As filed with the Securities and Exchange Commission on August 14, 2007
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. 162
þ
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
þ
Amendment
No. 163
þ
(Check appropriate box or boxes)
GOLDMAN SACHS TRUST
(Exact name of registrant as specified in charter)
71 South Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices)
Registrants Telephone Number,
including Area Code 312-655-4400
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Peter V. Bonanno, Esq.
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Copies to:
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Goldman, Sachs & Co.
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Jack W. Murphy, Esq.
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One New York Plaza 37
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Floor
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Dechert LLP
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New York, New York 10004
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1775 I Street NW
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Washington, D.C. 20006-2401
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(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box)
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¨
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Immediately upon filing pursuant to paragraph (b)
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þ
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On August 22, 2007 pursuant to paragraph (b)
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o
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60 days after filing pursuant to paragraph (a)(1)
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o
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On (date) pursuant to paragraph (a)(1)
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o
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75 days after filing pursuant to paragraph (a)(2)
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On (date) pursuant to paragraph (a)(2)
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If appropriate, check the following box:
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þ
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this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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Title of Securities Being Registered: Class A, Service and Institutional Shares of
Goldman Sachs Retirement Strategy 2010 Portfolio, Goldman Sachs Retirement Strategy 2015 Portfolio,
Goldman Sachs Retirement Strategy 2020 Portfolio, Goldman Sachs Retirement Strategy 2030 Portfolio,
Goldman Sachs Retirement Strategy 2040 Portfolio, and Goldman Sachs Retirement Strategy 2050
Portfolio, and Class A, Class C and Institutional Shares of Goldman Sachs Inflation Protected
Securities Fund.
Preliminary
Prospectus dated August 14, 2007
Subject
to Completion
The
information in the prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Class A
Shares
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September , 2007
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GOLDMAN SACHS RETIREMENT
STRATEGIES PORTFOLIOS
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n
Goldman
Sachs Retirement Strategy 2010 Portfolio
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Goldman
Sachs Retirement Strategy 2015 Portfolio
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Goldman
Sachs Retirement Strategy 2020 Portfolio
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Goldman
Sachs Retirement Strategy 2030 Portfolio
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Goldman
Sachs Retirement Strategy 2040 Portfolio
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Goldman
Sachs Retirement Strategy 2050 Portfolio
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THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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AN INVESTMENT IN A
PORTFOLIO IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN A PORTFOLIO INVOLVES INVESTMENT RISKS,
AND YOU MAY LOSE MONEY IN A PORTFOLIO.
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NOT
FDIC-INSURED
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May Lose
Value
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No Bank
Guarantee
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General Investment
Management Approach
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Goldman Sachs Asset Management, L.P.
(GSAM
®
)
serves as investment adviser (the Investment
Adviser) to six Retirement Strategies Portfolios contained
in this Prospectus: Retirement Strategy 2010 Portfolio,
Retirement Strategy 2015 Portfolio, Retirement Strategy 2020
Portfolio, Retirement Strategy 2030 Portfolio, Retirement
Strategy 2040 Portfolio and Retirement Strategy 2050 Portfolio
(each a Portfolio, collectively the
Portfolios). The Portfolios are intended for
investors saving for retirement who prefer to have their asset
allocation decisions made by professional money managers. Each
Portfolio seeks to achieve its objective by investing in a
combination of underlying funds that currently exist or that may
become available for investment in the future for which GSAM or
an affiliate now or in the future acts as investment adviser or
principal underwriter (the Underlying Funds). Some
of these Underlying Funds invest primarily in fixed income or
money market securities (the Underlying Fixed Income
Funds) and other Underlying Funds invest primarily in
equity securities (the Underlying Equity Funds). An
investor may choose to invest in one or more of the Portfolios
based on individual investment goals, risk tolerance, financial
circumstances and planned retirement year.
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GSAMs
Retirement Strategy Investment Philosophy:
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The Investment Advisors Quantitative
Strategies Group uses a disciplined, rigorous and quantitative
approach to global tactical asset allocation. The Global
Tactical Asset Allocation (GTAA) strategy attempts
to add value by actively managing exposure to global stock, bond
and currency markets. In contrast to stock and bond selection
strategies which focus on individual stocks and bonds, GTAA
focuses on broad asset classes. The Investment Advisers
GTAA models use financial and economic factors that are designed
to capture intuitive fundamental relationships across markets.
While the GTAA process is rigorous and quantitative, there is
economic reasoning behind each position.
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Each Portfolio starts with a strategic allocation
among the various asset classes. The Investment Adviser then
tactically deviates from the strategic allocations based on
forecasts provided by the models. The tactical process seeks to
add value by overweighting attractive markets and underweighting
unattractive markets. Greater deviations from the strategic
allocation of a given Portfolio result in higher risk that the
tactical allocation will underperform the strategic allocation.
However, the Investment Advisers risk control process
balances the amount any asset class can be overweighted in
seeking to achieve higher expected returns against the amount of
risk imposed by that deviation from the strategic allocation.
The Investment
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1
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Adviser employs GSAMs proprietary Black
Litterman asset allocation technique in an effort to optimally
balance these two goals.
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References in this Prospectus to a
Portfolios benchmarks are for informational purposes only,
and unless otherwise noted are not an indication of how a
particular Portfolio is managed.
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The Retirement Strategy Investment
Process involves investing a Portfolios assets in other
Goldman Sachs Funds to help investors reach their retirement
goals.
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2
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Portfolio Investment
Objectives
and Strategies
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Each Portfolio seeks long-term capital
appreciation and income consistent with its current asset
allocation which will change over time with an increasing
allocation to fixed income funds.
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MAIN
INVESTMENT STRATEGIES
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Each Portfolio employs an asset allocation
strategy designed for investors planning to retire in
approximately the calendar year designated in the
Portfolios name.
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Each Portfolio seeks to achieve its investment
objective by investing within specified equity and fixed income
ranges. Each Portfolio is invested in a combination of up to
approximately 15 equity and fixed income Underlying Funds based
on the Portfolios target date. The target allocation
percentages for each Portfolio will change gradually over time
based on the number of years that remain until the target date
of the Portfolio. Each Portfolios asset allocation will
become more conservative (i.e., the Portfolios allocation
to fixed income investments will increase) as the Portfolio
approaches its target date.
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The Portfolios benchmarks will be the
S&P 500 Index, Lehman Brothers Aggregate Bond Index and
the MSCI EAFE Index.
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The table below illustrates the current
Underlying Equity/ Fixed Income Fund allocation targets and
ranges for each Portfolio at the inception of the Portfolio. As
noted above, the target percentages for each Portfolio will
change over time so that the percentage of assets allocated to
fixed income funds will gradually increase as the Portfolio
approaches its target date.
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3
Expected
Equity/Fixed Income Range (Percentage of Each Portfolios
Total Assets)
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Retirement
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Retirement
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Retirement
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Retirement
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Retirement
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Retirement
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Strategy
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Strategy
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Strategy
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Strategy
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Strategy
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Strategy
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2010
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2015
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2020
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2030
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2040
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2050
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Portfolio
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Portfolio
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Portfolio
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Portfolio
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Portfolio
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Portfolio
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EQUITY FUNDS
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58%
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66%
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72%
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81%
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86%
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90%
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Domestic Equity
Funds
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Structured Large Cap Value
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Structured Large Cap Growth
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Structured Small Cap Equity
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International Equity
Funds
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Structured International
Equity
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Specialty Equity
Funds
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Real Estate Securities
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International Real Estate
Securities
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FIXED INCOME
FUNDS
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42%
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34%
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28%
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19%
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14%
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10%
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Taxable Investment
Grade Fixed Income Funds
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Short Duration Government
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Inflation Protected
Securities
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Core Fixed Income
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High Yield
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Global Income
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Emerging Markets Debt
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Commodity Strategy
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Financial Square Prime
Obligations
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Indicates expected strategic allocation as of the
date of this Prospectus. Allocations may vary based on current
market conditions and tactical views.
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As a Portfolio is further away from its target
date the Portfolio will have a higher allocation to equity
investments and a lower allocation to fixed income investments.
As each Portfolio approaches its target date, its asset
allocation will shift so that the Portfolios target
percentages approach approximately 55% of total assets in fixed
income and 45% of total assets in equity. Approximately five
years after a Portfolios target date, the Portfolio
expects that it will become part of another mutual fund managed
by the Investment Adviser, the Goldman Sachs Income Strategies
Portfolio, which has a current target allocation of
approximately 60% of total assets in fixed income and 40% of
total assets in equity.
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4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
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Each Portfolio can invest in any or all of the
Underlying Funds. It is expected, however, that each Portfolio
will normally invest in approximately 10-15 Underlying Funds at
any particular time as part of that Portfolios strategic
allocation. The Portfolio may invest in other Underlying Funds
periodically to gain tactical exposure to a particular asset
class. Each Portfolios investment in any of the Underlying
Funds may, and in some cases is expected to, exceed 25% of such
Portfolios total assets. Each Portfolio intends to invest
solely in Underlying Funds for which GSAM or an affiliate serves
an investment adviser or principal underwriter.
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A Portfolios investment in particular
Underlying Funds will depend on various criteria. Among other
things, the Investment Adviser will analyze the Underlying
Funds respective investment objectives, policies and
investment strategies in order to determine which Underlying
Funds, in combination with other Underlying Funds, are
appropriate in light of a Portfolios investment objective
and target date.
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A Portfolio may purchase or sell securities to:
(a) accommodate purchases and sales of its shares;
(b) change the percentages of its assets invested in each
of the Underlying Funds in response to economic or market
conditions; and (c) maintain or modify the allocation of
its assets among the Underlying Funds within the percentage
ranges described above as the Portfolios approach their target
date.
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GSAM will periodically rebalance each
Portfolios investments towards its target percentages as
then in effect.
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THE PARTICULAR UNDERLYING FUNDS IN WHICH EACH
PORTFOLIO MAY INVEST, THE EQUITY/ FIXED INCOME TARGETS AND
RANGES OF EACH PORTFOLIO, AND THE INVESTMENTS BY EACH PORTFOLIO
IN THE UNDERLYING FUNDS WILL CHANGE FROM TIME TO TIME WITHOUT
SHAREHOLDER APPROVAL.
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In addition, each Portfolios investment
objective, and all policies not specifically designated as
fundamental in this Prospectus or the Statement of Additional
Information (the Additional Statement), are
non-fundamental and may be changed without shareholder approval.
However, each Portfolio will provide shareholders with at least
60 days written notice before any change in its
investment objective. If there is a change in a Portfolios
investment objective, you should consider whether that Portfolio
remains an appropriate investment in light of your then-current
financial position and needs.
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5
Principal Risks of the
Portfolios
Loss of money is a risk of investing in each
Portfolio. An investment in a Portfolio is not a deposit of any
bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. While
the Portfolios offer a greater level of diversification than
many other types of mutual funds, a single Portfolio may not
provide a complete investment program for an investor. The
following summarizes important risks that apply to the
Portfolios and may result in a loss of your investment. There
can be no assurance that a Portfolio will achieve its investment
objective.
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Investing in the Underlying
Funds
The investments of each
Portfolio are concentrated in the Underlying Funds, and each
Portfolios investment performance is directly related to
the investment performance of the Underlying Funds held by it.
The ability of each Portfolio to meet its investment objective
is directly related to the ability of the Underlying Funds to
meet their objectives as well as the allocation among those
Underlying Funds by the Investment Adviser. The value of the
Underlying Funds investments, and the net asset values
(NAV) of the shares of both the Portfolios and the
Underlying Funds, will fluctuate in response to various market
and economic factors related to the equity and fixed income
markets, as well as the financial condition and prospects of
issuers in which the Underlying Funds invest. There can be no
assurance that the investment objective of any Portfolio or any
Underlying Fund will be achieved.
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Investments of the Underlying
Funds
Because the Portfolios
invest in the Underlying Funds, the Portfolios
shareholders will be affected by the investment policies of the
Underlying Funds in direct proportion to the amount of assets
the Portfolios allocate to those Underlying Funds. Each
Portfolio may invest in Underlying Funds that in turn invest in
small capitalization companies and foreign issuers and thus are
subject to additional risks, including changes in foreign
currency exchange rates and political risk. Foreign investments
may include securities of issuers located in emerging countries
in Asia, Latin, Central and South America, Eastern Europe,
Africa and the Middle East. Each Portfolio may also invest in
Underlying Funds that in turn invest in debt securities,
including investment grade fixed income securities, emerging
market debt securities, Inflation Protected Securities and
non-investment grade fixed income securities (junk
bonds) (which are considered speculative). In addition,
the Underlying Funds may purchase derivative securities
including structured notes; enter into forward currency
transactions; lend their portfolio securities; enter into
futures contracts and options transactions; purchase zero coupon
bonds and payment-in-kind bonds; purchase securities issued by
real estate investment trusts (REITs) and other
issuers in the
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6
PRINCIPAL RISKS OF THE
PORTFOLIOS
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real estate industry; purchase restricted and
illiquid securities; purchase securities on a when-issued or
delayed delivery basis; enter into repurchase agreements; borrow
money; and engage in various other investment practices. The
risks presented by these investment practices are discussed in
Appendix A to this Prospectus and the Additional Statement.
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Affiliated
Persons
In managing the
Portfolios, the Investment Adviser will have the authority to
select and substitute Underlying Funds. The Investment Adviser
is subject to conflicts of interest in allocating Portfolio
assets among the various Underlying Funds both because the fees
payable to it and/or its affiliates by some Underlying Funds are
higher than the fees payable by other Underlying Funds and
because the Investment Adviser and its affiliates are also
responsible for managing the Underlying Funds. The Investment
Adviser and/or its affiliates are compensated by the Portfolios
and by the Underlying Funds for advisory and/or principal
underwriting services provided. The Trustees and officers of the
Goldman Sachs Trust may also have conflicting interests in
fulfilling their fiduciary duties to both the Portfolios and the
Underlying Funds. The Portfolios will only invest in Underlying
Funds for which Goldman Sachs or its affiliates now or in the
future serve as advisor or underwriter. Other funds with similar
investment strategies may perform better or worse than the
Underlying Funds.
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Expenses
You
may invest in the Underlying Funds directly. By investing in the
Underlying Funds indirectly through a Portfolio, you will incur
not only a proportionate share of the expenses of the Underlying
Funds held by the Portfolio (including operating costs and
investment management fees), but also expenses of the Portfolio.
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Temporary
Investments
Although the
Portfolios normally seek to remain substantially invested in the
Underlying Funds, each Portfolio may invest a portion of its
assets in high-quality, short-term debt obligations (including
commercial paper, certificates of deposit, bankers
acceptances, repurchase agreements, debt obligations backed by
the full faith and credit of the U.S. government and demand and
time deposits of domestic and foreign banks and savings and loan
associations) to maintain liquidity, to meet shareholder
redemptions and for other short-term cash needs. Also, there may
be times when, in the opinion of the Investment Adviser,
abnormal market or economic conditions warrant that, for
temporary defensive purposes, a Portfolio may invest without
limitation in short-term obligations. When a Portfolios
assets are invested in such investments, the Portfolio may not
be achieving its investment objective.
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7
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Description of the Underlying
Funds
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DESCRIPTION
OF THE UNDERLYING FUNDS
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The following is a concise description of the
investment objectives and practices of each of the Underlying
Funds that are available for investment by the Portfolios as of
the date of this Prospectus. A Portfolio may also invest in
other Underlying Funds not listed below that currently exist or
that may become available for investment in the future at the
discretion of the Investment Adviser and without shareholder
approval. Additional information regarding the investment
practices of the Underlying Funds is provided in Appendix A
to this Prospectus and in the Additional Statement. This
Prospectus is not an offer to sell and is not soliciting an
offer to buy any of the Underlying Funds. A description of the
Portfolios policies and procedures with respect to the
disclosure of a Portfolios portfolio security holdings is
available in the Additional Statement. For information regarding
the disclosure of an Underlying Funds portfolio securities
holdings, see the applicable Underlying Funds prospectus.
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Underlying Fund
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Investment Objectives
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Investment Criteria
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Structured Large Cap
Value
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Long-term growth of
capital and dividend income.
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At least 80% of its net
assets plus any borrowings for investment purposes (measured at
time of purchase) (Net Assets) in a diversified
portfolio of equity investments in large-cap U.S. issuers,
including foreign issuers that are traded in the United States.
The Funds investments are selected using both a variety of
quantitative techniques and fundamental research in seeking to
maximize the Funds expected return, while seeking to
maintain risk, style, capitalization and industry
characteristics similar to the Russell
1000
®
Value Index.
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Structured Large Cap
Growth
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Long-term growth of
capital.
Dividend income is a secondary consideration.
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At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in large-cap U.S. issuers, including foreign issuers that are
traded in the United States. The Funds investments are
selected using both a variety of quantitative techniques and
fundamental research in seeking to maximize the Funds
expected return, while seeking to maintain risk, style,
capitalization and industry characteristics similar to the
Russell
1000
®
Growth Index.
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8
DESCRIPTION OF THE
UNDERLYING FUNDS
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Underlying Fund
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Investment Objectives
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Investment Criteria
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Structured Small Cap
Equity
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Long-term growth of
capital.
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At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in small-cap U.S. issuers, including foreign issuers that are
traded in the United States. The Funds investments are
selected using both a variety of quantitative techniques and
fundamental research including but not limited to valuation,
momentum, profitability and earnings quality, in seeking to
maximize the Funds expected return, while maintaining
risk, style, capitalization and industry characteristics similar
to the Russell
2000
®
Index.
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Real Estate
Securities
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Total return comprised of
long-term growth of capital and dividend income.
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Substantially all, and at
least 80% of its Net Assets in a diversified portfolio of equity
investments in issuers that are primarily engaged in or related
to the real estate industry. The Fund expects that a substantial
portion of its total assets will be invested in REITS, real
estate industry companies or other real estate related
investments.
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Structured
International Equity
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Long-term growth of
capital.
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At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in companies that are organized outside the United States or
whose securities are principally traded outside the United
States. The Funds investments are selected using both a
variety of quantitative techniques and fundamental research
including but not limited to valuation, momentum, profitability
and earnings quality, in seeking to maximize the Funds
expected return, while maintaining risk, style, capitalization
and industry characteristics similar to the
EAFE
®
Index (unhedged).
|
|
International Real
Estate Securities
|
|
Total return comprised of
long-term growth of capital and dividend income.
|
|
Substantially all and at
least 80% of its Net Assets in a diversified portfolio of equity
investments in issuers that are primarily engaged in or related
to the real estate industry outside the United States. The Fund
expects that a substantial portion of its assets will be
invested in REITS, real estate industry companies or other real
estate related investments.
|
|
9
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Short Duration
Government
|
|
A high level of current
income and secondarily, in seeking current income, may also
consider the potential for capital appreciation.
|
|
Target Duration* =
Two-Year U.S. Treasury Note Index plus or minus 0.5 years
|
|
2-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in U.S. Government Securities and repurchase agreements
collateralized by such securities. Also invests in futures,
swaps and other derivatives.
|
|
U.S. Government Securities
|
|
Mortgage pass- through
securities and other securities representing an interest in or
collateralized by mortgage loans.
|
|
Inflation Protected
Securities
|
|
Real return consistent
with preservation of capital. Real return is the return on an
investment adjusted for inflation.
|
|
Target Duration* =
Lehman Brothers U.S. TIPS Index plus or minus 4 or 5 years
|
|
|
|
At least 80% of its net
assets plus any borrowings for investment purposes (measured at
the time of purchase) in inflation- protected securities of
varying maturities issued by the U.S. Treasury and other U.S.
and non-U.S. Government agencies and corporations.
|
|
Primarily in investment
grade securities, but up to 20% of its Net Assets may be
invested in high yield securities rated lower than BBB-/Baa3 by
an NRSRO (at time of purchase)
|
|
Other fixed income
securities, including U.S. Government securities,
asset-backed securities, mortgage- backed securities, corporate
securities, and securities issued by foreign corporate and
governmental issuers.
|
|
10
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Core Fixed
Income
|
|
Total return consisting of
capital appreciation and income that exceeds the total return of
the Lehman Brothers Aggregate Bond Index.
|
|
Target Duration* = Lehman
Brothers Aggregate Bond Index plus or minus one year
|
|
5-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in fixed income securities, including U.S. Government
Securities, corporate debt securities, privately issued
mortgage- backed and asset- backed securities. Also invests in
futures, swaps and other derivatives.
|
|
Minimum = BBB-/Baa3 (at
time of purchase) Minimum for non-U.S. dollar securities = AA/Aa
|
|
Foreign fixed income,
municipal and convertible securities, foreign currencies and
repurchase agreements collateralized by U.S. Government
Securities.
|
|
High Yield
|
|
A high level of current
income and may also consider the potential for capital
appreciation.
|
|
Target Duration* =
Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer
Capped plus or minus 2.5 years
|
|
6-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in high- yield, fixed income securities rated below
investment grade, including U.S. and non-U.S. dollar corporate
debt, foreign government securities, convertible securities and
preferred stock. Also invests in futures, swaps and other
derivatives.
|
|
At least 80% = BB/ Ba or
below (at time of purchase)
|
|
Mortgage- backed and
asset-backed securities, U.S. Government Securities, investment
grade corporate fixed income securities, structured securities,
foreign currencies and repurchase agreements.
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Global
Income
|
|
A high total return,
emphasizing current income, and, to a lesser extent, providing
opportunities for capital appreciation.
|
|
Target Duration* =
J.P. Morgan Global Government Bond Index (hedged) plus or
minus 2.5 years
|
|
7-year U.S. government bond
|
|
Fixed Income Securities of
U.S. and foreign governments and corporations. Also invests in
futures, swaps and other derivatives.
|
|
Minimum = BBB-/Baa3 (at
time of purchase) At least 50% = AAA/ Aaa
|
|
Mortgage- backed and
asset-backed securities, foreign currencies and repurchase
agreements collateralized by U.S. Government Securities or
certain foreign government securities.
|
|
Emerging Markets
Debt
|
|
A high level of total
return consisting of income and capital appreciation.
|
|
Target Duration* =
J.P. Morgan EMBI Global Diversified Index plus or minus
2 years
|
|
10-year U.S. government
bond
|
|
At least 80% of its Net
Assets in fixed income securities of issuers located in emerging
countries. Also invests in futures, swaps and other derivatives.
|
|
Minimum = D (Standard
& Poors) or C (Moodys)
|
|
Brady bonds and other debt
issued by governments, their agencies and instrumentalities, or
by their central banks, fixed and floating rate, senior and
subordinated corporate debt obligations, loan participations and
repurchase agreements.
|
|
12
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Commodity
Strategy
|
|
Long-term total return
|
|
The average duration will
vary
|
|
|
|
Commodity index-linked
securities (including leveraged and unleveraged structured
notes), other commodity- linked securities and derivative
instruments that provide exposure to the performance of the
commodities markets, and in other fixed income and debt
instruments, including at least 25% of its assets in commodity-
linked structured notes.
|
|
|
|
Options, futures, options
on futures and swaps
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Financial Square Prime
Obligations
|
|
To maximize current income
to the extent consistent with the preservation of capital and
the maintenance of liquidity by investing exclusively in high
quality money market instruments
|
|
Maximum remaining maturity
of portfolio investments = 13 months at the time of
purchase; Dollar- weighted average portfolio maturity = not
more than 90 days
|
|
|
|
High quality, short-term
fixed income securities
|
|
Minimum = AAA/Aaa or
A-1/P-1
|
|
U.S. Government
Securities, obligations of U.S. banks, commercial paper and
other short-term obligations of U.S. companies, states,
municipalities and other entities and repurchase agreements.
|
|
|
|
|
*
|
|
The Funds duration approximates its
price sensitivity to changes in interest rates.
|
14
Principal Risks of the
Underlying
Funds
Loss of money is a risk of investing in each
Underlying Fund. An investment in an Underlying Fund is not a
deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency. The following summarizes important risks that apply to
the Underlying Funds and may result in a loss of your investment
in a Portfolio. There can be no assurance that an Underlying
Fund will achieve its investment objective.
Risks That Apply
To All Underlying Funds:
|
|
n
|
NAV
Risk
The risk that the NAV of
an Underlying Fund and the value of your investment will
fluctuate.
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by an
Underlying Fund will decline in value. Long-term fixed income
securities will normally have more price volatility because of
this risk than short-term fixed income securities.
|
n
|
Credit/ Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by an Underlying
Fund (which may have low credit ratings) may default on its
obligation to pay interest and repay principal.
|
n
|
Market
Risk
The risk that the value
of the securities in which an Underlying Fund invests may go up
or down in response to the prospects of individual companies,
particular industry sectors or governments and/or general
economic conditions. Price changes may be temporary or last for
extended periods. An Underlying Funds investments may be
overweighted from time to time in one or more industry sectors,
which will increase the Underlying Funds exposure to risk
of loss from adverse developments affecting those sectors.
|
n
|
Derivatives
Risk
The risk that loss may
result from an Underlying Funds investments in options,
futures, swaps, options on swaps, structured securities and
other derivative instruments. These instruments may be illiquid,
difficult to price and leveraged so that small changes may
produce disproportionate losses to an Underlying Fund.
|
n
|
Management
Risk
The risk that a strategy
used by an investment adviser to the Underlying Funds may fail
to produce the intended results.
|
n
|
Liquidity
Risk
The risk that an
Underlying Fund will not be able to pay redemption proceeds
within the time period stated in the Underlying Funds
Prospectus because of unusual market conditions, an unusually
high volume of redemption requests, or other reasons. Underlying
Funds that invest in non-investment grade fixed income
securities, small and mid-capitalization stocks, REITs and
emerging country issuers will be especially subject to the risk
that
|
15
|
|
|
during certain periods the liquidity of
particular issuers or industries, or all securities within
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic,
market or political events, or adverse investor perceptions
whether or not accurate.
|
Risks That Apply
Primarily To The Underlying Fixed Income Funds:
|
|
|
n
|
Call Risk/Prepayment
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a mortgage-backed security)
earlier than expected. This may happen when there is a decline
in interest rates. Under these circumstances the value of the
obligation will decrease, and an Underlying Fund may be unable
to recoup all of its initial investment and will also suffer
from having to reinvest in lower yielding securities.
|
|
|
n
|
Leverage
Risk
Leverage creates
exposure to gains in a greater amount than the dollar amount
made in an investment by enhancing return or value without
increasing the investment amount. Borrowing and the use of
derivatives result in leverage. Leverage can magnify the effects
of changes in the value of an Underlying Fund and make it more
volatile. Relatively small market movements may result in large
changes in the value of a leveraged investment. An Underlying
Fund will segregate or earmark liquid assets or otherwise cover
transactions that may give rise to such risk, to the extent
required by applicable law. The use of leverage may cause an
Underlying Fund to liquidate portfolio positions to satisfy its
obligations or to meet segregation requirements when it may not
be advantageous to do so.
|
|
|
n
|
Tax Consequences
Risk
Adjustments for
inflation to the principal amount of an inflation indexed bond
may give rise to original issue discount, which will be
includable in the Underlying Funds gross income. Please
see the section entitled TaxationDistributions.
|
|
n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a Mortgage-Backed Security) later
than expected. This may happen when there is a rise in interest
rates. Under these circumstances, the value of the obligation
will decrease, and an Underlying Fund will also suffer from the
inability to invest in higher yielding securities.
|
n
|
U.S. Government Securities
Risk
The risk that the U.S.
government will not provide financial support to U.S. government
agencies, instrumentalities or sponsored enterprises if it is
not obligated to do so by law. Although many types of U.S.
Government Securities may be purchased by the Underlying Funds,
such as those issued by the Federal National Mortgage
Association (Fannie Mae), Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal Home Loan
Banks may be chartered or sponsored by Acts of Congress, their
securities are neither issued nor guaranteed by the United
States Treasury and, therefore, are not backed by the full faith
and credit of the United States. The maximum potential
|
16
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
liability of the issuers of some U.S. Government
Securities held by an Underlying Fund may greatly exceed their
current resources, including their legal right to support from
the U.S. Treasury. It is possible that these issuers will not
have the funds to meet their payment obligations in the future.
|
Risk
That Applies Primarily To The Underlying Equity Funds:
|
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have in periods experienced
substantial price volatility and may do so again in the future.
|
Risks
That Are Particularly Important For Specific Underlying
Funds:
|
|
|
n
|
Non-Diversification
Risk
The Commodity Strategy,
Global Income and Emerging Market Debt Funds are
non-diversified, meaning that each fund is permitted to invest
more of its assets in fewer issuers than diversified
mutual funds. Thus, these funds may be more susceptible to
adverse developments affecting any single issuer held in their
portfolios, and may be more susceptible to greater losses
because of these developments.
|
|
n
|
Sovereign
Risk
Certain Underlying Funds
will be subject to the risk that the issuer of the
non-U.S. sovereign debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay the principal or interest when due. Sovereign
Risk includes the following risks:
|
|
|
|
|
n
|
Political
Risk
The risks associated
with the general political and social environment of a country.
These factors may include among other things government
instability, poor socioeconomic conditions, corruption, lack of
law and order, lack of democratic accountability, poor quality
of the bureaucracy, internal and external conflict, and
religious and ethnic tensions. High political risk can impede
the economic welfare of a country.
|
|
n
|
Economic
Risk
The risks associated
with the general economic environment of a country. These can
encompass, among other things, low quality and growth rate of
Gross Domestic Product (GDP), high inflation or
deflation, high government deficits as a percentage of GDP, weak
financial sector, overvalued exchange rate, and high current
account deficits as a percentage of GDP.
|
|
n
|
Repayment
Risk
The risk associated with
the inability of a country to pay its external debt obligations
in the immediate future. Repayment risk factors may include but
are not limited to high foreign debt as a percentage of GDP,
high foreign debt service as a percentage of exports, low
foreign exchange reserves as a percentage of short-term
debt or exports, and an unsustainable exchange rate structure.
|
|
|
n
|
Foreign
Risk
Certain Underlying Funds
will be subject to risk of loss with respect to their foreign
investments that is not typically associated with domestic
investments. Loss may result because of less foreign government
regulation, less public
|
17
|
|
|
information and less economic, political and
social stability. Loss may also result from the imposition of
exchange controls, confiscations and other government
restrictions. The Underlying Funds will also be subject to the
risk of negative foreign currency rate fluctuations. Foreign
risks will normally be greatest when an Underlying Fund invests
in issuers located in emerging countries.
|
n
|
Emerging Countries
Risk
Certain Underlying Funds
may invest in emerging country securities. The securities
markets of Asian, Latin, Central and South American, Eastern
European, Middle Eastern, African and other emerging countries
are less liquid, are especially subject to greater price
volatility, have smaller market capitalizations, have less
government regulation and are not subject to as extensive and
frequent accounting, financial and other reporting requirements
as the securities markets of more developed countries. Further,
investment in equity securities of issuers located in certain
emerging countries involves risk of loss resulting from problems
in share registration and custody and substantial economic and
political disruptions. These risks are not normally associated
with investments in more developed countries.
|
n
|
Mid Cap and Small Cap
Risk
Certain Underlying Funds
may invest in small cap and mid cap stocks. The securities of
small capitalization and mid-capitalization companies involve
greater risks than those associated with larger, more
established companies and may be subject to more abrupt or
erratic price movements. Securities of such issuers may lack
sufficient market liquidity to enable an Underlying Fund to
effect sales at an advantageous time or without a substantial
drop in price. Both mid-cap and small-cap companies often have
narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result,
their performance can be more volatile and they face greater
risk of business failure, which could increase the volatility of
an Underlying Funds portfolio. Generally, the smaller the
company size, the greater these risks.
|
n
|
Initial Public Offering (IPO)
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the issuer. The purchase of IPO shares
may involve high transaction costs. IPO shares are subject to
market risk and liquidity risk. When an Underlying Funds
asset base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance will probably decline,
which could reduce the Underlying Funds performance.
|
n
|
Junk Bond
Risk
Certain Underlying Funds
may invest in non-investment grade fixed income securities
(commonly known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of
|
18
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
comparable credit quality are subject to the
increased risk of an issuers inability to meet principal
and interest payment obligations. These securities may be
subject to greater price volatility due to such factors as
specific corporate developments, interest rate sensitivity,
negative perceptions of the junk bond markets generally and less
secondary market liquidity. Certain Underlying Funds may
purchase the securities of issuers that are in default.
|
n
|
Concentration
Risk
The risk that if the
Global Income or Emerging Markets Debt Funds invest more than
25% of its total assets in issuers within the same country,
state, region, currency, industry or economic sector, an adverse
economic, business or political development may affect the value
of the Global Income Funds or Emerging Markets Debt
Funds investments more than if its investments were not so
concentrated. In addition, the Global Income Fund may invest
more than 25% of its total assets in the securities of corporate
and governmental issuers located in each of Canada, Germany,
Japan and the United Kingdom, as well as in the securities of
U.S. issuers. Concentration of the Global Income
Funds investments in such issuers will subject the Fund,
to a greater extent than if investments were less concentrated,
to losses arising from adverse developments affecting those
issuers or countries. The International Real Estate Securities
and Real Estate Securities Funds concentrate their investments
in issuers within the same country, state, region, currency,
industry or economic sector. An adverse economic, business or
political development may affect the value of the International
Real Estate Securities, the Real Estate Securities, the Global
Income or the Emerging Markets Debt Funds investments more
than if its investments were not so concentrated. In addition,
securities of issuers held by an Underlying Fund may lack
sufficient market liquidity to enable an Underlying Fund to sell
the securities at an advantageous time or without a substantial
drop in price.
|
n
|
Non-Hedging Foreign Currency Trading
Risk
The Core Fixed Income,
Global Income, High Yield and Emerging Markets Debt Funds may
engage, to a greater extent than the other Underlying Funds, in
forward foreign currency transactions for speculative purposes.
These Underlying Funds investment advisers may purchase or
sell foreign currencies through the use of forward contracts
based on the investment advisers judgment regarding the
direction of the market for a particular foreign currency or
currencies. In pursuing this strategy, the investment advisers
seek to profit from anticipated movements in currency rates by
establishing long and/or short positions
in forward contracts on various foreign currencies. Foreign
exchange rates can be extremely volatile and a variance in the
degree of volatility of the market or in the direction of the
market from the investment advisers expectations may
produce significant losses to these Underlying Funds.
|
n
|
Commodity
Risk
The Commodity Strategy
Fund invests a significant percentage of its portfolio in
commodity-linked securities. Exposure to the commodities markets
may subject the Fund to greater volatility than investments in
traditional
|
19
|
|
|
securities. The value of commodity-linked
derivative investments may be affected by changes in overall
market movements, commodity index volatility, changes in
interest rates, or sectors affecting a particular industry or
commodity, such as drought, floods, weather, livestock disease,
embargoes, tariffs and international economic, political and
regulatory developments.
|
n
|
Absence of
Regulation
The risk for the
Commodity Strategy Fund that in general there is less
governmental regulation and supervision of transactions in the
OTC markets (in which option contracts and certain options
on swaps are generally traded) than of transactions entered into
on organized exchanges.
|
n
|
Counterparty
Risk
Many of the protections
afforded to participants on some organized exchanges, such as
the performance guarantee of an exchange clearing house, might
not be available in connection with OTC transactions entered
into by the Commodity Strategy Fund. Therefore, in those
instances in which the Commodity Strategy Fund enters into OTC
transactions, the Commodity Strategy Fund will be subject to the
risk that its direct counterparty will not perform its
obligations under the transactions and that the Commodity
Strategy Fund will sustain losses.
|
n
|
REIT
Risk
The Real Estate
Securities Fund and the International Real Estate Securities
Fund invest a significant percentage of their portfolios in
REITs. Investing in REITs involves certain unique risks in
addition to those risks associated with investing in the real
estate industry in general. REITs whose underlying properties
are concentrated in a particular industry or geographic region
are also subject to risks affecting such industries and regions.
The securities of REITs involve greater risks than those
associated with larger, more established companies and may be
subject to more abrupt or erratic price movements because of
interest rate changes, economic conditions and other factors.
Securities of such issuers may lack sufficient market liquidity
to enable the Real Estate Securities Fund or the International
Real Estate Securities Fund to effect sales at an advantageous
time or without a substantial drop in price.
|
|
n
|
Inflation Protected Securities
Risk
The value of Inflation
Protected Securities (IPS) generally fluctuates in
response to changes in real interest rates, which are in turn
tied to the relationship between nominal interest rates and the
rate of inflation. Therefore, if inflation were to rise at a
faster rate than nominal interest rates, real interest rates
might decline, leading to an increase in value of IPS. In
contrast, if nominal interest rates increased at a faster rate
than inflation, real interest rates might rise, leading to a
decrease in value of IPS. Although the principal value of IPS
declines in periods of deflation, holders at maturity receive no
less than the par value of the bond. However, if the Inflation
Protected Securities Fund purchases IPS in the secondary market
whose principal values have been adjusted upward due to
inflation since issuance, this Underlying Fund may experience a
loss if there is a subsequent period of deflation. If inflation
is lower
|
|
20
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
|
than expected during the period the Inflation
Protected Securities Fund holds an IPS, the Underlying Fund may
earn less on the security than on a conventional bond. The U.S.
Treasury only began issuing inflation-protected securities
(TIPS) in 1997, and corporations began issuing
Corporate Inflation Protected Securities (CIPS) even
more recently. As a result, the market for such securities may
be less developed or liquid, and more volatile, than certain
other securities markets. Although IPS with different maturities
may be issued in the future, the U.S. Treasury currently issues
TIPS in five-year, ten- year and twenty-year maturities, and
CIPS are currently issued in five-year, seven-year and ten-year
maturities. The U.S. Treasury uses the CPIU as the
measurement for inflation, while other issuers of IPS may use
different indices as the measure of inflation.
|
|
|
n
|
Deflation
Risk
It is possible that
prices throughout the economy may decline over time, resulting
in deflation. If this occurs, the principal and
income of inflation-protected fixed income securities held by an
Underlying Fund would likely decline in price, which could
result in losses for the Underlying Fund.
|
|
|
n
|
CPIU Measurement
Risk
The CPIU is a
measurement of changes in the cost of living, made up of
components such as housing, food, transportation and energy.
There can be no assurance that the CPIU will accurately measure
the real rate of inflation in the prices of goods and services.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. An
Underlying Fund may outperform or underperform other funds that
employ a different investment style. Examples of different
investment styles include growth and value investing. Growth
stocks may be more volatile than other stocks because they are
more sensitive to investor perceptions of the issuing
companys growth of earnings potential. Growth companies
are often expected by investors to increase their earnings at a
certain rate. When these expectations are not met, investors can
punish the stocks inordinately even if earnings showed an
absolute increase. Also, since growth companies usually invest a
high portion of earnings in their business, growth stocks may
lack the dividends of some value stocks that can cushion stock
prices in a falling market. Growth oriented funds will typically
underperform when value investing is in favor. Value stocks are
those that are undervalued in comparison to their peers due to
adverse business developments or other factors.
|
More information about the portfolio securities
and investment techniques of the Underlying Funds, and their
associated risks, is provided in Appendix A. You should
consider the investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
21
HOW
THE PORTFOLIOS HAVE PERFORMED
|
|
|
|
As the Portfolios have not yet commenced
investment operations as of the date of this Prospectus, there
is no performance information quoted for the Portfolios.
|
22
Portfolio Fees and Expenses
(Class A Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Class A Shares of a
Portfolio.
|
|
|
|
|
|
|
Retirement Strategy 2010 Portfolio
|
|
|
|
|
|
Class A
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
|
Maximum Deferred Sales
Charge (Load)
1
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
2
*
|
|
|
0.15%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
*
|
|
|
1.30%
|
|
Underlying Fund
Expenses
4
*
|
|
|
0.78%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.08%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.48%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2010 Portfolio
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
2
|
|
|
0.10%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
|
|
|
0.20%
|
|
Underlying Fund Expenses
4
|
|
|
0.67%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.87%
|
|
|
Total Portfolio Operating Expenses (after current
waivers and expense limitations)
|
|
|
1.22%
|
|
|
23
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
Retirement Strategy 2015 Portfolio
|
|
|
|
|
|
Class A
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
|
Maximum Deferred Sales
Charge (Load)
1
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
2
*
|
|
|
0.15%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
*
|
|
|
1.30%
|
|
Underlying Fund
Expenses
4
|
|
|
0.80%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.10%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.50%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2015 Portfolio
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
2
|
|
|
0.10%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
|
|
|
0.20%
|
|
Underlying Fund Expenses
4
|
|
|
0.69%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.89%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.24%
|
|
|
|
24
PORTFOLIO FEES AND EXPENSES
|
|
|
|
|
|
|
Retirement Strategy 2020 Portfolio
|
|
|
|
|
|
Class A
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
|
Maximum Deferred Sales
Charge (Load)
1
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
2
*
|
|
|
0.15%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
*
|
|
|
1.30%
|
|
Underlying Fund
Expenses
4
|
|
|
0.82%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.12%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.52%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2020 Portfolio
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
2
|
|
|
0.10%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
|
|
|
0.20%
|
|
Underlying Fund Expenses
4
|
|
|
0.70%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.90%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.25%
|
|
|
25
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
Retirement Strategy 2030 Portfolio
|
|
|
|
|
|
Class A
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
|
Maximum Deferred Sales
Charge (Load)
1
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
2
*
|
|
|
0.15%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
*
|
|
|
1.30%
|
|
Underlying Fund
Expenses
4
|
|
|
0.84%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.14%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.54%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2030 Portfolio
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
2
|
|
|
0.10%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
|
|
|
0.20%
|
|
Underlying Fund Expenses
4
|
|
|
0.72%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.92%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.27%
|
|
|
26
PORTFOLIO FEES AND EXPENSES
|
|
|
|
|
|
|
Retirement Strategy 2040 Portfolio
|
|
|
|
|
|
Class A
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
|
Maximum Deferred Sales
Charge (Load)
1
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
2
*
|
|
|
0.15%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
*
|
|
|
1.30%
|
|
Underlying Fund
Expenses
4
|
|
|
0.86%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.16%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.56%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2040 Portfolio
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
2
|
|
|
0.10%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
|
|
|
0.20%
|
|
Underlying Fund Expenses
4
|
|
|
0.73%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.93%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.28%
|
|
|
27
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
Retirement Strategy 2050 Portfolio
|
|
|
|
|
|
Class A
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
|
Maximum Deferred Sales
Charge (Load)
1
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
2
*
|
|
|
0.15%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
*
|
|
|
1.30%
|
|
Underlying Fund
Expenses
4
|
|
|
0.89%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.19%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.59%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2050 Portfolio
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
2
|
|
|
0.10%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses
3
|
|
|
0.20%
|
|
Underlying Fund Expenses
4
|
|
|
0.75%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.95%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.30%
|
|
|
28
PORTFOLIO FEES AND EXPENSES
|
|
|
1
|
|
The maximum sales charge is a percentage of
the offering price. A CDSC of 1% is imposed on certain
redemptions (within 18 months of purchase) of Class A
Shares sold without an initial sales charge as part of an
investment of $1 million or more.
|
|
2
|
|
The Investment Adviser is entitled to a
management fee at an annual rate of 0.15% of the average daily
net assets of each Portfolio. Additionally, as of the date of
this Prospectus, the Investment Adviser is voluntarily waiving a
portion of its management fee equal to 0.05% based on the
average daily net assets of each Portfolio.
|
|
|
3
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.19%
of the average daily net assets of each Portfolios
Class A Shares, plus all other ordinary expenses not
detailed above. The Investment Adviser has voluntarily agreed to
reduce or limit Other Expenses of each Portfolio
(excluding management fees, transfer agency fees and expenses,
taxes, interest, brokerage fees and litigation, indemnification,
shareholder meetings and other extraordinary expenses exclusive
of any expense offset arrangements) to 0.014% of each
Portfolios average daily net assets.
|
|
|
4
|
|
Underlying Fund Expenses for each
Portfolio are based upon the strategic allocation of each
Portfolios investment in the Underlying Funds and upon the
actual total operating expenses of the Underlying Funds
(including any current waivers and expense limitations of the
Underlying Funds). Actual Underlying Fund Expenses incurred by
each Portfolio may vary with changes in the allocation of each
Portfolios assets among the Underlying Funds and with
other events that directly affect the expenses of the Underlying
Funds.
|
|
29
PORTFOLIO FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in a Portfolio (without waivers
and expense limitations) with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in
Class A Shares of a Portfolio for the time periods
indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5%
return each year and that a Portfolios operating expenses
remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
Portfolio
|
|
1 Year
|
|
3 Years
|
|
|
Retirement Strategy
2010 Portfolio
|
|
$
|
787
|
|
|
$
|
1,280
|
|
|
Retirement Strategy
2015 Portfolio
|
|
$
|
789
|
|
|
$
|
1,286
|
|
|
Retirement Strategy
2020 Portfolio
|
|
$
|
791
|
|
|
$
|
1,291
|
|
|
Retirement Strategy
2030 Portfolio
|
|
$
|
793
|
|
|
$
|
1,297
|
|
|
Retirement Strategy
2040 Portfolio
|
|
$
|
795
|
|
|
$
|
1,303
|
|
|
Retirement Strategy
2050 Portfolio
|
|
$
|
798
|
|
|
$
|
1,311
|
|
|
The hypothetical example assumes that a CDSC will
not apply to redemptions of Class A Shares within the first
18 months.
Certain institutions that sell Portfolio shares
and/or their salespersons may receive other compensation in
connection with the sale and distribution of Class A Shares
or for services to their customers accounts and/or the
Portfolios. For additional information regarding such
compensation, see What Should I Know When I Purchase
Shares Through An Authorized Dealer? in the Prospectus and
Payments to Intermediaries in the Additional
Statement.
30
|
|
|
Investment Adviser
|
|
Portfolio
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Retirement Strategy
2010
Retirement Strategy 2015
Retirement Strategy 2020
Retirement Strategy 2030
Retirement Strategy 2040
Retirement Strategy 2050
|
|
|
|
|
Except
as noted below, GSAM also serves as investment adviser to each
Underlying Fund.
|
|
|
|
|
|
Underlying Fund
|
|
|
Goldman Sachs Asset
Management International (GSAMI)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
|
|
Global Income
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman Sachs.
GSAMI, a member of the Investment Management Regulatory
Organization Limited since 1990 and a registered investment
adviser since 1991, is an affiliate of Goldman Sachs. As of
March 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $660.8 billion.
|
|
|
|
Under an Asset Allocation Management Agreement
with each Portfolio, the Investment Adviser, subject to the
general supervision of the Trustees, provides advice as to each
Portfolios investment transactions, including
determinations concerning changes to (a) the Underlying
Funds in which the Portfolios may invest; and (b) the
percentage range of assets of any Portfolio that may be invested
in the Underlying Equity Funds and the Underlying Fixed Income
Funds as separate groups.
|
|
|
The Investment Adviser also performs the
following additional services for the Portfolios:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Portfolios
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Portfolios
|
31
|
|
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Portfolio
|
|
n
|
Provides office space and all necessary office
equipment and services
|
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Portfolios average daily net assets):
|
|
|
|
|
|
Portfolio
|
|
Contractual Rate
|
|
|
|
|
|
Retirement Strategy 2010
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2015
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2020
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2030
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2040
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2050
Portfolio
|
|
|
0.15%
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its advisory fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
In addition, each Portfolio, as a shareholder in
the Underlying Funds, will indirectly bear a proportionate share
of any investment management fees and other expenses paid by the
Underlying Funds. The following chart shows the total net
operating expense ratios (management fee plus other operating
expenses) of Institutional Shares of each Underlying Fund in
which the Portfolios may invest after applicable fee waivers and
expense limitations, as of the end of each Underlying
Funds most recent fiscal year. In addition, the following
chart shows the contractual investment management fees payable
to the Investment Adviser or its affiliates by the Underlying
Funds (in each case as an annualized percentage of an Underlying
Funds average daily net assets). Absent voluntary fee
waivers
|
32
SERVICE PROVIDERS
|
|
|
and/or expense
reimbursements, which may be discontinued at any time, the total
operating expense ratios of certain Underlying Funds would be
higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net
|
|
|
|
|
Operating
|
|
|
|
|
Expense
|
Underlying Fund
|
|
Management Fee
|
|
Ratio
|
|
|
Short Duration Government
|
|
|
First $1 billion 0.50%
|
|
|
|
0.54%
|
|
|
|
|
Next $1 billion 0.45%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.43%
|
|
|
|
|
|
|
Core Fixed Income
|
|
|
First $1 billion 0.40%
|
|
|
|
0.46%
|
|
|
|
|
Next $1 billion 0.36%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.34%
|
|
|
|
|
|
|
Global Income
|
|
|
First $1 billion 0.65%
|
|
|
|
0.69%
|
|
|
|
|
Next $1 billion 0.59%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.56%
|
|
|
|
|
|
|
High Yield
|
|
|
First $2 billion 0.70%
|
|
|
|
0.75%
|
|
|
|
|
Over $2 billion 0.63%
|
|
|
|
|
|
|
Structured Large Cap Growth
|
|
|
First $1 billion 0.65%
|
|
|
|
0.55%
|
|
|
|
|
Next $1 billion 0.59%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.56%
|
|
|
|
|
|
|
Structured Large Cap Value
|
|
|
First $1 billion 0.60%
|
|
|
|
0.55%
|
|
|
|
|
Next $1 billion 0.54%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.51%
|
|
|
|
|
|
|
Structured Small Cap Equity
|
|
|
First $2 billion 0.85%
|
|
|
|
0.85%
|
|
|
|
|
Over $2 billion 0.77%
|
|
|
|
|
|
|
Structured International
Equity
|
|
|
First $1 billion 0.85%
|
|
|
|
0.85%
|
|
|
|
|
Next $1 billion 0.77%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.73%
|
|
|
|
|
|
|
Emerging Markets Debt
|
|
|
First $2 billion 0.80%
|
|
|
|
0.88%
|
|
|
|
|
Over $2 billion 0.72%
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
First $1 billion 1.00%
|
|
|
|
1.04%
|
|
|
|
|
Next $1 billion 0.90%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.86%
|
|
|
|
|
|
|
International Real Estate
Securities
|
|
|
First $2 billion 1.05%
|
|
|
|
1.13%
|
|
|
|
|
Over $2 billion 0.95%
|
|
|
|
|
|
|
Inflation Protected
Securities
|
|
|
First $1 billion 0.33%
|
|
|
|
N/A
|
*
|
|
|
|
Next $1 billion 0.30%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.28%
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
First $2 billion 0.50%
|
|
|
|
0.58%
|
|
|
|
|
Over $2 billion 0.45%
|
|
|
|
|
|
|
Financial Square Prime
Obligations
|
|
|
0.16%
|
|
|
|
0.18%
|
|
|
* This Fund commenced operations on
August 31, 2007.
33
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Portfolios will be available in the Portfolios semi-annual
report dated February 29, 2008.
|
|
|
|
Robert B. Litterman, Ph.D., a Managing Director
of Goldman Sachs, is the co-developer, along with the late
Fischer Black, of the Black-Litterman Global Asset Allocation
Model, a key tool in the investment management divisions
(IMD) asset allocation process. As Director of
Quantitative Resources, Dr. Litterman oversees Quantitative
Equities, the Quantitative Strategies Group, and the Global
Investment Strategies Group. In total, these groups include over
100 professionals. Prior to moving to IMD, Dr. Litterman,
who became a Partner in 1994, was the head of the Firmwide Risk
department. Preceding that time, Dr. Litterman spent eight
years in the Fixed Income Divisions research department
where he was co-director of the research and model development
group.
|
|
|
Quantitative
Strategies Group
|
|
|
|
|
n
|
The Quantitative Strategies Group consists of
over 60 professionals, including 10 Ph.Ds, with extensive
academic and practitioner experience
|
|
n
|
Disciplined, quantitative models are used to
determine the relative attractiveness of the worlds stock,
bond and currency markets
|
|
n
|
Theory and economic intuition guide the
investment process
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark M. Carhart, Ph.D.,
CFA
Managing Director, Co-Head
and Co-Chief Investment Officer
Quantitative Strategies
|
|
Since
2007
|
|
Dr. Carhart joined the
Investment Adviser as a member of the Quantitative Strategies
team in 1997 and became Co-Head of the Quantitative Strategies
team in 1998.
|
|
Ray Iwanowski
Managing Director, Co-Head
and Co-Chief Investment Officer
Quantitative Strategies
|
|
Since
2007
|
|
Mr. Iwanowski
joined the Investment Adviser as a member of the Quantitative
Strategies team in 1997 and became Co-head of the Quantitative
Strategies team in 1998.
|
|
Katinka Domotorffy,
CFA
Managing Director and Senior Portfolio Manager
|
|
Since
2007
|
|
Ms. Domotorffy joined
the Investment Adviser as a member of the Quantitative
Strategies Group in 1998.
|
|
|
|
|
Mark Carhart and Ray Iwanowski, as Co-Heads and
Co-Chief Investment Officers of the Quantitative Strategies
team, are ultimately responsible for the Portfolios
investment process. Katinka Domotorffy manages the
implementation and execution process. The strategic and tactical
allocations are model-driven and generated by a computer-powered
optimizer. The portfolio management team collectively decides on
constraints and adjustments to the trades generated by the
quantitative models.
|
34
SERVICE PROVIDERS
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Portfolios, see the Additional Statement.
|
DISTRIBUTOR
AND TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Portfolios shares.
Goldman Sachs, 71 S. Wacker Drive., Chicago, Illinois
60606, also serves as each Portfolios transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Underlying Funds
or Portfolios. Goldman Sachs reserves the right to redeem at any
time some or all of the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
an Underlying Fund or limit an Underlying Funds investment
activities. Goldman Sachs is a full service investment banking,
broker dealer, asset management and financial services
organization and a major participant in global financial
markets. As such, it acts as an investor, investment banker,
research provider, investment manager, financier, advisor,
market maker, trader, prime broker, lender, agent and principal,
and has other direct and indirect interests, in the global fixed
income, currency, commodity, equity and other markets in which
the Underlying Funds directly and indirectly invest. Thus, it is
likely that the Underlying Funds will have multiple business
relationships with and will invest in, engage in transactions
with, make voting decisions with respect to, or obtain services
from entities for which Goldman Sachs performs or seeks to
perform investment banking or other services. Goldman Sachs and
its affiliates engage in proprietary trading and advise accounts
and funds which have investment objectives similar to those of
the Underlying Funds and/or which engage in and compete for
transactions in the same types of securities, currencies and
instruments as the Underlying Funds. Goldman Sachs and its
affiliates will not have any obligation to make available any
information regarding their proprietary activities or
strategies, or the activities or strategies used for other
accounts managed by them, for the benefit of the management of
the Underlying Funds. The results of an Underlying Funds
investment activities, therefore, may differ from
|
35
|
|
|
those of Goldman Sachs, its affiliates, and other
accounts managed by Goldman Sachs and it is possible that an
Underlying Fund could sustain losses during periods in which
Goldman Sachs and its affiliates and other accounts achieve
significant profits on their trading for proprietary or other
accounts. In addition, the Underlying Funds may, from time to
time, enter into transactions in which Goldman Sachs or its
other clients have an adverse interest. Furthermore,
transactions undertaken by Goldman Sachs, its affiliates or
Goldman Sachs advised clients may adversely impact the
Underlying Funds. Transactions by one or more Goldman Sachs
advised clients or the Investment Adviser may have the effect of
diluting or otherwise disadvantaging the values, prices or
investment strategies of the Underlying Funds. An Underlying
Funds activities may be limited because of regulatory
restrictions applicable to Goldman Sachs and its affiliates,
and/or their internal policies designed to comply with such
restrictions. As a global financial services firm, Goldman Sachs
also provides a wide range of investment banking and financial
services to issuers of securities and investors in securities.
Goldman Sachs, its affiliates and others associated with it may
create markets or specialize in, have positions in and affect
transactions in, securities of issuers held by the Underlying
Funds, and may also perform or seek to perform investment
banking and financial services for those issuers. Goldman Sachs
and its affiliates may have business relationships with and
purchase or distribute or sell services or products from or to
distributors, consultants or others who recommend the Underlying
Funds or who engage in transactions with or for the Underlying
Funds. For more information about conflicts of interest, see the
Additional Statement.
|
|
|
Under a securities lending program approved by
the Trusts Board of Trustees, the Underlying Funds may
retain an affiliate of the Investment Adviser to serve as the
securities lending agent for each Underlying Fund to the extent
that the Underlying Funds engage in the securities lending
program. For these services, the lending agent may receive a fee
from the Underlying Funds, including a fee based on the returns
earned on the Underlying Funds investment of the cash
received as collateral for the loaned securities. In addition,
the Underlying Funds may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the
Underlying Funds portfolio investment transactions.
|
36
|
|
|
Dividends
|
|
|
Each Portfolio pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Portfolio
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the Additional
Statement.
|
|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to Goldman
Sachs at any time before the record date for a particular
dividend or distribution. If you do not indicate any choice,
your dividends and distributions will be reinvested
automatically in the applicable Portfolio.
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
Income
|
|
Capital Gains
|
Portfolio
|
|
Dividends
|
|
Distributions
|
|
|
Retirement Strategy 2010
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2015
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2020
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2030
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2040
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2050
Portfolio
|
|
Annually
|
|
Annually
|
|
|
|
|
From time to time a portion of a Portfolios
dividends may constitute a return of capital for tax purposes,
and/or may include amounts in excess of the Portfolios net
investment income for the period calculated in accordance with
good accounting practice.
|
37
|
|
|
When you purchase shares of a Portfolio, part of
the NAV per share may be represented by undistributed income or
undistributed realized gains that have previously been earned by
the Portfolio. Therefore, subsequent distributions on such
shares from such income or realized gains may be taxable to you
even if the NAV of the shares is, as a result of the
distributions, reduced below the cost of such shares and the
distributions (or portions thereof) represent a return of a
portion of the purchase price.
|
38
|
|
|
Shareholder Guide
|
|
|
The following section will provide you with
answers to some of the most often asked questions regarding
buying and selling the Funds shares.
|
|
|
|
How Can
I Purchase Class A Shares Of The Funds?
|
|
You may purchase shares of the Funds through:
|
|
|
|
|
n
|
Authorized Dealers;
|
|
n
|
Goldman Sachs; or
|
|
n
|
Directly from the Trust.
|
|
|
|
In order to make an initial investment in a Fund,
you must furnish to the Fund, Goldman Sachs or your Authorized
Dealer the information in the Account Application. An order will
be processed upon receipt of payment.
|
|
|
To Open
an Account:
|
|
|
|
|
n
|
Complete the Account Application
|
|
n
|
Mail your payment and Account Application to:
|
|
|
|
|
|
Purchases by check or Federal Reserve draft
should be made payable to your Authorized Dealer
|
|
|
Your Authorized Dealer is responsible for
forwarding payment promptly (within three business days) to the
Fund
|
|
|
|
or
|
|
Goldman Sachs
Funds
, P.O. Box 219711, Kansas
City, MO 64121-9711
|
|
|
|
|
|
Purchases by check or Federal Reserve draft
should be made payable to Goldman Sachs Funds (Name
of Fund
and
Class of Shares)
|
|
|
|
Boston Financial Data Services, Inc.
(BFDS), the Funds sub-transfer agent, will not
accept checks drawn on foreign banks, third-party checks,
temporary checks, electronic checks, or cash or cash
equivalents, e.g., cashiers checks, official bank checks,
drawer checks, money orders, travelers cheques or credit card
checks. In limited situations involving the transfer of
retirement assets, the Fund may accept cashiers checks or
official bank checks.
|
|
|
|
For federal funds wire, Automated Clearing House
Network (ACH) transfer or bank wires, please call
the Funds at 1-800-526-7384 to get detailed instructions on how
to wire your money.
|
39
|
|
|
What Is
My Minimum Investment In The Funds?
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
Additional*
|
|
|
|
|
|
|
|
Regular Accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Employer Sponsored Benefit
Plans
|
|
|
$250
|
|
|
|
No Minimum
|
|
|
Uniform Gift/Transfer to
Minors Accounts (UGMA/UTMA)
|
|
|
$250
|
|
|
|
$50
|
|
|
Individual Retirement
Accounts and Coverdell ESAs
|
|
|
$250
|
|
|
|
$50
|
|
|
Automatic Investment Plans
|
|
|
$250
|
|
|
|
$50
|
|
|
|
|
|
|
*
|
No minimum additional investment requirements
are imposed with respect to investors trading through
intermediaries who aggregate shares in omnibus or similar
accounts (e.g., retirement plan accounts, wrap program accounts
or traditional brokerage house accounts).
|
|
|
|
The minimum investment requirement may be waived
for certain mutual fund wrap programs at the
discretion of the Trusts officers. For these programs, no
minimum amount is required for subsequent investments.
|
|
|
What
Alternative Sales Arrangements Are Available?
|
|
The Funds offer one class of shares through this
Prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Amount You Can
Buy In The Aggregate Across Funds
|
|
Class A
|
|
No limit
|
|
Initial Sales
Charge
|
|
Class A
|
|
Applies to purchases of
less than $1 millionvaries by size of investment with
a maximum of 5.5%
|
|
CDSC
|
|
Class A
|
|
1.00% on certain
investments of $1 million or more
if
you sell
within 18 months
|
|
Conversion
Features
|
|
Class A
|
|
None
|
|
|
|
|
What
Else Should I Know About Share Purchases?
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of shares of a
Fund is evident, or if purchases, sales or exchanges are, or a
subsequent abrupt redemption might be, of a size that would
disrupt the management of a Fund.
|
|
n
|
Close a Fund to new investors from time to time
and reopen a Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
|
40
SHAREHOLDER GUIDE
|
|
|
|
n
|
Modify or waive the minimum investment
requirements.
|
|
n
|
Modify the manner in which shares are offered.
|
|
n
|
Modify the sales charge rates applicable to
future purchases of shares.
|
|
|
|
Generally, the Fund will not allow
non-U.S. citizens and certain U.S. citizens residing
outside the United States to open an account directly with the
Funds.
|
|
|
The Funds may allow you to purchase shares with
securities instead of cash if consistent with a Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
|
|
|
|
Customer Identification
Program.
Federal law requires the
Funds to obtain, verify and record identifying information,
which may include the name, residential or business street
address, date of birth (for an individual), Social Security
Number or taxpayer identification number and/or other
identifying information, for each investor who opens an account
with the Funds. Applications without the required information,
which will be reviewed solely for customer identification
purposes, may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; or (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Funds are unable to verify an investors identity. The
Funds and their agents will not be responsible for any loss in
an investors account resulting from the investors
delay in providing all required identifying information or from
closing an account and redeeming an investors shares
pursuant to the customer identification program.
|
|
|
|
How Are
Shares Priced?
|
|
The price you pay when you buy shares is a
Funds next determined NAV for a share class (as adjusted
for any applicable sales charge). The price you receive when you
sell shares is a Funds next determined NAV for a share
class with the redemption proceeds reduced by any applicable
charge (e.g., CDSCs). Each class calculates its NAV as
follows:
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
Investments in other registered mutual funds such
as the Underlying Funds are valued based on the NAV of those
mutual funds (which may use fair value pricing as discussed
below).
|
41
|
|
|
The investments of the Funds and the Underlying
Funds are valued based on market quotations or if market
quotations are not readily available, or if the Investment
Adviser believes that such quotations do not accurately reflect
fair value, the fair value of the investments may be determined
in good faith under procedures established by the Trustees.
|
|
|
In the event that a Fund invests a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value for a particular
security or if the value does not meet the established criteria
for the Underlying Funds, the most recent closing price for such
a security on its principal exchange will generally be its fair
value on such date.
|
|
|
In addition, the investment adviser of an
Underlying Fund, consistent with applicable regulatory guidance,
may determine to make an adjustment to the previous closing
prices of either domestic or foreign securities in light of
significant events, to reflect what it believes to be the fair
value of the securities at the time of determining an Underlying
Funds NAV. Significant events that could affect a large
number of securities in a particular market may include, but are
not limited to: situations relating to one or more single
issuers in a market sector; significant fluctuations in foreign
markets; market disruptions or market closings; governmental
actions or other developments; as well as the same or similar
events which may affect specific issuers or the securities
markets even though not tied directly to the securities markets.
Other significant events that could relate to a single issuer
may include, but are not limited to: corporate actions such as
reorganizations, mergers and buy-outs; corporate announcements
on earnings; significant litigation; and regulatory news such as
governmental approvals.
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Underlying
Fund shares. However, it involves the risk that the values used
by the Underlying Funds to price their investments may be
different from those used by other investment companies and
investors to price the same investments.
|
|
|
|
|
n
|
NAV per share of each share class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or such other times as the New
|
42
SHAREHOLDER GUIDE
|
|
|
|
|
York Stock Exchange or NASDAQ market may
officially close. Fund shares will generally not be priced on
any day the New York Stock Exchange is closed.
|
|
n
|
When you buy shares, you pay the NAV (as adjusted
for any applicable sales charge) next calculated
after
the Funds receive your order in proper form.
|
|
n
|
When you sell shares, you receive the NAV next
calculated
after
the Funds receive your order in proper
form. Redemption proceeds are reduced by any applicable CDSC or
redemption fee.
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at an NAV other than a
Funds official closing NAV that is subsequently adjusted,
and to recover amounts from (or distribute amounts to)
shareholders accordingly based on the official closing NAV, as
adjusted.
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
|
|
Consistent with industry practice investment
transactions not settling on the same day are recorded and
factored into a Funds net asset value on the business day
following trade date (T+1). The use of T+1 accounting generally
does not, but may, result in a net asset value that differs
materially from the net asset value that would result if all
transactions were reflected on their trade dates.
|
|
|
Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal Reserve wire payment
system is open. To learn whether a Fund is open for business
during this situation, please call 1-800-526-7384.
|
|
|
Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if the Fund holds
foreign securities its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
|
43
COMMON
QUESTIONS ABOUT THE PURCHASE OF CLASS A
SHARES
|
|
|
|
What Is
The Offering Price Of Class A Shares?
|
|
The offering price of Class A Shares
of each Fund is the next determined NAV per share plus an
initial sales charge paid to Goldman Sachs at the time of
purchase of shares.
The sales
charge varies depending upon the amount you purchase. In some
cases, described below, the initial sales charge may be
eliminated altogether, and the offering price will be the NAV
per share. The current sales charges and commissions paid to
Authorized Dealers for Class A Shares of the Funds are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge
|
|
Maximum Dealer
|
|
|
Sales Charge as
|
|
as Percentage
|
|
Allowance as
|
Amount of Purchase
|
|
Percentage of
|
|
of Net Amount
|
|
Percentage of
|
(including sales charge, if any)
|
|
Offering Price
|
|
Invested
|
|
Offering Price*
|
|
|
Less than $50,000
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
|
5.00
|
%
|
$50,000 up to (but less
than) $100,000
|
|
|
4.75
|
|
|
|
4.99
|
|
|
|
4.00
|
|
$100,000 up to (but less
than) $250,000
|
|
|
3.75
|
|
|
|
3.90
|
|
|
|
3.00
|
|
$250,000 up to (but less
than) $500,000
|
|
|
2.75
|
|
|
|
2.83
|
|
|
|
2.25
|
|
$500,000 up to (but less
than) $1 million
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
1.75
|
|
$1 million or more
|
|
|
0.00
|
**
|
|
|
0.00
|
**
|
|
|
|
***
|
|
|
|
|
*
|
|
Dealers allowance may be changed
periodically. During special promotions, the entire sales charge
may be allowed to Authorized Dealers. Authorized Dealers to whom
substantially the entire sales charge is allowed may be deemed
to be underwriters under the Securities Act of
1933.
|
**
|
|
No sales charge is payable at the time of
purchase of Class A Shares of $1 million or more, but a
CDSC of 1% may be imposed in the event of certain redemptions
within 18 months of purchase.
|
***
|
|
The Distributor may pay a one-time commission
to Authorized Dealers who initiate or are responsible for
purchases of $1 million or more of shares of the Funds equal to
1.00% of the amount under $3 million, 0.50% of the next $2
million, and 0.25% thereafter. In instances where an Authorized
Dealer (including Goldman Sachs Private Wealth Management
Unit) agrees to waive its receipt of the one-time commission
described above, the CDSC on Class A Shares, generally will
be waived. The Distributor may also pay, with respect to all or
a portion of the amount purchased, a commission in accordance
with the foregoing schedule to Authorized Dealers who initiate
or are responsible for purchases of $500,000 or more by certain
Section 401(k), profit sharing, money purchase pension,
tax-sheltered annuity, defined benefit pension, or other
employee benefit plans (including health savings accounts) that
are sponsored by one or more employers (including governmental
or church employers) or employee organizations investing in the
Funds which satisfy the criteria set forth below in When
Are Class A Shares Not Subject To A Sales Load? or $1
million or more by certain wrap accounts. Purchases
by such plans will be made at NAV with no initial sales charge,
but if shares are redeemed within 18 months after the end
of the calendar month in which such purchase was made, a CDSC of
1% may be imposed upon the plan, the plan sponsor or the
third-party administrator. In addition, Authorized Dealers will
remit to the Distributor such payments received in connection
with wrap accounts in the event that shares are
redeemed within 18 months after the end of the calendar
month in which the purchase was made.
|
|
|
|
You should note that the actual sales charge that
appears in your mutual fund transaction confirmation may differ
slightly from the rate disclosed above in this Prospectus due to
rounding calculations.
|
|
|
As indicated in the above chart, and as discussed
further below and in the section titled How Can the Sales
Charge on Class A Shares Be Reduced?, you may, under
certain circumstances, be entitled to pay reduced sales charges
on your purchases of Class A Shares or have those charges
waived entirely. To take advantage of these discounts, you or
your Authorized Dealer or financial
|
44
SHAREHOLDER GUIDE
|
|
|
intermediary must notify the Funds Transfer
Agent at the time of your purchase order that a discount may
apply to your current purchases. You may also be required to
provide appropriate documentation to receive those discounts,
including:
|
|
|
|
|
(i)
|
Information or records regarding shares of the
Funds or other Goldman Sachs Funds held in all accounts
(
e.g.,
retirement accounts) of the shareholder at the
financial intermediary;
|
|
|
(ii)
|
Information or records regarding shares of the
Funds or other Goldman Sachs Funds held in any account of the
shareholder at another financial intermediary; and
|
|
|
(iii)
|
Information or records regarding shares of the
Funds or other Goldman Sachs Funds held at any financial
intermediary by related parties of the shareholder, such as
members of the same family or household.
|
|
|
|
You should note in particular that, if the
Funds Transfer Agent is properly notified, under the
Right of Accumulation described below, the
Amount of Purchase in the chart on the preceding
page will be deemed to include all Class A, Class B
and/or Class C Shares of the Goldman Sachs Funds that were
acquired by purchase or exchange, and are held at the time of
purchase by any of the following persons: (i) you, your
spouse and your children; and (ii) any trustee, guardian or
other fiduciary of a single trust estate or a single fiduciary
account. This includes, for example, any Class A,
Class B and/or Class C Shares held at a broker-dealer
or other financial intermediary other than the one handling your
current purchase. In some circumstances, other Class A,
Class B and/or Class C Shares may be aggregated with
your current purchase under the Right of Accumulation as
described in the Additional Statement. For purposes of
determining the Amount of Purchase, all
Class A, Class B and/or Class C Shares currently
held will be valued at their current market value.
|
|
|
You should also note that if you provide the
Transfer Agent a signed written Statement of Intention to invest
(not counting reinvestments of dividends and distributions) in
the aggregate within a 13-month period, $50,000 or more in
Class A Shares of one or more Goldman Sachs Funds any
investments you make during the 13 months will be treated
as though the total quantity were invested in one lump sum and
you will receive the discounted sales load based on your
investment commitment. You must, however, inform the Transfer
Agent that the Statement of Intention is in effect each time
shares are purchased. Each purchase will be made at the public
offering price applicable to a single transaction of the dollar
amount specified on the Statement of Intention.
|
|
|
In addition to the information provided in this
Prospectus and the Additional Statement, information about sales
charge discounts is available from your
|
45
|
|
|
Authorized Dealer or financial intermediary and,
free of charge, on the Funds website at
http://www.goldmansachsfunds.com.
|
|
|
What
Else Do I Need To Know About Class A Shares
CDSC?
|
|
Purchases of $1 million or more of Class A
Shares will be made at NAV with no initial sales charge.
However, if you redeem shares within 18 months after the
end of the calendar month in which the purchase was made, a CDSC
of 1% may be imposed. The CDSC may not be imposed if your
Authorized Dealer enters into an agreement with the Distributor
to return all or an applicable prorated portion of its
commission to the Distributor. The CDSC is waived on redemptions
in certain circumstances. See In What Situations May The
CDSC On Class A Shares Be Waived Or Reduced? below.
|
|
|
When
Are Class A Shares Not Subject To A Sales Load?
|
|
Class A Shares of the Funds may be sold at
NAV without payment of any sales charge to the following
individuals and entities:
|
|
|
|
|
n
|
Goldman Sachs, its affiliates or their respective
officers, partners, directors or employees (including retired
employees and former partners), any partnership of which Goldman
Sachs is a general partner, any Trustee or officer of the Trust
and designated family members of any of these individuals;
|
|
n
|
Qualified employee benefit plans of Goldman Sachs;
|
|
n
|
Trustees or directors of investment companies for
which Goldman Sachs or an affiliate acts as sponsor;
|
|
n
|
Any employee or registered representative of any
Authorized Dealer or their respective spouses, children and
parents;
|
|
n
|
Banks, trust companies or other types of
depository institutions;
|
|
n
|
Any state, county or city, or any
instrumentality, department, authority or agency thereof, which
is prohibited by applicable investment laws from paying a sales
charge or commission in connection with the purchase of shares
of a Fund;
|
|
n
|
Section 401(k), profit sharing, money
purchase pension, tax-sheltered annuity, defined benefit
pension, or other employee benefit plans (including health
savings accounts) that are sponsored by one or more employers
(including governmental or church employers) or employee
organizations (Employee Benefit Plans) that:
|
|
|
|
|
n
|
Buy shares of Goldman Sachs Funds worth $500,000
or more; or
|
|
n
|
Have 100 or more eligible employees at the time
of purchase; or
|
|
n
|
Certify that they expect to have annual plan
purchases of shares of Goldman Sachs Funds of $200,000 or more;
or
|
|
n
|
Are provided administrative services by certain
third-party administrators that have entered into a special
service arrangement with Goldman Sachs relating to such plans; or
|
|
n
|
Have at the time of purchase aggregate assets of
at least $2,000,000;
|
46
SHAREHOLDER GUIDE
|
|
|
|
n
|
Non-qualified pension plans sponsored by
employers who also sponsor qualified plans that qualify for and
invest in Goldman Sachs Funds at NAV without the payment of any
sales charge;
|
|
n
|
Insurance company separate accounts that make the
Funds available as underlying investments in certain group
annuity contracts;
|
|
n
|
Wrap accounts for the benefit of
clients of broker-dealers, financial institutions or financial
planners, provided they have entered into an agreement with GSAM
specifying aggregate minimums and certain operating policies and
standards;
|
|
n
|
Registered investment advisers investing for
accounts for which they receive asset-based fees;
|
|
n
|
Accounts over which GSAM or its advisory
affiliates have investment discretion;
|
|
n
|
Shareholders receiving distributions from a
qualified Employee Benefit Plan invested in the Goldman Sachs
Funds and reinvesting such proceeds in a Goldman Sachs IRA;
|
|
n
|
Shareholders who roll over distributions from any
tax-qualified Employee Benefit Plan or tax-sheltered annuity to
an IRA which invests in the Goldman Sachs Funds if the
tax-qualified Employee Benefit Plan or tax-sheltered annuity
receives administrative services provided by certain third-party
administrators that have entered into a special service
arrangement with Goldman Sachs relating to such plan or annuity;
|
|
n
|
State-sponsored 529 College Savings Plans; or
|
|
n
|
Investors who qualify under other exemptions that
are stated from time to time in the Additional Statement.
|
|
|
|
You must certify eligibility for any of the
above exemptions on your Account Application and notify the Fund
if you no longer are eligible for the exemption.
|
|
|
A Fund will grant you an exemption subject to
confirmation of your entitlement. You may be charged a fee if
you effect your transactions through a broker or agent.
|
|
|
How Can
The Sales Charge On Class A Shares Be Reduced?
|
|
|
|
|
n
|
Right of Accumulation:
When buying Class A Shares in
Goldman Sachs Funds, your current aggregate investment
determines the initial sales load you pay. You may qualify for
reduced sales charges when the current market value of holdings
across Class A, Class B and/or Class C Shares,
plus new purchases, reaches $50,000 or more. Class A,
Class B and/or Class C Shares of any of the Goldman
Sachs Funds may be combined under the Right of Accumulation. For
purposes of applying the Right of Accumulation, shares of the
Funds and any other Goldman Sachs Funds purchased by an existing
client of Goldman Sachs Wealth Management or GS Ayco Holding LLC
will be combined with Class A,
|
47
|
|
|
|
|
Class B and/or Class C Shares and other
assets held by all other Goldman Sachs Wealth Management
accounts or accounts of GS Ayco Holding LLC, respectively. In
addition, under some circumstances, Class A Shares of the
Funds and Class A, Class B and/or Class C Shares
of any other Goldman Sachs Fund purchased by partners,
directors, officers or employees of the same business
organization, groups of individuals represented by and investing
on the recommendation of the same accounting firm, and certain
other organizations may be combined for the purpose of
determining whether a purchase will qualify for the Right of
Accumulation and, if qualifying, the applicable sales charge
level. To qualify for a reduced sales load, you or your
Authorized Dealer must notify the Funds Transfer Agent at
the time of investment that a quantity discount is applicable.
Use of this option is subject to a check of appropriate records.
The Additional Statement has more information about the Right of
Accumulation.
|
|
n
|
Statement of Intention:
You may obtain a reduced sales
charge by means of a written Statement of Intention which
expresses your non-binding commitment to invest (not counting
reinvestments of dividends and distributions) in the aggregate
$50,000 or more within a period of 13 months in
Class A Shares of one or more of the Goldman Sachs Funds.
Any investments you make during the period will receive the
discounted sales load based on the full amount of your
investment commitment. At your request, purchases made during
the previous 90 days may be included; however, capital
appreciation does not apply toward these combined purchases. If
the investment commitment of the Statement of Intention is not
met prior to the expiration of the 13-month period, the entire
amount will be subject to the higher applicable sales charge
unless the failure to meet the investment commitment is due to
the death of the investor. By signing the Statement of
Intention, you authorize the Transfer Agent to escrow and redeem
Class A Shares in your account to pay this additional
charge. The Additional Statement has more information about the
Statement of Intention, which you should read carefully.
|
COMMON
QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A
SHARES
|
|
|
|
What
Else Do I Need To Know About The CDSC On Class A
Shares?
|
|
|
|
|
n
|
The CDSC is based on the lesser of the NAV of the
shares at the time of redemption or the original offering price
(which is the original NAV).
|
|
|
|
|
n
|
No CDSC is charged on shares acquired from
reinvested dividends or capital gains distributions.
|
48
SHAREHOLDER GUIDE
|
|
|
|
n
|
No CDSC is charged on the per share appreciation
of your account over the initial purchase price.
|
|
|
|
|
n
|
To keep your CDSC as low as possible, each time
you place a request to sell shares, the Funds will first sell
any shares in your account that do not carry a CDSC and then the
shares in your account that have been held the longest.
|
|
|
|
In What
Situations May The CDSC On Class A Shares Be Waived Or
Reduced?
|
|
The CDSC on Class A Shares that are subject
to a CDSC may be waived or reduced if the redemption relates to:
|
|
|
|
|
n
|
Retirement distributions or loans to participants
or beneficiaries from Employee Benefit Plans;
|
|
n
|
The death or disability (as defined in
Section 72(m)(7) of the Internal Revenue Code of 1986, as
amended (the Code)) of a shareholder, participant or
beneficiary in an Employee Benefit Plan;
|
|
n
|
Hardship withdrawals by a participant or
beneficiary in an Employee Benefit Plan;
|
|
n
|
Satisfying the minimum distribution requirements
of the Code;
|
|
n
|
Establishing substantially equal periodic
payments as described under Section 72(t)(2) of the
Code;
|
|
n
|
The separation from service by a participant or
beneficiary in an Employee Benefit Plan;
|
|
n
|
The death or disability (as defined in
Section 72(m)(7) of the Code) of a shareholder if the
redemption is made within one year of the event;
|
|
n
|
Excess contributions distributed from an Employee
Benefit Plan;
|
|
n
|
Distributions from a qualified Employee Benefit
Plan invested in the Goldman Sachs Funds which are being rolled
over to a Goldman Sachs IRA in the same share class; or
|
|
n
|
Redemption proceeds which are to be reinvested in
accounts or non-registered products over which GSAM or its
advisory affiliates have investment discretion.
|
|
|
|
In addition, Class A Shares subject to a
systematic withdrawal plan may be redeemed without a CDSC. The
Funds reserve the right to limit such redemptions to 10% of the
value of your Class A Shares.
|
|
|
In addition to Class A Shares, each Fund
also offers other classes of shares to investors. These other
share classes are subject to different fees and expenses (which
affect performance), have different minimum investment
requirements and are entitled to different services. Information
regarding these other share classes may be obtained from your
sales representative or from Goldman Sachs by calling the number
on the back cover of this Prospectus.
|
49
|
|
|
How Can
I Sell Class A Shares Of The Funds?
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares.
Generally, each Fund will redeem its shares upon request on
any business day at the NAV next determined after receipt of
such request in proper form, subject to any applicable CDSC.
You may request that redemption proceeds be sent to you by
check or by wire (if the wire instructions are on record).
Redemptions may be requested in writing or by telephone.
|
|
|
|
Instructions For Redemptions:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Your
name(s) and signature(s)
|
|
|
n
Your
account number
|
|
|
n
The
Fund name and Class of Shares
|
|
|
n
The
dollar amount you want to sell
|
|
|
n
How
and where to send the proceeds
|
|
|
n
Obtain
a Medallion signature guarantee (see details below)
|
|
|
n
Mail
your request to:
Goldman Sachs
Funds
P.O. Box
219711
Kansas City, MO 64121-9711
|
|
|
or for overnight
delivery:
Goldman Sachs
Funds
c/o Boston Financial Data
Services
330 West 9th
Street
Kansas City, MO 64105
|
|
By Telephone:
|
|
If you have not declined
the telephone redemption privilege on your Account Application:
|
|
|
n
Call
1-800-526-7384
(8:00 a.m. to
4:00 p.m. New York time)
|
|
|
n
You
may redeem up to $50,000 of your
shares
daily
|
|
|
n
Proceeds
which are sent directly to a
Goldman
Sachs brokerage account or to
the bank account
designated on your
Account Application are not
subject
to the $50,000 limit
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|
|
|
|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person with a Medallion signature
guarantee. The written request may be confirmed by telephone
with both the requesting party and the designated bank account
to verify instructions.
|
50
SHAREHOLDER GUIDE
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee is required if:
|
|
|
|
|
|
n
|
You are requesting in writing to redeem shares in
an amount over $50,000; or
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record.
|
|
|
|
|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a signature guarantee. Additional documentation may be
required.
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|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. The Trust may
accept telephone redemption instructions from any person
identifying himself or herself as the owner of an account or the
owners registered representative where the owner has not
declined in writing to use this service. Thus, you risk possible
losses if a telephone redemption is not authorized by you.
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|
|
In an effort to prevent unauthorized or
fraudulent redemption and exchange requests by telephone,
Goldman Sachs and BFDS each employ reasonable procedures
specified by the Trust to confirm that such instructions are
genuine. If reasonable procedures are not employed, the Trust
may be liable for any loss due to unauthorized or fraudulent
transactions. The following general policies are currently in
effect:
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|
|
|
|
n
|
All telephone requests are recorded.
|
|
n
|
Proceeds of telephone redemption requests will be
sent only to your address of record or authorized bank account
designated in the current records of the Transfer Agent (unless
you provide written instructions and a Medallion signature
guarantee, indicating another address or account).
|
|
n
|
For the 30-day period following a change of
address, telephone redemptions will only be filled by a wire
transfer to the bank account designated in the current records
of the Transfer Agent (see immediately preceding bullet point).
In order to receive the redemption by check during this time
period, the redemption request must be in the form of a written,
Medallion signature guaranteed letter.
|
|
n
|
The telephone redemption option does not apply to
shares held in a street name account. Street
name accounts are accounts maintained and serviced by your
Authorized Dealer. If your account is held in street
name, you should contact your registered representative of
record, who may make telephone redemptions on your behalf.
|
|
n
|
The telephone redemption option may be modified
or terminated at any time.
|
51
|
|
|
Note: It may be difficult to make telephone
redemptions in times of drastic economic or market
conditions.
|
|
|
How Are
Redemption Proceeds Paid?
|
|
By Wire:
You
may arrange for your redemption proceeds to be wired as federal
funds to the domestic bank account designated in the current
records of the Transfer Agent. The following general policies
govern wiring redemption proceeds:
|
|
|
|
|
n
|
Redemption proceeds will normally be wired on the
next business day in federal funds (for a total of one business
day delay), but may be paid up to three business days following
receipt of a properly executed wire transfer redemption request.
|
|
n
|
Although redemption proceeds will normally be
wired as described above, under certain circumstances,
redemption requests or payments may be postponed or suspended as
permitted pursuant to Section 22(e) of the Investment
Company Act. Generally, under that section, redemption requests
or payments may be postponed or suspended if (i) the New
York Stock Exchange is closed for trading or trading is
restricted; (ii) an emergency exists which makes the
disposal of securities owned by a Fund or fair determination of
the value of the Funds net assets not reasonably
practicable; or (iii) the SEC by order permits the
suspension of the right of redemption.
|
|
n
|
If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days. If the Federal Reserve Bank
is closed on the day that the redemption proceeds would
ordinarily be wired, wiring the redemption proceeds may be
delayed one additional business day.
|
|
|
n
|
To change the bank designated in the current
records of the Transfer Agent, you must send written
instructions to the Transfer Agent.
|
|
|
n
|
Neither the Trust, Goldman Sachs nor any
Authorized Dealer assumes any responsibility for the performance
of your bank or any intermediaries in the transfer process. If a
problem with such performance arises, you should deal directly
with your bank or any such intermediaries.
|
|
|
|
By Check:
You
may elect to receive your redemption proceeds by check.
Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of a properly
executed redemption request. If you are selling shares you
recently paid for by check, the Fund will pay you when your
check has cleared, which may take up to 15 days.
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52
SHAREHOLDER GUIDE
|
|
|
What
Else Do I Need To Know About Redemptions?
|
|
The following generally applies to redemption
requests:
|
|
|
|
|
n
|
Additional documentation may be required when
deemed appropriate by the Transfer Agent. A redemption request
will not be in proper form until such additional documentation
has been received.
|
|
n
|
Institutions (including banks, trust companies,
brokers and investment advisers) are responsible for the timely
transmittal of redemption requests by their customers to the
Transfer Agent. In order to facilitate the timely transmittal of
redemption requests, these institutions may set times by which
they must receive redemption requests. These institutions may
also require additional documentation from you.
|
|
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Redeem your shares if your account balance falls
below the required Fund minimum as a result of a redemption. The
Funds will not redeem your shares on this basis if the value of
your account falls below the minimum account balance solely as a
result of market conditions. The Funds will give you
60 days prior written notice to allow you to purchase
sufficient additional shares of the Fund in order to avoid such
redemption.
|
|
n
|
Redeem your shares in the event your Authorized
Dealers relationship with Goldman Sachs is terminated, and
you do not transfer your account to another Authorized Dealer.
The Trust will not be responsible for any loss in an
investors account or tax liability resulting from the
redemption.
|
|
n
|
Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interests of the Trust.
|
|
n
|
Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
|
|
n
|
Reinvest any amounts (e.g., dividend
distributions or redemption proceeds) which you have elected to
receive by check should your check for such dividends or other
distributions be returned to a Fund as undeliverable or remain
uncashed for six months. This provision may not apply to certain
retirement or qualified accounts or to a closed account. Your
participation in a systematic withdrawal program may be
terminated if your checks remain uncashed. In addition, that
distribution and all future distributions payable to you will be
reinvested at the NAV on the day of reinvestment in additional
shares of the same class of the Fund that pays the
distributions. No interest will accrue on amounts represented by
uncashed distribution or redemption checks.
|
|
n
|
Charge an additional fee in the event a
redemption is made via wire transfer.
|
53
|
|
|
Can I
Reinvest Redemption Proceeds In The Same Or Another Goldman
Sachs Fund?
|
|
You may redeem shares of a Fund and reinvest a
portion or all of the redemption proceeds (plus any additional
amounts needed to round off purchases to the nearest full share)
at NAV. To be eligible for this privilege, you must have held
the shares you want to redeem for at least 30 days (60
calendar days of purchase with respect to the Goldman Sachs High
Yield Fund and High Yield Municipal Fund) and you must reinvest
the share proceeds within 90 days after you redeem. You may
reinvest as follows:
|
|
|
|
|
n
|
Class AClass A Shares of the same
Fund or another Goldman Sachs Fund
|
|
n
|
You should obtain and read the applicable
prospectuses before investing in any other Goldman Sachs Funds.
|
|
n
|
If you pay a CDSC upon redemption of Class A
Shares and then reinvest in Class A Shares of another
Goldman Sachs Fund as described above, your account will be
credited with the amount of the CDSC you paid. The reinvested
shares will, however, continue to be subject to a CDSC. The
holding period of the shares acquired through reinvestment will
include the holding period of the redeemed shares for purposes
of computing the CDSC payable upon a subsequent redemption.
|
|
n
|
The reinvestment privilege may be exercised at
any time in connection with transactions in which the proceeds
are reinvested at NAV in a tax-sheltered Employee Benefit Plan.
In other cases, the reinvestment privilege may be exercised once
per year upon receipt of a written request.
|
|
n
|
You may be subject to tax as a result of a
redemption. You should consult your tax adviser concerning the
tax consequences of a redemption and reinvestment.
|
|
|
|
Can I
Exchange My Investment From One Fund To Another?
|
|
You may exchange shares of a Fund at NAV without
the imposition of an initial sales charge or CDSC at the time of
exchange for shares of the same class or an equivalent class of
another Goldman Sachs Fund. The exchange privilege may be
materially modified or withdrawn at any time upon
60 days written notice to you.
|
54
SHAREHOLDER GUIDE
|
|
|
Instructions For Exchanging Shares:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Your
Name(s) and signature(s)
|
|
|
n
Your
Account number
|
|
|
n
The
Fund names and Class of Shares
|
|
|
n
The
dollar amount you want to exchange
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
219711
Kansas City, MO 64121-9711
|
|
|
or for overnight
delivery -
Goldman Sachs
Funds
c/o Boston Financial Data
Services
330 West 9th
St.
Kansas City, MO 64105
|
|
By Telephone:
|
|
If you have not declined
the telephone exchange privilege on your Account Application:
|
|
|
n
Call
1-800-526-7384
(8:00 a.m. to
4:00 p.m. New York time)
|
|
|
|
|
You should keep in mind the following factors
when making or considering an exchange:
|
|
|
|
|
n
|
You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
|
|
n
|
Currently, there is no charge for exchanges,
although the Funds may impose a charge in the future.
|
|
n
|
The exchanged shares may later be exchanged for
shares of the same class of the original Fund at the next
determined NAV without the imposition of an initial sales charge
or CDSC (but subject to any applicable redemption fee) if the
amount in the Fund resulting from such exchanges is less than
the largest amount on which you have previously paid the
applicable sales charge.
|
|
n
|
When you exchange shares subject to a CDSC, no
CDSC will be charged at that time. The exchanged shares will be
subject to the CDSC of the shares originally held. For purposes
of determining the amount of the applicable CDSC, the length of
time you have owned the shares will be measured from the date
you acquired the original shares subject to a CDSC and will not
be affected by a subsequent exchange.
|
|
n
|
Eligible investors may exchange certain classes
of shares for another class of shares of the same Fund. For
further information, call Goldman Sachs Funds at 1-800-526-7384.
|
|
|
n
|
All exchanges which represent an initial
investment in a Fund must satisfy the minimum initial investment
requirements of that Fund. This requirement may be waived at the
discretion of the Trust.
|
|
55
|
|
|
|
n
|
Exchanges are available only in states where
exchanges may be legally made.
|
|
n
|
It may be difficult to make telephone exchanges
in times of drastic economic or market conditions.
|
|
n
|
Goldman Sachs and BFDS may use reasonable
procedures described under What Do I Need to Know About
Telephone Redemption Requests? in an effort to prevent
unauthorized or fraudulent telephone exchange requests.
|
|
n
|
Normally, a telephone exchange will be made only
to an identically registered account.
|
|
n
|
Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
|
|
n
|
Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
|
|
|
|
For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
|
|
|
|
Can I
Arrange To Have Automatic Investments Made On A Regular
Basis?
|
|
You may be able to make systematic investments
through your bank via ACH transfer or via bank draft each month.
The minimum dollar amount for this service is $250 for the
initial investment and $50 per month for additional investments.
Forms for this option are available from Goldman Sachs and your
Authorized Dealer, or you may check the appropriate box on the
Account Application.
|
|
|
Can My
Dividends And Distributions From A Fund Be Invested In Other
Funds?
|
|
You may elect to cross-reinvest dividends and
capital gain distributions paid by a Fund in shares of the same
class of other Goldman Sachs Funds.
|
|
|
|
|
n
|
Shares will be purchased at NAV.
|
|
n
|
You may elect cross-reinvestment into an
identically registered account or a similarly registered account
provided that at least one name on the account is registered
identically.
|
|
|
|
Can I
Arrange To Have Automatic Exchanges Made On A Regular
Basis?
|
|
You may elect to exchange automatically a
specified dollar amount of shares of a Fund for shares of the
same class or an equivalent class of other Goldman Sachs Funds.
|
56
SHAREHOLDER GUIDE
|
|
|
|
n
|
Shares will be purchased at NAV if a sales charge
had been imposed on the initial purchase.
|
|
n
|
Shares subject to a CDSC acquired under this
program may be subject to a CDSC at the time of redemption from
the Fund into which the exchange is made depending upon the date
and value of your original purchase.
|
|
n
|
Automatic exchanges are made monthly on the 15th
day of each month or the first business day thereafter.
|
|
n
|
Minimum dollar amount: $50 per month.
|
|
|
|
What
Else Should I Know About Cross-Reinvestments And Automatic
Exchanges?
|
|
Cross-reinvestments and automatic exchanges are
subject to the following conditions:
|
|
|
|
|
n
|
You cannot make cross-reinvestments or automatic
exchanges into a Fund unless the Funds minimum initial
investment requirement is met.
|
|
n
|
You should obtain and read the prospectus of the
Fund into which dividends are invested or automatic exchanges
are made.
|
|
|
|
Can I
Have Automatic Withdrawals Made On A Regular Basis?
|
|
You may redeem from your account systematically
via check or ACH transfer in any amount of $50 or more.
|
|
|
|
|
n
|
It is normally undesirable to maintain a
systematic withdrawal plan at the same time that you are
purchasing additional Class A Shares because of the sales
charge imposed on your purchases of Class A Shares and/or
the imposition of a CDSC on your redemptions of Class A
Shares.
|
|
n
|
Checks are normally mailed the next business day
after your selected systematic withdrawal date of either the
15th or 25th of the month.
|
|
n
|
Each systematic withdrawal is a redemption and
therefore a taxable transaction.
|
|
n
|
The CDSC applicable to Class A Shares
redeemed under the systematic withdrawal plan may be waived.
|
|
|
|
What
Types Of Reports Will I Be Sent Regarding My
Investment?
|
|
You will be provided with a printed confirmation
of each transaction in your account and a quarterly account
statement. A year-to-date statement for your account will be
provided upon request made to Goldman Sachs. If your account is
held in street name you may receive your statements
and confirmations on a different schedule.
|
|
|
You will also receive an annual shareholder
report containing audited financial statements and a semi-annual
shareholder report. If you have consented to the delivery of a
single copy of shareholder reports, prospectuses and other
information to all shareholders who share the same mailing
address with your account, you may revoke your consent at any
time by contacting Goldman Sachs Funds by phone at
|
57
|
|
|
1-800-526-7384 or by mail at Goldman Sachs Funds,
P.O. Box 219711 Kansas City, MO 64121. The Funds will
begin sending individual copies to you within 30 days after
receipt of your revocation.
|
|
|
The Funds do not generally provide sub-accounting
services.
|
|
|
What
Should I Know When I Purchase Shares Through An Authorized
Dealer?
|
|
Authorized Dealers and other financial
intermediaries may provide varying arrangements for their
clients to purchase and redeem Fund shares. In addition,
Authorized Dealers and other financial intermediaries are
responsible for providing to you any communication from a Fund
to its shareholders, including but not limited to, prospectuses,
prospectus supplements, proxy materials and notices regarding
the source of dividend payments pursuant to Section 19 of
the Investment Company Act. They may charge additional fees not
described in this Prospectus to their customers for such
services.
|
|
|
If shares of a Fund are held in a street
name account with an Authorized Dealer, all recordkeeping,
transaction processing and payments of distributions relating to
your account will be performed by the Authorized Dealer, and not
by the Fund and its Transfer Agent. Since the Funds will have no
record of your transactions, you should contact the Authorized
Dealer to purchase, redeem or exchange shares, to make changes
in or give instructions concerning the account or to obtain
information about your account. The transfer of shares in a
street name account to an account with another
dealer or to an account directly with the Fund involves special
procedures and will require you to obtain historical purchase
information about the shares in the account from the Authorized
Dealer. If your Authorized Dealers relationship with
Goldman Sachs is terminated and you do not transfer your account
to another Authorized Dealer, the Trust reserves the right to
redeem your shares. The trust will not be responsible for any
loss in an investors account resulting from a redemption.
|
|
|
Authorized Dealers and other financial
intermediaries may be authorized to accept, on behalf of the
Trust, purchase, redemption and exchange orders placed by or on
behalf of their customers, and if approved by the Trust, to
designate other intermediaries to accept such orders. In these
cases:
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
that is in proper form when the order is accepted by an
Authorized Dealer or intermediary on a business day, and the
order will be priced at the Funds NAV per share (adjusted
for any applicable sales charge and redemption fee) next
determined after such acceptance.
|
|
n
|
Authorized Dealers and intermediaries are
responsible for transmitting accepted orders to the Funds within
the time period agreed upon by them.
|
58
SHAREHOLDER GUIDE
|
|
|
You should contact your Authorized Dealer or
intermediary to learn whether it is authorized to accept orders
for the Trust.
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments to Authorized Dealers and other
financial intermediaries (Intermediaries) from time
to time to promote the sale, distribution and/or servicing of
shares of the Funds and other Goldman Sachs Funds. These
payments are made out of the Investment Advisers,
Distributors and/or their affiliates own assets, and
are not an additional charge to the Funds. The payments are in
addition to the distribution and service fees and sales charges
described in this Prospectus. Such payments are intended to
compensate Intermediaries for, among other things: marketing
shares of the Funds and other Goldman Sachs Funds, which may
consist of payments relating to Funds included on preferred or
recommended fund lists or in certain sales programs from time to
time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor
various educational programs, sales contests and/or promotions.
The additional payments by the Investment Adviser, Distributor
and/or their affiliates may also compensate Intermediaries for
subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these
services by the Funds. The amount of these additional payments
is normally not expected to exceed 0.50% (annualized) of the
amount sold or invested through Intermediaries. Please refer to
the Payments to Intermediaries section of the
Additional Statement for more information about these payments.
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates may be different for
different Intermediaries. The presence of these payments and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Authorized Dealer or other Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
59
DISTRIBUTION
SERVICES AND FEES
|
|
|
|
What
Are The Distribution And Service Fees Paid By
Class A Shares?
|
|
The Trust has adopted a distribution and service
plan (the Plan) under which Class A Shares bear
distribution and service fees paid to Goldman Sachs and
Authorized Dealers. If the fees received by Goldman Sachs
pursuant to the Plan exceed its expenses, Goldman Sachs may
realize a profit from these arrangements. Goldman Sachs
generally pays the distribution and service fees on a quarterly
basis.
|
|
|
Under the Plan Goldman Sachs is entitled to a
monthly fee from each Fund for distribution services equal, on
an annual basis, to 0.25% of a Funds average daily net
assets attributed to Class A Shares. Because these fees are
paid out of the Funds assets on an ongoing basis, over
time, these fees will increase the cost of your investment and
may cost you more than paying other types of such charges.
|
|
|
The distribution fees are subject to the
requirements of Rule 12b-1 under the Investment Company
Act, and may be used (among other things) for:
|
|
|
|
|
n
|
Compensation paid to and expenses incurred by
Authorized Dealers, Goldman Sachs and their respective officers,
employees and sales representatives;
|
|
n
|
Commissions paid to Authorized Dealers;
|
|
n
|
Allocable overhead;
|
|
n
|
Telephone and travel expenses;
|
|
n
|
Interest and other costs associated with the
financing of such compensation and expenses;
|
|
n
|
Printing of prospectuses for prospective
shareholders;
|
|
n
|
Preparation and distribution of sales literature
or advertising of any type; and
|
|
n
|
All other expenses incurred in connection with
activities primarily intended to result in the sale of
Class A Shares.
|
RESTRICTIONS
ON EXCESSIVE TRADING PRACTICES
|
|
|
|
Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests
|
60
SHAREHOLDER GUIDE
|
|
|
from any investor. The Trust and Goldman Sachs
will not be liable for any loss resulting from rejected purchase
or exchange orders. To minimize harm to the Trust and its
shareholders (or Goldman Sachs), the Trust (or Goldman Sachs)
will exercise this right if, in the Trusts (or Goldman
Sachs) judgment, an investor has a history of excessive
trading or if an investors trading, in the judgment of the
Trust (or Goldman Sachs), has been or may be disruptive to a
Fund. In making this judgment, trades executed in multiple
accounts under common ownership or control may be considered
together to the extent they can be identified. No waivers of the
provisions of the policy established to detect and deter market
timing and other excessive trading activity are permitted that
would harm the Trust or its shareholders or would subordinate
the interests of the Trust or its shareholders to those of
Goldman Sachs or any affiliated person or associated person of
Goldman Sachs.
|
|
|
To deter excessive shareholder trading, the
International Equity Funds and certain Fixed Income Funds and
Specialty Funds (which are offered in separate prospectuses)
impose a redemption fee on redemptions made within
30 calendar days of purchase (60 calendar days with
respect to Goldman Sachs High Yield Fund and High Yield
Municipal Fund) subject to certain exceptions. For more
information about these Funds, obtain a prospectus from your
Authorized Dealer or Goldman Sachs by calling the number on the
back cover of this Prospectus.
|
|
|
Pursuant to the policy adopted by the Board of
Trustees of the Trust, Goldman Sachs has developed criteria that
it uses to identify trading activity that may be excessive.
Goldman Sachs reviews on a regular, periodic basis available
information relating to the trading activity in the Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgement, Goldman Sachs
detects excessive, short term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by intermediaries such as
broker-dealers, investment advisers, transfer agents,
administrators and insurance companies. In addition, Fund shares
may be held in omnibus 401(k) plans, retirement plans and other
group accounts. Omnibus accounts include multiple investors and
such accounts typically provide the Funds with a net
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purchase or redemption request on any given day
where the purchases and redemptions of Fund shares by the
investors are netted against one another. The identity of
individual investors whose purchase and redemption orders are
aggregated are not known by the Funds. A number of these
financial intermediaries may not have the capability or may not
be willing to apply the Funds market timing policies or
any applicable redemption fee. While Goldman Sachs may monitor
share turnover at the omnibus account level, a Funds
ability to monitor and detect market timing by shareholders or
apply any applicable redemption fee in these omnibus accounts is
limited. The netting effect makes it more difficult to identify,
locate and eliminate market timing activities. In addition,
those investors who engage in market timing and other excessive
trading activities may employ a variety of techniques to avoid
detection. There can be no assurance that the Funds and Goldman
Sachs will be able to identify all those who trade excessively
or employ a market timing strategy, and curtail their trading in
every instance.
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Taxation
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As with any investment, you should consider how
your investment in the Portfolios will be taxed. The tax
information below is provided as general information. More tax
information is available in the Additional Statement. You should
consult your tax adviser about the federal, state, local or
foreign tax consequences of your investment in the Portfolios.
Except as otherwise noted, the tax information provided assumes
that you are a U.S. citizen or resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Portfolio distributions and the sale of your
Portfolio shares.
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Each Portfolio contemplates declaring as
dividends each year all or substantially all of its taxable
income. Distributions you receive from the Portfolios are
generally subject to federal income tax, and may also be subject
to state or local taxes. This is true whether you reinvest your
distributions in additional Portfolio shares or receive them in
cash. For federal tax purposes, the Portfolios
distributions attributable to net investment income and
short-term capital gains are taxable to you as ordinary income.
Any long-term capital gains distributions are taxable to you as
long-term capital gains, no matter how long you have owned your
Portfolio shares.
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Under current provisions of the Internal Revenue
Code (the Code), the maximum long-term capital gain
tax rate applicable to individuals, estates, and trusts is 15%.
Portfolio distributions to noncorporate shareholders
attributable to dividends received by the Portfolios directly or
through the Underlying Funds from U.S. and certain foreign
corporations will generally be taxed at the long-term capital
gain rate of 15%, as long as certain other requirements are met.
For these lower rates to apply, noncorporate shareholders must
own their Portfolio shares for at least 61 days during the
121-day period beginning 60 days before the
Portfolios ex-dividend date. The amount of a
Portfolios distributions that would otherwise qualify for
this favorable tax treatment may be reduced as a result of a
high portfolio turnover rate.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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63
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December.
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A percentage of the Portfolios dividends
paid to corporate shareholders may be eligible for the corporate
dividends-received deduction. This percentage may, however, be
reduced by a high portfolio turnover rate. The character and tax
status of all distributions will be available to shareholders
after the close of each calendar year.
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The REIT investments of the underlying Real
Estate Securities Fund and International Real Estate Securities
Fund often do not provide complete tax information to the Funds
until after the calendar year-end. Consequently, because of the
delay, it may be necessary for the Portfolios to request
permission to extend the deadline for issuance of Forms 1099-DIV
beyond January 31.
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Each Portfolio may be subject to foreign
withholding or other foreign taxes on income or gain from
certain foreign securities. In general, the Portfolios may
deduct these taxes in computing their taxable income.
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If you buy shares of a Portfolio before it makes
a distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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Your sale of Portfolio shares is a taxable
transaction for federal income tax purposes, and may also be
subject to state and local taxes. For tax purposes, the exchange
of your Portfolio shares for shares of a different Goldman Sachs
Fund is the same as a sale. When you sell your shares, you will
generally recognize a capital gain or loss in an amount equal to
the difference between your adjusted tax basis in the shares and
the amount received. Generally, this capital gain or loss will
be long-term or short-term depending on whether your holding
period for the shares exceeds one year, except that any
loss realized on shares held for six months or less will be
treated as a long-term capital loss to the extent of any
long-term capital gain dividends that were received on the
shares. Additionally, any loss realized on a sale, exchange or
redemption of shares of a Portfolio may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of that Portfolio within a period
of 61 days beginning 30 days before and ending
30 days after the shares are disposed of, such as pursuant
to a dividend reinvestment in shares of that Portfolio. If
disallowed, the loss will be reflected in an adjustment to the
basis of the shares acquired.
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TAXATION
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When you open your account, you should provide
your social security or tax identification number on your
Account Application. By law, each Portfolio must withhold 28% of
your taxable distributions and any redemption proceeds if you do
not provide your correct taxpayer identification number, or
certify that it is correct, or if the IRS instructs the
Portfolio to do so.
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Non-U.S. investors may be subject to U.S.
withholding and estate tax. However, withholding is generally
not required on properly designated distributions to non-U.S.
investors of long-term capital gains and, for distributions
before January 1, 2008, short-term capital gains and
qualified interest income. Although this designation will be
made for short-term capital gain distributions, the Portfolios
do not anticipate making any qualified interest income
designations. Therefore, all distributions of interest income
will be subject to withholding when paid to non-U.S. investors.
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Appendix A
Additional Information on the
Underlying Funds
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This Appendix provides further information on
certain types of investments and techniques that may be used by
the Underlying Funds, including their associated risks.
Additional information is provided in the Additional Statement,
which is available upon request, and in the prospectuses of the
Underlying Funds.
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The Underlying Equity Funds invest primarily in
common stocks and other equity investments, including preferred
stocks, interests in real estate investment trusts, convertible
debt obligations, convertible preferred stocks, equity interests
in trusts, partnerships, joint ventures, limited liability
companies and similar enterprises, warrants, stock purchase
rights and synthetic and derivative instruments (such as swaps
and futures contracts) that have economic characteristics
similar to equity securities (equity investments).
The Underlying Fixed Income Funds invest primarily in fixed
income securities, including senior and subordinated corporate
debt obligations (such as bonds, debentures, notes and
commercial paper), convertible and non-convertible corporate
debt obligations, loan participations and preferred stock. The
Underlying Fixed Income Funds can also make substantial
investments in futures contracts, swaps and other derivatives.
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The Short-Duration Government Fund invests
principally in U.S. Government Securities, related repurchase
agreements and certain derivative instruments, and does not
invest foreign securities. With these exceptions, and the
further exceptions noted below, the following description
applies generally to the Underlying Funds.
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A. General
Risks of the Underlying Funds
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The Underlying Equity Funds will be subject to
the risks associated with common stocks and other equity
investments. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of the equity investments that an
Underlying Fund holds may decline over short or extended
periods. The stock markets tend to be cyclical, with periods
when stock prices generally rise and periods when prices
generally decline. In recent years, stock markets have
experienced substantial price volatility.
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The Underlying Fixed Income Funds will be subject
to the risks associated with fixed income securities. These
risks include interest rate risk, credit risk and
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66
APPENDIX A
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call/extension risk. In general, interest rate
risk involves the risk that when interest rates decline, the
market value of fixed income securities tends to increase
(although many mortgage-related securities will have less
potential than other debt securities for capital appreciation
during periods of declining rates). Conversely, when interest
rates increase, the market value of fixed income securities
tends to decline. Credit risk involves the risk that an issuer
or guarantor could default on its obligations, and an Underlying
Fund will not recover its investment. Call risk and extension
risk are normally present in adjustable rate mortgage loans
(ARMs), Mortgage-Backed Securities and asset-backed
securities. For example, homeowners have the option to prepay
their mortgages. Therefore, the duration of a security backed by
home mortgages can either shorten (call risk) or lengthen
(extension risk). In general, if interest rates on new mortgage
loans fall sufficiently below the interest rates on existing
outstanding mortgage loans, the rate of prepayment would be
expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
decrease. In either case, a change in the prepayment rate can
result in losses to investors. The same would be true of
asset-backed securities, such as securities backed by car loans.
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An investment in REITs by an Underlying Fund
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable the
Underlying Fund to effect sales at an advantageous time or
without a substantial drop in price.
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The portfolio turnover rates of the Underlying
Funds have ranged from 13% to 562% during their most recent
fiscal years. A high rate of portfolio turnover (100% or more)
involves correspondingly greater expenses which must be borne by
an Underlying Fund and its shareholders and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of an
Underlying Funds portfolio securities, excluding
securities having a maturity at the date of purchase of one year
or less.
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B. Other
Risks of the Underlying Funds
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies.
Certain Underlying Funds may, to
the extent consistent with their investment policies, invest in
small and mid-capitalization companies. Investments in small and
mid-capitalization companies involve greater risk and portfolio
price volatility than investments in larger capitalization
stocks. Among the reasons for the greater price volatility of
these investments are the less certain growth prospects of
smaller firms and the lower degree of liquidity in the markets
for such securities. Small and mid-capitalization companies may
be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period
of time. In addition, these securities are subject to the risk
that during certain periods the liquidity of particular issuers
or industries, or all securities in particular investment
categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or
adverse investor perceptions, whether or not accurate. Because
of the lack of sufficient market liquidity, an Underlying Fund
may incur losses because it will be required to effect sales at
a disadvantageous time and only then at a substantial drop in
price. Small and mid-capitalization companies include
unseasoned issuers that do not have an established
financial history; often have limited product lines, markets or
financial resources; may depend on or use a few key personnel
for management; and may be susceptible to losses and risks of
bankruptcy. Small and mid-capitalization companies may be
operating at a loss or have significant variations in operating
results; may be engaged in a rapidly changing business with
products subject to a substantial risk of obsolescence; may
require substantial additional capital to support their
operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may
otherwise have a weak financial condition. In addition, these
companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing, and other capabilities,
and a larger number of qualified managerial and technical
personnel. Transaction costs for these investments are often
higher than those for larger capitalization companies.
Investments in small and mid-capitalization companies may be
more difficult to price precisely than other types of securities
because of their characteristics and lower trading volumes.
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Risks of Foreign Investments.
In general, certain of the
Underlying Funds may make foreign investments. Foreign
investments involve special risks that are not typically
associated with U.S. dollar denominated or quoted securities of
U.S. issuers. Foreign investments may be affected by changes in
currency rates, changes in foreign or U.S. laws or restrictions
applicable to such investments and changes
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APPENDIX A
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in exchange control regulations (
e.g.
,
currency blockage). A decline in the exchange rate of the
currency (
i.e.
, weakening of the currency against the
U.S. dollar) in which a portfolio security is quoted or
denominated relative to the U.S. dollar would reduce the value
of the portfolio security. In addition, if the currency in which
an Underlying Fund receives dividends, interest or other
payments declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Underlying Fund may have to sell portfolio
securities to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of an Underlying Funds assets
in one or a few countries and currencies will subject a Fund to
greater risks than if an Underlying Funds assets were not
geographically concentrated.
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Investment in sovereign debt obligations by a
certain Underlying Fund involves risks not present in debt
obligations of corporate issuers. The issuer of the debt or the
governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or pay interest
when due in accordance with the terms of such debt, and an
Underlying Fund may have limited recourse to compel payment in
the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn an Underlying Funds
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69
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NAV, to a greater extent than the volatility
inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraints to which a sovereign
debtor may be subject.
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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Underlying Funds may also invest in
European Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not necessarily
quoted in the same currency as the underlying security.
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Risks of Sovereign Debt.
Investment in sovereign debt
obligations by an Underlying Fund involves risks not present in
debt obligations of corporate issuers. The issuer of the debt or
the governmental authorities that control the repayment of the
debt may be unable or unwilling to repay principal or interest
when due in accordance with the terms of such debt, and the
Underlying Fund may have limited recourse to compel payment in
the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn the Underlying Funds NAV, to a greater extent than
the volatility inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraint to which a sovereign
debtor may be subject.
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Risks of Emerging Countries.
Certain Underlying Funds may
invest in securities of issuers located in emerging countries.
The risks of foreign investment are heightened when the issuer
is located in an emerging country. Emerging countries are
generally located in the Asia and Pacific regions, Eastern
Europe, Central and South America, and Africa. An Underlying
Funds purchase and sale of portfolio securities in certain
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70
APPENDIX A
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emerging countries may be constrained by
limitations relating to daily changes in the prices of listed
securities, periodic trading or settlement volume and/or
limitations on aggregate holdings of foreign investors. Such
limitations may be computed based on the aggregate trading
volume by or holdings of an Underlying Fund, the investment
adviser, its affiliates and their respective clients and other
service providers. An Underlying Fund may not be able to sell
securities in circumstances where price, trading or settlement
volume limitations have been reached.
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Foreign investment in the securities markets of
certain emerging countries is restricted or controlled to
varying degrees which may limit investment in such countries or
increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval
prior to investments by foreign persons or limit investment by
foreign persons to only a specified percentage of an
issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by
nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries
deemed important to national interests. Such restrictions may
affect the market price, liquidity and rights of securities that
may be purchased by an Underlying Fund. The repatriation of both
investment income and capital from certain emerging countries is
subject to restrictions such as the need for governmental
consents. In situations where a country restricts direct
investment in securities (which may occur in certain Asian and
other countries), an Underlying Fund may invest in such
countries through other investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social
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unrest, violence and/or labor unrest in some
emerging countries. Unanticipated political or social
developments may result in sudden and significant investment
losses. Investing in emerging countries involves greater risk of
loss due to expropriation, nationalization, confiscation of
assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested. As an
example, in the past some Eastern European governments have
expropriated substantial amounts of private property, and many
claims of the property owners have never been fully settled.
There is no assurance that similar expropriations will not recur
in Eastern European or other countries.
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An Underlying Funds investment in emerging
countries may also be subject to withholding or other taxes,
which may be significant and may reduce the return from an
investment in such countries to the Underlying Fund.
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Settlement procedures in emerging countries are
frequently less developed and reliable than those in the United
States and may involve an Underlying Funds delivery of
securities before receipt of payment for their sale. In
addition, significant delays may occur in certain markets in
registering the transfer of securities. Settlement or
registration problems may make it more difficult for an
Underlying Fund to value its portfolio securities and could
cause the Underlying Fund to miss attractive investment
opportunities, to have a portion of its assets uninvested or to
incur losses due to the failure of a counterparty to pay for
securities the Underlying Fund has delivered or the Underlying
Funds inability to complete its contractual obligations
because of theft or other reasons.
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The creditworthiness of the local securities
firms used by an Underlying Fund in emerging countries may not
be as sound as the creditworthiness of firms used in more
developed countries. As a result, the Underlying Fund may be
subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
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The small size and inexperience of the securities
markets in certain emerging countries and the limited volume of
trading in securities in those countries may make an Underlying
Funds investments in such countries less liquid and more
volatile than investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). An Underlying Funds
investments in emerging countries are subject to the risk that
the liquidity of a particular investment, or investments
generally, in such countries will shrink or disappear suddenly
and without warning as a result of adverse economic, market or
political conditions, or adverse investor perceptions, whether
or not accurate. Because of the lack of sufficient market
liquidity, an Underlying Fund may incur losses because it will
be required to effect sales at a disadvantageous time and then
only at a substantial drop in price. Investments in emerging
countries may be more
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72
APPENDIX A
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difficult to price precisely because of the
characteristics discussed above and lower trading volumes.
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An Underlying Funds use of foreign currency
management techniques in emerging countries may be limited. The
Underlying Funds investment advisers anticipate that a
significant portion of the Underlying Funds currency
exposure in emerging countries may not be covered by these
techniques.
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Risks of Derivative Investments.
An Underlying Funds
transactions, if any, in options, futures, options on futures,
swaps, options on swaps, interest rate caps, floors and collars,
structured securities, inverse floating-rate securities,
stripped mortgage-backed securities and foreign currency
transactions involve additional risk of loss. Loss can result
from a lack of correlation between changes in the value of
derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative
instruments, the failure of the counterparty to perform its
contractual obligations, or the risks arising from margin
requirements and related leverage factors associated with such
transactions. The use of these management techniques also
involves the risk of loss if the investment adviser is incorrect
in its expectation of fluctuations in securities prices,
interest rates, currency prices or credit events. Certain
Underlying Funds may also invest in derivative instruments for
non-hedging purposes (that is, to seek to increase total
return). Investing for non-hedging purposes is considered a
speculative practice and presents even greater risk of loss.
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Derivative Mortgage-Backed Securities (such as
principal-only (POs), interest-only
(IOs) or inverse floating rate securities) are
particularly exposed to call and extension risks. Small changes
in mortgage prepayments can significantly impact the cash flow
and the market value of these securities. In general, the risk
of faster than anticipated prepayments adversely affects IOs,
super floaters and premium priced Mortgage-Backed Securities.
The risk of slower than anticipated prepayments generally
adversely affects POs, floating-rate securities subject to
interest rate caps, support tranches and discount priced
mortgage-backed securities. In addition, particular derivative
instruments may be leveraged such that their exposure
(
i.e.
, price sensitivity) to interest rate and/or
prepayment risk is magnified.
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Some floating-rate derivative debt securities can
present more complex types of derivative and interest rate
risks. For example, range floaters are subject to the risk that
the coupon will be reduced below market rates if a designated
interest rate floats outside of a specified interest rate band
or collar. Dual index or yield curve floaters are subject to
lower prices in the event of an unfavorable change in the spread
between two designated interest rates.
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Risks of Investments in Central and South
America.
A significant portion of
the Emerging Markets Debt Funds portfolio may be invested
in issuers located in Central and South American countries. The
economies of Central and South American countries have
experienced considerable difficulties in the past decade,
including high inflation rates, high interest rates and currency
devaluations. As a result, Central and South American securities
markets have experienced great volatility. In addition, a number
of Central and South American countries are among the largest
emerging country debtors. There have been moratoria on, and
reschedulings of, repayment with respect to these debts. Such
events can restrict the flexibility of these debtor nations in
the international markets and result in the imposition of
onerous conditions on their economies. The political history of
certain Central and South American countries has been
characterized by political uncertainty, intervention by the
military in civilian and economic spheres and political
corruption. Such developments, if they were to recur, could
reverse favorable trends toward market and economic reform,
privatization and removal of trade barriers. Certain Central and
South American countries have entered into regional trade
agreements that would, among other things, reduce barriers
between countries, increase competition among companies and
reduce government subsidies in certain industries. No assurance
can be given that these changes will result in the economic
stability intended. There is a possibility that these trade
arrangements will not be implemented, will be implemented but
not completed or will be completed but then partially or
completely unwound. Any of the foregoing risk factors could have
an adverse impact on an Underlying Funds investments in
Central and South America.
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Risks of Illiquid Securities.
The Underlying Funds may invest up
to 15% (10% in the case of the Financial Square Prime
Obligations Fund) of their net assets in illiquid securities
which cannot be disposed of in seven days in the ordinary course
of business at fair value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain municipal leases and participation
interests
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n
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Certain stripped Mortgage-Backed Securities
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n
|
Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
|
Certain structured securities and swap
transactions
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n
|
Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 (144A Securities).
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74
APPENDIX A
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Investing in 144A Securities may decrease the
liquidity of an Underlying Funds portfolio to the extent
that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The
purchase price and subsequent valuation of restricted and
illiquid securities normally reflect a discount, which may be
significant, from the market price of comparable securities for
which a liquid market exists.
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Downgraded Securities.
After its purchase, a portfolio
security may be assigned a lower rating or cease to be rated. If
this occurs, an Underlying Fund may continue to hold the
security if the Investment Adviser believes it is in the best
interest of the Underlying Fund and its shareholders.
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Credit/Default Risks.
Debt securities purchased by the
Underlying Funds may include securities (including zero coupon
bonds) issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
governments, domestic and foreign corporations, banks and other
issuers. Some of these fixed income securities are described in
the next section below. Further information is provided in the
Additional Statement.
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Debt securities rated BBB- or higher by Standard
& Poors Ratings Group (Standard &
Poors) or Baa3 or higher by Moodys Investors
Service, Inc. (Moodys) or having a comparable
rating by another NRSRO are considered investment
grade. Securities rated BBB- or Baa3 are considered
medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay
principal. A security will be deemed to have met a rating
requirement if it receives the minimum required rating from at
least one such rating organization even though it has been rated
below the minimum rating by one or more other rating
organizations, or if unrated by such rating organizations, the
security is determined by the investment adviser to be of
comparable credit quality. A security satisfies the Funds
minimum rating requirement regardless of its relative ranking
(for example, plus or minus) within a designated major rating
category (for example, BBB or Baa). If a security satisfies an
Underlying Funds minimum rating requirement at the time of
purchase and is subsequently downgraded below such rating, the
Underlying Fund will not be required to dispose of the security.
If a downgrade occurs, the Underlying Funds investment
adviser will consider what action, including the sale of the
security, is in the best interest of the Underlying Fund and its
shareholders.
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Certain Underlying Funds may invest in fixed
income securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered speculative and may be
questionable as to principal and interest payments.
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In some cases, junk bonds may be highly
speculative, have poor prospects for reaching investment grade
standing and be in default. As a result, investment in such
bonds will present greater speculative risks than those
associated with investment in investment grade bonds. Also, to
the extent that the rating assigned to a security in an
Underlying Funds portfolio is downgraded by a rating
organization, the market price and liquidity of such security
may be adversely affected.
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Risks of Initial Public Offerings.
Certain Underlying Funds may
invest in IPOs. An IPO is a companys first offering of
stock to the public. IPO risk is the risk that the market value
of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the
small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may
involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When an Underlying Funds asset
base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance probably will decline,
which could reduce the Underlying Funds performance.
Because of the price volatility of IPO shares, an Underlying
Fund may choose to hold IPO shares for a very short period of
time. This may increase the turnover of the Underlying
Funds portfolio and may lead to increased expenses to the
Underlying Fund, such as commissions and transaction costs. By
selling IPO shares, the Underlying Fund may realize taxable
gains it will subsequently distribute to shareholders. In
addition, the market for IPO shares can be speculative and/or
inactive for extended periods of time. There is no assurance
that an Underlying Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available
for trading in some IPOs may make it more difficult for an
Underlying Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. Investors in
IPO shares can be affected by substantial dilution in the value
of their shares, by sales of additional shares and by
concentration of control in existing management and principal
shareholders.
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Non-Diversification and Concentration
Risks.
The Commodity Strategy
Fund, Global Income Fund and Emerging Markets Debt Fund are each
registered as a non-diversified fund under the
Investment Company Act and are, therefore, more susceptible to
adverse developments affecting any single issuer held in its
portfolio, and may be more susceptible to greater losses because
of these developments. In addition, these Funds, and certain
other Underlying Funds, may invest more than 25% of their total
assets in the securities of corporate and
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76
APPENDIX A
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governmental issuers located in a particular
foreign country or region. Concentration of the investments of
these or other Underlying Funds in issuers located in a
particular country or region will subject the Underlying Fund,
to a greater extent than if investments were less concentrated,
to losses arising from adverse developments affecting those
issuers or countries.
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Temporary Investment Risks.
The Underlying Funds may, for
temporary defensive purposes, invest a substantial portion, and
in some cases all, of their total assets, in cash equivalents
for temporary periods. When an Underlying Funds assets are
invested in such instruments, the Underlying Fund may not be
achieving its investment objective.
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C. Investment
Securities and Techniques
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This section provides further information on
certain types of securities and investment techniques that may
be used by the Underlying Funds, including their associated
risks.
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An Underlying Fund may purchase other types of
securities or instruments similar to those described in this
section if otherwise consistent with the Underlying Funds
investment objective and policies. Further information is
provided in the Additional Statement, which is available upon
request.
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U.S. Government Securities.
Each Underlying Fund may invest in
U.S. Government Securities. U.S. Government Securities include
U.S. Treasury obligations and obligations issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation-protected securities whose
principal value is periodically adjusted according to the rate
of inflation.
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Custodial Receipts and Trust Certificates.
Each Underlying Fund may invest in
custodial receipts and trust certificates representing interests
in securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities, Municipal
Securities or other types of securities in which an Underlying
Fund may invest. The custodial receipts or trust certificates
may evidence ownership of future interest payments, principal
payments or both on the underlying
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securities, or, in some cases, the payment
obligation of a third party that has entered into an interest
rate swap or other arrangement with the custodian or trustee.
For certain securities laws purposes, custodial receipts and
trust certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes an Underlying Fund is
not considered to be the owner of the underlying securities held
in the custodial or trust account, the Underlying Fund may
suffer adverse tax consequences. As a holder of custodial
receipts and trust certificates, an Underlying Fund will bear
its proportionate share of the fees and expenses charged to the
custodial account or trust. Each Underlying Fund may also invest
in separately issued interests in custodial receipts and trust
certificates.
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Mortgage-Backed Securities.
The Underlying Funds (other than
Structured Large Cap Growth, Structured Large Cap Value,
Structured Small Cap Equity and Structured International Equity
Funds (the Structured Equity Funds)) may invest in
securities that represent direct or indirect participations in,
or are collateralized by and payable from, mortgage loans
secured by real property (Mortgage-Backed
Securities). Mortgage-Backed Securities can be backed by
either fixed rate mortgage loans or adjustable rate mortgage
loans, and may be issued by either a governmental or
non-governmental entity. Privately issued Mortgage-Backed
Securities are normally structured with one or more types of
credit enhancement. However, these Mortgage-Backed
Securities typically do not have the same credit standing as
U.S. government guaranteed Mortgage-Backed Securities.
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Mortgage-Backed Securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs), and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments. CMOs
provide an investor with a specified interest in the cash flow
from a pool of underlying mortgages or of other Mortgage-Backed
Securities. CMOs are issued in multiple classes each with a
specified fixed or floating interest rate, and a final scheduled
distribution date. In many cases, payments of principal are
applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on
a CMO class until all other classes having an earlier stated
maturity date are paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of Mortgage-Backed Securities, and under certain interest
rate and
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78
APPENDIX A
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payment scenarios, the Underlying Fund may fail
to recoup fully its investment in certain of these securities
regardless of their credit quality.
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Mortgage-Backed Securities also include stripped
Mortgage-Backed Securities (SMBS), which are
derivative multiple class Mortgage-Backed Securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
Mortgage-Backed Securities because their cash flow patterns are
more volatile and there is a greater risk that the initial
investment will not be fully recouped.
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Asset-Backed and Receivables-Backed
Securities.
Certain Underlying
Funds may invest in asset-backed and receivables-backed
securities whose principal and interest payments are
collateralized by pools of assets such as auto loans, credit
card receivables, leases, mortgages, installment contracts and
personal property. Asset-backed and receivables-backed
securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying
loans. During periods of declining interest rates, prepayment of
loans underlying asset-backed and receivables-backed securities
can be expected to accelerate. Accordingly, an Underlying
Funds ability to maintain positions in such securities
will be affected by reductions in the principal amount of such
securities resulting from prepayments, and its ability to
reinvest the returns of principal at comparable yields is
subject to generally prevailing interest rates at that time. In
addition, securities that are backed by credit card, automobile
and similar types of receivables generally do not have the
benefit of a security interest in collateral that is comparable
in quality to mortgage assets. If the issuer of an asset-backed
security defaults on its payment obligation, there is the
possibility that, in some cases, an Underlying Fund will be
unable to possess and sell the underlying collateral and that an
Underlying Funds recoveries on repossessed collateral may
not be available to support payments on the securities. In the
event of a default, an Underlying Fund may suffer a loss if it
cannot sell collateral quickly and receive the amount it is owed.
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Municipal Securities.
Certain Underlying Funds may
invest in securities and instruments issued by state and local
government issuers. Municipal Securities in which an Underlying
Fund may invest consist of bonds, notes, commercial paper and
other instruments (including participation interests in such
securities) issued by or on behalf of the states, territories
and possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or
instrumentalities.
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79
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Municipal Securities include both
general and revenue bonds and may be
issued to obtain funds for various public purposes. General
obligations are secured by the issuers pledge of its full
faith, credit and taxing power. Revenue obligations are payable
only from the revenues derived from a particular facility or
class of facilities. Such securities may pay fixed, variable or
floating rates of interest. Municipal Securities are often
issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as
bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Municipal Securities
in which the Underlying Funds may invest include private
activity bonds, pre-refunded municipal securities and auction
rate securities.
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The obligations of the issuer to pay the
principal of and interest on a Municipal Security are subject to
the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of
principal or interest or imposing other constraints upon the
enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power
or ability of the issuer to pay when due the principal of or
interest on a municipal security may be materially affected.
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In addition, Municipal Securities include
municipal leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
purchase agreements. Moral obligation bonds are supported by a
moral commitment but not a legal obligation of a state or local
government. Municipal leases, certificates of participation and
moral obligation bonds frequently involve special risks not
normally associated with general obligation or revenue bonds. In
particular, these instruments permit governmental issuers to
acquire property and equipment without meeting constitutional
and statutory requirements for the issuance of debt. If,
however, the governmental issuer does not periodically
appropriate money to enable it to meet its payment obligations
under these instruments, it cannot be legally compelled to do
so. If a default occurs, it is likely that an Underlying Fund
would be unable to obtain another acceptable source of payment.
Some municipal leases, certificates of participation and moral
obligation bonds may be illiquid.
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Municipal securities may also be in the form of a
tender option bond, which is a municipal security (generally
held pursuant to a custodial arrangement) having a relatively
long maturity and bearing interest at a fixed rate substantially
higher than prevailing short-term, tax-exempt rates. The bond is
typically issued with the
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80
APPENDIX A
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agreement of a third party, such as a bank,
broker-dealer or other financial institution, which grants the
security holders the option, at periodic intervals, to tender
their securities to the institution. After payment of a fee to
the financial institution that provides this option, the
security holder effectively holds a demand obligation that bears
interest at the prevailing short-term, tax-exempt rate. An
institution may not be obligated to accept tendered bonds in the
event of certain defaults or a significant downgrading in the
credit rating assigned to the issuer of the bond. The tender
option will be taken into account in determining the maturity of
the tender option bonds and an Underlying Funds duration.
There is risk that an Underlying Fund will not be considered the
owner of a tender option bond for federal income tax purposes,
and thus will not be entitled to treat such interest as exempt
from federal income tax. Certain tender option bonds may be
illiquid.
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Municipal securities may be backed by letters of
credit or other forms of credit enhancement issued by domestic
or foreign banks or by other financial institutions. The credit
quality of these banks and financial institutions could,
therefore, cause a loss to an Underlying Fund that invests in
municipal securities. Letters of credit and other obligations of
foreign banks and financial institutions may involve risks in
addition to those of domestic obligations because of less
publicly available financial and other information, less
securities regulation, potential imposition of foreign
withholding and other taxes, war, expropriation or other adverse
governmental actions. Foreign banks and their foreign branches
are not regulated by U.S. banking authorities, and are generally
not bound by the accounting, auditing and financial reporting
standards applicable to U.S. banks.
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Brady Bonds and Similar Instruments.
Certain Underlying Funds may
invest in debt obligations commonly referred to as Brady
Bonds. Brady Bonds are created through the exchange of
existing commercial bank loans to foreign borrowers for new
obligations in connection with debt restructurings under a plan
introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the Brady Plan).
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Brady Bonds involve various risk factors
including the history of defaults with respect to commercial
bank loans by public and private entities of countries issuing
Brady Bonds. There can be no assurance that Brady Bonds in which
the Underlying Funds may invest will not be subject to
restructuring arrangements or to requests for new credit, which
may cause an Underlying Fund to suffer a loss of interest or
principal on its holdings.
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In addition, an Underlying Fund may invest in
other interests issued by entities organized and operated for
the purpose of restructuring the investment characteristics of
instruments issued by emerging country issuers. These types of
restructuring involve the deposit with or purchase by an entity
of specific instruments and the
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81
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issuance by that entity of one or more classes of
securities backed by, or representing interests in, the
underlying instruments. Certain issuers of such structured
securities may be deemed to be investment companies
as defined in the Investment Company Act. As a result, an
Underlying Funds investment in such securities may be
limited by certain investment restrictions contained in the
Investment Company Act.
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Commercial Paper.
An Underlying Fund may invest in
commercial paper, including variable amount master demand notes
and asset-backed commercial paper. Commercial paper normally
represents short-term unsecured promissory notes issued in
bearer form by banks or bank holding companies, corporations,
finance companies and other issuers. The commercial paper
purchased by an Underlying Fund consists of direct
U.S. dollar-denominated obligations of domestic or, in the
case of certain Underlying Funds, foreign issuers. Asset-backed
commercial paper is issued by a special purpose entity that is
organized to issue the commercial paper and to purchase trade
receivables or other financial assets. The credit quality of
asset-backed commercial paper depends primarily on the quality
of these assets and the level of any additional credit support.
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Short-Term Obligations.
An Underlying Fund may invest in
other short-term obligations, including master demand notes and
short-term funding agreements payable in U.S. dollars and issued
or guaranteed by U.S. corporations, foreign corporations or
other entities. A master demand note permits the investment of
varying amounts by an Underlying Fund under an agreement between
the Underlying Fund and an issuer. The principal amount of a
master demand note may be increased from time to time by the
parties (subject to specified maximums) or decreased by the
Underlying Fund or the issuer. A funding agreement is a contract
between an issuer and a purchaser that obligates the issuer to
pay a guaranteed rate of interest on a principal sum deposited
by the purchaser. Funding agreements will also guarantee a
stream of payments over time. A funding agreement has a fixed
maturity date and may have either a fixed rate or variable
interest rate that is based on an index and guaranteed for a set
time period. Because there is normally no secondary market for
these investments, funding agreements purchased by an Underlying
Fund may be regarded as illiquid.
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Municipal Obligations.
Certain Underlying Funds may
invest in municipal obligations. Municipal obligations are
issued by or on behalf of states, territories and possessions of
the United States and their political subdivisions, agencies,
authorities and instrumentalities, and the District of Columbia.
Municipal obligations in which an Underlying Fund may invest
include fixed rate notes and similar debt instruments; variable
and floating rate demand instruments; tax-exempt commercial
paper; municipal bonds; and unrated notes, paper, bonds or other
instruments.
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82
APPENDIX A
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Municipal Notes and Bonds.
Municipal notes include tax
anticipation notes (TANs), revenue anticipation
notes (RANs), bond anticipation notes
(BANs), tax and revenue anticipation notes
(TRANs) and construction loan notes. Municipal bonds
include general obligation bonds and revenue bonds. General
obligation bonds are backed by the taxing power of the issuing
municipality and are considered the safest type of municipal
obligation. Revenue bonds are backed by the revenues of a
project or facility such as the tolls from a toll bridge.
Revenue bonds also include lease rental revenue bonds which are
issued by a state or local authority for capital projects and
are secured by annual lease payments from the state or locality
sufficient to cover debt service on the authoritys
obligations. Industrial development bonds (private
activity bonds) are a specific type of revenue bond backed
by the credit and security of a private user and, therefore,
have more potential risk. Municipal bonds may be issued in a
variety of forms, including commercial paper, tender option
bonds and variable and floating rate securities.
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Tender Option Bonds.
A tender option bond is a
municipal obligation (generally held pursuant to a custodial
arrangement) having a relatively long maturity and bearing
interest at a fixed rate higher than prevailing short-term,
tax-exempt rates. The bond is typically issued in conjunction
with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which
the institution grants the security holder the option, at
periodic intervals, to tender its securities to the institution.
As consideration for providing the option, the financial
institution receives periodic fees equal to the difference
between the bonds fixed coupon rate and the rate, as
determined by a remarketing or similar agent, that would cause
the securities, coupled with the tender option, to trade at par
on the date of such determination. Thus, after payment of this
fee, the security holder effectively holds a demand obligation
that bears interest at the prevailing short-term, tax-exempt
rate. An institution will normally not be obligated to accept
tendered bonds in the event of certain defaults or a significant
downgrading in the credit rating assigned to the issuer of the
bond. The tender option will be taken into account in
determining the maturity of the tender option bonds and an
Underlying Funds average portfolio maturity. There is a
risk that an Underlying Fund will not be considered the owner of
a tender option bond for federal income tax purposes, and thus
will not be entitled to treat such interest as exempt from
federal income tax. Certain tender option bonds may be illiquid
or may become illiquid as a result of a credit rating downgrade,
a payment default or a disqualification from tax-exempt status.
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Revenue Anticipation Warrants.
Revenue Anticipation Warrants
(RAWs) are issued in anticipation of the
issuers receipt of revenues and present the risk that such
revenues will be insufficient to satisfy the issuers
payment obligations. The
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entire amount of principal and interest on RAWs
is due at maturity. RAWs, including those with a maturity of
more than 397 days, may also be repackaged as instruments
which include a demand feature that permits the holder to sell
the RAWs to a bank or other financial institution at a purchase
price equal to par plus accrued interest on each interest rate
reset date.
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Industrial Development Bonds.
Certain Underlying Funds may
invest in industrial development bonds (private activity bonds).
Industrial development bonds are a specific type of revenue bond
backed by the credit and security of a private user, the
interest from which would be an item of tax preference when
distributed by an Underlying Fund as exempt-interest
dividends to shareholders under the AMT.
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Other Municipal Obligation Policies.
Certain Underlying Funds may
invest 25% or more of the value of their respective total assets
in municipal obligations which are related in such a way that an
economic, business or political development or change affecting
one municipal obligation would also affect the other municipal
obligation. For example, an Underlying Fund may invest all of
its assets in (a) municipal obligations the interest of
which is paid solely from revenues from similar projects such as
hospitals, electric utility systems, multi-family housing,
nursing homes, commercial facilities (including hotels), steel
companies or life care facilities; (b) municipal obligations
whose issuers are in the same state; or (c) industrial
development obligations. Concentration of an Underlying
Funds investments in these municipal obligations will
subject the Underlying Fund, to a greater extent than if such
investment was not so concentrated, to the risks of adverse
economic, business or political developments affecting the
particular state, industry or other area of concentration.
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Municipal obligations may also include municipal
leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
contracts. Moral obligation bonds are supported by the moral
commitment but not the legal obligation of a state or
municipality. Municipal leases, certificates of participation
and moral obligation bonds present the risk that the state or
municipality involved will not appropriate the monies to meet
scheduled payments under these instruments.
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Municipal obligations may be backed by letters of
credit or other forms of credit enhancement issued by domestic
banks or foreign banks which have a branch, agency or subsidiary
in the United States or by other financial institutions such as
insurance companies which may issue insurance policies with
respect to municipal obligations. The credit quality of these
banks, insurance companies and other financial institutions
could, therefore, cause a loss to an Underlying Fund that
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84
APPENDIX A
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invests in municipal obligations. Letters of
credit and other obligations of foreign banks and financial
institutions may involve risks in addition to those of domestic
obligations because of less publicly available financial and
other information, less securities regulation, potential
imposition of foreign withholding and other taxes, war,
expropriation or other adverse governmental actions. Foreign
banks and their foreign branches are not regulated by U.S.
banking authorities and generally are not bound by the
accounting, auditing and financial reporting standards
applicable to U.S. banks.
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In order to enhance the liquidity, stability or
quality of a municipal obligation, an Underlying Fund may
acquire the right to sell the obligation to another party at a
guaranteed price and date.
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In purchasing municipal obligations, the
Underlying Funds intend to rely on opinions of bond counsel or
counsel to the issuers for each issue as to the excludability of
interest on such obligations from gross income for federal
income tax purposes. An Underlying Fund will not undertake
independent investigations concerning the tax-exempt status of
such obligations, nor does it guarantee or represent that bond
counsels opinions are correct. Bond counsels
opinions will generally be based in part upon covenants by the
issuers and related parties regarding continuing compliance with
federal tax requirements. Tax laws contain numerous and complex
requirements that must be satisfied on a continuing basis in
order for bonds to be and remain tax-exempt. If the issuer of a
bond or a user of a bond-financed facility fails to comply with
such requirements at any time, interest on the bond could become
taxable, retroactive to the date the obligation was issued. In
that event, a portion of an Underlying Funds distributions
attributable to interest the Underlying Fund received on such
bond for the current year and for prior years could be
characterized or recharacterized as taxable income.
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Corporate Debt Obligations; Bank
Obligations; Trust Preferred Securities; Convertible Securities.
Certain Underlying Funds may
invest in corporate debt obligations, trust preferred securities
and convertible securities. Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of U.S. or foreign corporations to pay interest and repay
principal. In addition, certain Underlying Funds may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
governmental regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the
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availability and cost of funds for the purpose of
financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to
credit losses arising from possible financial difficulties of
borrowers play an important part in the operation of this
industry. A trust preferred security is a long dated bond (for
example, 30 years) with preferred features. The preferred
features are that payment of interest can be deferred for a
specified period without initiating a default event. The
securities are generally senior in claim to standard preferred
stock but junior to other bondholders. Certain Underlying Funds
may also invest in other short-term obligations issued or
guaranteed by U.S. corporations, non-U.S. corporations or other
entities.
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Convertible securities are preferred stock or
debt obligations that are convertible into common stock.
Convertible securities generally offer lower interest or
dividend yields than nonconvertible securities of similar
quality. Convertible securities in which an Underlying Fund
invests are subject to the same rating criteria as its other
investments in fixed income securities. Convertible securities
have both equity and fixed income risk characteristics. Like all
fixed income securities, the value of convertible securities is
susceptible to the risk of market losses attributable to changes
in interest rates. Generally, the market value of convertible
securities tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. However, when
the market price of the common stock underlying a convertible
security exceeds the conversion price of the convertible
security, the convertible security tends to reflect the market
price of the underlying common stock. As the market price of the
underlying common stock declines, the convertible security, like
a fixed income security, tends to trade increasingly on a yield
basis, and thus may not decline in price to the same extent as
the underlying common stock.
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Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
Certain Underlying Funds may
invest in zero coupon, deferred interest, pay-in-kind and
capital appreciation bonds. These bonds are issued at a discount
from their face value because interest payments are typically
postponed until maturity. Pay-in-kind securities are securities
that have interest payable by the delivery of additional
securities. The market prices of these securities generally are
more volatile than the market prices of interest-bearing
securities and are likely to respond to a greater degree to
changes in interest rates than interest-bearing securities
having similar maturities and credit quality.
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Duration.
The
duration of certain Underlying Funds approximates their price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
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APPENDIX A
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duration of three years may be expected to rise
approximately three percent and the price of a bond with a five
year duration may be expected to rise approximately five
percent. The converse is also true. Suppose interest rates in
one day rise by one percent which, in turn, causes yields on
every bond in the market to rise by the same amount. In this
second example, the price of a bond with a duration of three
years may be expected to fall approximately three percent and
the price of a bond with a five year duration may be expected to
fall approximately five percent. The longer the duration of a
bond, the more sensitive the bonds price is to changes in
interest rates. Maturity measures the time until final payment
is due; it takes no account of the pattern of a securitys
cash flows over time. In calculating maturity, an Underlying
Fund may determine the maturity of a variable or floating rate
obligation according to its interest rate reset date, or the
date principal can be recovered on demand, rather than the date
of ultimate maturity. Similarly, to the extent that a fixed
income obligation has a call, refunding, or redemption
provision, the date on which the instrument is expected to be
called, refunded or redeemed may be considered to be its
maturity date. There is no guarantee that the expected call,
refund or redemption will occur, and the Underlying Funds
average maturity may lengthen beyond the Investment
Advisers expectations should the expected call, refund or
redemption not occur. In computing portfolio duration, the
Underlying Fund will estimate the duration of obligations that
are subject to prepayment or redemption by the issuer, taking
into account the influence of interest rates on prepayments and
coupon flows. This method of computing duration is known as
option-adjusted duration. The investment adviser of
the Underlying Fund may use futures contracts, options on
futures contracts and swaps to manage the Underlying Funds
target duration in accordance with its benchmark. The Underlying
Fund will not be limited as to its maximum weighted average
portfolio maturity or the maximum stated maturity with respect
to individual securities unless otherwise noted.
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The investment adviser of the Underlying Fund
uses derivative instruments, among other things, to manage the
durations of the funds investment portfolio. These
derivative instruments include financial futures contracts and
swap transactions, as well as other types of derivatives, and
can be used to shorten and lengthen the duration of the
Underlying Fund. The Underlying Funds investments in
derivative instruments, including financial futures contracts
and swaps, can be significant. These transactions can result in
sizeable realized and unrealized capital gains and losses
relative to the gains and losses from the Underlying Funds
investments in bonds and other securities. Short-term and
long-term realized capital gains distributions paid by the
Underlying Fund are taxable to its shareholders.
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Interest rates, fixed income securities prices,
the prices of futures and other derivatives, and currency
exchange rates can be volatile, and a variance in the
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degree of volatility or in
the direction of the market from the Underlying Funds
investment advisers expectations may produce significant
losses in the Underlying Funds investments in derivatives.
In addition, a perfect correlation between a derivatives
position and a fixed income security position is generally
impossible to achieve. As a result, the Underlying Funds
investment advisers use of derivatives may not be
effective in fulfilling the Underlying Funds investment
advisers investment strategies and may contribute to
losses that would not have been incurred otherwise.
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Financial futures contracts used by the
Underlying Fund include interest rate futures contracts
including, among others, Eurodollar futures contracts.
Eurodollar futures contracts are U.S. dollar-denominated futures
contracts that are based on the implied forward London Interbank
Offered Rate (LIBOR) of a three-month deposit. Further
information is included in this Prospectus regarding futures
contracts, swaps and other derivative instruments used by the
Underlying Fund, including information on the risks presented by
these instruments and other purposes for which they may be used
by the Underlying Fund.
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Rating Criteria.
Except as noted below, the
Underlying Equity Funds (other than the Structured Equity Funds,
which may only invest in debt instruments that are cash
equivalents) may invest in debt securities rated at least
investment grade at the time of investment. Investment grade
debt securities are securities rated BBB or higher by Standard
& Poors or Baa or higher by Moodys. The Real
Estate Securities Fund may invest up to 20% of its total assets
not including securities lending collateral (measured at time of
purchase) in debt securities which are rated in the lowest
rating categories by Standard & Poors or Moodys
(i.e., BB or lower by Standard & Poors or Ba or lower
by Moodys), including securities rated D by Moodys
or Standard & Poors. Fixed income securities rated BB
or Ba or below (or comparable unrated securities) are commonly
referred to as junk bonds, are considered
predominately speculative and may be questionable as to
principal and interest payments as described above.
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Structured Securities and Inverse Floaters.
Certain Underlying Funds may
invest in structured securities. Structured securities are
securities whose value is determined by reference to changes in
the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the
Reference) or the relative change in two or more
References. The interest rate or the principal amount payable
upon maturity or redemption may be increased or decreased
depending upon changes in the applicable Reference. Structured
securities may be positively or negatively indexed, so that
appreciation of the Reference may produce an increase or
decrease in the interest rate
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APPENDIX A
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or value of the security at maturity. In
addition, changes in the interest rates or the value of the
security at maturity may be a multiple of changes in the value
of the Reference. Consequently, structured securities may
present a greater degree of market risk than many types of
securities, and may be more volatile, less liquid and more
difficult to price accurately than less complex securities.
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Structured securities include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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Floating and Variable Rate Obligations.
Certain Underlying Funds may
purchase floating and variable rate obligations. The value of
these obligations is generally more stable than that of a fixed
rate obligation in response to changes in interest rate levels.
The issuers or financial intermediaries providing demand
features may support their ability to purchase the obligations
by obtaining credit with liquidity supports. These may include
lines of credit, which are conditional commitments to lend, and
letters of credit, which will ordinarily be irrevocable both of
which may be issued by domestic banks or foreign banks. An
Underlying Fund may purchase variable or floating rate
obligations from the issuers or may purchase certificates of
participation, a type of floating or variable rate obligation,
which are interests in a pool of debt obligations held by a bank
or other financial institutions.
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Foreign Currency Transactions.
Certain Underlying Funds may, to
the extent consistent with their investment policies, purchase
or sell foreign currencies on a cash basis or through forward
contracts. A forward contract involves an obligation to purchase
or sell a specific currency at a future date at a price set at
the time of the contract. Certain Underlying Funds may engage in
foreign currency transactions for hedging purposes and to seek
to protect against anticipated changes in future foreign
currency exchange rates. In addition, certain Underlying Funds
may enter into foreign currency transactions to seek a closer
correlation between the Underlying Funds overall currency
exposures and the currency exposures of the Underlying
Funds performance benchmark. Certain Underlying Funds may
also enter into such transactions to seek to increase total
return, which is considered a speculative practice.
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Certain Underlying Funds may also engage in
cross-hedging by using forward contracts in a currency different
from that in which the hedged security is denominated or quoted.
An Underlying Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgment of the
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investment adviser, it would be beneficial to
convert such currency into U.S. dollars at a later date (e.g.,
the investment adviser may anticipate the foreign currency to
appreciate against the U.S. dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, an Underlying Funds NAV to fluctuate.
Currency exchange rates also can be affected unpredictably by
the intervention of U.S. or foreign governments or central
banks, or the failure to intervene, or by currency controls or
political developments in the United States or abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive an Underlying Fund of unrealized profits,
transaction costs, or the benefits of a currency hedge, or could
force the Underlying Fund to cover its purchase or sale
commitments, if any, at the current market price.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy,
the underlying instrument during the option period. A call
option gives the purchaser of the option the right to buy, and
the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each
Underlying Fund may write (sell) covered call and put
options and purchase put and call options on any securities in
which the Underlying Fund may invest or on any securities index
consisting of securities in which it may invest. Certain
Underlying Funds may also, to the extent consistent with their
investment policies, purchase and sell (write) put and call
options on foreign currencies.
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The writing and purchase of options is a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of an investment adviser
to manage future price fluctuations and the degree of
correlation between the options and securities (or currency)
markets. If an investment adviser is incorrect in its
expectation of changes in market prices or determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in an Underlying
Funds investment portfolio, the Underlying Fund may incur
losses that it would not otherwise incur. The use of options can
also increase an Underlying Funds transaction costs.
Options written
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APPENDIX A
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or purchased by the Underlying Funds may be
traded on either U.S. or foreign exchanges or over-the-counter.
Foreign and over-the-counter options will present greater
possibility of loss because of their greater illiquidity and
credit risks.
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Yield Curve Options.
Certain Underlying Funds may enter
into options on the yield spread or differential
between two securities. Such transactions are referred to as
yield curve options. In contrast to other types of
options, a yield curve option is based on the difference between
the yields of designated securities rather than the prices of
the individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in
the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
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The trading of yield curve options is subject to
all of the risks associated with the trading of other types of
options. In addition, however, such options present a risk of
loss even if the yield of one of the underlying securities
remains constant, or if the spread moves in a direction or to an
extent which was not anticipated.
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Futures Contracts and Options on Futures
Contracts.
Futures contracts are
standardized, exchange-traded contracts that provide for the
sale or purchase of a specified financial instrument or currency
at a future time at a specified price. An option on a futures
contract gives the purchaser the right (and the writer of the
option the obligation) to assume a position in a futures
contract at a specified exercise price within a specified period
of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other
financial instruments and indices. Certain Underlying Funds may
engage in futures transactions on U.S. and (in the case of
certain Underlying Funds) foreign exchanges.
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Certain Underlying Funds may purchase and sell
futures contracts, and purchase and write call and put options
on futures contracts, in order to seek to increase total return
or to hedge against changes in interest rates, securities prices
or to the extent an Underlying Fund invests in foreign
securities, currency exchange rates, or to otherwise manage its
term structure, sector selection and duration in accordance with
its investment objective and policies. An Underlying Fund may
also enter into closing purchase and sale transactions with
respect to such contracts and options. The Trust, on behalf of
each Underlying Fund, has claimed an exclusion from the
definition of the term commodity pool operator under
the Commodity Exchange Act and, therefore, is not subject to
registration or regulation as a pool operator under that Act
with respect to the Underlying Funds.
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Futures contracts and related options present the
following risks:
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While an Underlying Fund may benefit from the use
of futures and options on futures, unanticipated changes in
interest rates, securities prices or currency exchange rates may
result in a poorer overall performance than if the Underlying
Fund had not entered into any futures contracts or options
transactions.
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and an Underlying Fund may be exposed to
additional risk of loss.
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The loss incurred by an Underlying Fund in
entering into futures contracts and in writing call options on
futures is potentially unlimited and may exceed the amount of
the premium received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of an Underlying
Funds NAV.
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As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to an
Underlying Fund.
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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As an investment company registered with the SEC,
an Underlying Fund must set aside (often referred to
as asset segregation) liquid assets, or engage in
other SEC- or staff-approved measures to cover open
positions with respect to its transactions in futures contracts.
In the case of futures contracts that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the futures contracts while the
positions are open. With respect to futures contracts that do
cash settle, however, an Underlying Fund is permitted to set
aside liquid assets in an amount equal to the Underlying
Funds daily marked-to-market net obligations (
i.e.
,
the Underlying Funds daily net liability) under the
futures contracts, if any, rather than their full notional
value. Each Underlying Fund reserves the right to modify its
asset segregation policies in the future to comply with any
changes in the positions from time to time articulated by the
SEC or its staff regarding asset segregation. By setting aside
assets equal to only its net obligations under cash-settled
futures contracts, an Underlying Fund will have the ability to
employ leverage to a greater extent than if the Underlying Fund
were required to segregate assets equal to the full notional
amount of the futures contracts.
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Preferred Stock, Warrants and Rights.
Certain Underlying Funds may
invest in preferred stock, warrants and rights. Preferred stocks
are securities that represent an ownership interest providing
the holder with claims on the issuers earnings and assets
before common stock owners but after bond owners. Unlike debt
securities, the obligations of an issuer of preferred stock,
including dividend and other
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APPENDIX A
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payment obligations, may not typically be
accelerated by the holders of such preferred stock on the
occurrence of an event of default or other non-compliance by the
issuer of the preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Loan Participations.
Certain Underlying Funds may
invest in loan participations. A loan participation is an
interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial
intermediary. Loan participation interests may take the form of
a direct or co-lending relationship with the corporate borrower,
an assignment of an interest in the loan by a co-lender or
another participant, or a participation in the sellers
share of the loan. When an Underlying Fund acts as co-lender in
connection with a participation interest or when it acquires
certain participation interests, the Underlying Fund will have
direct recourse against the borrower if the borrower fails to
pay scheduled principal and interest. In cases where the
Underlying Fund lacks direct recourse, it will look to an agent
for the lenders (the agent lender) to enforce
appropriate credit remedies against the borrower. In these
cases, the Underlying Fund may be subject to delays, expenses
and risks that are greater than those that would have been
involved if the Underlying Fund had purchased a direct
obligation (such as commercial paper) of such borrower.
Moreover, under the terms of the loan participation, the
Underlying Fund may be regarded as a creditor of the agent
lender (rather than of the underlying corporate borrower), so
that the Underlying Fund may also be subject to the risk that
the agent lender may become insolvent.
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REITs.
The
Real Estate Securities Fund expects to invest a substantial
portion of its total assets in REITs, which are pooled
investment vehicles that invest primarily in either real estate
or real estate related loans. In addition, other Underlying
Equity Funds may invest in REITs from time to time. The value of
a REIT is affected by changes in the value of the properties
owned by the REIT or securing mortgage loans held by the REIT.
REITs are dependent upon the ability of the REITs
managers, and are subject to heavy cash flow dependency, default
by borrowers and the qualification of the REITs under applicable
regulatory requirements for favorable federal income tax
treatment. REITs are also subject to risks generally associated
with investments in real estate including possible declines in
the value of real estate, general and local economic conditions,
environmental problems and changes in interest rates. To the
extent that assets underlying a REIT are concentrated
geographically, by property type or in certain other respects,
these risks may be heightened. Each Underlying Fund will
indirectly bear its
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proportionate share of any expenses, including
management fees, paid by a REIT in which it invests.
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Other Investment Companies.
Certain Underlying Funds may
invest in securities of other investment companies (including
exchange-traded funds such as SPDRs and iShares
SM
, as
defined below) subject to statutory limitations prescribed by
the Investment Company Act. These limitations include in certain
circumstances a prohibition on any Underlying Fund acquiring
more than 3% of the voting shares of any other investment
company, and a prohibition on investing more than 5% of an
Underlying Funds total assets in securities of any one
investment company or more than 10% of its total assets in
securities of all investment companies. An Underlying Fund will
indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.
Although the Underlying Funds do not expect to do so in the
foreseeable future, each Underlying Fund is authorized to invest
substantially all of its assets in a single open-end investment
company or series thereof that has substantially the same
investment objective, policies and fundamental restrictions as
the Underlying Fund. Pursuant to an exemptive order obtained
from the SEC, other investment companies in which an Underlying
Fund may invest include money market funds for which the
Investment Adviser or any of its affiliates serve as investment
adviser, administrator or distributor.
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Exchange-traded funds such as SPDRs and
iShares
SM
are shares of unaffiliated investment
companies which are traded like traditional equity securities on
a national securities exchange or the
NASDAQ
®
National Market System.
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Standard and Poors Depositary
Receipts.
The Underlying
Equity Funds may, consistent with their investment policies,
purchase Standard & Poors Depositary Receipts
(SPDRs). SPDRs are securities traded on an exchange
that represent ownership in the SPDR Trust, a trust which has
been established to accumulate and hold a portfolio of common
stocks that is intended to track the price performance and
dividend yield of the S&P
500
®
.
SPDRs may be used for several reasons, including, but not
limited to, facilitating the handling of cash flows or trading,
or reducing transaction costs. The price movement of SPDRs may
not perfectly parallel the price action of the S&P 500.
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iShares
SM
.
iShares are shares of an
investment company that invests substantially all of its assets
in securities included in specified indices, including the MSCI
indices for various countries and regions. iShares are listed on
an exchange and were initially offered to the public in 1996.
The market prices of iShares are expected to fluctuate in
accordance with both changes in the NAVs of their underlying
indices and supply and demand of iShares on an exchange.
However, iShares have a limited operating history and
information is lacking regarding the actual performance and
trading liquidity of iShares for extended
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APPENDIX A
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periods or over complete market cycles. In
addition, there is no assurance that the requirements of the
exchange necessary to maintain the listing of iShares will
continue to be met or will remain unchanged. In the event
substantial market or other disruptions affecting iShares occur
in the future, the liquidity and value of an Underlying Equity
Funds shares could also be substantially and adversely
affected. If such disruptions were to occur, an Underlying
Equity Fund could be required to reconsider the use of iShares
as part of its investment strategy.
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Unseasoned Companies.
Certain Underlying Funds may
invest in companies which (together with their predecessors)
have operated less than three years. The securities of such
companies may have limited liquidity, which can result in their
being priced higher or lower than might otherwise be the case.
In addition, investments in unseasoned companies are more
speculative and entail greater risk than do investments in
companies with an established operating record.
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Non-Investment Grade Fixed Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly known as junk bonds) are
considered speculative. In some cases, these obligations may be
highly speculative and have poor prospects for reaching
investment grade standing. Non-investment grade fixed income
securities are subject to the increased risk of an issuers
inability to meet principal and interest obligations. These
securities, also referred to as high yield securities, may be
subject to greater price volatility due to such factors as
specific corporate developments, interest rate sensitivity,
negative perceptions of the junk bond markets generally and less
secondary market liquidity.
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Non-investment grade fixed income securities are
generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by
an Underlying Fund in defaulted securities poses additional risk
of loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The market value of non-investment grade fixed
income securities tends to reflect individual corporate or
municipal developments to a greater extent than that of higher
rated securities which react primarily to fluctuations in the
general level of interest rates. As a result, an Underlying
Funds ability to achieve its investment objectives may
depend to a greater extent on the investment advisers
judgment concerning the creditworthiness of issuers than funds
which invest in higher-rated securities. Issuers of
non-investment grade fixed income securities may not be able to
make use of more traditional methods of financing and their
ability to service
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debt obligations may be affected more adversely
than issuers of higher-rated securities by economic downturns,
specific corporate or financial developments or the
issuers inability to meet specific projected business
forecasts. Negative publicity about the junk bond market and
investor perceptions regarding lower rated securities, whether
or not based on fundamental analysis, may depress the prices for
such securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities. Investment by an
Underlying Fund in defaulted securities poses additional risk of
loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The secondary market for non-investment grade
fixed income securities is concentrated in relatively few market
makers and is dominated by institutional investors, including
mutual funds, insurance companies and other financial
institutions. Accordingly, the secondary market for such
securities is not as liquid as, and is more volatile than, the
secondary market for higher-rated securities. In addition,
market trading volume for high yield fixed income securities is
generally lower and the secondary market for such securities
could shrink or disappear suddenly and without warning as a
result of adverse market or economic conditions, independent of
any specific adverse changes in the condition of a particular
issuer. The lack of sufficient market liquidity may cause an
Underlying Fund to incur losses because it will be required to
effect sales at a disadvantageous time and then only at a
substantial drop in price. These factors may have an adverse
effect on the market price and an Underlying Funds ability
to dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for an
Underlying Fund to obtain precise valuations of the high yield
securities in its portfolio.
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Credit ratings issued by credit rating agencies
are designed to evaluate the safety of principal and interest
payments of rated securities. They do not, however, evaluate the
market value risk of non-investment grade securities and,
therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not
make timely changes in a rating to reflect changes in the
economy or in the conditions of the issuer that affect the
market value of the security. Consequently, credit ratings are
used only as a preliminary indicator of investment quality.
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96
APPENDIX A
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Equity Swaps.
Each Underlying Equity Fund may
invest up to 15% of its net assets in equity swaps. Equity swaps
allow the parties to a swap agreement to exchange dividend
income or other components of return on an equity investment
(for example, a group of equity securities or an index) for a
component of return on another non-equity or equity investment.
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An equity swap may be used by an Underlying Fund
to invest in a market without owning or taking physical custody
of securities in circumstances in which direct investment may be
restricted for legal reasons or is otherwise deemed impractical
or disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that an investment adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, an
Underlying Fund may suffer a loss, which may be substantial. The
value of some components of an equity swap (such as the
dividends on a common stock) may also be sensitive to changes in
interest rates. Furthermore, an Underlying Fund may suffer a
loss if the counterparty defaults. Because equity swaps are
normally illiquid, an Underlying Fund may be unable to terminate
its obligations when desired.
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When-Issued Securities and Forward
Commitments.
Each Underlying Fund
may purchase when-issued securities and make contracts to
purchase or sell securities for a fixed price at a future date
beyond customary settlement time. When-issued securities are
securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is
considered to be an advantageous price or yield to the
Underlying Fund at the time of entering into the transaction. A
forward commitment involves the entering into a contract to
purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although an Underlying
Fund will generally purchase securities on a when-issued or
forward commitment basis with the intention of acquiring the
securities for its portfolio, an Underlying Fund may dispose of
when-issued securities or forward commitments prior to
settlement if its investment adviser deems it appropriate.
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Repurchase Agreements.
Repurchase agreements involve the
purchase of securities subject to the sellers agreement to
repurchase them at a mutually agreed upon date and price.
Certain Underlying Funds may enter into repurchase agreements
with securities dealers and banks which furnish collateral at
least equal in value or market
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price to the amount of their repurchase
obligation. Some Underlying Funds may also enter into repurchase
agreements involving certain foreign government securities.
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If the other party or seller
defaults, an Underlying Fund might suffer a loss to the extent
that the proceeds from the sale of the underlying securities and
other collateral held by the Underlying Fund are less than the
repurchase price and the Underlying Funds costs associated
with delay and enforcement of the repurchase agreement. In
addition, in the event of bankruptcy of the seller, an
Underlying Fund could suffer additional losses if a court
determines that the Funds interest in the collateral is
not enforceable.
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Certain Underlying Funds, together with other
registered investment companies having advisory agreements with
the Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Underlying Fund may engage in
securities lending. Securities lending involves the lending of
securities owned by an Underlying Fund to financial institutions
such as certain broker-dealers, including, as permitted by the
SEC, Goldman Sachs. The borrowers are required to secure their
loans continuously with cash, cash equivalents, U.S. Government
Securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by an Underlying Fund in short-term investments,
including registered and unregistered investment pools managed
by the Investment Adviser, its affiliates or the Underlying
Funds custodian or its affiliates and from which the
Investment Adviser or its affiliates may receive fees. To the
extent that cash collateral is so invested, such collateral will
be subject to market depreciation or appreciation, and an
Underlying Fund will be responsible for any loss that might
result from its investment of the borrowers collateral. If
an investment adviser determines to make securities loans, the
value of the securities loaned may not exceed 33 1/3% of the
value of the total assets of an Underlying Fund (including the
loan collateral). Loan collateral (including any investment of
the collateral) is not subject to the percentage limitations or
non-fundamental investment policies described elsewhere in this
Prospectus regarding investments in fixed income securities and
cash equivalents.
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An Underlying Fund may lend its securities to
increase its income. An Underlying Fund may, however, experience
delay in the recovery of its securities or incur a loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Underlying Fund or
becomes insolvent.
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Short Sales Against-the-Box.
Certain Underlying Funds may make
short sales against-the-box. A short sale against-the-box means
that at all times when a short
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98
APPENDIX A
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position is open the Underlying Fund will own an
equal amount of securities sold short, or securities convertible
into or exchangeable for, without the payment of any further
consideration, an equal amount of the securities of the same
issuer as the securities sold short.
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Mortgage Dollar Rolls.
Certain Underlying Funds may enter
into mortgage dollar rolls. In mortgage dollar
rolls, an Underlying Fund sells securities for delivery in the
current month and simultaneously contracts with the same
counterparty to repurchase substantially similar (same type,
coupon and maturity) but not identical securities on a specified
future date. During the roll period, the Underlying Fund loses
the right to receive principal and interest paid on the
securities sold. However, the Underlying Fund benefits to the
extent of any difference between (i) the price received for
the securities sold and (ii) the lower forward price for
the future purchase and/or fee income plus the interest earned
on the cash proceeds of the securities sold. Unless the benefits
of a mortgage dollar roll exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that
would have been realized on the securities sold as part of the
roll, the use of this technique will diminish the Underlying
Funds performance.
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Successful use of mortgage dollar rolls depends
upon an investment advisers ability to predict correctly
interest rates and mortgage prepayments. If the investment
adviser is incorrect in its prediction, an Underlying Fund may
experience a loss. The Underlying Funds do not currently intend
to enter into mortgage dollar rolls for financing and do not
treat them as borrowings.
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Borrowings and Reverse Repurchase
Agreements.
Each Underlying Fund
can borrow money from banks and other financial institutions,
and certain Underlying Funds may enter into reverse repurchase
agreements in amounts not exceeding one-third of its total
assets. An Underlying Fund may not make additional investments
if borrowings exceed 5% of its total assets. Reverse repurchase
agreements involve the sale of securities held by an Underlying
Fund subject to the Underlying Funds agreement to
repurchase them at a mutually agreed upon date and price
(including interest). These transactions may be entered into as
a temporary measure for emergency purposes or to meet redemption
requests. Reverse repurchase agreements may also be entered into
when the investment adviser expects that the interest income to
be earned from the investment of the transaction proceeds will
be greater than the related interest expense. Borrowings and
reverse repurchase agreements involve leveraging. If the
securities held by an Underlying Fund decline in value while
these transactions are outstanding, the NAV of the Underlying
Funds outstanding shares will decline in value by
proportionately more than the decline in value of the
securities. In addition, reverse repurchase agreements involve
the risk that the investment return earned by an Underlying Fund
(from the
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investment of the proceeds) will be less than the
interest expense of the transaction, that the market value of
the securities sold by an Underlying Fund will decline below the
price the Underlying Fund is obligated to pay to repurchase the
securities, and that the securities may not be returned to the
Underlying Fund.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
To the extent consistent with
their investment policies, certain Underlying Funds may enter
into interest rate swaps, mortgage swaps, credit swaps, currency
swaps, total return swaps, options on swaps and interest rate
caps, floors and collars. Interest rate swaps involve the
exchange by an Underlying Fund with another party of their
respective commitments to pay or receive interest, such as an
exchange of fixed-rate payments for floating rate payments.
Mortgage swaps are similar to interest rate swaps in that they
represent commitments to pay and receive interest. The notional
principal amount, however, is tied to a reference pool or pools
of mortgages. Credit swaps involve the receipt of floating or
fixed rate payments in exchange for assuming potential credit
losses on an underlying security. Credit swaps give one party to
a transaction (the buyer of the credit swap) the right to
dispose of or acquire an asset (or group of assets), or the
right to receive a payment from the other party, upon the
occurrence of specified credit events. Currency swaps involve
the exchange of the parties respective rights to make or
receive payments in specified currencies. Total return swaps
give an Underlying Fund the right to receive the appreciation in
the value of a specified security, index or other instrument in
return for a fee paid to the counterparty, which will typically
be an agreed upon interest rate. If the underlying asset in a
total return swap declines in value over the term of the swap,
the Underlying Fund may also be required to pay the dollar value
of that decline to the counterparty. The Underlying Funds may
also purchase and write (sell) options contracts on swaps,
commonly referred to as swaptions. A swaption is an option to
enter into a swap agreement. Like other types of options, the
buyer of a swaption pays a non-refundable premium for the option
and obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is
exercised) to enter into an underlying swap on agreed-upon
terms. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on
a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap
and
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100
APPENDIX A
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a floor that preserves a certain return within a
predetermined range of interest rates.
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Certain Underlying Funds may enter into swap
transactions for hedging purposes or to seek to increase total
return. As an example, when an Underlying Fund is the buyer of a
credit default swap (commonly known as buying protection), it
may make periodic payments to the seller of the credit default
swap to obtain protection against a credit default on a
specified underlying asset (or group of assets). If a default
occurs, the seller of the credit default swap may be required to
pay the Underlying Fund the notional value of the
credit default swap on a specified security (or group of
securities). On the other hand, when an Underlying Fund is a
seller of a credit default swap, in addition to the credit
exposure the Underlying Fund has on the other assets held in its
portfolio, the Underlying Fund is also subject to the credit
exposure on the notional amount of the swap since, in the event
of a credit default, the Underlying Fund may be required to pay
the notional value of the credit default swap on a
specified security (or group of securities) to the buyer of the
credit default swap. An Underlying Fund will be the seller of a
credit default swap only when the credit of the underlying asset
is deemed by its investment adviser to meet the Underlying
Funds minimum credit criteria at the time the swap is
first entered into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If an investment adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates or in the evaluation of the creditworthiness of swap
counterparties and issuers of the underlying assets, the
investment performance of an Underlying Fund would be less
favorable than it would have been if these investment techniques
were not used.
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As an investment company registered with the SEC,
an Underlying Fund must set aside (often referred to
as asset segregation) liquid assets, or engage in
other SEC- or staff-approved measures to cover open
positions with respect to certain kinds of derivatives
instruments. In the case of swaps that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the swaps while the positions are
open. With respect to swaps that do cash settle, however, an
Underlying Fund is permitted to set aside liquid assets in an
amount equal to its daily marked-to-market net obligations
(
i.e.,
an Underlying Funds daily net liability)
under the swaps, if any, rather than their full notional value.
An Underlying Fund reserves the right to modify its asset
segregation policies in the future to comply with any changes in
the positions from time to time articulated by the SEC or its
staff regarding asset segregation. By setting aside
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assets equal to only its net obligations under
cash-settled swaps, an Underlying Fund will have the ability to
employ leverage to a greater extent than if the Underlying Fund
were required to segregate assets equal to the full notional
amount of the swaps.
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Inflation Protected
Securities.
Certain Underlying
Funds may invest in IPS of varying maturities issued by the
U.S. Treasury and other U.S. and non-U.S. Government
agencies and corporations. IPS are fixed income securities whose
interest and principal payments are adjusted according to the
rate of inflation. The interest rate on IPS is fixed at
issuance, but over the life of the bond this interest may be
paid on an increasing or decreasing principal value that has
been adjusted for inflation. Although repayment of the original
bond principal upon maturity is guaranteed, the market value of
IPS is not guaranteed, and will fluctuate.
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The values of IPS generally fluctuate in response
to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. If inflation were to rise at a faster rate than
nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates were to increase at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. If inflation is lower than expected during
the period an Underlying Fund holds IPS, the Underlying Fund may
earn less on the IPS than on a conventional bond. If interest
rates rise due to reasons other than inflation (for example, due
to changes in the currency exchange rates), investors in IPS may
not be protected to the extent that the increase is not
reflected in the bonds inflation measure. There can be no
assurance that the inflation index for IPS will accurately
measure the real rate of inflation in the prices of goods and
services.
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The U.S. Treasury utilizes the CPIU as the
measurement of inflation, while other issuers of IPS may use
different indices as the measure of inflation. Any increase in
principal value of IPS caused by an increase in the CPIU is
taxable in the year the increase occurs, even though an
Underlying Fund holding IPS will not receive cash representing
the increase at that time. As a result, an Underlying Fund could
be required at times to liquidate other investments, including
when it is not advantageous to do so, in order to satisfy its
distribution requirements as a regulated investment company.
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If an Underlying Fund invests in IPS, it will be
required to treat as original issue discount any increase in the
principal amount of the securities that occurs during the course
of its taxable year. If an Underlying Fund purchases such
inflation protected securities that are issued in stripped form
either as stripped bonds or coupons, it will be treated as if it
had purchased a newly issued debt instrument having original
issue discount.
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102
APPENDIX A
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Because the Underlying Fund is required to
distribute substantially all of its net investment income
(including accrued original issue discount), the Underlying
Funds investment in either zero coupon bonds or IPS may
require the Underlying Fund to distribute to shareholders an
amount greater than the total cash income it actually receives.
Accordingly, in order to make the required distributions, the
Underlying Fund may be required to borrow or liquidate
securities.
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Appendix B
Financial Highlights
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As the Portfolios have not yet commenced
investment operations as of the date of this Prospectus, there
is no performance information quoted for the Portfolios.
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[This page intentionally left blank]
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1
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General
Investment Management Approach
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3
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Portfolio
Investment Objectives and Strategies
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Principal
Investment Strategies
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6
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Principal
Risks of the Portfolios
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8
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Description
of the Underlying Funds
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15
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Principal
Risks of the Underlying Funds
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22
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Portfolio
Performance
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23
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Portfolio
Fees and Expenses
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31
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Service
Providers
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37
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Dividends
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39
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Shareholder
Guide
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39 How To Buy Shares
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50 How To Sell Shares
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63
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Taxation
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66
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Appendix
A
Additional Information on
the Underlying Funds
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104
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Appendix
B
Financial Highlights
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Retirement Strategy Portfolios
Prospectus
(Class A
Shares)
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Annual/Semi-annual
Report
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Additional information about the Portfolios
investments is available in the Portfolios annual and
semi-annual reports to shareholders. In the Portfolios
annual reports, you will find a discussion of the market
conditions and investment strategies that significantly affected
the Portfolios performance during the last fiscal year. As
of the date of this Prospectus the Portfolios have not commenced
operations. The annual report for the fiscal period ended
August 31, 2008 will become available to shareholders in
October 2008.
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Statement
Of Additional Information
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Additional information about the Portfolios and
their policies is also available in the Portfolios
Additional Statement. The Additional Statement is incorporated
by reference into this Prospectus (is legally considered part of
this Prospectus).
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The Portfolios annual and semi-annual
reports, and the Additional Statement, are available free upon
request by calling Goldman Sachs at 1-800-526-7384. You can also
download the annual and semi-annual reports and the Additional
Statement at the Funds website:
http://www.goldmansachsfunds.com.
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To obtain other information and for shareholder
inquiries:
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n
By
telephone:
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1-800-526-7384
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n
By
mail:
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Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606
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n
On
the Internet:
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SEC EDGAR database http://www.sec.gov
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You may review and obtain copies of Portfolio
documents (including the Additional Statement) by visiting the
SECs public reference room in Washington, D.C. You
may also obtain copies of Portfolio documents, after paying a
duplicating fee, by writing to the SECs Public Reference
Section, Washington, D.C. 20549-0102 or by electronic request
to: publicinfo@sec.gov. Information on the operation of the
public reference room may be obtained by calling the SEC at
(202) 942-8090.
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The Portfolios investment company
registration number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
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AAPRO
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Preliminary
Prospectus dated August 14, 2007
Subject
to Completion
The
information in the prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Institutional
Shares
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September , 2007
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GOLDMAN SACHS RETIREMENT
STRATEGIES PORTFOLIOS
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n
Goldman
Sachs Retirement Strategy 2010 Portfolio
n
Goldman
Sachs Retirement Strategy 2015 Portfolio
n
Goldman
Sachs Retirement Strategy 2020 Portfolio
n
Goldman
Sachs Retirement Strategy 2030 Portfolio
n
Goldman
Sachs Retirement Strategy 2040 Portfolio
n
Goldman
Sachs Retirement Strategy 2050 Portfolio
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THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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AN INVESTMENT IN A
PORTFOLIO IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN A PORTFOLIO INVOLVES INVESTMENT RISKS,
AND YOU MAY LOSE MONEY IN A PORTFOLIO.
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NOT
FDIC-INSURED
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May Lose
Value
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No Bank
Guarantee
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General Investment
Management Approach
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Goldman Sachs Asset Management, L.P.
(GSAM
®
)
serves as investment adviser (the Investment
Adviser) to six Retirement Strategies Portfolios contained
in this Prospectus: Retirement Strategy 2010 Portfolio,
Retirement Strategy 2015 Portfolio, Retirement Strategy 2020
Portfolio, Retirement Strategy 2030 Portfolio, Retirement
Strategy 2040 Portfolio and Retirement Strategy 2050 Portfolio
(each a Portfolio, collectively the
Portfolios). The Portfolios are intended for
investors saving for retirement who prefer to have their asset
allocation decisions made by professional money managers. Each
Portfolio seeks to achieve its objective by investing in a
combination of underlying funds that currently exist or that may
become available for investment in the future for which GSAM or
an affiliate now or in the future acts as investment adviser or
principal underwriter (the Underlying Funds). Some
of these Underlying Funds invest primarily in fixed income or
money market securities (the Underlying Fixed Income
Funds) and other Underlying Funds invest primarily in
equity securities (the Underlying Equity Funds). An
investor may choose to invest in one or more of the Portfolios
based on individual investment goals, risk tolerance, financial
circumstances and planned retirement year.
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GSAMs
Retirement Strategy Investment Philosophy:
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The Investment Advisors Quantitative
Strategies Group uses a disciplined, rigorous and quantitative
approach to global tactical asset allocation. The Global
Tactical Asset Allocation (GTAA) strategy attempts
to add value by actively managing exposure to global stock, bond
and currency markets. In contrast to stock and bond selection
strategies which focus on individual stocks and bonds, GTAA
focuses on broad asset classes. The Investment Advisers
GTAA models use financial and economic factors that are designed
to capture intuitive fundamental relationships across markets.
While the GTAA process is rigorous and quantitative, there is
economic reasoning behind each position.
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Each Portfolio starts with a strategic allocation
among the various asset classes. The Investment Adviser then
tactically deviates from the strategic allocations based on
forecasts provided by the models. The tactical process seeks to
add value by overweighting attractive markets and underweighting
unattractive markets. Greater deviations from the strategic
allocation of a given Portfolio result in higher risk that the
tactical allocation will underperform the strategic allocation.
However, the Investment Advisers risk control process
balances the amount any asset class can be overweighted in
seeking to achieve higher expected returns against the amount of
risk imposed by that deviation from the strategic allocation.
The Investment
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Adviser employs GSAMs proprietary Black
Litterman asset allocation technique in an effort to optimally
balance these two goals.
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References in this Prospectus to a
Portfolios benchmarks are for informational purposes only,
and unless otherwise noted are not an indication of how a
particular Portfolio is managed.
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The Retirement Strategy Investment
Process involves investing a Portfolios assets in other
Goldman Sachs Funds to help investors reach their retirement
goals.
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2
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Portfolio Investment
Objectives
and Strategies
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Each Portfolio seeks long-term capital
appreciation and income consistent with its current asset
allocation which will change over time with an increasing
allocation to fixed income funds.
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MAIN
INVESTMENT STRATEGIES
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Each Portfolio employs an asset allocation
strategy designed for investors planning to retire in
approximately the calendar year designated in the
Portfolios name.
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Each Portfolio seeks to achieve its investment
objective by investing within specified equity and fixed income
ranges. Each Portfolio is invested in a combination of up to
approximately 15 equity and fixed income Underlying Funds based
on the Portfolios target date. The target allocation
percentages for each Portfolio will change gradually over time
based on the number of years that remain until the target date
of the Portfolio. Each Portfolios asset allocation will
become more conservative (i.e., the Portfolios allocation
to fixed income investments will increase) as the Portfolio
approaches its target date.
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The Portfolios benchmarks will be the
S&P 500 Index, Lehman Brothers Aggregate Bond Index and
the MSCI EAFE Index.
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The table below illustrates the current
Underlying Equity/ Fixed Income Fund allocation targets and
ranges for each Portfolio at the inception of the Portfolio. As
noted above, the target percentages for each Portfolio will
change over time so that the percentage of assets allocated to
fixed income funds will gradually increase as the Portfolio
approaches its target date.
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3
Expected
Equity/Fixed Income Range (Percentage of Each Portfolios
Total Assets)
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|
|
|
|
|
|
|
|
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
Retirement
|
|
|
Strategy
|
|
Strategy
|
|
Strategy
|
|
Strategy
|
|
Strategy
|
|
Strategy
|
|
|
2010
|
|
2015
|
|
2020
|
|
2030
|
|
2040
|
|
2050
|
|
|
Portfolio
|
|
Portfolio
|
|
Portfolio
|
|
Portfolio
|
|
Portfolio
|
|
Portfolio
|
|
|
|
|
|
|
EQUITY FUNDS
|
|
|
58%
|
|
|
|
66%
|
|
|
|
72%
|
|
|
|
81%
|
|
|
|
86%
|
|
|
|
90%
|
|
|
Domestic Equity
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Large Cap Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Large Cap Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Small Cap Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured International
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty Equity
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIXED INCOME
FUNDS
|
|
|
42%
|
|
|
|
34%
|
|
|
|
28%
|
|
|
|
19%
|
|
|
|
14%
|
|
|
|
10%
|
|
|
Taxable Investment
Grade Fixed Income Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short Duration Government
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation Protected
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Markets Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Square Prime
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indicates expected strategic allocation as of the
date of this Prospectus. Allocations may vary based on current
market conditions and tactical views.
|
|
|
|
As a Portfolio is further away from its target
date the Portfolio will have a higher allocation to equity
investments and a lower allocation to fixed income investments.
As each Portfolio approaches its target date, its asset
allocation will shift so that the Portfolios target
percentages approach approximately 55% of total assets in fixed
income and 45% of total assets in equity. Approximately five
years after a Portfolios target date, the Portfolio
expects that it will become part of another mutual fund managed
by the Investment Adviser, the Goldman Sachs Income Strategies
Portfolio, which has a current target allocation of
approximately 60% of total assets in fixed income and 40% of
total assets in equity.
|
4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
|
Each Portfolio can invest in any or all of the
Underlying Funds. It is expected, however, that each Portfolio
will normally invest in approximately 10-15 Underlying Funds at
any particular time as part of that Portfolios strategic
allocation. The Portfolio may invest in other Underlying Funds
periodically to gain tactical exposure to a particular asset
class. Each Portfolios investment in any of the Underlying
Funds may, and in some cases is expected to, exceed 25% of such
Portfolios total assets. Each Portfolio intends to invest
solely in Underlying Funds for which GSAM or an affiliate serves
an investment adviser or principal underwriter.
|
|
|
|
A Portfolios investment in particular
Underlying Funds will depend on various criteria. Among other
things, the Investment Adviser will analyze the Underlying
Funds respective investment objectives, policies and
investment strategies in order to determine which Underlying
Funds, in combination with other Underlying Funds, are
appropriate in light of a Portfolios investment objective
and target date.
|
|
|
A Portfolio may purchase or sell securities to:
(a) accommodate purchases and sales of its shares;
(b) change the percentages of its assets invested in each
of the Underlying Funds in response to economic or market
conditions; and (c) maintain or modify the allocation of
its assets among the Underlying Funds within the percentage
ranges described above as the Portfolios approach their target
date.
|
|
|
GSAM will periodically rebalance each
Portfolios investments towards its target percentages as
then in effect.
|
|
|
THE PARTICULAR UNDERLYING FUNDS IN WHICH EACH
PORTFOLIO MAY INVEST, THE EQUITY/ FIXED INCOME TARGETS AND
RANGES OF EACH PORTFOLIO, AND THE INVESTMENTS BY EACH PORTFOLIO
IN THE UNDERLYING FUNDS WILL CHANGE FROM TIME TO TIME WITHOUT
SHAREHOLDER APPROVAL.
|
|
|
In addition, each Portfolios investment
objective, and all policies not specifically designated as
fundamental in this Prospectus or the Statement of Additional
Information (the Additional Statement), are
non-fundamental and may be changed without shareholder approval.
However, each Portfolio will provide shareholders with at least
60 days written notice before any change in its
investment objective. If there is a change in a Portfolios
investment objective, you should consider whether that Portfolio
remains an appropriate investment in light of your then-current
financial position and needs.
|
5
Principal Risks of the
Portfolios
Loss of money is a risk of investing in each
Portfolio. An investment in a Portfolio is not a deposit of any
bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. While
the Portfolios offer a greater level of diversification than
many other types of mutual funds, a single Portfolio may not
provide a complete investment program for an investor. The
following summarizes important risks that apply to the
Portfolios and may result in a loss of your investment. There
can be no assurance that a Portfolio will achieve its investment
objective.
|
|
n
|
Investing in the Underlying
Funds
The investments of each
Portfolio are concentrated in the Underlying Funds, and each
Portfolios investment performance is directly related to
the investment performance of the Underlying Funds held by it.
The ability of each Portfolio to meet its investment objective
is directly related to the ability of the Underlying Funds to
meet their objectives as well as the allocation among those
Underlying Funds by the Investment Adviser. The value of the
Underlying Funds investments, and the net asset values
(NAV) of the shares of both the Portfolios and the
Underlying Funds, will fluctuate in response to various market
and economic factors related to the equity and fixed income
markets, as well as the financial condition and prospects of
issuers in which the Underlying Funds invest. There can be no
assurance that the investment objective of any Portfolio or any
Underlying Fund will be achieved.
|
n
|
Investments of the Underlying
Funds
Because the Portfolios
invest in the Underlying Funds, the Portfolios
shareholders will be affected by the investment policies of the
Underlying Funds in direct proportion to the amount of assets
the Portfolios allocate to those Underlying Funds. Each
Portfolio may invest in Underlying Funds that in turn invest in
small capitalization companies and foreign issuers and thus are
subject to additional risks, including changes in foreign
currency exchange rates and political risk. Foreign investments
may include securities of issuers located in emerging countries
in Asia, Latin, Central and South America, Eastern Europe,
Africa and the Middle East. Each Portfolio may also invest in
Underlying Funds that in turn invest in debt securities,
including investment grade fixed income securities, emerging
market debt securities, Inflation Protected Securities and
non-investment grade fixed income securities (junk
bonds) (which are considered speculative). In addition,
the Underlying Funds may purchase derivative securities
including structured notes; enter into forward currency
transactions; lend their portfolio securities; enter into
futures contracts and options transactions; purchase zero coupon
bonds and payment-in-kind bonds; purchase securities issued by
real estate investment trusts (REITs) and other
issuers in the
|
6
PRINCIPAL RISKS OF THE
PORTFOLIOS
|
|
|
real estate industry; purchase restricted and
illiquid securities; purchase securities on a when-issued or
delayed delivery basis; enter into repurchase agreements; borrow
money; and engage in various other investment practices. The
risks presented by these investment practices are discussed in
Appendix A to this Prospectus and the Additional Statement.
|
n
|
Affiliated
Persons
In managing the
Portfolios, the Investment Adviser will have the authority to
select and substitute Underlying Funds. The Investment Adviser
is subject to conflicts of interest in allocating Portfolio
assets among the various Underlying Funds both because the fees
payable to it and/or its affiliates by some Underlying Funds are
higher than the fees payable by other Underlying Funds and
because the Investment Adviser and its affiliates are also
responsible for managing the Underlying Funds. The Investment
Adviser and/or its affiliates are compensated by the Portfolios
and by the Underlying Funds for advisory and/or principal
underwriting services provided. The Trustees and officers of the
Goldman Sachs Trust may also have conflicting interests in
fulfilling their fiduciary duties to both the Portfolios and the
Underlying Funds. The Portfolios will only invest in Underlying
Funds for which Goldman Sachs or its affiliates now or in the
future serve as advisor or underwriter. Other funds with similar
investment strategies may perform better or worse than the
Underlying Funds.
|
n
|
Expenses
You
may invest in the Underlying Funds directly. By investing in the
Underlying Funds indirectly through a Portfolio, you will incur
not only a proportionate share of the expenses of the Underlying
Funds held by the Portfolio (including operating costs and
investment management fees), but also expenses of the Portfolio.
|
n
|
Temporary
Investments
Although the
Portfolios normally seek to remain substantially invested in the
Underlying Funds, each Portfolio may invest a portion of its
assets in high-quality, short-term debt obligations (including
commercial paper, certificates of deposit, bankers
acceptances, repurchase agreements, debt obligations backed by
the full faith and credit of the U.S. government and demand and
time deposits of domestic and foreign banks and savings and loan
associations) to maintain liquidity, to meet shareholder
redemptions and for other short-term cash needs. Also, there may
be times when, in the opinion of the Investment Adviser,
abnormal market or economic conditions warrant that, for
temporary defensive purposes, a Portfolio may invest without
limitation in short-term obligations. When a Portfolios
assets are invested in such investments, the Portfolio may not
be achieving its investment objective.
|
7
|
|
|
Description of the Underlying
Funds
|
DESCRIPTION
OF THE UNDERLYING FUNDS
|
|
|
|
The following is a concise description of the
investment objectives and practices of each of the Underlying
Funds that are available for investment by the Portfolios as of
the date of this Prospectus. A Portfolio may also invest in
other Underlying Funds not listed below that currently exist or
that may become available for investment in the future at the
discretion of the Investment Adviser and without shareholder
approval. Additional information regarding the investment
practices of the Underlying Funds is provided in Appendix A
to this Prospectus and in the Additional Statement. This
Prospectus is not an offer to sell and is not soliciting an
offer to buy any of the Underlying Funds. A description of the
Portfolios policies and procedures with respect to the
disclosure of a Portfolios portfolio security holdings is
available in the Additional Statement. For information regarding
the disclosure of an Underlying Funds portfolio securities
holdings, see the applicable Underlying Funds prospectus.
|
|
|
|
|
|
Underlying Fund
|
|
Investment Objectives
|
|
Investment Criteria
|
|
|
|
|
|
|
Structured Large Cap
Value
|
|
Long-term growth of
capital and dividend income.
|
|
At least 80% of its net
assets plus any borrowings for investment purposes (measured at
time of purchase) (Net Assets) in a diversified
portfolio of equity investments in large-cap U.S. issuers,
including foreign issuers that are traded in the United States.
The Funds investments are selected using both a variety of
quantitative techniques and fundamental research in seeking to
maximize the Funds expected return, while seeking to
maintain risk, style, capitalization and industry
characteristics similar to the Russell
1000
®
Value Index.
|
|
Structured Large Cap
Growth
|
|
Long-term growth of
capital.
Dividend income is a secondary consideration.
|
|
At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in large-cap U.S. issuers, including foreign issuers that are
traded in the United States. The Funds investments are
selected using both a variety of quantitative techniques and
fundamental research in seeking to maximize the Funds
expected return, while seeking to maintain risk, style,
capitalization and industry characteristics similar to the
Russell
1000
®
Growth Index.
|
|
8
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
Underlying Fund
|
|
Investment Objectives
|
|
Investment Criteria
|
|
|
|
|
|
|
Structured Small Cap
Equity
|
|
Long-term growth of
capital.
|
|
At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in small-cap U.S. issuers, including foreign issuers that are
traded in the United States. The Funds investments are
selected using both a variety of quantitative techniques and
fundamental research including but not limited to valuation,
momentum, profitability and earnings quality, in seeking to
maximize the Funds expected return, while maintaining
risk, style, capitalization and industry characteristics similar
to the Russell
2000
®
Index.
|
|
Real Estate
Securities
|
|
Total return comprised of
long-term growth of capital and dividend income.
|
|
Substantially all, and at
least 80% of its Net Assets in a diversified portfolio of equity
investments in issuers that are primarily engaged in or related
to the real estate industry. The Fund expects that a substantial
portion of its total assets will be invested in REITS, real
estate industry companies or other real estate related
investments.
|
|
Structured
International Equity
|
|
Long-term growth of
capital.
|
|
At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in companies that are organized outside the United States or
whose securities are principally traded outside the United
States. The Funds investments are selected using both a
variety of quantitative techniques and fundamental research
including but not limited to valuation, momentum, profitability
and earnings quality, in seeking to maximize the Funds
expected return, while maintaining risk, style, capitalization
and industry characteristics similar to the
EAFE
®
Index (unhedged).
|
|
International Real
Estate Securities
|
|
Total return comprised of
long-term growth of capital and dividend income.
|
|
Substantially all and at
least 80% of its Net Assets in a diversified portfolio of equity
investments in issuers that are primarily engaged in or related
to the real estate industry outside the United States. The Fund
expects that a substantial portion of its assets will be
invested in REITS, real estate industry companies or other real
estate related investments.
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Short Duration
Government
|
|
A high level of current
income and secondarily, in seeking current income, may also
consider the potential for capital appreciation.
|
|
Target Duration* =
Two-Year U.S. Treasury Note Index plus or minus 0.5 years
|
|
2-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in U.S. Government Securities and repurchase agreements
collateralized by such securities. Also invests in futures,
swaps and other derivatives.
|
|
U.S. Government Securities
|
|
Mortgage pass- through
securities and other securities representing an interest in or
collateralized by mortgage loans.
|
|
Inflation Protected
Securities
|
|
Real return consistent
with preservation of capital. Real return is the return on an
investment adjusted for inflation.
|
|
Target Duration* =
Lehman Brothers U.S. TIPS Index plus or minus 4 or 5 years
|
|
|
|
At least 80% of its net
assets plus any borrowings for investment purposes (measured at
the time of purchase) in inflation- protected securities of
varying maturities issued by the U.S. Treasury and other U.S.
and non-U.S. Government agencies and corporations.
|
|
Primarily in investment
grade securities, but up to 20% of its Net Assets may be
invested in high yield securities rated lower than BBB-/Baa3 by
an NRSRO (at time of purchase)
|
|
Other fixed income
securities, including U.S. Government securities,
asset-backed securities, mortgage- backed securities, corporate
securities, and securities issued by foreign corporate and
governmental issuers.
|
|
10
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Core Fixed
Income
|
|
Total return consisting of
capital appreciation and income that exceeds the total return of
the Lehman Brothers Aggregate Bond Index.
|
|
Target Duration* = Lehman
Brothers Aggregate Bond Index plus or minus one year
|
|
5-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in fixed income securities, including U.S. Government
Securities, corporate debt securities, privately issued
mortgage- backed and asset- backed securities. Also invests in
futures, swaps and other derivatives.
|
|
Minimum = BBB-/Baa3 (at
time of purchase) Minimum for non-U.S. dollar securities = AA/Aa
|
|
Foreign fixed income,
municipal and convertible securities, foreign currencies and
repurchase agreements collateralized by U.S. Government
Securities.
|
|
High Yield
|
|
A high level of current
income and may also consider the potential for capital
appreciation.
|
|
Target Duration* =
Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer
Capped plus or minus 2.5 years
|
|
6-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in high- yield, fixed income securities rated below
investment grade, including U.S. and non-U.S. dollar corporate
debt, foreign government securities, convertible securities and
preferred stock. Also invests in futures, swaps and other
derivatives.
|
|
At least 80% = BB/ Ba or
below (at time of purchase)
|
|
Mortgage- backed and
asset-backed securities, U.S. Government Securities, investment
grade corporate fixed income securities, structured securities,
foreign currencies and repurchase agreements.
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Global
Income
|
|
A high total return,
emphasizing current income, and, to a lesser extent, providing
opportunities for capital appreciation.
|
|
Target Duration* =
J.P. Morgan Global Government Bond Index (hedged) plus or
minus 2.5 years
|
|
7-year U.S. government bond
|
|
Fixed Income Securities of
U.S. and foreign governments and corporations. Also invests in
futures, swaps and other derivatives.
|
|
Minimum = BBB-/Baa3 (at
time of purchase) At least 50% = AAA/ Aaa
|
|
Mortgage- backed and
asset-backed securities, foreign currencies and repurchase
agreements collateralized by U.S. Government Securities or
certain foreign government securities.
|
|
Emerging Markets
Debt
|
|
A high level of total
return consisting of income and capital appreciation.
|
|
Target Duration* =
J.P. Morgan EMBI Global Diversified Index plus or minus
2 years
|
|
10-year U.S. government
bond
|
|
At least 80% of its Net
Assets in fixed income securities of issuers located in emerging
countries. Also invests in futures, swaps and other derivatives.
|
|
Minimum = D (Standard
& Poors) or C (Moodys)
|
|
Brady bonds and other debt
issued by governments, their agencies and instrumentalities, or
by their central banks, fixed and floating rate, senior and
subordinated corporate debt obligations, loan participations and
repurchase agreements.
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12
DESCRIPTION OF THE
UNDERLYING FUNDS
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Expected
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Approximate
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Duration
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Interest
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Investment
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or
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Rate
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Investment
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Credit
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Other
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Underlying Fund
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Objectives
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Maturity
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Sensitivity
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Sector
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Quality
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Investments
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Commodity
Strategy
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Long-term total return
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The average duration will
vary
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Commodity index-linked
securities (including leveraged and unleveraged structured
notes), other commodity- linked securities and derivative
instruments that provide exposure to the performance of the
commodities markets, and in other fixed income and debt
instruments, including at least 25% of its assets in commodity-
linked structured notes.
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Options, futures, options
on futures and swaps.
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13
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Expected
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Approximate
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Duration
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Interest
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Investment
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or
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Rate
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Investment
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Credit
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Other
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Underlying Fund
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Objectives
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Maturity
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Sensitivity
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Sector
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Quality
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Investments
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Financial Square Prime
Obligations
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To maximize current income
to the extent consistent with the preservation of capital and
the maintenance of liquidity by investing exclusively in high
quality money market instruments
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Maximum remaining maturity
of portfolio investments = 13 months at the time of
purchase; Dollar- weighted average portfolio maturity = not
more than 90 days
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High quality, short-term
fixed income securities
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Minimum = AAA/Aaa or
A-1/P-1
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U.S. Government
Securities, obligations of U.S. banks, commercial paper and
other short-term obligations of U.S. companies, states,
municipalities and other entities and repurchase agreements.
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*
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The Funds duration approximates its
price sensitivity to changes in interest rates.
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14
Principal Risks of the
Underlying
Funds
Loss of money is a risk of investing in each
Underlying Fund. An investment in an Underlying Fund is not a
deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency. The following summarizes important risks that apply to
the Underlying Funds and may result in a loss of your investment
in a Portfolio. There can be no assurance that an Underlying
Fund will achieve its investment objective.
Risks That Apply
To All Underlying Funds:
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n
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NAV
Risk
The risk that the NAV of
an Underlying Fund and the value of your investment will
fluctuate.
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n
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Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by an
Underlying Fund will decline in value. Long-term fixed income
securities will normally have more price volatility because of
this risk than short-term fixed income securities.
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n
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Credit/ Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by an Underlying
Fund (which may have low credit ratings) may default on its
obligation to pay interest and repay principal.
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n
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Market
Risk
The risk that the value
of the securities in which an Underlying Fund invests may go up
or down in response to the prospects of individual companies,
particular industry sectors or governments and/or general
economic conditions. Price changes may be temporary or last for
extended periods. An Underlying Funds investments may be
overweighted from time to time in one or more industry sectors,
which will increase the Underlying Funds exposure to risk
of loss from adverse developments affecting those sectors.
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n
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Derivatives
Risk
The risk that loss may
result from an Underlying Funds investments in options,
futures, swaps, options on swaps, structured securities and
other derivative instruments. These instruments may be illiquid,
difficult to price and leveraged so that small changes may
produce disproportionate losses to an Underlying Fund.
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n
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Management
Risk
The risk that a strategy
used by an investment adviser to the Underlying Funds may fail
to produce the intended results.
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n
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Liquidity
Risk
The risk that an
Underlying Fund will not be able to pay redemption proceeds
within the time period stated in the Underlying Funds
Prospectus because of unusual market conditions, an unusually
high volume of redemption requests, or other reasons. Underlying
Funds that invest in non-investment grade fixed income
securities, small and mid-capitalization stocks, REITs and
emerging country issuers will be especially subject to the risk
that
|
15
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during certain periods the liquidity of
particular issuers or industries, or all securities within
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic,
market or political events, or adverse investor perceptions
whether or not accurate.
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Risks That Apply
Primarily To The Underlying Fixed Income Funds:
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n
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Call Risk/Prepayment
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a mortgage-backed security)
earlier than expected. This may happen when there is a decline
in interest rates. Under these circumstances the value of the
obligation will decrease, and an Underlying Fund may be unable
to recoup all of its initial investment and will also suffer
from having to reinvest in lower yielding securities.
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n
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Leverage
Risk
Leverage creates
exposure to gains in a greater amount than the dollar amount
made in an investment by enhancing return or value without
increasing the investment amount. Borrowing and the use of
derivatives result in leverage. Leverage can magnify the effects
of changes in the value of an Underlying Fund and make it more
volatile. Relatively small market movements may result in large
changes in the value of a leveraged investment. An Underlying
Fund will segregate or earmark liquid assets or otherwise cover
transactions that may give rise to such risk, to the extent
required by applicable law. The use of leverage may cause an
Underlying Fund to liquidate portfolio positions to satisfy its
obligations or to meet segregation requirements when it may not
be advantageous to do so.
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n
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Tax Consequences
Risk
Adjustments for
inflation to the principal amount of an inflation indexed bond
may give rise to original issue discount, which will be
includable in the Underlying Funds gross income. Please
see the section entitled TaxationDistributions.
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n
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Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a Mortgage-Backed Security) later
than expected. This may happen when there is a rise in interest
rates. Under these circumstances, the value of the obligation
will decrease, and an Underlying Fund will also suffer from the
inability to invest in higher yielding securities.
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n
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U.S. Government Securities
Risk
The risk that the U.S.
government will not provide financial support to U.S. government
agencies, instrumentalities or sponsored enterprises if it is
not obligated to do so by law. Although many types of U.S.
Government Securities may be purchased by the Underlying Funds,
such as those issued by the Federal National Mortgage
Association (Fannie Mae), Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal Home Loan
Banks may be chartered or sponsored by Acts of Congress, their
securities are neither issued nor guaranteed by the United
States Treasury and, therefore, are not backed by the full faith
and credit of the United States. The maximum potential liability
of the issuers of some U.S. Government Securities held by an
Underlying
|
16
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
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Fund may greatly exceed their current resources,
including their legal right to support from the U.S. Treasury.
It is possible that these issuers will not have the funds to
meet their payment obligations in the future.
|
Risk That
Applies Primarily To The Underlying Equity Funds:
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n
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Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have in periods experienced
substantial price volatility and may do so again in the future.
|
Risks That Are
Particularly Important For Specific Underlying Funds:
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n
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Non-Diversification
Risk
The Commodity Strategy,
Global Income and Emerging Market Debt Funds are
non-diversified, meaning that each fund is permitted to invest
more of its assets in fewer issuers than diversified
mutual funds. Thus, these funds may be more susceptible to
adverse developments affecting any single issuer held in their
portfolios, and may be more susceptible to greater losses
because of these developments.
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n
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Sovereign
Risk
Certain Underlying Funds
will be subject to the risk that the issuer of the
non-U.S. sovereign debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay the principal or interest when due. Sovereign
Risk includes the following risks:
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n
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Political
Risk
The risks associated
with the general political and social environment of a country.
These factors may include among other things government
instability, poor socioeconomic conditions, corruption, lack of
law and order, lack of democratic accountability, poor quality
of the bureaucracy, internal and external conflict, and
religious and ethnic tensions. High political risk can impede
the economic welfare of a country.
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n
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Economic
Risk
The risks associated
with the general economic environment of a country. These can
encompass, among other things, low quality and growth rate of
Gross Domestic Product (GDP), high inflation or
deflation, high government deficits as a percentage of GDP, weak
financial sector, overvalued exchange rate, and high current
account deficits as a percentage of GDP.
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n
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Repayment
Risk
The risk associated with
the inability of a country to pay its external debt obligations
in the immediate future. Repayment risk factors may include but
are not limited to high foreign debt as a percentage of GDP,
high foreign debt service as a percentage of exports, low
foreign exchange reserves as a percentage of short-term debt or
exports, and an unsustainable exchange rate structure.
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n
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Foreign
Risk
Certain Underlying Funds
will be subject to risk of loss with respect to their foreign
investments that is not typically associated with domestic
investments. Loss may result because of less foreign government
regulation, less public information and less economic, political
and social stability. Loss may also
|
17
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result from the imposition of exchange controls,
confiscations and other government restrictions. The Underlying
Funds will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when an Underlying Fund invests in issuers located in
emerging countries.
|
n
|
Emerging Countries
Risk
Certain Underlying Funds
may invest in emerging country securities. The securities
markets of Asian, Latin, Central and South American, Eastern
European, Middle Eastern, African and other emerging countries
are less liquid, are especially subject to greater price
volatility, have smaller market capitalizations, have less
government regulation and are not subject to as extensive and
frequent accounting, financial and other reporting requirements
as the securities markets of more developed countries. Further,
investment in equity securities of issuers located in certain
emerging countries involves risk of loss resulting from problems
in share registration and custody and substantial economic and
political disruptions. These risks are not normally associated
with investments in more developed countries.
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n
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Mid Cap and Small Cap
Risk
Certain Underlying Funds
may invest in small cap and mid cap stocks. The securities of
small capitalization and mid-capitalization companies involve
greater risks than those associated with larger, more
established companies and may be subject to more abrupt or
erratic price movements. Securities of such issuers may lack
sufficient market liquidity to enable an Underlying Fund to
effect sales at an advantageous time or without a substantial
drop in price. Both mid-cap and small-cap companies often have
narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result,
their performance can be more volatile and they face greater
risk of business failure, which could increase the volatility of
an Underlying Funds portfolio. Generally, the smaller the
company size, the greater these risks.
|
n
|
Initial Public Offering (IPO)
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the issuer. The purchase of IPO shares
may involve high transaction costs. IPO shares are subject to
market risk and liquidity risk. When an Underlying Funds
asset base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance will probably decline,
which could reduce the Underlying Funds performance.
|
n
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Junk Bond
Risk
Certain Underlying Funds
may invest in non-investment grade fixed income securities
(commonly known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of comparable credit quality are subject to
the increased risk of an issuers inability to
|
18
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
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meet principal and interest payment obligations.
These securities may be subject to greater price volatility due
to such factors as specific corporate developments, interest
rate sensitivity, negative perceptions of the junk bond markets
generally and less secondary market liquidity. Certain
Underlying Funds may purchase the securities of issuers that are
in default.
|
n
|
Concentration
Risk
The risk that if the
Global Income or Emerging Markets Debt Funds invest more than
25% of its total assets in issuers within the same country,
state, region, currency, industry or economic sector, an adverse
economic, business or political development may affect the value
of the Global Income Funds or Emerging Markets Debt
Funds investments more than if its investments were not so
concentrated. In addition, the Global Income Fund may invest
more than 25% of its total assets in the securities of corporate
and governmental issuers located in each of Canada, Germany,
Japan and the United Kingdom, as well as in the securities of
U.S. issuers. Concentration of the Global Income
Funds investments in such issuers will subject the Fund,
to a greater extent than if investments were less concentrated,
to losses arising from adverse developments affecting those
issuers or countries. The International Real Estate Securities
and Real Estate Securities Funds concentrate their investments
in issuers within the same country, state, region, currency,
industry or economic sector. An adverse economic, business or
political development may affect the value of the International
Real Estate Securities, the Real Estate Securities, the Global
Income or the Emerging Markets Debt Funds investments more
than if its investments were not so concentrated. In addition,
securities of issuers held by an Underlying Fund may lack
sufficient market liquidity to enable an Underlying Fund to sell
the securities at an advantageous time or without a substantial
drop in price.
|
n
|
Non-Hedging Foreign Currency Trading
Risk
The Core Fixed Income,
Global Income, High Yield and Emerging Markets Debt Funds may
engage, to a greater extent than the other Underlying Funds, in
forward foreign currency transactions for speculative purposes.
These Underlying Funds investment advisers may purchase or
sell foreign currencies through the use of forward contracts
based on the investment advisers judgment regarding the
direction of the market for a particular foreign currency or
currencies. In pursuing this strategy, the investment advisers
seek to profit from anticipated movements in currency rates by
establishing long and/or short positions
in forward contracts on various foreign currencies. Foreign
exchange rates can be extremely volatile and a variance in the
degree of volatility of the market or in the direction of the
market from the investment advisers expectations may
produce significant losses to these Underlying Funds.
|
n
|
Commodity
Risk
The Commodity Strategy
Fund invests a significant percentage of its portfolio in
commodity-linked securities. Exposure to the commodities markets
may subject the Fund to greater volatility than investments in
traditional securities. The value of commodity-linked derivative
investments may be affected
|
19
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|
by changes in overall market movements, commodity
index volatility, changes in interest rates, or sectors
affecting a particular industry or commodity, such as drought,
floods, weather, livestock disease, embargoes, tariffs and
international economic, political and regulatory developments.
|
n
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Absence of
Regulation
The risk for the
Commodity Strategy Fund that in general there is less
governmental regulation and supervision of transactions in the
OTC markets (in which option contracts and certain options
on swaps are generally traded) than of transactions entered into
on organized exchanges.
|
n
|
Counterparty
Risk
Many of the protections
afforded to participants on some organized exchanges, such as
the performance guarantee of an exchange clearing house, might
not be available in connection with OTC transactions entered
into by the Commodity Strategy Fund. Therefore, in those
instances in which the Commodity Strategy Fund enters into OTC
transactions, the Commodity Strategy Fund will be subject to the
risk that its direct counterparty will not perform its
obligations under the transactions and that the Commodity
Strategy Fund will sustain losses.
|
n
|
REIT
Risk
The Real Estate
Securities Fund and the International Real Estate Securities
Fund invest a significant percentage of their portfolios in
REITs. Investing in REITs involves certain unique risks in
addition to those risks associated with investing in the real
estate industry in general. REITs whose underlying properties
are concentrated in a particular industry or geographic region
are also subject to risks affecting such industries and regions.
The securities of REITs involve greater risks than those
associated with larger, more established companies and may be
subject to more abrupt or erratic price movements because of
interest rate changes, economic conditions and other factors.
Securities of such issuers may lack sufficient market liquidity
to enable the Real Estate Securities Fund or the International
Real Estate Securities Fund to effect sales at an advantageous
time or without a substantial drop in price.
|
|
n
|
Inflation Protected Securities
Risk
The value of Inflation
Protected Securities (IPS) generally fluctuates in
response to changes in real interest rates, which are in turn
tied to the relationship between nominal interest rates and the
rate of inflation. Therefore, if inflation were to rise at a
faster rate than nominal interest rates, real interest rates
might decline, leading to an increase in value of IPS. In
contrast, if nominal interest rates increased at a faster rate
than inflation, real interest rates might rise, leading to a
decrease in value of IPS. Although the principal value of IPS
declines in periods of deflation, holders at maturity receive no
less than the par value of the bond. However, if the Inflation
Protected Securities Fund purchases IPS in the secondary market
whose principal values have been adjusted upward due to
inflation since issuance, this Underlying Fund may experience a
loss if there is a subsequent period of deflation. If inflation
is lower than expected during the period the Inflation Protected
Securities Fund holds an
|
|
20
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
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|
IPS, the Underlying Fund may earn less on the
security than on a conventional bond. The U.S. Treasury only
began issuing inflation-protected securities (TIPS)
in 1997, and corporations began issuing Corporate Inflation
Protected Securities (CIPS) even more recently. As a
result, the market for such securities may be less developed or
liquid, and more volatile, than certain other securities
markets. Although IPS with different maturities may be issued in
the future, the U.S. Treasury currently issues TIPS in
five-year, ten-year and twenty-year maturities, and CIPS are
currently issued in five-year, seven-year and ten-year
maturities. The U.S. Treasury uses the CPIU as the
measurement for inflation, while other issuers of IPS may use
different indices as the measure of inflation.
|
|
|
n
|
Deflation
Risk
It is possible that
prices throughout the economy may decline over time, resulting
in deflation. If this occurs, the principal and
income of inflation-protected fixed income securities held by an
Underlying Fund would likely decline in price, which could
result in losses for the Underlying Fund.
|
|
|
n
|
CPIU Measurement
Risk
The CPIU is a
measurement of changes in the cost of living, made up of
components such as housing, food, transportation and energy.
There can be no assurance that the CPIU will accurately measure
the real rate of inflation in the prices of goods and services.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. An
Underlying Fund may outperform or underperform other funds that
employ a different investment style. Examples of different
investment styles include growth and value investing. Growth
stocks may be more volatile than other stocks because they are
more sensitive to investor perceptions of the issuing
companys growth of earnings potential. Growth companies
are often expected by investors to increase their earnings at a
certain rate. When these expectations are not met, investors can
punish the stocks inordinately even if earnings showed an
absolute increase. Also, since growth companies usually invest a
high portion of earnings in their business, growth stocks may
lack the dividends of some value stocks that can cushion stock
prices in a falling market. Growth oriented funds will typically
underperform when value investing is in favor. Value stocks are
those that are undervalued in comparison to their peers due to
adverse business developments or other factors.
|
More information about the portfolio securities
and investment techniques of the Underlying Funds, and their
associated risks, is provided in Appendix A. You should
consider the investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
21
HOW
THE PORTFOLIOS HAVE PERFORMED
|
|
|
|
As the Portfolios have not yet commenced
investment operations as of the date of this Prospectus, there
is no performance information quoted for the Portfolios.
|
22
Portfolio Fees and Expenses
(Institutional Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Institutional Shares of a
Portfolio.
|
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|
Retirement Strategy 2010 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
2
*
|
|
|
1.15%
|
|
Underlying Fund
Expenses
3
|
|
|
0.78%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
1.93%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.08%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2010 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
2
|
|
|
0.05%
|
|
Underlying Fund Expenses
3
|
|
|
0.67%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.72%
|
|
|
Total Portfolio Operating Expenses (after current
waivers and expense limitations)
|
|
|
0.82%
|
|
|
23
Portfolio Fees and
Expenses
continued
|
|
|
|
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|
|
Retirement Strategy 2015 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
2
*
|
|
|
1.15%
|
|
Underlying Fund
Expenses
3
|
|
|
0.80%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
1.95%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.10%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2015 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
2
|
|
|
0.05%
|
|
Underlying Fund Expenses
3
|
|
|
0.69%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.74%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
0.84%
|
|
|
|
24
PORTFOLIO FEES AND EXPENSES
|
|
|
|
|
|
|
Retirement Strategy 2020 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
2
*
|
|
|
1.15%
|
|
Underlying Fund
Expenses
3
|
|
|
0.82%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
1.97%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.12%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2020 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
2
|
|
|
0.05%
|
|
Underlying Fund Expenses
3
|
|
|
0.70%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.75%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
0.85%
|
|
|
25
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
Retirement Strategy 2030 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
2
*
|
|
|
1.15%
|
|
Underlying Fund
Expenses
3
|
|
|
0.84%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
1.99%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.14%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2030 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
2
|
|
|
0.05%
|
|
Underlying Fund Expenses
3
|
|
|
0.72%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.77%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
0.87%
|
|
|
26
PORTFOLIO FEES AND EXPENSES
|
|
|
|
|
|
|
Retirement Strategy 2040 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
2
*
|
|
|
1.15%
|
|
Underlying Fund
Expenses
3
|
|
|
0.86%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.01%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.16%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2040 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
2
|
|
|
0.05%
|
|
Underlying Fund Expenses
3
|
|
|
0.73%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.78%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
0.88%
|
|
|
27
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
Retirement Strategy 2050 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
2
*
|
|
|
1.15%
|
|
Underlying Fund
Expenses
3
|
|
|
0.89%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.04%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.19%
|
|
|
See page 29 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Retirement Strategy 2050 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
2
|
|
|
0.05%
|
|
Underlying Fund Expenses
3
|
|
|
0.75%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
0.80%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
0.90%
|
|
|
28
PORTFOLIO FEES AND EXPENSES
|
|
|
|
1
|
|
The Investment Adviser is entitled to a
management fee at an annual rate of 0.15% of the average daily
net assets of each Portfolio. Additionally, as of the date of
this Prospectus, the Investment Adviser is voluntarily waiving a
portion of its management fee equal to 0.05% based on the
average daily net assets of each Portfolio.
|
|
|
2
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.04%
of the average daily net assets of each Portfolios
Institutional Shares, plus all other ordinary expenses not
detailed above. The Investment Adviser has voluntarily agreed to
reduce or limit Other Expenses of each Portfolio
(excluding management fees, transfer agency fees and expenses,
taxes, interest, brokerage fees and litigation, indemnification,
shareholder meetings and other extraordinary expenses exclusive
of any expense offset arrangements) to 0.014% of each
Portfolios average daily net assets.
|
|
|
3
|
|
Underlying Fund Expenses for each
Portfolio are based upon the strategic allocation of each
Portfolios investment in the Underlying Funds and upon the
actual total operating expenses of the Underlying Funds
(including any current waivers and expense limitations of the
Underlying Funds). Actual Underlying Fund Expenses incurred by
each Portfolio may vary with changes in the allocation of each
Portfolios assets among the Underlying Funds and with
other events that directly affect the expenses of the Underlying
Funds.
|
|
29
PORTFOLIO FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in a Portfolio (without waivers
and expense limitations) with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in
Institutional Shares of a Portfolio for the time periods
indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5%
return each year and that a Portfolios operating expenses
remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
Portfolio
|
|
1 Year
|
|
3 Years
|
|
|
Retirement Strategy
2010 Portfolio
|
|
$
|
211
|
|
|
$
|
652
|
|
|
Retirement Strategy
2015 Portfolio
|
|
$
|
213
|
|
|
$
|
658
|
|
|
Retirement Strategy
2020 Portfolio
|
|
$
|
215
|
|
|
$
|
664
|
|
|
Retirement Strategy
2030 Portfolio
|
|
$
|
217
|
|
|
$
|
670
|
|
|
Retirement Strategy
2040 Portfolio
|
|
$
|
219
|
|
|
$
|
676
|
|
|
Retirement Strategy
2050 Portfolio
|
|
$
|
222
|
|
|
$
|
685
|
|
|
Institutions that invest in Institutional Shares
on behalf of their customers may charge other fees directly to
their customer accounts in connection with their investments.
You should contact your institution for information regarding
such charges. Such fees, if any, may affect the return such
customers realize with respect to their investments.
Certain institutions that invest in Institutional
Shares may receive other compensation in connection with the
sale and distribution of Institutional Shares or for services to
their customers accounts and/or the Portfolios. For
additional information regarding such compensation, see
Shareholder Guide in the Prospectus and
Payments to Intermediaries in the Additional
Statement.
30
|
|
|
Investment Adviser
|
|
Portfolio
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Retirement Strategy
2010
Retirement Strategy 2015
Retirement Strategy 2020
Retirement Strategy 2030
Retirement Strategy 2040
Retirement Strategy 2050
|
|
|
|
|
Except
as noted below, GSAM also serves as investment adviser to each
Underlying Fund.
|
|
|
|
|
|
Underlying Fund
|
|
|
Goldman Sachs Asset
Management International (GSAMI)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
|
|
Global Income
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman Sachs.
GSAMI, a member of the Investment Management Regulatory
Organization Limited since 1990 and a registered investment
adviser since 1991, is an affiliate of Goldman Sachs. As of
March 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $660.8 billion.
|
|
|
|
Under an Asset Allocation Management Agreement
with each Portfolio, the Investment Adviser, subject to the
general supervision of the Trustees, provides advice as to each
Portfolios investment transactions, including
determinations concerning changes to (a) the Underlying
Funds in which the Portfolios may invest; and (b) the
percentage range of assets of any Portfolio that may be invested
in the Underlying Equity Funds and the Underlying Fixed Income
Funds as separate groups.
|
|
|
The Investment Adviser also performs the
following additional services for the Portfolios:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Portfolios
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Portfolios
|
31
|
|
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Portfolio
|
|
n
|
Provides office space and all necessary office
equipment and services
|
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Portfolios average daily net assets):
|
|
|
|
|
|
Portfolio
|
|
Contractual Rate
|
|
|
|
|
|
Retirement Strategy 2010
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2015
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2020
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2030
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2040
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2050
Portfolio
|
|
|
0.15%
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its advisory fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
In addition, each Portfolio, as a shareholder in
the Underlying Funds, will indirectly bear a proportionate share
of any investment management fees and other expenses paid by the
Underlying Funds. The following chart shows the total net
operating expense ratios (management fee plus other operating
expenses) of Institutional Shares of each Underlying Fund in
which the Portfolios may invest after applicable fee waivers and
expense limitations, as of the end of each Underlying
Funds most recent fiscal year. In addition, the following
chart shows the contractual investment management fees payable
to the Investment Adviser or its affiliates by the Underlying
Funds (in each case as an annualized percentage of an Underlying
Funds average daily net assets). Absent voluntary fee
waivers
|
32
SERVICE PROVIDERS
|
|
|
and/or expense
reimbursements, which may be discontinued at any time, the total
operating expense ratios of certain Underlying Funds would be
higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net
|
|
|
|
|
Operating
|
|
|
|
|
Expense
|
Underlying Fund
|
|
Management Fee
|
|
Ratio
|
|
|
Short Duration Government
|
|
|
First $1 billion 0.50%
|
|
|
|
0.54%
|
|
|
|
|
Next $1 billion 0.45%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.43%
|
|
|
|
|
|
|
Core Fixed Income
|
|
|
First $1 billion 0.40%
|
|
|
|
0.46%
|
|
|
|
|
Next $1 billion 0.36%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.34%
|
|
|
|
|
|
|
Global Income
|
|
|
First $1 billion 0.65%
|
|
|
|
0.69%
|
|
|
|
|
Next $1 billion 0.59%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.56%
|
|
|
|
|
|
|
High Yield
|
|
|
First $2 billion 0.70%
|
|
|
|
0.75%
|
|
|
|
|
Over $2 billion 0.63%
|
|
|
|
|
|
|
Structured Large Cap Growth
|
|
|
First $1 billion 0.65%
|
|
|
|
0.55%
|
|
|
|
|
Next $1 billion 0.59%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.56%
|
|
|
|
|
|
|
Structured Large Cap Value
|
|
|
First $1 billion 0.60%
|
|
|
|
0.55%
|
|
|
|
|
Next $1 billion 0.54%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.51%
|
|
|
|
|
|
|
Structured Small Cap Equity
|
|
|
First $2 billion 0.85%
|
|
|
|
0.85%
|
|
|
|
|
Over $2 billion 0.77%
|
|
|
|
|
|
|
Structured International
Equity
|
|
|
First $1 billion 0.85%
|
|
|
|
0.85%
|
|
|
|
|
Next $1 billion 0.77%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.73%
|
|
|
|
|
|
|
Emerging Markets Debt
|
|
|
First $2 billion 0.80%
|
|
|
|
0.88%
|
|
|
|
|
Over $2 billion 0.72%
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
First $1 billion 1.00%
|
|
|
|
1.04%
|
|
|
|
|
Next $1 billion 0.90%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.86%
|
|
|
|
|
|
|
International Real Estate
Securities
|
|
|
First $2 billion 1.05%
|
|
|
|
1.13%
|
|
|
|
|
Over $2 billion 0.95%
|
|
|
|
|
|
|
Inflation Protected
Securities
|
|
|
First $1 billion 0.33%
|
|
|
|
N/A
|
*
|
|
|
|
Next $1 billion 0.30%
|
|
|
|
|
|
|
|
|
Over $2 billion 0.28%
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
First $2 billion 0.50%
|
|
|
|
0.58%
|
|
|
|
|
Over $2 billion 0.45%
|
|
|
|
|
|
|
Financial Square Prime
Obligations Fund
|
|
|
0.16%
|
|
|
|
0.18%
|
|
|
|
|
|
* This Fund commenced operations on
August 31, 2007.
|
33
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Portfolios will be available in the Portfolios semi-annual
report dated February 29, 2008.
|
|
|
|
Robert B. Litterman, Ph.D., a Managing Director
of Goldman Sachs, is the co-developer, along with the late
Fischer Black, of the Black-Litterman Global Asset Allocation
Model, a key tool in the investment management divisions
(IMD) asset allocation process. As Director of
Quantitative Resources, Dr. Litterman oversees Quantitative
Equities, the Quantitative Strategies Group, and the Global
Investment Strategies Group. In total, these groups include over
100 professionals. Prior to moving to IMD, Dr. Litterman,
who became a Partner in 1994, was the head of the Firmwide Risk
department. Preceding that time, Dr. Litterman spent eight
years in the Fixed Income Divisions research department
where he was co-director of the research and model development
group.
|
|
|
Quantitative
Strategies Group
|
|
|
|
|
n
|
The Quantitative Strategies Group consists of
over 60 professionals, including 10 Ph.Ds, with extensive
academic and practitioner experience
|
|
n
|
Disciplined, quantitative models are used to
determine the relative attractiveness of the worlds stock,
bond and currency markets
|
|
n
|
Theory and economic intuition guide the
investment process
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark M. Carhart, Ph.D.,
CFA
Managing Director, Co-Head
and Co-Chief Investment Officer
Quantitative Strategies
|
|
Since
2007
|
|
Dr. Carhart joined the
Investment Adviser as a member of the Quantitative Strategies
team in 1997 and became Co-Head of the Quantitative Strategies
team in 1998.
|
|
Ray Iwanowski
Managing Director, Co-Head
and Co-Chief Investment Officer
Quantitative Strategies
|
|
Since
2007
|
|
Mr. Iwanowski
joined the Investment Adviser as a member of the Quantitative
Strategies team in 1997 and became Co-head of the Quantitative
Strategies team in 1998.
|
|
Katinka Domotorffy,
CFA
Managing Director and Senior Portfolio Manager
|
|
Since
2007
|
|
Ms. Domotorffy joined
the Investment Adviser as a member of the Quantitative
Strategies Group in 1998.
|
|
|
|
|
Mark Carhart and Ray Iwanowski, as Co-Heads and
Co-Chief Investment Officers of the Quantitative Strategies
team, are ultimately responsible for the Portfolios
investment process. Katinka Domotorffy manages the
implementation and execution process. The strategic and tactical
allocations are model-driven and generated by a computer-powered
optimizer. The portfolio management team collectively decides on
constraints and adjustments to the trades generated by the
quantitative models.
|
34
SERVICE PROVIDERS
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Portfolios, see the Additional Statement.
|
DISTRIBUTOR
AND TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Portfolios shares.
Goldman Sachs, 71 S. Wacker Drive, Chicago, Illinois 60606,
also serves as each Portfolios transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Underlying Funds
or Portfolios. Goldman Sachs reserves the right to redeem at any
time some or all of the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
an Underlying Fund or limit an Underlying Funds investment
activities. Goldman Sachs is a full service investment banking,
broker dealer, asset management and financial services
organization and a major participant in global financial
markets. As such, it acts as an investor, investment banker,
research provider, investment manager, financier, advisor,
market maker, trader, prime broker, lender, agent and principal,
and has other direct and indirect interests, in the global fixed
income, currency, commodity, equity and other markets in which
the Underlying Funds directly and indirectly invest. Thus, it is
likely that the Underlying Funds will have multiple business
relationships with and will invest in, engage in transactions
with, make voting decisions with respect to, or obtain services
from entities for which Goldman Sachs performs or seeks to
perform investment banking or other services. Goldman Sachs and
its affiliates engage in proprietary trading and advise accounts
and funds which have investment objectives similar to those of
the Underlying Funds and/or which engage in and compete for
transactions in the same types of securities, currencies and
instruments as the Underlying Funds. Goldman Sachs and its
affiliates will not have any obligation to make available any
information regarding their proprietary activities or
strategies, or the activities or strategies used for other
accounts managed by them, for the benefit of the management of
the Underlying Funds. The results of an Underlying Funds
investment activities, therefore, may differ from
|
35
|
|
|
those of Goldman Sachs, its affiliates, and other
accounts managed by Goldman Sachs and it is possible that an
Underlying Fund could sustain losses during periods in which
Goldman Sachs and its affiliates and other accounts achieve
significant profits on their trading for proprietary or other
accounts. In addition, the Underlying Funds may, from time to
time, enter into transactions in which Goldman Sachs or its
other clients have an adverse interest. Furthermore,
transactions undertaken by Goldman Sachs, its affiliates or
Goldman Sachs advised clients may adversely impact the
Underlying Funds. Transactions by one or more Goldman Sachs
advised clients or the Investment Adviser may have the effect of
diluting or otherwise disadvantaging the values, prices or
investment strategies of the Underlying Funds. An Underlying
Funds activities may be limited because of regulatory
restrictions applicable to Goldman Sachs and its affiliates,
and/or their internal policies designed to comply with such
restrictions. As a global financial services firm, Goldman Sachs
also provides a wide range of investment banking and financial
services to issuers of securities and investors in securities.
Goldman Sachs, its affiliates and others associated with it may
create markets or specialize in, have positions in and affect
transactions in, securities of issuers held by the Underlying
Funds, and may also perform or seek to perform investment
banking and financial services for those issuers. Goldman Sachs
and its affiliates may have business relationships with and
purchase or distribute or sell services or products from or to
distributors, consultants or others who recommend the Underlying
Funds or who engage in transactions with or for the Underlying
Funds. For more information about conflicts of interest, see the
Additional Statement.
|
|
|
Under a securities lending program approved by
the Trusts Board of Trustees, the Underlying Funds may
retain an affiliate of the Investment Adviser to serve as the
securities lending agent for each Underlying Fund to the extent
that the Underlying Funds engage in the securities lending
program. For these services, the lending agent may receive a fee
from the Underlying Funds, including a fee based on the returns
earned on the Underlying Funds investment of the cash
received as collateral for the loaned securities. In addition,
the Underlying Funds may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the
Underlying Funds portfolio investment transactions.
|
36
|
|
|
Dividends
|
|
|
Each Portfolio pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Portfolio
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the Additional
Statement.
|
|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to Goldman
Sachs at any time before the record date for a particular
dividend or distribution. If you do not indicate any choice,
your dividends and distributions will be reinvested
automatically in the applicable Portfolio.
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
Income
|
|
Capital Gains
|
Portfolio
|
|
Dividends
|
|
Distributions
|
|
|
Retirement Strategy 2010
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2015
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2020
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2030
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2040
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2050
Portfolio
|
|
Annually
|
|
Annually
|
|
|
|
|
From time to time a portion of a Portfolios
dividends may constitute a return of capital for tax purposes,
and/or may include amounts in excess of the Portfolios net
investment income for the period calculated in accordance with
good accounting practice.
|
37
|
|
|
When you purchase shares of a Portfolio, part of
the NAV per share may be represented by undistributed income or
undistributed realized gains that have previously been earned by
the Portfolio. Therefore, subsequent distributions on such
shares from such income or realized gains may be taxable to you
even if the NAV of the shares is, as a result of the
distributions, reduced below the cost of such shares and the
distributions (or portions thereof) represent a return of a
portion of the purchase price.
|
38
|
|
|
Shareholder Guide
|
|
|
The following section will provide you with
answers to some of the most often asked questions regarding
buying and selling the Funds Institutional Shares.
|
|
|
|
How Can
I Purchase Institutional Shares Of The Funds?
|
|
You may purchase Institutional Shares on any
business day at their NAV next determined after receipt of an
order. No sales load is charged. You should either:
|
|
|
|
|
n
|
Place an order with Goldman Sachs at
1-800-621-2550 and wire federal funds on the next business
day;
or
|
|
|
n
|
Send a check or Federal Reserve draft payable to
Goldman Sachs Funds(Name of Fund and Class of Shares),
P.O. Box 06050, Chicago, IL 60606-6306. The Fund
will not accept a check drawn on foreign banks, third-party
checks, temporary checks, electronic checks, or cash or cash
equivalents, e.g., cashiers checks, official bank checks,
drawer checks, money orders, travelers cheques or credit card
checks. In limited situations involving the transfer of
retirement assets, a Fund may accept cashiers checks or
official bank checks.
|
|
|
|
|
In order to make an initial investment in a Fund,
you must furnish to the Fund or Goldman Sachs the Account
Application. Purchases of Institutional Shares must be settled
within three business days of receipt of a complete purchase
order.
|
|
|
How Do
I Purchase Shares Through A Financial Institution?
|
|
Certain institutions (including banks, trust
companies, brokers and investment advisers) that provide
recordkeeping, reporting and processing services to their
customers may be authorized to accept, on behalf of the Trust,
purchase, redemption and exchange orders placed by or on behalf
of their customers and may designate other intermediaries to
accept such orders, if approved by the Trust. In these cases:
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
institution or intermediary on a business day, and the order
will be priced at the Funds NAV per share next determined
after such acceptance.
|
|
n
|
Authorized institutions or intermediaries will be
responsible for transmitting accepted orders and payments to the
Trust within the time period agreed upon by them.
|
|
|
|
You should contact your institution or
intermediary to learn whether it is authorized to accept orders
for the Trust. These institutions may receive payments from the
|
39
|
|
|
Funds or Goldman Sachs for the services provided
by them with respect to the Funds Institutional Shares.
These payments may be in addition to other payments borne by the
Funds.
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments to authorized dealers and other
financial intermediaries (Intermediaries) from time
to time to promote the sale, distribution and/or servicing of
shares of the Funds and other Goldman Sachs Funds. These
payments are made out of the Investment Advisers,
Distributors and/or their affiliates own assets, and
are not an additional charge to the Funds. Such payments are
intended to compensate Intermediaries for, among other things:
marketing shares of the Funds and other Goldman Sachs Funds,
which may consist of payments relating to Funds included on
preferred or recommended fund lists or in certain sales programs
from time to time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor
various educational programs, sales contests and/or promotions.
The additional payments by the Investment Adviser, Distributor
and/or their affiliates may also compensate Intermediaries for
subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these
services by the Funds. The amount of these additional payments
is normally not expected to exceed 0.50% (annualized) of the
amount sold or invested through the Intermediaries. Please refer
to the Payments to Intermediaries section of the
Additional Statement for more information about these payments.
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates may be different for
different Intermediaries. The presence of these payments and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your authorized dealer or other Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
|
|
In addition to Institutional Shares, each Fund
also offers other classes of shares to investors. These other
share classes are subject to different fees and expenses (which
affect performance), have different minimum investment
requirements and are entitled to different services than
Institutional Shares. Information regarding
|
40
SHAREHOLDER GUIDE
|
|
|
these other share classes may be obtained from
your sales representative or from Goldman Sachs by calling the
number on the back cover of this Prospectus.
|
|
|
What Is
My Minimum Investment In The Funds?
|
|
|
|
Type of Investor
|
|
Minimum Investment
|
|
|
n
Banks,
trust companies or other
depository
institutions investing for their
own
account or on behalf of clients
|
|
$1,000,000 in
Institutional Shares of a Fund alone or in combination with
other assets under the management of GSAM and its affiliates
|
n
Section 401(k),
profit sharing, money
purchase
pension, tax-sheltered
annuity,
defined benefit pension or
other
employee benefit plans that
are
sponsored by one or more
employers
(including governmental or
church
employers) or employee
organizations
|
|
|
n
State,
county, city or any
instrumentality,
department,
authority or agency thereof
|
|
|
n
Corporations
with at least $100 million
in
assets or in outstanding
publicly
traded securities
|
|
|
n
Wrap
account sponsors (provided they
have
an agreement covering the
arrangement
with GSAM)
|
|
|
n
Registered
investment advisers investing
for
accounts for which they
receive
asset-based fees
|
|
|
n
Qualified
non-profit organizations,
charitable
trusts, foundations and
endowments
|
|
|
|
n
Individual
investors
|
|
$10,000,000
|
n
Accounts
over which GSAM or its
advisory
affiliates have investment
discretion
|
|
|
n
Corporations
with less than $100 million
in
assets or outstanding publicly
traded
securities
|
|
|
|
n
Individual
Retirement Accounts (IRAs) for
which
GSAM or its advisory affiliates
act
as fiduciary.
|
|
No minimum
|
|
|
|
|
The minimum investment requirement may be waived
for current and former officers, partners, directors or
employees of Goldman Sachs or any of its affiliates; brokerage
or advisory clients of Goldman Sachs Private Wealth Management
and accounts for which Goldman Sachs Trust Company, N.A. or The
Goldman Sachs Trust Company of Delaware acts in a fiduciary
capacity (
i.e.
, as agent or trustee);
|
41
|
|
|
certain mutual fund wrap programs at
the discretion of the Trusts officers, and for other
investors at the discretion of the Trusts officers. No
minimum amount is required for subsequent investments.
|
|
|
What
Else Should I Know About Share Purchases?
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
|
|
n
|
Modify or waive the minimum investment
requirements.
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of
Institutional Shares of a Fund is evident, or if purchases,
sales or exchanges are, or a subsequent abrupt redemption might
be, of a size that would disrupt the management of a Fund.
|
|
n
|
Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
|
|
|
|
Generally, the Funds will not allow
non-U.S. citizens and certain U.S. citizens residing
outside the United States to open an account directly with the
Funds.
|
|
|
The Funds may allow you to purchase shares with
securities instead of cash if consistent with a Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
|
|
|
|
Customer Identification
Program.
Federal law requires the
Funds to obtain, verify and record identifying information,
which may include the name, residential or business street
address, date of birth (for an individual), Social Security
Number or taxpayer identification number and/or other
identifying information, for each investor who opens an account
with the Funds. Applications without the required information,
which will be reviewed solely for customer identification
purposes, may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Funds are unable to verify an investors identity. The
Funds and their agents will not be responsible for any loss in
an investors account resulting from the investors
delay in providing all required identifying information or from
closing an account and redeeming an investors shares
pursuant to the customer identification program.
|
|
42
SHAREHOLDER GUIDE
|
|
|
How Are
Shares Priced?
|
|
The price you pay or receive when you buy or sell
Institutional Shares is the Funds next determined NAV for
a share class. The Funds calculate NAV as follows:
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
The Funds investments in other registered
mutual funds such as the Underlying Funds are valued based on
the NAV of those mutual funds (which may use fair value pricing
as discussed below).
|
|
|
The investments of the Funds and the Underlying
Funds are valued based on market quotations or if market
quotations are not readily available, or if the Investment
Adviser believes that such quotations do not accurately reflect
fair value, the fair value of the investments may be determined
in good faith under procedures established by the Trustees.
|
|
|
For Underlying Funds that invest a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value for a particular
security or if the value does not meet the established criteria
for the Underlying Funds, the most recent closing price for such
a security on its principal exchange will generally be its fair
value on such date.
|
|
|
In addition, the investment adviser of an
Underlying Fund, consistent with applicable regulatory guidance,
may determine to make an adjustment to the previous closing
prices of either domestic or foreign securities in light of
significant events, to reflect what it believes to be the fair
value of the securities at the time of determining an Underlying
Funds NAV. Significant events that could affect a large
number of securities in a particular market may include, but are
not limited to: situations relating to one or more single
issuers in a market sector; significant fluctuations in foreign
markets; market disruptions or market closings; governmental
actions or other developments; as well as the same or similar
events which may affect specific issuers or the securities
markets even though not tied directly to the securities markets.
Other significant events that could relate to a single issuer
may include, but are not limited to: corporate actions such as
|
43
|
|
|
reorganizations, mergers and buy-outs; corporate
announcements on earnings; significant litigation; and
regulatory news such as governmental approvals.
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Underlying
Fund shares. However, it involves the risk that the values used
by the Underlying Funds to price their investments may be
different from those used by other investment companies and
investors to price the same investments.
|
|
|
|
|
n
|
NAV per share of each class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or such other times as the
New York Stock Exchange or NASDAQ market may officially close.
Fund shares will generally not be priced on any day the New York
Stock Exchange is closed.
|
|
n
|
When you buy shares, you pay the NAV next
calculated
after
the Funds receive your order in proper
form.
|
|
n
|
When you sell shares, you receive the NAV next
calculated
after
the Funds receive your order in proper
form.
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend re-investment), redemption and
exchange transactions that were processed at an NAV other than a
Funds official closing NAV that is subsequently adjusted,
and to recover amounts from (or distribute amounts to)
shareholders accordingly based on the official closing NAV as
adjusted.
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
|
|
Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a Funds net asset value on the business day
following trade date (T+1). The use of T+1 accounting generally
does not, but may, result in a net asset value that differs
materially from the net asset value that would result if all
transactions were reflected on their trade dates.
|
|
|
Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal Reserve wire payment
system is open. To learn whether a Fund is open for business
during this situation, please call 1-800-621-2550.
|
|
|
Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund holds
foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
|
44
SHAREHOLDER GUIDE
|
|
|
How Can
I Sell Institutional Shares Of The Funds?
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares.
Generally,
each Fund will redeem its Institutional Shares upon request on
any business day at their NAV next determined after receipt of
such request in proper form.
You may request that redemption
proceeds be sent to you by check or by wire (if the wire
instructions are on record). Redemptions may be requested in
writing or by telephone.
|
|
|
|
|
|
|
Instructions For Redemptions:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Name(s)
and signature(s)
|
|
|
n
Account
number
|
|
|
n
The
Fund name and Class of Shares
|
|
|
n
The
dollar amount you want to sell
|
|
|
n
How
and where to send the proceeds
|
|
|
n
A
Medallion signature guarantee may be required (see details below)
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
06050
Chicago, IL 60606-6306
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|
By Telephone:
|
|
If you have elected the
telephone redemption privilege on your Account Application:
|
|
|
n
Call
1-800-621-2550
(8:00 a.m. to 4:00
p.m. New York time)
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|
|
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|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the the Transfer Agent must be in writing and
signed by an authorized person (a Medallion signature guarantee
may be required). The written request may be confirmed by
telephone with both the requesting party and the designated bank
account to verify instructions.
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|
|
Certain institutions and intermediaries are
authorized to accept redemption requests on behalf of the Funds
as described under How Do I Purchase Shares Through A
Financial Institution?
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee may be required
if:
|
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record.
|
|
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|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee
|
45
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|
Program or that is otherwise approved by the
Trust. A notary public cannot provide a Medallion signature
guarantee. Additional documentation may be required.
|
|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm that such
instructions are genuine. If reasonable procedures are not
employed, the Trust may be liable for any loss due to
unauthorized or fraudulent transactions. The following general
policies are currently in effect:
|
|
|
|
|
n
|
All telephone requests are recorded.
|
|
n
|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person designated in the current records
of the Transfer Agent with a Medallion signature guarantee. The
written request may be confirmed by telephone with both the
requesting party and the designated bank account to verify
instructions.
|
|
n
|
For the 30-day period following a change of
address, telephone redemptions will generally be filled by a
wire transfer to the bank account designated in the current
records of the Transfer Agent (see immediately preceding bullet
point). For direct accounts to receive the redemption by check
during this time period, a redemption request must be in the
form of a written letter (a Medallion signature guaranteed may
be required).
|
|
n
|
The telephone redemption option may be modified
or terminated at any time.
|
|
|
|
Note: It may be difficult to make telephone
redemptions in times of drastic economic or market
conditions.
|
|
|
How Are
Redemption Proceeds Paid?
|
|
By Wire:
You
may arrange for your redemption proceeds to be wired as federal
funds to the domestic bank account designated in the current
records of the Transfer Agent. The following general policies
govern wiring redemption proceeds:
|
|
|
|
|
n
|
Redemption proceeds will normally be wired on the
next business day in federal funds (for a total of one business
day delay), but may be paid up to three business days following
receipt of a properly executed wire transfer redemption request.
|
|
n
|
Although redemption proceeds will normally be
wired as described above, under certain circumstances,
redemption requests or payments may be postponed or suspended as
permitted pursuant to Section 22(e) of the Investment
Company Act. Generally, under that section, redemption requests
or payments may be
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46
SHAREHOLDER GUIDE
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postponed or suspended if (i) the New York
Stock Exchange is closed for trading or trading is restricted;
(ii) an emergency exists which makes the disposal of
securities owned by a Fund or the fair determination of the
value of a Funds net assets not reasonably practicable; or
(iii) the SEC by order permits the suspension of the right
of redemption.
|
|
n
|
If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
|
|
n
|
If the Federal Reserve Bank is closed on the day
that the redemption proceeds would ordinarily be wired, wiring
the redemption proceeds may be delayed one additional business
day.
|
|
|
n
|
To change the bank designated in the current
records of the Transfer Agent, you must send written
instructions to the Transfer Agent.
|
|
|
n
|
Neither the Trust, Goldman Sachs nor any other
institution assumes any responsibility for the performance of
your bank or any intermediaries in the transfer process. If a
problem with such performance arises, you should deal directly
with your bank or any such intermediaries.
|
|
|
|
By Check:
You
may elect in writing to receive your redemption proceeds by
check. Redemption proceeds paid by check will normally be mailed
to the address of record within three business days of receipt
of a properly executed redemption request. If you are selling
shares you recently paid for by check, the Fund will pay you
when your check has cleared, which may take up to 15 days.
|
|
|
What
Else Do I Need To Know About Redemptions?
|
|
The following generally applies to redemption
requests:
|
|
|
|
|
n
|
Additional documentation may be required when
deemed appropriate by the Transfer Agent. A redemption request
will not be in proper form until such additional documentation
has been received.
|
|
n
|
Institutions (including banks, trust companies,
brokers and investment advisers) are responsible for the timely
transmittal of redemption requests by their customers to the
Transfer Agent. In order to facilitate the timely transmittal of
redemption requests, these institutions may set times by which
they must receive redemption requests. These institutions may
also require additional documentation from you.
|
|
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Redeem your shares in the event an
Institutions relationship with Goldman Sachs is terminated
and you do not transfer your account to another Institution with
a relationship with Goldman Sachs. The Trust will not be
responsible for any loss in an investors account or tax
liability resulting from that redemption.
|
|
n
|
Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
|
47
|
|
|
|
n
|
Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
|
|
n
|
Reinvest any amounts (
e.g.
, dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to a Fund as
undeliverable or remain uncashed for six months. This provision
may not apply to certain retirement or qualified accounts or to
a closed account. No interest will accrue on amounts represented
by uncashed distribution or redemption checks.
|
|
|
|
Can I
Exchange My Investment From One Fund To Another?
|
|
You may exchange Institutional Shares of a Fund
at NAV for Institutional Shares of another Goldman Sachs Fund.
Redemption of shares (including by exchange) of certain Goldman
Sachs Funds offered in other prospectuses may, however, be
subject to a redemption fee for shares that are held for either
30 or 60 calendar days or less. The exchange privilege may
be materially modified or withdrawn at any time upon
60 days written notice to you.
|
|
|
|
|
|
|
Instructions For Exchanging Shares:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Your
Name(s) and signature(s)
|
|
|
n
Your
Account number
|
|
|
n
The
Fund names and Class of Shares
|
|
|
n
The
dollar amount to be exchanged
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
06050
Chicago, IL 60606-6306
|
|
By Telephone:
|
|
If you have elected the
telephone exchange privilege on your Account Application:
|
|
|
n
1-800-621-2550
Call
(8:00 a.m. to 4:00 p.m. New York time)
|
|
|
|
|
You should keep in mind the following factors
when making or considering an exchange:
|
|
|
|
|
n
|
You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
|
|
n
|
All exchanges which represent an initial
investment in a Fund must satisfy the minimum initial investment
requirement of that Fund. This requirement may be waived at the
discretion of the Trust.
|
|
n
|
Normally, telephone exchanges normally will be
made only to an identically registered account.
|
|
n
|
Exchanges are available only in states where
exchanges may be legally made.
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48
SHAREHOLDER GUIDE
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|
|
|
n
|
It may be difficult to make telephone exchanges
in times of drastic economic or market conditions.
|
|
n
|
Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
|
|
n
|
Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
|
|
n
|
Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
|
|
|
|
For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
|
|
|
What
Types of Reports Will I Be Sent Regarding Investments In
Institutional Shares?
|
|
You will be provided with a printed confirmation
of each transaction in your account and a monthly statement. If
your account is held in a street name you may
receive your statements and confirmations on a different
schedule.
|
|
|
You will also receive an annual shareholder
report containing audited financial statements and a semi-annual
shareholder report. If you have consented to the delivery of a
single copy of shareholder reports, prospectuses and other
information to all shareholders who share the same mailing
address with your account, you may revoke your consent at any
time by contacting Goldman Sachs Funds by phone at
1-800-621-2550 or by mail at Goldman Sachs Funds,
P.O. Box 06050, Chicago, IL 60606-6306. The Funds
will begin sending individual copies to you within 30 days
after receipt of your revocation.
|
|
|
In addition, institutions and financial
intermediaries will be responsible for providing any
communications from a Fund to its shareholders, including but
not limited to prospectuses, prospectus supplements, proxy
materials and notices regarding the sources of dividend payments
pursuant to Section 19 of the Investment Company Act.
|
RESTRICTIONS
ON EXCESSIVE TRADING PRACTICES
|
|
|
|
Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market timing or other
|
49
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|
|
excessive trading practices. Purchases and
exchanges should be made with a view to longer-term investment
purposes only that are consistent with the investment policies
and practices of the respective Funds. Excessive, short-term
(market timing) trading practices may disrupt portfolio
management strategies, increase brokerage and administrative
costs, harm Fund performance and result in dilution in the value
of Fund shares held by longer-term shareholders. The Trust and
Goldman Sachs reserve the right to reject or restrict purchase
or exchange requests from any investor. The Trust and Goldman
Sachs will not be liable for any loss resulting from rejected
purchase or exchange orders. To minimize harm to the Trust and
its shareholders (or Goldman Sachs), the Trust (or Goldman
Sachs) will exercise this right if, in the Trusts (or
Goldman Sachs) judgment, an investor has a history of
excessive trading or if an investors trading, in the
judgment of the Trust (or Goldman Sachs), has been or may be
disruptive to a Fund. In making this judgment, trades executed
in multiple accounts under common ownership or control may be
considered together to the extent they can be identified. No
waivers of the provisions of the policy established to detect
and deter market timing and other excessive trading activity are
permitted that would harm the Trust or its shareholders or would
subordinate the interests of the Trust or its shareholders to
those of Goldman Sachs or any affiliated person or associated
person of Goldman Sachs.
|
|
|
To deter excessive shareholder trading, the
International Equity Funds and certain Fixed Income Funds (which
are offered in separate prospectuses) impose a redemption fee on
redemptions made within 30 calendar days of purchase
(60 calendar days with respect to Goldman Sachs High Yield
Fund and High Yield Municipal Fund) subject to certain
exceptions. For more information about these Funds, obtain a
prospectus from your sales representative or from Goldman Sachs
by calling the number on the back cover of this Prospectus.
|
|
|
Pursuant to the policy adopted by the Board of
Trustees of the Trust, Goldman Sachs has developed criteria that
it uses to identify trading activity that may be excessive.
Goldman Sachs reviews on a regular, periodic basis available
information relating to the trading activity in the Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
|
50
SHAREHOLDER GUIDE
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|
|
Fund shares may be held through omnibus
arrangements maintained by intermediaries such as
broker-dealers, investment advisers, transfer agents,
administrators and insurance companies. In addition, Fund shares
may be held in omnibus 401(k) plans, retirement plans and other
group accounts. Omnibus accounts include multiple investors and
such accounts typically provide the Funds with a net purchase or
redemption request on any given day where the purchases and
redemptions of Fund shares by the investors are netted against
one another. The identity of individual investors whose purchase
and redemption orders are aggregated are not known by the Funds.
A number of these financial intermediaries may not have the
capability or may not be willing to apply the Funds market
timing policies or any applicable redemption fee. While Goldman
Sachs may monitor share turnover at the omnibus account level, a
Funds ability to monitor and detect market timing by
shareholders or apply any applicable redemption fee in these
omnibus accounts is limited. The netting effect makes it more
difficult to identify, locate and eliminate market timing
activities. In addition, those investors who engage in market
timing and other excessive trading activities may employ a
variety of techniques to avoid detection. If necessary, the
Trust may prohibit additional purchases of Fund shares by a
financial intermediary or by certain of the financial
intermediarys customers. Financial intermediaries may also
monitor their customers trading activities in the Funds.
The criteria used by financial intermediaries to monitor for
excessive trading may differ from the criteria used by the
Funds. If a financial intermediary fails to enforce the
Trusts excessive trading policies, the Trust may take
certain actions including terminating the relationship. There
can be no assurance that the Funds and Goldman Sachs will be
able to identify all those who trade excessively or employ a
market timing strategy, and curtail their trading in every
instance.
|
51
|
|
|
Taxation
|
|
|
As with any investment, you should consider how
your investment in the Portfolios will be taxed. The tax
information below is provided as general information. More tax
information is available in the Additional Statement. You should
consult your tax adviser about the federal, state, local or
foreign tax consequences of your investment in the Portfolios.
Except as otherwise noted, the tax information provided assumes
that you are a U.S. citizen or resident.
|
|
|
Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Portfolio distributions and the sale of your
Portfolio shares.
|
|
|
|
Each Portfolio contemplates declaring as
dividends each year all or substantially all of its taxable
income. Distributions you receive from the Portfolios are
generally subject to federal income tax, and may also be subject
to state or local taxes. This is true whether you reinvest your
distributions in additional Portfolio shares or receive them in
cash. For federal tax purposes, the Portfolios
distributions attributable to net investment income and
short-term capital gains are taxable to you as ordinary income.
Any long-term capital gains distributions are taxable to you as
long-term capital gains, no matter how long you have owned your
Portfolio shares.
|
|
|
|
Under current provisions of the Internal Revenue
Code (the Code), the maximum long-term capital gain
tax rate applicable to individuals, estates, and trusts is 15%.
Portfolio distributions to noncorporate shareholders
attributable to dividends received by the Portfolios directly or
through the Underlying Funds from U.S. and certain foreign
corporations will generally be taxed at the long-term capital
gain rate of 15%, as long as certain other requirements are met.
For these lower rates to apply, noncorporate shareholders must
own their Portfolio shares for at least 61 days during the
121-day period beginning 60 days before the
Portfolios ex-dividend date. The amount of a
Portfolios distributions that would otherwise qualify for
this favorable tax treatment may be reduced as a result of a
high portfolio turnover rate.
|
|
|
|
A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
|
52
TAXATION
|
|
|
Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December.
|
|
|
A percentage of the Portfolios dividends
paid to corporate shareholders may be eligible for the corporate
dividends-received deduction. This percentage may, however, be
reduced by a high portfolio turnover rate. The character and tax
status of all distributions will be available to shareholders
after the close of each calendar year.
|
|
|
The REIT investments of the underlying Real
Estate Securities Fund and International Real Estate Securities
Fund often do not provide complete tax information to the Funds
until after the calendar year-end. Consequently, because of the
delay, it may be necessary for the Portfolios to request
permission to extend the deadline for issuance of Forms 1099-DIV
beyond January 31.
|
|
|
Each Portfolio may be subject to foreign
withholding or other foreign taxes on income or gain from
certain foreign securities. In general, the Portfolios may
deduct these taxes in computing their taxable income.
|
|
|
If you buy shares of a Portfolio before it makes
a distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
|
|
|
|
Your sale of Portfolio shares is a taxable
transaction for federal income tax purposes, and may also be
subject to state and local taxes. For tax purposes, the exchange
of your Portfolio shares for shares of a different Goldman Sachs
Fund is the same as a sale. When you sell your shares, you will
generally recognize a capital gain or loss in an amount equal to
the difference between your adjusted tax basis in the shares and
the amount received. Generally, this capital gain or loss will
be long-term or short-term depending on whether your holding
period for the shares exceeds one year, except that any loss
realized on shares held for six months or less will be treated
as a long-term capital loss to the extent of any long-term
capital gain dividends that were received on the shares.
Additionally, any loss realized on a sale, exchange or
redemption of shares of a Portfolio may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of that Portfolio within a period
of 61 days beginning 30 days before and ending
30 days after the shares are disposed of, such as pursuant
to a dividend reinvestment in shares of that Portfolio. If
disallowed, the loss will be reflected in an adjustment to the
basis of the shares acquired.
|
53
|
|
|
When you open your account, you should provide
your social security or tax identification number on your
Account Application. By law, each Portfolio must withhold 28% of
your taxable distributions and any redemption proceeds if you do
not provide your correct taxpayer identification number, or
certify that it is correct, or if the IRS instructs the
Portfolio to do so.
|
|
|
Non-U.S. investors may be subject to U.S.
withholding and estate tax. However, withholding is generally
not required on properly designated distributions to non-U.S.
investors of long-term capital gains and, for distributions
before January 1, 2008, short-term capital gains and
qualified interest income. Although this designation will be
made for short-term capital gain distributions, the Portfolios
do not anticipate making any qualified interest income
designations. Therefore, all distributions of interest income
will be subject to withholding when paid to non-U.S. investors.
|
54
|
|
|
Appendix A
Additional Information on the
Underlying Funds
|
|
|
This Appendix provides further information on
certain types of investments and techniques that may be used by
the Underlying Funds, including their associated risks.
Additional information is provided in the Additional Statement,
which is available upon request, and in the prospectuses of the
Underlying Funds.
|
|
|
The Underlying Equity Funds invest primarily in
common stocks and other equity investments, including preferred
stocks, interests in real estate investment trusts, convertible
debt obligations, convertible preferred stocks, equity interests
in trusts, partnerships, joint ventures, limited liability
companies and similar enterprises, warrants, stock purchase
rights and synthetic and derivative instruments (such as swaps
and futures contracts) that have economic characteristics
similar to equity securities (equity investments).
The Underlying Fixed Income Funds invest primarily in fixed
income securities, including senior and subordinated corporate
debt obligations (such as bonds, debentures, notes and
commercial paper), convertible and non-convertible corporate
debt obligations, loan participations and preferred stock. The
Underlying Fixed Income Funds can also make substantial
investments in futures contracts, swaps and other derivatives.
|
|
|
The Short-Duration Government Fund invests
principally in U.S. Government Securities, related repurchase
agreements and certain derivative instruments, and does not
invest foreign securities. With these exceptions, and the
further exceptions noted below, the following description
applies generally to the Underlying Funds.
|
A. General
Risks of the Underlying Funds
|
|
|
|
The Underlying Equity Funds will be subject to
the risks associated with common stocks and other equity
investments. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of the equity investments that an
Underlying Fund holds may decline over short or extended
periods. The stock markets tend to be cyclical, with periods
when stock prices generally rise and periods when prices
generally decline. In recent years, stock markets have
experienced substantial price volatility.
|
|
|
The Underlying Fixed Income Funds will be subject
to the risks associated with fixed income securities. These
risks include interest rate risk, credit risk and
|
55
|
|
|
call/extension risk. In general, interest rate
risk involves the risk that when interest rates decline, the
market value of fixed income securities tends to increase
(although many mortgage-related securities will have less
potential than other debt securities for capital appreciation
during periods of declining rates). Conversely, when interest
rates increase, the market value of fixed income securities
tends to decline. Credit risk involves the risk that an issuer
or guarantor could default on its obligations, and an Underlying
Fund will not recover its investment. Call risk and extension
risk are normally present in adjustable rate mortgage loans
(ARMs), Mortgage-Backed Securities and asset-backed
securities. For example, homeowners have the option to prepay
their mortgages. Therefore, the duration of a security backed by
home mortgages can either shorten (call risk) or lengthen
(extension risk). In general, if interest rates on new mortgage
loans fall sufficiently below the interest rates on existing
outstanding mortgage loans, the rate of prepayment would be
expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
decrease. In either case, a change in the prepayment rate can
result in losses to investors. The same would be true of
asset-backed securities, such as securities backed by car loans.
|
|
|
An investment in REITs by an Underlying Fund
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable the
Underlying Fund to effect sales at an advantageous time or
without a substantial drop in price.
|
|
|
|
The portfolio turnover rates of the Underlying
Funds have ranged from 13% to 562% during their most recent
fiscal years. A high rate of portfolio turnover (100% or more)
involves correspondingly greater expenses which must be borne by
an Underlying Fund and its shareholders and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of an
Underlying Funds portfolio securities, excluding
securities having a maturity at the date of purchase of one year
or less.
|
|
56
APPENDIX A
B. Other
Risks of the Underlying Funds
|
|
|
|
Risks of Investing in Small Capitalization
and Mid-Capitalization Companies.
Certain Underlying Funds may, to
the extent consistent with their investment policies, invest in
small and mid-capitalization companies. Investments in small and
mid-capitalization companies involve greater risk and portfolio
price volatility than investments in larger capitalization
stocks. Among the reasons for the greater price volatility of
these investments are the less certain growth prospects of
smaller firms and the lower degree of liquidity in the markets
for such securities. Small and mid-capitalization companies may
be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period
of time. In addition, these securities are subject to the risk
that during certain periods the liquidity of particular issuers
or industries, or all securities in particular investment
categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or
adverse investor perceptions, whether or not accurate. Because
of the lack of sufficient market liquidity, an Underlying Fund
may incur losses because it will be required to effect sales at
a disadvantageous time and only then at a substantial drop in
price. Small and mid-capitalization companies include
unseasoned issuers that do not have an established
financial history; often have limited product lines, markets or
financial resources; may depend on or use a few key personnel
for management; and may be susceptible to losses and risks of
bankruptcy. Small and mid-capitalization companies may be
operating at a loss or have significant variations in operating
results; may be engaged in a rapidly changing business with
products subject to a substantial risk of obsolescence; may
require substantial additional capital to support their
operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may
otherwise have a weak financial condition. In addition, these
companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing, and other capabilities,
and a larger number of qualified managerial and technical
personnel. Transaction costs for these investments are often
higher than those for larger capitalization companies.
Investments in small and mid-capitalization companies may be
more difficult to price precisely than other types of securities
because of their characteristics and lower trading volumes.
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|
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Risks of Foreign Investments.
In general, certain of the
Underlying Funds may make foreign investments. Foreign
investments involve special risks that are not typically
associated with U.S. dollar denominated or quoted securities of
U.S. issuers. Foreign investments may be affected by changes in
currency rates, changes in foreign or U.S. laws or restrictions
applicable to such investments and changes
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57
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in exchange control regulations (
e.g.
,
currency blockage). A decline in the exchange rate of the
currency (
i.e.
, weakening of the currency against the
U.S. dollar) in which a portfolio security is quoted or
denominated relative to the U.S. dollar would reduce the value
of the portfolio security. In addition, if the currency in which
an Underlying Fund receives dividends, interest or other
payments declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Underlying Fund may have to sell portfolio
securities to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of an Underlying Funds assets
in one or a few countries and currencies will subject a Fund to
greater risks than if an Underlying Funds assets were not
geographically concentrated.
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Investment in sovereign debt obligations by a
certain Underlying Fund involves risks not present in debt
obligations of corporate issuers. The issuer of the debt or the
governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or pay interest
when due in accordance with the terms of such debt, and an
Underlying Fund may have limited recourse to compel payment in
the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn an Underlying Funds
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58
APPENDIX A
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NAV, to a greater extent than the volatility
inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraints to which a sovereign
debtor may be subject.
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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Underlying Funds may also invest in
European Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not necessarily
quoted in the same currency as the underlying security.
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Risks of Sovereign Debt.
Investment in sovereign debt
obligations by an Underlying Fund involves risks not present in
debt obligations of corporate issuers. The issuer of the debt or
the governmental authorities that control the repayment of the
debt may be unable or unwilling to repay principal or interest
when due in accordance with the terms of such debt, and the
Underlying Fund may have limited recourse to compel payment in
the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn the Underlying Funds NAV, to a greater extent than
the volatility inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraint to which a sovereign
debtor may be subject.
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Risks of Emerging Countries.
Certain Underlying Funds may
invest in securities of issuers located in emerging countries.
The risks of foreign investment are heightened when the issuer
is located in an emerging country. Emerging countries are
generally located in the Asia and Pacific regions, Eastern
Europe, Central and South America, and Africa. An Underlying
Funds purchase and sale of portfolio securities in certain
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59
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emerging countries may be constrained by
limitations relating to daily changes in the prices of listed
securities, periodic trading or settlement volume and/or
limitations on aggregate holdings of foreign investors. Such
limitations may be computed based on the aggregate trading
volume by or holdings of an Underlying Fund, the investment
adviser, its affiliates and their respective clients and other
service providers. An Underlying Fund may not be able to sell
securities in circumstances where price, trading or settlement
volume limitations have been reached.
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Foreign investment in the securities markets of
certain emerging countries is restricted or controlled to
varying degrees which may limit investment in such countries or
increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval
prior to investments by foreign persons or limit investment by
foreign persons to only a specified percentage of an
issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by
nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries
deemed important to national interests. Such restrictions may
affect the market price, liquidity and rights of securities that
may be purchased by an Underlying Fund. The repatriation of both
investment income and capital from certain emerging countries is
subject to restrictions such as the need for governmental
consents. In situations where a country restricts direct
investment in securities (which may occur in certain Asian and
other countries), an Underlying Fund may invest in such
countries through other investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social
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60
APPENDIX A
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unrest, violence and/or labor unrest in some
emerging countries. Unanticipated political or social
developments may result in sudden and significant investment
losses. Investing in emerging countries involves greater risk of
loss due to expropriation, nationalization, confiscation of
assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested. As an
example, in the past some Eastern European governments have
expropriated substantial amounts of private property, and many
claims of the property owners have never been fully settled.
There is no assurance that similar expropriations will not recur
in Eastern European or other countries.
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An Underlying Funds investment in emerging
countries may also be subject to withholding or other taxes,
which may be significant and may reduce the return from an
investment in such countries to the Underlying Fund.
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Settlement procedures in emerging countries are
frequently less developed and reliable than those in the United
States and may involve an Underlying Funds delivery of
securities before receipt of payment for their sale. In
addition, significant delays may occur in certain markets in
registering the transfer of securities. Settlement or
registration problems may make it more difficult for an
Underlying Fund to value its portfolio securities and could
cause the Underlying Fund to miss attractive investment
opportunities, to have a portion of its assets uninvested or to
incur losses due to the failure of a counterparty to pay for
securities the Underlying Fund has delivered or the Underlying
Funds inability to complete its contractual obligations
because of theft or other reasons.
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The creditworthiness of the local securities
firms used by an Underlying Fund in emerging countries may not
be as sound as the creditworthiness of firms used in more
developed countries. As a result, the Underlying Fund may be
subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
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The small size and inexperience of the securities
markets in certain emerging countries and the limited volume of
trading in securities in those countries may make an Underlying
Funds investments in such countries less liquid and more
volatile than investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). An Underlying Funds
investments in emerging countries are subject to the risk that
the liquidity of a particular investment, or investments
generally, in such countries will shrink or disappear suddenly
and without warning as a result of adverse economic, market or
political conditions, or adverse investor perceptions, whether
or not accurate. Because of the lack of sufficient market
liquidity, an Underlying Fund may incur losses because it will
be required to effect sales at a disadvantageous time and then
only at a substantial drop in price. Investments in emerging
countries may be more
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61
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difficult to price precisely because of the
characteristics discussed above and lower trading volumes.
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An Underlying Funds use of foreign currency
management techniques in emerging countries may be limited. The
Underlying Funds investment advisers anticipate that a
significant portion of the Underlying Funds currency
exposure in emerging countries may not be covered by these
techniques.
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Risks of Derivative Investments.
An Underlying Funds
transactions, if any, in options, futures, options on futures,
swaps, options on swaps, interest rate caps, floors and collars,
structured securities, inverse floating-rate securities,
stripped mortgage-backed securities and foreign currency
transactions involve additional risk of loss. Loss can result
from a lack of correlation between changes in the value of
derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative
instruments, the failure of the counterparty to perform its
contractual obligations, or the risks arising from margin
requirements and related leverage factors associated with such
transactions. The use of these management techniques also
involves the risk of loss if the investment adviser is incorrect
in its expectation of fluctuations in securities prices,
interest rates, currency prices or credit events. Certain
Underlying Funds may also invest in derivative instruments for
non-hedging purposes (that is, to seek to increase total
return). Investing for non-hedging purposes is considered a
speculative practice and presents even greater risk of loss.
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Derivative Mortgage-Backed Securities (such as
principal-only (POs), interest-only
(IOs) or inverse floating rate securities) are
particularly exposed to call and extension risks. Small changes
in mortgage prepayments can significantly impact the cash flow
and the market value of these securities. In general, the risk
of faster than anticipated prepayments adversely affects IOs,
super floaters and premium priced Mortgage-Backed Securities.
The risk of slower than anticipated prepayments generally
adversely affects POs, floating-rate securities subject to
interest rate caps, support tranches and discount priced
mortgage-backed securities. In addition, particular derivative
instruments may be leveraged such that their exposure
(
i.e.
, price sensitivity) to interest rate and/or
prepayment risk is magnified.
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Some floating-rate derivative debt securities can
present more complex types of derivative and interest rate
risks. For example, range floaters are subject to the risk that
the coupon will be reduced below market rates if a designated
interest rate floats outside of a specified interest rate band
or collar. Dual index or yield curve floaters are subject to
lower prices in the event of an unfavorable change in the spread
between two designated interest rates.
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62
APPENDIX A
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Risks of Investments in Central and South
America.
A significant portion of
the Emerging Markets Debt Funds portfolio may be invested
in issuers located in Central and South American countries. The
economies of Central and South American countries have
experienced considerable difficulties in the past decade,
including high inflation rates, high interest rates and currency
devaluations. As a result, Central and South American securities
markets have experienced great volatility. In addition, a number
of Central and South American countries are among the largest
emerging country debtors. There have been moratoria on, and
reschedulings of, repayment with respect to these debts. Such
events can restrict the flexibility of these debtor nations in
the international markets and result in the imposition of
onerous conditions on their economies. The political history of
certain Central and South American countries has been
characterized by political uncertainty, intervention by the
military in civilian and economic spheres and political
corruption. Such developments, if they were to recur, could
reverse favorable trends toward market and economic reform,
privatization and removal of trade barriers. Certain Central and
South American countries have entered into regional trade
agreements that would, among other things, reduce barriers
between countries, increase competition among companies and
reduce government subsidies in certain industries. No assurance
can be given that these changes will result in the economic
stability intended. There is a possibility that these trade
arrangements will not be implemented, will be implemented but
not completed or will be completed but then partially or
completely unwound. Any of the foregoing risk factors could have
an adverse impact on an Underlying Funds investments in
Central and South America.
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Risks of Illiquid Securities.
The Underlying Funds may invest up
to 15% (10% in the case of the Financial Square Prime
Obligations Fund) of their net assets in illiquid securities
which cannot be disposed of in seven days in the ordinary course
of business at fair value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain municipal leases and participation
interests
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n
|
Certain stripped Mortgage-Backed Securities
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n
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
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Certain structured securities and swap
transactions
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n
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 (144A Securities).
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63
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Investing in 144A Securities may decrease the
liquidity of an Underlying Funds portfolio to the extent
that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The
purchase price and subsequent valuation of restricted and
illiquid securities normally reflect a discount, which may be
significant, from the market price of comparable securities for
which a liquid market exists.
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Downgraded Securities.
After its purchase, a portfolio
security may be assigned a lower rating or cease to be rated. If
this occurs, an Underlying Fund may continue to hold the
security if the Investment Adviser believes it is in the best
interest of the Underlying Fund and its shareholders.
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Credit/Default Risks.
Debt securities purchased by the
Underlying Funds may include securities (including zero coupon
bonds) issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
governments, domestic and foreign corporations, banks and other
issuers. Some of these fixed income securities are described in
the next section below. Further information is provided in the
Additional Statement.
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Debt securities rated BBB- or higher by Standard
& Poors Ratings Group (Standard &
Poors) or Baa3 or higher by Moodys Investors
Service, Inc. (Moodys) or having a comparable
rating by another NRSRO are considered investment
grade. Securities rated BBB- or Baa3 are considered
medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay
principal. A security will be deemed to have met a rating
requirement if it receives the minimum required rating from at
least one such rating organization even though it has been rated
below the minimum rating by one or more other rating
organizations, or if unrated by such rating organizations, the
security is determined by the investment adviser to be of
comparable credit quality. A security satisfies the Funds
minimum rating requirement regardless of its relative ranking
(for example, plus or minus) within a designated major rating
category (for example, BBB or Baa). If a security satisfies an
Underlying Funds minimum rating requirement at the time of
purchase and is subsequently downgraded below such rating, the
Underlying Fund will not be required to dispose of the security.
If a downgrade occurs, the Underlying Funds investment
adviser will consider what action, including the sale of the
security, is in the best interest of the Underlying Fund and its
shareholders.
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Certain Underlying Funds may invest in fixed
income securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered speculative and may be
questionable as to principal and interest payments.
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64
APPENDIX A
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In some cases, junk bonds may be highly
speculative, have poor prospects for reaching investment grade
standing and be in default. As a result, investment in such
bonds will present greater speculative risks than those
associated with investment in investment grade bonds. Also, to
the extent that the rating assigned to a security in an
Underlying Funds portfolio is downgraded by a rating
organization, the market price and liquidity of such security
may be adversely affected.
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Risks of Initial Public Offerings.
Certain Underlying Funds may
invest in IPOs. An IPO is a companys first offering of
stock to the public. IPO risk is the risk that the market value
of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the
small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may
involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When an Underlying Funds asset
base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance probably will decline,
which could reduce the Underlying Funds performance.
Because of the price volatility of IPO shares, an Underlying
Fund may choose to hold IPO shares for a very short period of
time. This may increase the turnover of the Underlying
Funds portfolio and may lead to increased expenses to the
Underlying Fund, such as commissions and transaction costs. By
selling IPO shares, the Underlying Fund may realize taxable
gains it will subsequently distribute to shareholders. In
addition, the market for IPO shares can be speculative and/or
inactive for extended periods of time. There is no assurance
that an Underlying Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available
for trading in some IPOs may make it more difficult for an
Underlying Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. Investors in
IPO shares can be affected by substantial dilution in the value
of their shares, by sales of additional shares and by
concentration of control in existing management and principal
shareholders.
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Non-Diversification and Concentration
Risks.
The Commodity Strategy
Fund, Global Income Fund and Emerging Markets Debt Fund are each
registered as a non-diversified fund under the
Investment Company Act and are, therefore, more susceptible to
adverse developments affecting any single issuer held in its
portfolio, and may be more susceptible to greater losses because
of these developments. In addition, these Funds, and certain
other Underlying Funds, may invest more than 25% of their total
assets in the securities of corporate and
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65
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governmental issuers located in a particular
foreign country or region. Concentration of the investments of
these or other Underlying Funds in issuers located in a
particular country or region will subject the Underlying Fund,
to a greater extent than if investments were less concentrated,
to losses arising from adverse developments affecting those
issuers or countries.
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Temporary Investment Risks.
The Underlying Funds may, for
temporary defensive purposes, invest a substantial portion, and
in some cases all, of their total assets, in cash equivalents
for temporary periods. When an Underlying Funds assets are
invested in such instruments, the Underlying Fund may not be
achieving its investment objective.
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C. Investment
Securities and Techniques
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This section provides further information on
certain types of securities and investment techniques that may
be used by the Underlying Funds, including their associated
risks.
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An Underlying Fund may purchase other types of
securities or instruments similar to those described in this
section if otherwise consistent with the Underlying Funds
investment objective and policies. Further information is
provided in the Additional Statement, which is available upon
request.
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U.S. Government Securities.
Each Underlying Fund may invest in
U.S. Government Securities. U.S. Government Securities include
U.S. Treasury obligations and obligations issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation-protected securities whose
principal value is periodically adjusted according to the rate
of inflation.
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Custodial Receipts and Trust Certificates.
Each Underlying Fund may invest in
custodial receipts and trust certificates representing interests
in securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities, Municipal
Securities or other types of securities in which an Underlying
Fund may invest. The custodial receipts or trust certificates
may evidence ownership of future interest payments, principal
payments or both on the underlying
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66
APPENDIX A
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securities, or, in some cases, the payment
obligation of a third party that has entered into an interest
rate swap or other arrangement with the custodian or trustee.
For certain securities laws purposes, custodial receipts and
trust certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes an Underlying Fund is
not considered to be the owner of the underlying securities held
in the custodial or trust account, the Underlying Fund may
suffer adverse tax consequences. As a holder of custodial
receipts and trust certificates, an Underlying Fund will bear
its proportionate share of the fees and expenses charged to the
custodial account or trust. Each Underlying Fund may also invest
in separately issued interests in custodial receipts and trust
certificates.
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Mortgage-Backed Securities.
The Underlying Funds (other than
Structured Large Cap Growth, Structured Large Cap Value,
Structured Small Cap Equity and Structured International Equity
Funds (the Structured Equity Funds)) may invest in
securities that represent direct or indirect participations in,
or are collateralized by and payable from, mortgage loans
secured by real property (Mortgage-Backed
Securities). Mortgage-Backed Securities can be backed by
either fixed rate mortgage loans or adjustable rate mortgage
loans, and may be issued by either a governmental or
non-governmental entity. Privately issued Mortgage-Backed
Securities are normally structured with one or more types of
credit enhancement. However, these Mortgage-Backed
Securities typically do not have the same credit standing as
U.S. government guaranteed Mortgage-Backed Securities.
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Mortgage-Backed Securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs), and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments. CMOs
provide an investor with a specified interest in the cash flow
from a pool of underlying mortgages or of other Mortgage-Backed
Securities. CMOs are issued in multiple classes each with a
specified fixed or floating interest rate, and a final scheduled
distribution date. In many cases, payments of principal are
applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on
a CMO class until all other classes having an earlier stated
maturity date are paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of Mortgage-Backed Securities, and under certain interest
rate and
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67
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payment scenarios, the Underlying Fund may fail
to recoup fully its investment in certain of these securities
regardless of their credit quality.
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|
Mortgage-Backed Securities also include stripped
Mortgage-Backed Securities (SMBS), which are
derivative multiple class Mortgage-Backed Securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
Mortgage-Backed Securities because their cash flow patterns are
more volatile and there is a greater risk that the initial
investment will not be fully recouped.
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Asset-Backed and Receivables-Backed
Securities.
Certain Underlying
Funds may invest in asset-backed and receivables-backed
securities whose principal and interest payments are
collateralized by pools of assets such as auto loans, credit
card receivables, leases, mortgages, installment contracts and
personal property. Asset-backed and receivables-backed
securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying
loans. During periods of declining interest rates, prepayment of
loans underlying asset-backed and receivables-backed securities
can be expected to accelerate. Accordingly, an Underlying
Funds ability to maintain positions in such securities
will be affected by reductions in the principal amount of such
securities resulting from prepayments, and its ability to
reinvest the returns of principal at comparable yields is
subject to generally prevailing interest rates at that time. In
addition, securities that are backed by credit card, automobile
and similar types of receivables generally do not have the
benefit of a security interest in collateral that is comparable
in quality to mortgage assets. If the issuer of an asset-backed
security defaults on its payment obligation, there is the
possibility that, in some cases, an Underlying Fund will be
unable to possess and sell the underlying collateral and that an
Underlying Funds recoveries on repossessed collateral may
not be available to support payments on the securities. In the
event of a default, an Underlying Fund may suffer a loss if it
cannot sell collateral quickly and receive the amount it is owed.
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Municipal Securities.
Certain Underlying Funds may
invest in securities and instruments issued by state and local
government issuers. Municipal Securities in which an Underlying
Fund may invest consist of bonds, notes, commercial paper and
other instruments (including participation interests in such
securities) issued by or on behalf of the states, territories
and possessions of the United States
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68
APPENDIX A
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(including the District of Columbia) and their
political subdivisions, agencies or instrumentalities.
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Municipal Securities include both
general and revenue bonds and may be
issued to obtain funds for various public purposes. General
obligations are secured by the issuers pledge of its full
faith, credit and taxing power. Revenue obligations are payable
only from the revenues derived from a particular facility or
class of facilities. Such securities may pay fixed, variable or
floating rates of interest. Municipal Securities are often
issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as
bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Municipal Securities
in which the Underlying Funds may invest include private
activity bonds, pre-refunded municipal securities and auction
rate securities.
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The obligations of the issuer to pay the
principal of and interest on a Municipal Security are subject to
the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of
principal or interest or imposing other constraints upon the
enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power
or ability of the issuer to pay when due the principal of or
interest on a municipal security may be materially affected.
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In addition, Municipal Securities include
municipal leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
purchase agreements. Moral obligation bonds are supported by a
moral commitment but not a legal obligation of a state or local
government. Municipal leases, certificates of participation and
moral obligation bonds frequently involve special risks not
normally associated with general obligation or revenue bonds. In
particular, these instruments permit governmental issuers to
acquire property and equipment without meeting constitutional
and statutory requirements for the issuance of debt. If,
however, the governmental issuer does not periodically
appropriate money to enable it to meet its payment obligations
under these instruments, it cannot be legally compelled to do
so. If a default occurs, it is likely that an Underlying Fund
would be unable to obtain another acceptable source of payment.
Some municipal leases, certificates of participation and moral
obligation bonds may be illiquid.
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Municipal securities may also be in the form of a
tender option bond, which is a municipal security (generally
held pursuant to a custodial arrangement) having a
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relatively long maturity and bearing interest at
a fixed rate substantially higher than prevailing short-term,
tax-exempt rates. The bond is typically issued with the
agreement of a third party, such as a bank, broker-dealer or
other financial institution, which grants the security holders
the option, at periodic intervals, to tender their securities to
the institution. After payment of a fee to the financial
institution that provides this option, the security holder
effectively holds a demand obligation that bears interest at the
prevailing short-term, tax-exempt rate. An institution may not
be obligated to accept tendered bonds in the event of certain
defaults or a significant downgrading in the credit rating
assigned to the issuer of the bond. The tender option will be
taken into account in determining the maturity of the tender
option bonds and an Underlying Funds duration. There is
risk that an Underlying Fund will not be considered the owner of
a tender option bond for federal income tax purposes, and thus
will not be entitled to treat such interest as exempt from
federal income tax. Certain tender option bonds may be illiquid.
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Municipal securities may be backed by letters of
credit or other forms of credit enhancement issued by domestic
or foreign banks or by other financial institutions. The credit
quality of these banks and financial institutions could,
therefore, cause a loss to an Underlying Fund that invests in
municipal securities. Letters of credit and other obligations of
foreign banks and financial institutions may involve risks in
addition to those of domestic obligations because of less
publicly available financial and other information, less
securities regulation, potential imposition of foreign
withholding and other taxes, war, expropriation or other adverse
governmental actions. Foreign banks and their foreign branches
are not regulated by U.S. banking authorities, and are generally
not bound by the accounting, auditing and financial reporting
standards applicable to U.S. banks.
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Brady Bonds and Similar Instruments.
Certain Underlying Funds may
invest in debt obligations commonly referred to as Brady
Bonds. Brady Bonds are created through the exchange of
existing commercial bank loans to foreign borrowers for new
obligations in connection with debt restructurings under a plan
introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the Brady Plan).
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Brady Bonds involve various risk factors
including the history of defaults with respect to commercial
bank loans by public and private entities of countries issuing
Brady Bonds. There can be no assurance that Brady Bonds in which
the Underlying Funds may invest will not be subject to
restructuring arrangements or to requests for new credit, which
may cause an Underlying Fund to suffer a loss of interest or
principal on its holdings.
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In addition, an Underlying Fund may invest in
other interests issued by entities organized and operated for
the purpose of restructuring the investment characteris-
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APPENDIX A
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tics of instruments issued by emerging country
issuers. These types of restructuring involve the deposit with
or purchase by an entity of specific instruments and the
issuance by that entity of one or more classes of securities
backed by, or representing interests in, the underlying
instruments. Certain issuers of such structured securities may
be deemed to be investment companies as defined in
the Investment Company Act. As a result, an Underlying
Funds investment in such securities may be limited by
certain investment restrictions contained in the Investment
Company Act.
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Commercial Paper.
An Underlying Fund may invest in
commercial paper, including variable amount master demand notes
and asset-backed commercial paper. Commercial paper normally
represents short-term unsecured promissory notes issued in
bearer form by banks or bank holding companies, corporations,
finance companies and other issuers. The commercial paper
purchased by an Underlying Fund consists of direct U.S.
dollar-denominated obligations of domestic or, in the case of
certain Underlying Funds, foreign issuers. Asset-backed
commercial paper is issued by a special purpose entity that is
organized to issue the commercial paper and to purchase trade
receivables or other financial assets. The credit quality of
asset-backed commercial paper depends primarily on the quality
of these assets and the level of any additional credit support.
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Short-Term Obligations.
An Underlying Fund may invest in
other short-term obligations, including master demand notes and
short-term funding agreements payable in U.S. dollars and issued
or guaranteed by U.S. corporations, foreign corporations or
other entities. A master demand note permits the investment of
varying amounts by an Underlying Fund under an agreement between
the Underlying Fund and an issuer. The principal amount of a
master demand note may be increased from time to time by the
parties (subject to specified maximums) or decreased by the
Underlying Fund or the issuer. A funding agreement is a contract
between an issuer and a purchaser that obligates the issuer to
pay a guaranteed rate of interest on a principal sum deposited
by the purchaser. Funding agreements will also guarantee a
stream of payments over time. A funding agreement has a fixed
maturity date and may have either a fixed rate or variable
interest rate that is based on an index and guaranteed for a set
time period. Because there is normally no secondary market for
these investments, funding agreements purchased by an Underlying
Fund may be regarded as illiquid.
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Municipal Obligations.
Certain Underlying Funds may
invest in municipal obligations. Municipal obligations are
issued by or on behalf of states, territories and possessions of
the United States and their political subdivisions, agencies,
authorities and instrumentalities, and the District of Columbia.
Municipal obligations in which an Underlying Fund may invest
include fixed rate notes and similar
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debt instruments; variable and floating rate
demand instruments; tax-exempt commercial paper; municipal
bonds; and unrated notes, paper, bonds or other instruments.
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Municipal Notes and Bonds.
Municipal notes include tax
anticipation notes (TANs), revenue anticipation
notes (RANs), bond anticipation notes
(BANs), tax and revenue anticipation notes
(TRANs) and construction loan notes. Municipal bonds
include general obligation bonds and revenue bonds. General
obligation bonds are backed by the taxing power of the issuing
municipality and are considered the safest type of municipal
obligation. Revenue bonds are backed by the revenues of a
project or facility such as the tolls from a toll bridge.
Revenue bonds also include lease rental revenue bonds which are
issued by a state or local authority for capital projects and
are secured by annual lease payments from the state or locality
sufficient to cover debt service on the authoritys
obligations. Industrial development bonds (private
activity bonds) are a specific type of revenue bond backed
by the credit and security of a private user and, therefore,
have more potential risk. Municipal bonds may be issued in a
variety of forms, including commercial paper, tender option
bonds and variable and floating rate securities.
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Tender Option Bonds.
A tender option bond is a
municipal obligation (generally held pursuant to a custodial
arrangement) having a relatively long maturity and bearing
interest at a fixed rate higher than prevailing short-term,
tax-exempt rates. The bond is typically issued in conjunction
with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which
the institution grants the security holder the option, at
periodic intervals, to tender its securities to the institution.
As consideration for providing the option, the financial
institution receives periodic fees equal to the difference
between the bonds fixed coupon rate and the rate, as
determined by a remarketing or similar agent, that would cause
the securities, coupled with the tender option, to trade at par
on the date of such determination. Thus, after payment of this
fee, the security holder effectively holds a demand obligation
that bears interest at the prevailing short-term, tax-exempt
rate. An institution will normally not be obligated to accept
tendered bonds in the event of certain defaults or a significant
downgrading in the credit rating assigned to the issuer of the
bond. The tender option will be taken into account in
determining the maturity of the tender option bonds and an
Underlying Funds average portfolio maturity. There is a
risk that an Underlying Fund will not be considered the owner of
a tender option bond for federal income tax purposes, and thus
will not be entitled to treat such interest as exempt from
federal income tax. Certain tender option bonds may be illiquid
or may become illiquid as a result of a credit rating downgrade,
a payment default or a disqualification from tax-exempt status.
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APPENDIX A
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Revenue Anticipation Warrants.
Revenue Anticipation Warrants
(RAWs) are issued in anticipation of the
issuers receipt of revenues and present the risk that such
revenues will be insufficient to satisfy the issuers
payment obligations. The entire amount of principal and interest
on RAWs is due at maturity. RAWs, including those with a
maturity of more than 397 days, may also be repackaged as
instruments which include a demand feature that permits the
holder to sell the RAWs to a bank or other financial institution
at a purchase price equal to par plus accrued interest on each
interest rate reset date.
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Industrial Development Bonds.
Certain Underlying Funds may
invest in industrial development bonds (private activity bonds).
Industrial development bonds are a specific type of revenue bond
backed by the credit and security of a private user, the
interest from which would be an item of tax preference when
distributed by an Underlying Fund as exempt-interest
dividends to shareholders under the AMT.
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Other Municipal Obligation Policies.
Certain Underlying Funds may
invest 25% or more of the value of their respective total assets
in municipal obligations which are related in such a way that an
economic, business or political development or change affecting
one municipal obligation would also affect the other municipal
obligation. For example, an Underlying Fund may invest all of
its assets in (a) municipal obligations the interest of
which is paid solely from revenues from similar projects such as
hospitals, electric utility systems, multi-family housing,
nursing homes, commercial facilities (including hotels), steel
companies or life care facilities; (b) municipal obligations
whose issuers are in the same state; or (c) industrial
development obligations. Concentration of an Underlying
Funds investments in these municipal obligations will
subject the Underlying Fund, to a greater extent than if such
investment was not so concentrated, to the risks of adverse
economic, business or political developments affecting the
particular state, industry or other area of concentration.
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Municipal obligations may also include municipal
leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
contracts. Moral obligation bonds are supported by the moral
commitment but not the legal obligation of a state or
municipality. Municipal leases, certificates of participation
and moral obligation bonds present the risk that the state or
municipality involved will not appropriate the monies to meet
scheduled payments under these instruments.
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Municipal obligations may be backed by letters of
credit or other forms of credit enhancement issued by domestic
banks or foreign banks which have a branch, agency or subsidiary
in the United States or by other financial institutions such as
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insurance companies which may issue insurance
policies with respect to municipal obligations. The credit
quality of these banks, insurance companies and other financial
institutions could, therefore, cause a loss to an Underlying
Fund that invests in municipal obligations. Letters of credit
and other obligations of foreign banks and financial
institutions may involve risks in addition to those of domestic
obligations because of less publicly available financial and
other information, less securities regulation, potential
imposition of foreign withholding and other taxes, war,
expropriation or other adverse governmental actions. Foreign
banks and their foreign branches are not regulated by U.S.
banking authorities and generally are not bound by the
accounting, auditing and financial reporting standards
applicable to U.S. banks.
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In order to enhance the liquidity, stability or
quality of a municipal obligation, an Underlying Fund may
acquire the right to sell the obligation to another party at a
guaranteed price and date.
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In purchasing municipal obligations, the
Underlying Funds intend to rely on opinions of bond counsel or
counsel to the issuers for each issue as to the excludability of
interest on such obligations from gross income for federal
income tax purposes. An Underlying Fund will not undertake
independent investigations concerning the tax-exempt status of
such obligations, nor does it guarantee or represent that bond
counsels opinions are correct. Bond counsels
opinions will generally be based in part upon covenants by the
issuers and related parties regarding continuing compliance with
federal tax requirements. Tax laws contain numerous and complex
requirements that must be satisfied on a continuing basis in
order for bonds to be and remain tax-exempt. If the issuer of a
bond or a user of a bond-financed facility fails to comply with
such requirements at any time, interest on the bond could become
taxable, retroactive to the date the obligation was issued. In
that event, a portion of an Underlying Funds distributions
attributable to interest the Underlying Fund received on such
bond for the current year and for prior years could be
characterized or recharacterized as taxable income.
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Corporate Debt Obligations; Bank
Obligations; Trust Preferred Securities; Convertible Securities.
Certain Underlying Funds may
invest in corporate debt obligations, trust preferred securities
and convertible securities. Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of U.S. or foreign corporations to pay interest and repay
principal. In addition, certain Underlying Funds may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
governmental regulations. Banks are subject to
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APPENDIX A
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extensive but different governmental regulations
which may limit both the amount and types of loans which may be
made and interest rates which may be charged. In addition, the
profitability of the banking industry is largely dependent upon
the availability and cost of funds for the purpose of financing
lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play
an important part in the operation of this industry. A trust
preferred security is a long dated bond (for example,
30 years) with preferred features. The preferred features
are that payment of interest can be deferred for a specified
period without initiating a default event. The securities are
generally senior in claim to standard preferred stock but junior
to other bondholders. Certain Underlying Funds may also invest
in other short-term obligations issued or guaranteed by U.S.
corporations, non-U.S. corporations or other entities.
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Convertible securities are preferred stock or
debt obligations that are convertible into common stock.
Convertible securities generally offer lower interest or
dividend yields than nonconvertible securities of similar
quality. Convertible securities in which an Underlying Fund
invests are subject to the same rating criteria as its other
investments in fixed income securities. Convertible securities
have both equity and fixed income risk characteristics. Like all
fixed income securities, the value of convertible securities is
susceptible to the risk of market losses attributable to changes
in interest rates. Generally, the market value of convertible
securities tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. However, when
the market price of the common stock underlying a convertible
security exceeds the conversion price of the convertible
security, the convertible security tends to reflect the market
price of the underlying common stock. As the market price of the
underlying common stock declines, the convertible security, like
a fixed income security, tends to trade increasingly on a yield
basis, and thus may not decline in price to the same extent as
the underlying common stock.
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Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
Certain Underlying Funds may
invest in zero coupon, deferred interest, pay-in-kind and
capital appreciation bonds. These bonds are issued at a discount
from their face value because interest payments are typically
postponed until maturity. Pay-in-kind securities are securities
that have interest payable by the delivery of additional
securities. The market prices of these securities generally are
more volatile than the market prices of interest-bearing
securities and are likely to respond to a greater degree to
changes in interest rates than interest-bearing securities
having similar maturities and credit quality.
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Duration.
The
duration of certain Underlying Funds approximates their price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
duration of three years may be expected to rise approximately
three percent and the price of a bond with a five year duration
may be expected to rise approximately five percent. The converse
is also true. Suppose interest rates in one day rise by one
percent which, in turn, causes yields on every bond in the
market to rise by the same amount. In this second example, the
price of a bond with a duration of three years may be expected
to fall approximately three percent and the price of a bond with
a five year duration may be expected to fall approximately five
percent. The longer the duration of a bond, the more sensitive
the bonds price is to changes in interest rates. Maturity
measures the time until final payment is due; it takes no
account of the pattern of a securitys cash flows over
time. In calculating maturity, an Underlying Fund may determine
the maturity of a variable or floating rate obligation according
to its interest rate reset date, or the date principal can be
recovered on demand, rather than the date of ultimate maturity.
Similarly, to the extent that a fixed income obligation has a
call, refunding, or redemption provision, the date on which the
instrument is expected to be called, refunded or redeemed may be
considered to be its maturity date. There is no guarantee that
the expected call, refund or redemption will occur, and the
Underlying Funds average maturity may lengthen beyond the
Investment Advisers expectations should the expected call,
refund or redemption not occur. In computing portfolio duration,
the Underlying Fund will estimate the duration of obligations
that are subject to prepayment or redemption by the issuer,
taking into account the influence of interest rates on
prepayments and coupon flows. This method of computing duration
is known as option-adjusted duration. The investment
adviser of the Underlying Fund may use futures contracts,
options on futures contracts and swaps to manage the Underlying
Funds target duration in accordance with its benchmark.
The Underlying Fund will not be limited as to its maximum
weighted average portfolio maturity or the maximum stated
maturity with respect to individual securities unless otherwise
noted.
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The investment adviser of the Underlying Fund
uses derivative instruments, among other things, to manage the
durations of the funds investment portfolio. These
derivative instruments include financial futures contracts and
swap transactions, as well as other types of derivatives, and
can be used to shorten and lengthen the duration of the
Underlying Fund. The Underlying Funds investments in
derivative instruments, including financial futures contracts
and swaps, can be significant. These transactions can result in
sizeable realized and unrealized capital gains and losses
relative to the gains and losses from the Underlying Funds
investments in
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APPENDIX A
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bonds and other
securities. Short-term and long-term realized capital gains
distributions paid by the Underlying Fund are taxable to its
shareholders.
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Interest rates, fixed income securities prices,
the prices of futures and other derivatives, and currency
exchange rates can be volatile, and a variance in the degree of
volatility or in the direction of the market from the Underlying
Funds investment advisers expectations may produce
significant losses in the Underlying Funds investments in
derivatives. In addition, a perfect correlation between a
derivatives position and a fixed income security position is
generally impossible to achieve. As a result, the Underlying
Funds investment advisers use of derivatives may not
be effective in fulfilling the Underlying Funds investment
advisers investment strategies and may contribute to
losses that would not have been incurred otherwise.
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Financial futures contracts used by the
Underlying Fund include interest rate futures contracts
including, among others, Eurodollar futures contracts.
Eurodollar futures contracts are U.S. dollar-denominated futures
contracts that are based on the implied forward London Interbank
Offered Rate (LIBOR) of a three-month deposit. Further
information is included in this Prospectus regarding futures
contracts, swaps and other derivative instruments used by the
Underlying Fund, including information on the risks presented by
these instruments and other purposes for which they may be used
by the Underlying Fund.
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Rating Criteria.
Except as noted below, the
Underlying Equity Funds (other than the Structured Equity Funds,
which may only invest in debt instruments that are cash
equivalents) may invest in debt securities rated at least
investment grade at the time of investment. Investment grade
debt securities are securities rated BBB or higher by Standard
& Poors or Baa or higher by Moodys. The Real
Estate Securities Fund may invest up to 20% of its total assets
not including securities lending collateral (measured at time of
purchase) in debt securities which are rated in the lowest
rating categories by Standard & Poors or Moodys
(i.e., BB or lower by Standard & Poors or Ba or lower
by Moodys), including securities rated D by Moodys
or Standard & Poors. Fixed income securities rated BB
or Ba or below (or comparable unrated securities) are commonly
referred to as junk bonds, are considered
predominately speculative and may be questionable as to
principal and interest payments as described above.
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Structured Securities and Inverse Floaters.
Certain Underlying Funds may
invest in structured securities. Structured securities are
securities whose value is determined by reference to changes in
the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the
Reference) or the relative change in two or
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more References. The interest rate or the
principal amount payable upon maturity or redemption may be
increased or decreased depending upon changes in the applicable
Reference. Structured securities may be positively or negatively
indexed, so that appreciation of the Reference may produce an
increase or decrease in the interest rate or value of the
security at maturity. In addition, changes in the interest rates
or the value of the security at maturity may be a multiple of
changes in the value of the Reference. Consequently, structured
securities may present a greater degree of market risk than many
types of securities, and may be more volatile, less liquid and
more difficult to price accurately than less complex securities.
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Structured securities include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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Floating and Variable Rate Obligations.
Certain Underlying Funds may
purchase floating and variable rate obligations. The value of
these obligations is generally more stable than that of a fixed
rate obligation in response to changes in interest rate levels.
The issuers or financial intermediaries providing demand
features may support their ability to purchase the obligations
by obtaining credit with liquidity supports. These may include
lines of credit, which are conditional commitments to lend, and
letters of credit, which will ordinarily be irrevocable both of
which may be issued by domestic banks or foreign banks. An
Underlying Fund may purchase variable or floating rate
obligations from the issuers or may purchase certificates of
participation, a type of floating or variable rate obligation,
which are interests in a pool of debt obligations held by a bank
or other financial institutions.
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Foreign Currency Transactions.
Certain Underlying Funds may, to
the extent consistent with their investment policies, purchase
or sell foreign currencies on a cash basis or through forward
contracts. A forward contract involves an obligation to purchase
or sell a specific currency at a future date at a price set at
the time of the contract. Certain Underlying Funds may engage in
foreign currency transactions for hedging purposes and to seek
to protect against anticipated changes in future foreign
currency exchange rates. In addition, certain Underlying Funds
may enter into foreign currency transactions to seek a closer
correlation between the Underlying Funds overall currency
exposures and the currency exposures of the Underlying
Funds performance benchmark. Certain Underlying Funds may
also enter into such transactions to seek to increase total
return, which is considered a speculative practice.
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APPENDIX A
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Certain Underlying Funds may also engage in
cross-hedging by using forward contracts in a currency different
from that in which the hedged security is denominated or quoted.
An Underlying Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgment of the investment adviser, it would be beneficial to
convert such currency into U.S. dollars at a later date (e.g.,
the investment adviser may anticipate the foreign currency to
appreciate against the U.S. dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, an Underlying Funds NAV to fluctuate.
Currency exchange rates also can be affected unpredictably by
the intervention of U.S. or foreign governments or central
banks, or the failure to intervene, or by currency controls or
political developments in the United States or abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive an Underlying Fund of unrealized profits,
transaction costs, or the benefits of a currency hedge, or could
force the Underlying Fund to cover its purchase or sale
commitments, if any, at the current market price.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy,
the underlying instrument during the option period. A call
option gives the purchaser of the option the right to buy, and
the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each
Underlying Fund may write (sell) covered call and put
options and purchase put and call options on any securities in
which the Underlying Fund may invest or on any securities index
consisting of securities in which it may invest. Certain
Underlying Funds may also, to the extent consistent with their
investment policies, purchase and sell (write) put and call
options on foreign currencies.
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The writing and purchase of options is a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of an investment adviser
to manage future price fluctuations and the degree of
correlation between the options and securities (or currency)
markets. If an investment adviser is incorrect in its
expectation of changes in market prices or determination of the
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correlation between the instruments or indices on
which options are written and purchased and the instruments in
an Underlying Funds investment portfolio, the Underlying
Fund may incur losses that it would not otherwise incur. The use
of options can also increase an Underlying Funds
transaction costs. Options written or purchased by the
Underlying Funds may be traded on either U.S. or foreign
exchanges or over-the-counter. Foreign and over-the-counter
options will present greater possibility of loss because of
their greater illiquidity and credit risks.
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Yield Curve Options.
Certain Underlying Funds may enter
into options on the yield spread or differential
between two securities. Such transactions are referred to as
yield curve options. In contrast to other types of
options, a yield curve option is based on the difference between
the yields of designated securities rather than the prices of
the individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in
the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
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The trading of yield curve options is subject to
all of the risks associated with the trading of other types of
options. In addition, however, such options present a risk of
loss even if the yield of one of the underlying securities
remains constant, or if the spread moves in a direction or to an
extent which was not anticipated.
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Futures Contracts and Options on Futures
Contracts.
Futures contracts are
standardized, exchange-traded contracts that provide for the
sale or purchase of a specified financial instrument or currency
at a future time at a specified price. An option on a futures
contract gives the purchaser the right (and the writer of the
option the obligation) to assume a position in a futures
contract at a specified exercise price within a specified period
of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other
financial instruments and indices. Certain Underlying Funds may
engage in futures transactions on U.S. and (in the case of
certain Underlying Funds) foreign exchanges.
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Certain Underlying Funds may purchase and sell
futures contracts, and purchase and write call and put options
on futures contracts, in order to seek to increase total return
or to hedge against changes in interest rates, securities prices
or to the extent an Underlying Fund invests in foreign
securities, currency exchange rates, or to otherwise manage its
term structure, sector selection and duration in accordance with
its investment objective and policies. An Underlying Fund may
also enter into closing purchase and sale transactions with
respect to such contracts and options. The Trust, on behalf of
each Underlying Fund, has claimed an exclusion from the
definition of the term commodity pool operator under
the Commodity Exchange
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80
APPENDIX A
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Act and, therefore, is not subject to
registration or regulation as a pool operator under that Act
with respect to the Underlying Funds.
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Futures contracts and related options present the
following risks:
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n
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While an Underlying Fund may benefit from the use
of futures and options on futures, unanticipated changes in
interest rates, securities prices or currency exchange rates may
result in a poorer overall performance than if the Underlying
Fund had not entered into any futures contracts or options
transactions.
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n
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and an Underlying Fund may be exposed to
additional risk of loss.
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n
|
The loss incurred by an Underlying Fund in
entering into futures contracts and in writing call options on
futures is potentially unlimited and may exceed the amount of
the premium received.
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n
|
Futures markets are highly volatile and the use
of futures may increase the volatility of an Underlying
Funds NAV.
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n
|
As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to an
Underlying Fund.
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n
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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n
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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As an investment company registered with the SEC,
an Underlying Fund must set aside (often referred to
as asset segregation) liquid assets, or engage in
other SEC- or staff-approved measures to cover open
positions with respect to its transactions in futures contracts.
In the case of futures contracts that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the futures contracts while the
positions are open. With respect to futures contracts that do
cash settle, however, an Underlying Fund is permitted to set
aside liquid assets in an amount equal to the Underlying
Funds daily marked-to-market net obligations (
i.e.
,
the Underlying Funds daily net liability) under the
futures contracts, if any, rather than their full notional
value. Each Underlying Fund reserves the right to modify its
asset segregation policies in the future to comply with any
changes in the positions from time to time articulated by the
SEC or its staff regarding asset segregation. By setting aside
assets equal to only its net obligations under cash-settled
futures contracts, an Underlying Fund will have the ability to
employ leverage to a greater extent than if the Underlying Fund
were required to segregate assets equal to the full notional
amount of the futures contracts.
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Preferred Stock, Warrants and Rights.
Certain Underlying Funds may
invest in preferred stock, warrants and rights. Preferred stocks
are securities that represent an ownership interest providing
the holder with claims on the issuers earnings and assets
before common stock owners but after bond owners. Unlike debt
securities, the obligations of an issuer of preferred stock,
including dividend and other payment obligations, may not
typically be accelerated by the holders of such preferred stock
on the occurrence of an event of default or other non-compliance
by the issuer of the preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Loan Participations.
Certain Underlying Funds may
invest in loan participations. A loan participation is an
interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial
intermediary. Loan participation interests may take the form of
a direct or co-lending relationship with the corporate borrower,
an assignment of an interest in the loan by a co-lender or
another participant, or a participation in the sellers
share of the loan. When an Underlying Fund acts as co-lender in
connection with a participation interest or when it acquires
certain participation interests, the Underlying Fund will have
direct recourse against the borrower if the borrower fails to
pay scheduled principal and interest. In cases where the
Underlying Fund lacks direct recourse, it will look to an agent
for the lenders (the agent lender) to enforce
appropriate credit remedies against the borrower. In these
cases, the Underlying Fund may be subject to delays, expenses
and risks that are greater than those that would have been
involved if the Underlying Fund had purchased a direct
obligation (such as commercial paper) of such borrower.
Moreover, under the terms of the loan participation, the
Underlying Fund may be regarded as a creditor of the agent
lender (rather than of the underlying corporate borrower), so
that the Underlying Fund may also be subject to the risk that
the agent lender may become insolvent.
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REITs.
The
Real Estate Securities Fund expects to invest a substantial
portion of its total assets in REITs, which are pooled
investment vehicles that invest primarily in either real estate
or real estate related loans. In addition, other Underlying
Equity Funds may invest in REITs from time to time. The value of
a REIT is affected by changes in the value of the properties
owned by the REIT or securing mortgage loans held by the REIT.
REITs are dependent upon the ability of the REITs
managers, and are subject to heavy cash flow dependency, default
by borrowers and the qualification of the REITs under applicable
regulatory requirements for favorable federal income tax
treatment. REITs are also subject to
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82
APPENDIX A
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risks generally associated with investments in
real estate including possible declines in the value of real
estate, general and local economic conditions, environmental
problems and changes in interest rates. To the extent that
assets underlying a REIT are concentrated geographically, by
property type or in certain other respects, these risks may be
heightened. Each Underlying Fund will indirectly bear its
proportionate share of any expenses, including management fees,
paid by a REIT in which it invests.
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Other Investment Companies.
Certain Underlying Funds may
invest in securities of other investment companies (including
exchange-traded funds such as SPDRs and iShares
SM
, as
defined below) subject to statutory limitations prescribed by
the Investment Company Act. These limitations include in certain
circumstances a prohibition on any Underlying Fund acquiring
more than 3% of the voting shares of any other investment
company, and a prohibition on investing more than 5% of an
Underlying Funds total assets in securities of any one
investment company or more than 10% of its total assets in
securities of all investment companies. An Underlying Fund will
indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.
Although the Underlying Funds do not expect to do so in the
foreseeable future, each Underlying Fund is authorized to invest
substantially all of its assets in a single open-end investment
company or series thereof that has substantially the same
investment objective, policies and fundamental restrictions as
the Underlying Fund. Pursuant to an exemptive order obtained
from the SEC, other investment companies in which an Underlying
Fund may invest include money market funds for which the
Investment Adviser or any of its affiliates serve as investment
adviser, administrator or distributor.
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Exchange-traded funds such as SPDRs and
iShares
SM
are shares of unaffiliated investment
companies which are traded like traditional equity securities on
a national securities exchange or the
NASDAQ
®
National Market System.
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Standard and Poors Depositary
Receipts.
The Underlying
Equity Funds may, consistent with their investment policies,
purchase Standard & Poors Depositary Receipts
(SPDRs). SPDRs are securities traded on an exchange
that represent ownership in the SPDR Trust, a trust which has
been established to accumulate and hold a portfolio of common
stocks that is intended to track the price performance and
dividend yield of the S&P
500
®
.
SPDRs may be used for several reasons, including, but not
limited to, facilitating the handling of cash flows or trading,
or reducing transaction costs. The price movement of SPDRs may
not perfectly parallel the price action of the S&P 500.
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n
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iShares
SM
.
iShares are shares of an
investment company that invests substantially all of its assets
in securities included in specified indices, including the MSCI
indices for various countries and regions. iShares are listed on
an
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exchange and were initially offered to the public
in 1996. The market prices of iShares are expected to fluctuate
in accordance with both changes in the NAVs of their underlying
indices and supply and demand of iShares on an exchange.
However, iShares have a limited operating history and
information is lacking regarding the actual performance and
trading liquidity of iShares for extended periods or over
complete market cycles. In addition, there is no assurance that
the requirements of the exchange necessary to maintain the
listing of iShares will continue to be met or will remain
unchanged. In the event substantial market or other disruptions
affecting iShares occur in the future, the liquidity and value
of an Underlying Equity Funds shares could also be
substantially and adversely affected. If such disruptions were
to occur, an Underlying Equity Fund could be required to
reconsider the use of iShares as part of its investment strategy.
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Unseasoned Companies.
Certain Underlying Funds may
invest in companies which (together with their predecessors)
have operated less than three years. The securities of such
companies may have limited liquidity, which can result in their
being priced higher or lower than might otherwise be the case.
In addition, investments in unseasoned companies are more
speculative and entail greater risk than do investments in
companies with an established operating record.
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Non-Investment Grade Fixed Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly known as junk bonds) are
considered speculative. In some cases, these obligations may be
highly speculative and have poor prospects for reaching
investment grade standing. Non-investment grade fixed income
securities are subject to the increased risk of an issuers
inability to meet principal and interest obligations. These
securities, also referred to as high yield securities, may be
subject to greater price volatility due to such factors as
specific corporate developments, interest rate sensitivity,
negative perceptions of the junk bond markets generally and less
secondary market liquidity.
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Non-investment grade fixed income securities are
generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by
an Underlying Fund in defaulted securities poses additional risk
of loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The market value of non-investment grade fixed
income securities tends to reflect individual corporate or
municipal developments to a greater extent than that of higher
rated securities which react primarily to fluctuations in the
general level of
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84
APPENDIX A
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interest rates. As a result, an Underlying
Funds ability to achieve its investment objectives may
depend to a greater extent on the investment advisers
judgment concerning the creditworthiness of issuers than funds
which invest in higher-rated securities. Issuers of
non-investment grade fixed income securities may not be able to
make use of more traditional methods of financing and their
ability to service debt obligations may be affected more
adversely than issuers of higher-rated securities by economic
downturns, specific corporate or financial developments or the
issuers inability to meet specific projected business
forecasts. Negative publicity about the junk bond market and
investor perceptions regarding lower rated securities, whether
or not based on fundamental analysis, may depress the prices for
such securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities. Investment by an
Underlying Fund in defaulted securities poses additional risk of
loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The secondary market for non-investment grade
fixed income securities is concentrated in relatively few market
makers and is dominated by institutional investors, including
mutual funds, insurance companies and other financial
institutions. Accordingly, the secondary market for such
securities is not as liquid as, and is more volatile than, the
secondary market for higher-rated securities. In addition,
market trading volume for high yield fixed income securities is
generally lower and the secondary market for such securities
could shrink or disappear suddenly and without warning as a
result of adverse market or economic conditions, independent of
any specific adverse changes in the condition of a particular
issuer. The lack of sufficient market liquidity may cause an
Underlying Fund to incur losses because it will be required to
effect sales at a disadvantageous time and then only at a
substantial drop in price. These factors may have an adverse
effect on the market price and an Underlying Funds ability
to dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for an
Underlying Fund to obtain precise valuations of the high yield
securities in its portfolio.
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Credit ratings issued by credit rating agencies
are designed to evaluate the safety of principal and interest
payments of rated securities. They do not, however, evaluate the
market value risk of non-investment grade securities and,
therefore, may not
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85
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fully reflect the true risks of an investment. In
addition, credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy or in the
conditions of the issuer that affect the market value of the
security. Consequently, credit ratings are used only as a
preliminary indicator of investment quality.
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Equity Swaps.
Each Underlying Equity Fund may
invest up to 15% of its net assets in equity swaps. Equity swaps
allow the parties to a swap agreement to exchange dividend
income or other components of return on an equity investment
(for example, a group of equity securities or an index) for a
component of return on another non-equity or equity investment.
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An equity swap may be used by an Underlying Fund
to invest in a market without owning or taking physical custody
of securities in circumstances in which direct investment may be
restricted for legal reasons or is otherwise deemed impractical
or disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that an investment adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, an
Underlying Fund may suffer a loss, which may be substantial. The
value of some components of an equity swap (such as the
dividends on a common stock) may also be sensitive to changes in
interest rates. Furthermore, an Underlying Fund may suffer a
loss if the counterparty defaults. Because equity swaps are
normally illiquid, an Underlying Fund may be unable to terminate
its obligations when desired.
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When-Issued Securities and Forward
Commitments.
Each Underlying Fund
may purchase when-issued securities and make contracts to
purchase or sell securities for a fixed price at a future date
beyond customary settlement time. When-issued securities are
securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is
considered to be an advantageous price or yield to the
Underlying Fund at the time of entering into the transaction. A
forward commitment involves the entering into a contract to
purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although an Underlying
Fund will generally purchase securities on a when-issued or
forward commitment basis with the intention of acquiring the
securities for its portfolio, an Underlying Fund may dispose of
when-issued
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86
APPENDIX A
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securities or forward commitments prior to
settlement if its investment adviser deems it appropriate.
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Repurchase Agreements.
Repurchase agreements involve the
purchase of securities subject to the sellers agreement to
repurchase them at a mutually agreed upon date and price.
Certain Underlying Funds may enter into repurchase agreements
with securities dealers and banks which furnish collateral at
least equal in value or market price to the amount of their
repurchase obligation. Some Underlying Funds may also enter into
repurchase agreements involving certain foreign government
securities.
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If the other party or seller
defaults, an Underlying Fund might suffer a loss to the extent
that the proceeds from the sale of the underlying securities and
other collateral held by the Underlying Fund are less than the
repurchase price and the Underlying Funds costs associated
with delay and enforcement of the repurchase agreement. In
addition, in the event of bankruptcy of the seller, an
Underlying Fund could suffer additional losses if a court
determines that the Funds interest in the collateral is
not enforceable.
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Certain Underlying Funds, together with other
registered investment companies having advisory agreements with
the Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Underlying Fund may engage in
securities lending. Securities lending involves the lending of
securities owned by an Underlying Fund to financial institutions
such as certain broker-dealers, including, as permitted by the
SEC, Goldman Sachs. The borrowers are required to secure their
loans continuously with cash, cash equivalents, U.S. Government
Securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by an Underlying Fund in short-term investments,
including registered and unregistered investment pools managed
by the Investment Adviser, its affiliates or the Underlying
Funds custodian or its affiliates and from which the
Investment Adviser or its affiliates may receive fees. To the
extent that cash collateral is so invested, such collateral will
be subject to market depreciation or appreciation, and an
Underlying Fund will be responsible for any loss that might
result from its investment of the borrowers collateral. If
an investment adviser determines to make securities loans, the
value of the securities loaned may not exceed 33 1/3% of the
value of the total assets of an Underlying Fund (including the
loan collateral). Loan collateral (including any investment of
the collateral) is not subject to the percentage limitations or
non-fundamental investment policies described elsewhere in this
Prospectus regarding investments in fixed income securities and
cash equivalents.
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87
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An Underlying Fund may lend its securities to
increase its income. An Underlying Fund may, however, experience
delay in the recovery of its securities or incur a loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Underlying Fund or
becomes insolvent.
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Short Sales Against-the-Box.
Certain Underlying Funds may make
short sales against-the-box. A short sale against-the-box means
that at all times when a short position is open the Underlying
Fund will own an equal amount of securities sold short, or
securities convertible into or exchangeable for, without the
payment of any further consideration, an equal amount of the
securities of the same issuer as the securities sold short.
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Mortgage Dollar Rolls.
Certain Underlying Funds may enter
into mortgage dollar rolls. In mortgage dollar
rolls, an Underlying Fund sells securities for delivery in the
current month and simultaneously contracts with the same
counterparty to repurchase substantially similar (same type,
coupon and maturity) but not identical securities on a specified
future date. During the roll period, the Underlying Fund loses
the right to receive principal and interest paid on the
securities sold. However, the Underlying Fund benefits to the
extent of any difference between (i) the price received for
the securities sold and (ii) the lower forward price for
the future purchase and/or fee income plus the interest earned
on the cash proceeds of the securities sold. Unless the benefits
of a mortgage dollar roll exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that
would have been realized on the securities sold as part of the
roll, the use of this technique will diminish the Underlying
Funds performance.
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Successful use of mortgage dollar rolls depends
upon an investment advisers ability to predict correctly
interest rates and mortgage prepayments. If the investment
adviser is incorrect in its prediction, an Underlying Fund may
experience a loss. The Underlying Funds do not currently intend
to enter into mortgage dollar rolls for financing and do not
treat them as borrowings.
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Borrowings and Reverse Repurchase
Agreements.
Each Underlying Fund
can borrow money from banks and other financial institutions,
and certain Underlying Funds may enter into reverse repurchase
agreements in amounts not exceeding one-third of its total
assets. An Underlying Fund may not make additional investments
if borrowings exceed 5% of its total assets. Reverse repurchase
agreements involve the sale of securities held by an Underlying
Fund subject to the Underlying Funds agreement to
repurchase them at a mutually agreed upon date and price
(including interest). These transactions may be entered into as
a temporary measure for emergency purposes or to meet redemption
requests. Reverse repurchase agreements may also be entered into
when the investment adviser expects that the interest income to
be earned from the investment of the transaction proceeds will
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88
APPENDIX A
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be greater than the related interest expense.
Borrowings and reverse repurchase agreements involve leveraging.
If the securities held by an Underlying Fund decline in value
while these transactions are outstanding, the NAV of the
Underlying Funds outstanding shares will decline in value
by proportionately more than the decline in value of the
securities. In addition, reverse repurchase agreements involve
the risk that the investment return earned by an Underlying Fund
(from the investment of the proceeds) will be less than the
interest expense of the transaction, that the market value of
the securities sold by an Underlying Fund will decline below the
price the Underlying Fund is obligated to pay to repurchase the
securities, and that the securities may not be returned to the
Underlying Fund.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
To the extent consistent with
their investment policies, certain Underlying Funds may enter
into interest rate swaps, mortgage swaps, credit swaps, currency
swaps, total return swaps, options on swaps and interest rate
caps, floors and collars. Interest rate swaps involve the
exchange by an Underlying Fund with another party of their
respective commitments to pay or receive interest, such as an
exchange of fixed-rate payments for floating rate payments.
Mortgage swaps are similar to interest rate swaps in that they
represent commitments to pay and receive interest. The notional
principal amount, however, is tied to a reference pool or pools
of mortgages. Credit swaps involve the receipt of floating or
fixed rate payments in exchange for assuming potential credit
losses on an underlying security. Credit swaps give one party to
a transaction (the buyer of the credit swap) the right to
dispose of or acquire an asset (or group of assets), or the
right to receive a payment from the other party, upon the
occurrence of specified credit events. Currency swaps involve
the exchange of the parties respective rights to make or
receive payments in specified currencies. Total return swaps
give an Underlying Fund the right to receive the appreciation in
the value of a specified security, index or other instrument in
return for a fee paid to the counterparty, which will typically
be an agreed upon interest rate. If the underlying asset in a
total return swap declines in value over the term of the swap,
the Underlying Fund may also be required to pay the dollar value
of that decline to the counterparty. The Underlying Funds may
also purchase and write (sell) options contracts on swaps,
commonly referred to as swaptions. A swaption is an option to
enter into a swap agreement. Like other types of options, the
buyer of a swaption pays a non-refundable premium for the option
and obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is
exercised) to enter into an underlying swap on agreed-upon
terms. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a
predetermined interest
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89
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rate, to receive payment of interest on a
notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on
a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap
and a floor that preserves a certain return within a
predetermined range of interest rates.
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Certain Underlying Funds may enter into swap
transactions for hedging purposes or to seek to increase total
return. As an example, when an Underlying Fund is the buyer of a
credit default swap (commonly known as buying protection), it
may make periodic payments to the seller of the credit default
swap to obtain protection against a credit default on a
specified underlying asset (or group of assets). If a default
occurs, the seller of the credit default swap may be required to
pay the Underlying Fund the notional value of the
credit default swap on a specified security (or group of
securities). On the other hand, when an Underlying Fund is a
seller of a credit default swap, in addition to the credit
exposure the Underlying Fund has on the other assets held in its
portfolio, the Underlying Fund is also subject to the credit
exposure on the notional amount of the swap since, in the event
of a credit default, the Underlying Fund may be required to pay
the notional value of the credit default swap on a
specified security (or group of securities) to the buyer of the
credit default swap. An Underlying Fund will be the seller of a
credit default swap only when the credit of the underlying asset
is deemed by its investment adviser to meet the Underlying
Funds minimum credit criteria at the time the swap is
first entered into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If an investment adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates or in the evaluation of the creditworthiness of swap
counterparties and issuers of the underlying assets, the
investment performance of an Underlying Fund would be less
favorable than it would have been if these investment techniques
were not used.
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As an investment company registered with the SEC,
an Underlying Fund must set aside (often referred to
as asset segregation) liquid assets, or engage in
other SEC- or staff-approved measures to cover open
positions with respect to certain kinds of derivatives
instruments. In the case of swaps that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the swaps while the positions are
open. With respect to swaps that do cash settle, however, an
Underlying Fund is permitted to set aside liquid assets in an
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90
APPENDIX A
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amount equal to its daily marked-to-market net
obligations (
i.e.,
an Underlying Funds daily net
liability) under the swaps, if any, rather than their full
notional value. An Underlying Fund reserves the right to modify
its asset segregation policies in the future to comply with any
changes in the positions from time to time articulated by the
SEC or its staff regarding asset segregation. By setting aside
assets equal to only its net obligations under cash-settled
swaps, an Underlying Fund will have the ability to employ
leverage to a greater extent than if the Underlying Fund were
required to segregate assets equal to the full notional amount
of the swaps.
|
|
|
Inflation Protected
Securities.
Certain Underlying
Funds may invest in IPS of varying maturities issued by the
U.S. Treasury and other U.S. and non-U.S. Government
agencies and corporations. IPS are fixed income securities whose
interest and principal payments are adjusted according to the
rate of inflation. The interest rate on IPS is fixed at
issuance, but over the life of the bond this interest may be
paid on an increasing or decreasing principal value that has
been adjusted for inflation. Although repayment of the original
bond principal upon maturity is guaranteed, the market value of
IPS is not guaranteed, and will fluctuate.
|
|
|
The values of IPS generally fluctuate in response
to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. If inflation were to rise at a faster rate than
nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates were to increase at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. If inflation is lower than expected during
the period the Underlying Fund holds IPS, the Underlying Fund
may earn less on the IPS than on a conventional bond. If
interest rates rise due to reasons other than inflation (for
example, due to changes in the currency exchange rates),
investors in IPS may not be protected to the extent that the
increase is not reflected in the bonds inflation measure.
There can be no assurance that the inflation index for IPS will
accurately measure the real rate of inflation in the prices of
goods and services.
|
|
|
The U.S. Treasury utilizes the CPIU as the
measurement of inflation, while other issuers of IPS may use
different indices as the measure of inflation. Any increase in
principal value of IPS caused by an increase in the CPIU is
taxable in the year the increase occurs, even though an
Underlying Fund holding IPS will not receive cash representing
the increase at that time. As a result, an Underlying Fund could
be required at times to liquidate other investments, including
when it is not advantageous to do so, in order to satisfy its
distribution requirements as a regulated investment company.
|
91
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|
|
If an Underlying Fund invests in IPS, it will be
required to treat as original issue discount any increase in the
principal amount of the securities that occurs during the course
of its taxable year. If an Underlying Fund purchases such
inflation protected securities that are issued in stripped form
either as stripped bonds or coupons, it will be treated as if it
had purchased a newly issued debt instrument having original
issue discount.
|
|
|
Because the Underlying Fund is required to
distribute substantially all of its net investment income
(including accrued original issue discount), the Underlying
Funds investment in either zero coupon bonds or IPS may
require the Underlying Fund to distribute to shareholders an
amount greater than the total cash income it actually receives.
Accordingly, in order to make the required distributions, the
Underlying Fund may be required to borrow or liquidate
securities.
|
92
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|
Appendix B
Financial Highlights
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|
|
As the Portfolios have not yet commenced
investment operations as of the date of this Prospectus, there
is no performance information quoted for the Portfolios.
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93
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1
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General
Investment Management Approach
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3
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Portfolio
Investment Objectives and Strategies
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Principal
Investment Strategies
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6
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Principal
Risks of the Portfolios
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8
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Description
of the Underlying Funds
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15
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Principal
Risks of the Underlying Funds
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22
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Portfolio
Performance
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23
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Portfolio
Fees and Expenses
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31
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Service
Providers
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37
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Dividends
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39
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Shareholder
Guide
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39 How To Buy Shares
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45 How To Sell Shares
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52
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Taxation
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55
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Appendix
A
Additional Information on
the Underlying Funds
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93
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Appendix
B
Financial Highlights
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|
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|
Retirement Strategy Portfolios
Prospectus
(Institutional
Shares)
|
|
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|
Annual/Semi-annual
Report
|
|
|
Additional information about the Portfolios
investments is available in the Portfolios annual and
semi-annual reports to shareholders. In the Portfolios
annual reports, you will find a discussion of the market
conditions and investment strategies that significantly affected
the Portfolios performance during the last fiscal year. As
of the date of this Prospectus the Portfolios have not commenced
operations. The annual report for the fiscal period ended
August 31, 2008 will become available to shareholders in
October 2008.
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|
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|
Statement
Of Additional Information
|
|
Additional information about the Portfolios and
their policies is also available in the Portfolios
Additional Statement. The Additional Statement is incorporated
by reference into this Prospectus (is legally considered part of
this Prospectus).
|
|
|
The Portfolios annual and semi-annual
reports, and the Additional Statement, are available free upon
request by calling Goldman Sachs at 1-800-526-7384. You can also
download the annual and semi-annual reports and the Additional
Statement at the Funds website:
http://www.goldmansachsfunds.com.
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|
|
To obtain other information and for shareholder
inquiries:
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n
By
telephone:
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1-800-526-7384
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n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606
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n
On
the Internet:
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|
SEC EDGAR database http://www.sec.gov
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You may review and obtain copies of Portfolio
documents (including the Additional Statement) by visiting the
SECs public reference room in Washington, D.C. You
may also obtain copies of Portfolio documents, after paying a
duplicating fee, by writing to the SECs Public Reference
Section, Washington, D.C. 20549-0102 or by electronic request
to: publicinfo@sec.gov. Information on the operation of the
public reference room may be obtained by calling the SEC at
(202) 942-8090.
|
The Portfolios investment company
registration number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
|
|
AAPRO
|
|
Preliminary
Prospectus dated August 14, 2007
Subject
to Completion
The
information in the prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Service
Shares
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|
September , 2007
|
|
GOLDMAN SACHS RETIREMENT
STRATEGIES PORTFOLIOS
|
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n
Goldman
Sachs Retirement Strategy 2010 Portfolio
n
Goldman
Sachs Retirement Strategy 2015 Portfolio
n
Goldman
Sachs Retirement Strategy 2020 Portfolio
n
Goldman
Sachs Retirement Strategy 2030 Portfolio
n
Goldman
Sachs Retirement Strategy 2040 Portfolio
n
Goldman
Sachs Retirement Strategy 2050 Portfolio
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN A
PORTFOLIO IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN A PORTFOLIO INVOLVES INVESTMENT RISKS,
AND YOU MAY LOSE MONEY IN A PORTFOLIO.
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NOT
FDIC-INSURED
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May Lose
Value
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No Bank
Guarantee
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General Investment
Management Approach
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|
Goldman Sachs Asset Management, L.P.
(GSAM
®
)
serves as investment adviser (the Investment
Adviser) to six Retirement Strategies Portfolios contained
in this Prospectus: Retirement Strategy 2010 Portfolio,
Retirement Strategy 2015 Portfolio, Retirement Strategy 2020
Portfolio, Retirement Strategy 2030 Portfolio, Retirement
Strategy 2040 Portfolio and Retirement Strategy 2050 Portfolio
(each a Portfolio, collectively the
Portfolios). The Portfolios are intended for
investors saving for retirement who prefer to have their asset
allocation decisions made by professional money managers. Each
Portfolio seeks to achieve its objective by investing in a
combination of underlying funds that currently exist or that may
become available for investment in the future for which GSAM or
an affiliate now or in the future acts as investment adviser or
principal underwriter (the Underlying Funds). Some
of these Underlying Funds invest primarily in fixed income or
money market securities (the Underlying Fixed Income
Funds) and other Underlying Funds invest primarily in
equity securities (the Underlying Equity Funds). An
investor may choose to invest in one or more of the Portfolios
based on individual investment goals, risk tolerance, financial
circumstances and planned retirement year.
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GSAMs
Retirement Strategy Investment Philosophy:
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The Investment Advisors Quantitative
Strategies Group uses a disciplined, rigorous and quantitative
approach to global tactical asset allocation. The Global
Tactical Asset Allocation (GTAA) strategy attempts
to add value by actively managing exposure to global stock, bond
and currency markets. In contrast to stock and bond selection
strategies which focus on individual stocks and bonds, GTAA
focuses on broad asset classes. The Investment Advisers
GTAA models use financial and economic factors that are designed
to capture intuitive fundamental relationships across markets.
While the GTAA process is rigorous and quantitative, there is
economic reasoning behind each position.
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Each Portfolio starts with a strategic allocation
among the various asset classes. The Investment Adviser then
tactically deviates from the strategic allocations based on
forecasts provided by the models. The tactical process seeks to
add value by overweighting attractive markets and underweighting
unattractive markets. Greater deviations from the strategic
allocation of a given Portfolio result in higher risk that the
tactical allocation will underperform the strategic allocation.
However, the Investment Advisers risk control process
balances the amount any asset class can be overweighted in
seeking to achieve higher expected returns against the amount of
risk imposed by that deviation from the strategic allocation.
The Investment
|
1
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|
Adviser employs GSAMs proprietary Black
Litterman asset allocation technique in an effort to optimally
balance these two goals.
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References in this Prospectus to a
Portfolios benchmarks are for informational purposes only,
and unless otherwise noted are not an indication of how a
particular Portfolio is managed.
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The Retirement Strategy Investment
Process involves investing a Portfolios assets in other
Goldman Sachs Funds to help investors reach their retirement
goals.
|
2
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Portfolio Investment
Objectives
and Strategies
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Each Portfolio seeks long-term capital
appreciation and income consistent with its current asset
allocation which will change over time with an increasing
allocation to fixed income funds.
|
MAIN
INVESTMENT STRATEGIES
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Each Portfolio employs an asset allocation
strategy designed for investors planning to retire in
approximately the calendar year designated in the
Portfolios name.
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Each Portfolio seeks to achieve its investment
objective by investing within specified equity and fixed income
ranges. Each Portfolio is invested in a combination of up to
approximately 15 equity and fixed income Underlying Funds based
on the Portfolios target date. The target allocation
percentages for each Portfolio will change gradually over time
based on the number of years that remain until the target date
of the Portfolio. Each Portfolios asset allocation will
become more conservative (i.e., the Portfolios allocation
to fixed income investments will increase) as the Portfolio
approaches its target date.
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The Portfolios benchmarks will be the
S&P 500 Index, Lehman Brothers Aggregate Bond Index and
the MSCI EAFE Index.
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The table below illustrates the current
Underlying Equity/ Fixed Income Fund allocation targets and
ranges for each Portfolio at the inception of the Portfolio. As
noted above, the target percentages for each Portfolio will
change over time so that the percentage of assets allocated to
fixed income funds will gradually increase as the Portfolio
approaches its target date.
|
3
Expected
Equity/Fixed Income Range (Percentage of Each Portfolios
Total Assets)
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Retirement
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Retirement
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Retirement
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Retirement
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Retirement
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Retirement
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Strategy
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Strategy
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Strategy
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Strategy
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Strategy
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Strategy
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2010
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2015
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2020
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2030
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2040
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2050
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Portfolio
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Portfolio
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Portfolio
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Portfolio
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Portfolio
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Portfolio
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EQUITY FUNDS
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58%
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66%
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72%
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81%
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86%
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90%
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Domestic Equity
Funds
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Structured Large Cap Value
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Structured Large Cap Growth
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Structured Small Cap Equity
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International Equity
Funds
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Structured International
Equity
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Specialty Equity
Funds
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Real Estate Securities
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International Real Estate
Securities
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FIXED INCOME
FUNDS
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42%
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34%
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28%
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19%
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14%
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10%
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Taxable Investment
Grade Fixed Income Funds
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Short Duration Government
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Inflation Protected
Securities
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Core Fixed Income
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High Yield
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Global Income
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Emerging Markets Debt
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Commodity Strategy
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Financial Square Prime
Obligations
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Indicates expected strategic allocation as of the
date of this Prospectus. Allocations may vary based on current
market conditions and tactical views.
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As a Portfolio is further away from its target
date the Portfolio will have a higher allocation to equity
investments and a lower allocation to fixed income investments.
As each Portfolio approaches its target date, its asset
allocation will shift so that the Portfolios target
percentages approach approximately 55% of total assets in fixed
income and 45% of total assets in equity. Approximately five
years after a Portfolios target date, the Portfolio
expects that it will become part of another mutual fund managed
by the Investment Adviser, the Goldman Sachs Income Strategies
Portfolio, which has a current target allocation of
approximately 60% of total assets in fixed income and 40% of
total assets in equity.
|
4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
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Each Portfolio can invest in any or all of the
Underlying Funds. It is expected, however, that each Portfolio
will normally invest in approximately 10-15 Underlying Funds at
any particular time as part of that Portfolios strategic
allocation. The Portfolio may invest in other Underlying Funds
periodically to gain tactical exposure to a particular asset
class. Each Portfolios investment in any of the Underlying
Funds may, and in some cases is expected to, exceed 25% of such
Portfolios total assets. Each Portfolio intends to invest
solely in Underlying Funds for which GSAM or an affiliate serves
an investment adviser or principal underwriter.
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A Portfolios investment in particular
Underlying Funds will depend on various criteria. Among other
things, the Investment Adviser will analyze the Underlying
Funds respective investment objectives, policies and
investment strategies in order to determine which Underlying
Funds, in combination with other Underlying Funds, are
appropriate in light of a Portfolios investment objective
and target date.
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A Portfolio may purchase or sell securities to:
(a) accommodate purchases and sales of its shares;
(b) change the percentages of its assets invested in each
of the Underlying Funds in response to economic or market
conditions; and (c) maintain or modify the allocation of
its assets among the Underlying Funds within the percentage
ranges described above as the Portfolios approach their target
date.
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GSAM will periodically rebalance each
Portfolios investments towards its target percentages as
then in effect.
|
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THE PARTICULAR UNDERLYING FUNDS IN WHICH EACH
PORTFOLIO MAY INVEST, THE EQUITY/ FIXED INCOME TARGETS AND
RANGES OF EACH PORTFOLIO, AND THE INVESTMENTS BY EACH PORTFOLIO
IN THE UNDERLYING FUNDS WILL CHANGE FROM TIME TO TIME WITHOUT
SHAREHOLDER APPROVAL.
|
|
|
In addition, each Portfolios investment
objective, and all policies not specifically designated as
fundamental in this Prospectus or the Statement of Additional
Information (the Additional Statement), are
non-fundamental and may be changed without shareholder approval.
However, each Portfolio will provide shareholders with at least
60 days written notice before any change in its
investment objective. If there is a change in a Portfolios
investment objective, you should consider whether that Portfolio
remains an appropriate investment in light of your then-current
financial position and needs.
|
5
Principal Risks of the
Portfolios
Loss of money is a risk of investing in each
Portfolio. An investment in a Portfolio is not a deposit of any
bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. While
the Portfolios offer a greater level of diversification than
many other types of mutual funds, a single Portfolio may not
provide a complete investment program for an investor. The
following summarizes important risks that apply to the
Portfolios and may result in a loss of your investment. There
can be no assurance that a Portfolio will achieve its investment
objective.
|
|
n
|
Investing in the Underlying
Funds
The investments of each
Portfolio are concentrated in the Underlying Funds, and each
Portfolios investment performance is directly related to
the investment performance of the Underlying Funds held by it.
The ability of each Portfolio to meet its investment objective
is directly related to the ability of the Underlying Funds to
meet their objectives as well as the allocation among those
Underlying Funds by the Investment Adviser. The value of the
Underlying Funds investments, and the net asset values
(NAV) of the shares of both the Portfolios and the
Underlying Funds, will fluctuate in response to various market
and economic factors related to the equity and fixed income
markets, as well as the financial condition and prospects of
issuers in which the Underlying Funds invest. There can be no
assurance that the investment objective of any Portfolio or any
Underlying Fund will be achieved.
|
n
|
Investments of the Underlying
Funds
Because the Portfolios
invest in the Underlying Funds, the Portfolios
shareholders will be affected by the investment policies of the
Underlying Funds in direct proportion to the amount of assets
the Portfolios allocate to those Underlying Funds. Each
Portfolio may invest in Underlying Funds that in turn invest in
small capitalization companies and foreign issuers and thus are
subject to additional risks, including changes in foreign
currency exchange rates and political risk. Foreign investments
may include securities of issuers located in emerging countries
in Asia, Latin, Central and South America, Eastern Europe,
Africa and the Middle East. Each Portfolio may also invest in
Underlying Funds that in turn invest in debt securities,
including investment grade fixed income securities, emerging
market debt securities, Inflation Protected Securities and
non-investment grade fixed income securities (junk
bonds) (which are considered speculative). In addition,
the Underlying Funds may purchase derivative securities
including structured notes; enter into forward currency
transactions; lend their portfolio securities; enter into
futures contracts and options transactions; purchase zero coupon
bonds and payment-in-kind bonds; purchase securities issued by
real estate investment trusts (REITs) and other
issuers in the
|
6
PRINCIPAL RISKS OF THE
PORTFOLIOS
|
|
|
real estate industry; purchase restricted and
illiquid securities; purchase securities on a when-issued or
delayed delivery basis; enter into repurchase agreements; borrow
money; and engage in various other investment practices. The
risks presented by these investment practices are discussed in
Appendix A to this Prospectus and the Additional Statement.
|
n
|
Affiliated
Persons
In managing the
Portfolios, the Investment Adviser will have the authority to
select and substitute Underlying Funds. The Investment Adviser
is subject to conflicts of interest in allocating Portfolio
assets among the various Underlying Funds both because the fees
payable to it and/or its affiliates by some Underlying Funds are
higher than the fees payable by other Underlying Funds and
because the Investment Adviser and its affiliates are also
responsible for managing the Underlying Funds. The Investment
Adviser and/or its affiliates are compensated by the Portfolios
and by the Underlying Funds for advisory and/or principal
underwriting services provided. The Trustees and officers of the
Goldman Sachs Trust may also have conflicting interests in
fulfilling their fiduciary duties to both the Portfolios and the
Underlying Funds. The Portfolios will only invest in Underlying
Funds for which Goldman Sachs or its affiliates now or in the
future serve as advisor or underwriter. Other funds with similar
investment strategies may perform better or worse than the
Underlying Funds.
|
n
|
Expenses
You
may invest in the Underlying Funds directly. By investing in the
Underlying Funds indirectly through a Portfolio, you will incur
not only a proportionate share of the expenses of the Underlying
Funds held by the Portfolio (including operating costs and
investment management fees), but also expenses of the Portfolio.
|
n
|
Temporary
Investments
Although the
Portfolios normally seek to remain substantially invested in the
Underlying Funds, each Portfolio may invest a portion of its
assets in high-quality, short-term debt obligations (including
commercial paper, certificates of deposit, bankers
acceptances, repurchase agreements, debt obligations backed by
the full faith and credit of the U.S. government and demand and
time deposits of domestic and foreign banks and savings and loan
associations) to maintain liquidity, to meet shareholder
redemptions and for other short-term cash needs. Also, there may
be times when, in the opinion of the Investment Adviser,
abnormal market or economic conditions warrant that, for
temporary defensive purposes, a Portfolio may invest without
limitation in short-term obligations. When a Portfolios
assets are invested in such investments, the Portfolio may not
be achieving its investment objective.
|
7
|
|
|
Description of the Underlying
Funds
|
DESCRIPTION
OF THE UNDERLYING FUNDS
|
|
|
|
The following is a concise description of the
investment objectives and practices of each of the Underlying
Funds that are available for investment by the Portfolios as of
the date of this Prospectus. A Portfolio may also invest in
other Underlying Funds not listed below that currently exist or
that may become available for investment in the future at the
discretion of the Investment Adviser and without shareholder
approval. Additional information regarding the investment
practices of the Underlying Funds is provided in Appendix A
to this Prospectus and in the Additional Statement. This
Prospectus is not an offer to sell and is not soliciting an
offer to buy any of the Underlying Funds. A description of the
Portfolios policies and procedures with respect to the
disclosure of a Portfolios portfolio security holdings is
available in the Additional Statement. For information regarding
the disclosure of an Underlying Funds portfolio securities
holdings, see the applicable Underlying Funds prospectus.
|
|
|
|
|
|
Underlying Fund
|
|
Investment Objectives
|
|
Investment Criteria
|
|
|
|
|
|
|
Structured Large Cap
Value
|
|
Long-term growth of
capital and dividend income.
|
|
At least 80% of its net
assets plus any borrowings for investment purposes (measured at
time of purchase) (Net Assets) in a diversified
portfolio of equity investments in large-cap U.S. issuers,
including foreign issuers that are traded in the United States.
The Funds investments are selected using both a variety of
quantitative techniques and fundamental research in seeking to
maximize the Funds expected return, while seeking to
maintain risk, style, capitalization and industry
characteristics similar to the Russell
1000
®
Value Index.
|
|
Structured Large Cap
Growth
|
|
Long-term growth of
capital.
Dividend income is a secondary consideration.
|
|
At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in large-cap U.S. issuers, including foreign issuers that are
traded in the United States. The Funds investments are
selected using both a variety of quantitative techniques and
fundamental research in seeking to maximize the Funds
expected return, while seeking to maintain risk, style,
capitalization and industry characteristics similar to the
Russell
1000
®
Growth Index.
|
|
8
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
Underlying Fund
|
|
Investment Objectives
|
|
Investment Criteria
|
|
|
|
|
|
|
Structured Small Cap
Equity
|
|
Long-term growth of
capital.
|
|
At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in small-cap U.S. issuers, including foreign issuers
that are traded in the United States. The Funds
investments are selected using both a variety of quantitative
techniques and fundamental research including but not
limited to valuation, momentum, profitability and earnings
quality, in seeking to maximize the Funds expected return,
while maintaining risk, style, capitalization and industry
characteristics similar to the Russell
2000
®
Index.
|
|
Real Estate
Securities
|
|
Total return comprised of
long-term growth of capital and dividend income.
|
|
Substantially all, and at
least 80% of its Net Assets in a diversified portfolio of
equity investments in issuers that are primarily engaged in or
related to the real estate industry. The Fund expects that a
substantial portion of its total assets will be invested in
REITS, real estate industry companies or other real estate
related investments.
|
|
Structured
International
Equity
|
|
Long-term growth of
capital.
|
|
At least 80% of its Net
Assets in a broadly diversified portfolio of equity investments
in companies that are organized outside the United States or
whose securities are principally traded outside the United
States. The Funds investments are selected using both a
variety of quantitative techniques and fundamental research
including but not limited to valuation, momentum, profitability
and earnings quality, in seeking to maximize the Funds
expected return, while maintaining risk, style, capitalization
and industry characteristics similar to the
EAFE
®
Index (unhedged).
|
|
International Real
Estate Securities
|
|
Total return comprised of
long-term growth of capital and dividend income.
|
|
Substantially all and at
least 80% of its Net Assets in a diversified portfolio of equity
investments in issuers that are primarily engaged in or related
to the real estate industry outside the United States. The Fund
expects that a substantial portion of its assets will be
invested in REITS, real estate industry companies or other real
estate related investments.
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Short Duration
Government
|
|
A high level of current
income and secondarily, in seeking current income, may also
consider the potential for capital appreciation.
|
|
Target Duration* =
Two-Year U.S. Treasury Note Index plus or minus 0.5 years
|
|
2-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in U.S. Government Securities and repurchase agreements
collateralized by such securities. Also invests in futures,
swaps and other derivatives.
|
|
U.S. Government Securities
|
|
Mortgage pass- through
securities and other securities representing an interest in or
collateralized by mortgage loans.
|
|
Inflation Protected
Securities
|
|
Real return consistent
with preservation of capital. Real return is the return on an
investment adjusted for inflation.
|
|
Target Duration* =
Lehman Brothers U.S. TIPS Index plus or minus 4 or 5 years
|
|
|
|
At least 80% of its net
assets plus any borrowings for investment purposes (measured at
the time of purchase) in inflation- protected securities of
varying maturities issued by the U.S. Treasury and other U.S.
and non-U.S. Government agencies and corporations.
|
|
Primarily in investment
grade securities, but up to 20% of its Net Assets may be
invested in high yield securities rated lower than BBB-/Baa3 by
an NRSRO (at time of purchase)
|
|
Other fixed income
securities, including U.S. Government securities,
asset-backed securities, mortgage- backed securities, corporate
securities, and securities issued by foreign corporate and
governmental issuers.
|
|
10
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Core Fixed
Income
|
|
Total return consisting of
capital appreciation and income that exceeds the total return of
the Lehman Brothers Aggregate Bond Index.
|
|
Target Duration* = Lehman
Brothers Aggregate Bond Index plus or minus one year
|
|
5-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in fixed income securities, including U.S. Government
Securities, corporate debt securities, privately issued
mortgage- backed and asset- backed securities. Also invests in
futures, swaps and other derivatives.
|
|
Minimum = BBB-/Baa3 (at
time of purchase) Minimum for non-U.S. dollar securities = AA/Aa
|
|
Foreign fixed income,
municipal and convertible securities, foreign currencies and
repurchase agreements collateralized by U.S. Government
Securities.
|
|
High Yield
|
|
A high level of current
income and may also consider the potential for capital
appreciation.
|
|
Target Duration* = Lehman
Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped
plus or minus 2.5 years
|
|
6-year U.S. Treasury note
|
|
At least 80% of its Net
Assets in high- yield, fixed income securities rated below
investment grade, including U.S. and non-U.S. dollar corporate
debt, foreign government securities, convertible securities and
preferred stock. Also invests in futures, swaps and other
derivatives.
|
|
At least 80% = BB/ Ba or
below (at time of purchase)
|
|
Mortgage- backed and
asset-backed securities, U.S. Government Securities, investment
grade corporate fixed income securities, structured securities,
foreign currencies and repurchase agreements.
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Global
Income
|
|
A high total return,
emphasizing current income, and, to a lesser extent, providing
opportunities for capital appreciation.
|
|
Target Duration* =
J.P. Morgan Global Government Bond Index (hedged) plus or
minus 2.5 years
|
|
7-year U.S. government bond
|
|
Fixed Income Securities of
U.S. and foreign governments and corporations. Also invests in
futures, swaps and other derivatives.
|
|
Minimum = BBB-/Baa3 (at
time of purchase) At least 50% = AAA/ Aaa
|
|
Mortgage- backed and
asset-backed securities, foreign currencies and repurchase
agreements collateralized by U.S. Government Securities or
certain foreign government securities.
|
|
Emerging Markets
Debt
|
|
A high level of total
return consisting of income and capital appreciation.
|
|
Target Duration* = J.P.
Morgan EMBI Global Diversified Index plus or minus 2 years
|
|
10-year U.S. government
bond
|
|
At least 80% of its Net
Assets in fixed income securities of issuers located in emerging
countries. Also invests in futures, swaps and other derivatives.
|
|
Minimum = D (Standard
& Poors) or C (Moodys)
|
|
Brady bonds and other debt
issued by governments, their agencies and instrumentalities, or
by their central banks, fixed and floating rate, senior and
subordinated corporate debt obligations, loan participations and
repurchase agreements.
|
|
12
DESCRIPTION OF THE
UNDERLYING FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Commodity
Strategy
|
|
Long-term total return
|
|
The average duration will
vary
|
|
|
|
Commodity index-linked
securities (including leveraged and unleveraged structured
notes), other commodity- linked securities and derivative
instruments that provide exposure to the performance of the
commodities markets, and in other fixed income and debt
instruments, including at least 25% of its assets in commodity-
linked structured notes.
|
|
|
|
Options, futures, options
on futures and swaps.
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
|
Duration
|
|
Interest
|
|
|
|
|
|
|
|
|
Investment
|
|
or
|
|
Rate
|
|
Investment
|
|
Credit
|
|
Other
|
Underlying Fund
|
|
Objectives
|
|
Maturity
|
|
Sensitivity
|
|
Sector
|
|
Quality
|
|
Investments
|
|
|
|
|
|
|
Financial Square Prime
Obligations
|
|
To maximize current income
to the extent consistent with the preservation of capital and
the maintenance of liquidity by investing exclusively in high
quality money market instruments.
|
|
Maximum remaining maturity
of portfolio investments = 13 months at the time of
purchase; Dollar- weighted average portfolio maturity = not
more than 90 days
|
|
|
|
High quality, short-term
fixed income securities
|
|
Minimum = AAA/Aaa or
A-1/P-1
|
|
U.S. Government
Securities, obligations of U.S. banks, commercial paper and
other short-term obligations of U.S. companies, states,
municipalities and other entities and repurchase agreements.
|
|
|
|
|
*
|
|
The Funds duration approximates its
price sensitivity to changes in interest rates.
|
14
Principal Risks of the
Underlying
Funds
Loss of money is a risk of investing in each
Underlying Fund. An investment in an Underlying Fund is not a
deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency. The following summarizes important risks that apply to
the Underlying Funds and may result in a loss of your investment
in a Portfolio. There can be no assurance that an Underlying
Fund will achieve its investment objective.
Risks That Apply
To All Underlying Funds:
|
|
n
|
NAV
Risk
The risk that the NAV of
an Underlying Fund and the value of your investment will
fluctuate.
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by an
Underlying Fund will decline in value. Long-term fixed income
securities will normally have more price volatility because of
this risk than short-term fixed income securities.
|
n
|
Credit/ Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by an Underlying
Fund (which may have low credit ratings) may default on its
obligation to pay interest and repay principal.
|
n
|
Market
Risk
The risk that the value
of the securities in which an Underlying Fund invests may go up
or down in response to the prospects of individual companies,
particular industry sectors or governments and/or general
economic conditions. Price changes may be temporary or last for
extended periods. An Underlying Funds investments may be
overweighted from time to time in one or more industry sectors,
which will increase the Underlying Funds exposure to risk
of loss from adverse developments affecting those sectors.
|
n
|
Derivatives
Risk
The risk that loss may
result from an Underlying Funds investments in options,
futures, swaps, options on swaps, structured securities and
other derivative instruments. These instruments may be illiquid,
difficult to price and leveraged so that small changes may
produce disproportionate losses to an Underlying Fund.
|
n
|
Management
Risk
The risk that a strategy
used by an investment adviser to the Underlying Funds may fail
to produce the intended results.
|
n
|
Liquidity
Risk
The risk that an
Underlying Fund will not be able to pay redemption proceeds
within the time period stated in the Underlying Funds
Prospectus because of unusual market conditions, an unusually
high volume of redemption requests, or other reasons. Underlying
Funds that invest in non-investment grade fixed income
securities, small and mid-capitalization stocks, REITs and
emerging country issuers will be especially subject to the risk
that
|
15
|
|
|
during certain periods the liquidity of
particular issuers or industries, or all securities within
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic,
market or political events, or adverse investor perceptions
whether or not accurate.
|
Risks That Apply
Primarily To The Underlying Fixed Income Funds:
|
|
|
n
|
Call Risk/Prepayment
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a mortgage-backed security)
earlier than expected. This may happen when there is a decline
in interest rates. Under these circumstances the value of the
obligation will decrease, and an Underlying Fund may be unable
to recoup all of its initial investment and will also suffer
from having to reinvest in lower yielding securities.
|
|
n
|
Leverage
Risk
Leverage creates
exposure to gains in a greater amount than the dollar amount
made in an investment by enhancing return or value without
increasing the investment amount. Borrowing and the use of
derivatives result in leverage. Leverage can magnify the effects
of changes in the value of an Underlying Fund and make it more
volatile. Relatively small market movements may result in large
changes in the value of a leveraged investment. An Underlying
Fund will segregate or earmark liquid assets or otherwise cover
transactions that may give rise to such risk, to the extent
required by applicable law. The use of leverage may cause an
Underlying Fund to liquidate portfolio positions to satisfy its
obligations or to meet segregation requirements when it may not
be advantageous to do so.
|
n
|
Tax Consequences
Risk
Adjustments for
inflation to the principal amount of an inflation indexed bond
may give rise to original issue discount, which will be
includable in the Underlying Funds gross income. Please
see the section entitled TaxationDistributions.
|
n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a Mortgage-Backed Security) later
than expected. This may happen when there is a rise in interest
rates. Under these circumstances, the value of the obligation
will decrease, and an Underlying Fund will also suffer from the
inability to invest in higher yielding securities.
|
n
|
U.S. Government Securities
Risk
The risk that the U.S.
government will not provide financial support to U.S. government
agencies, instrumentalities or sponsored enterprises if it is
not obligated to do so by law. Although many types of U.S.
Government Securities may be purchased by the Underlying Funds,
such as those issued by the Federal National Mortgage
Association (Fannie Mae), Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal Home Loan
Banks may be chartered or sponsored by Acts of Congress, their
securities are neither issued nor guaranteed by the United
States Treasury and, therefore, are not backed by the full faith
and credit of the United States. The maximum potential liability
of the issuers of some U.S. Government Securities held by an
Underlying
|
16
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
Fund may greatly exceed their current resources,
including their legal right to support from the U.S. Treasury.
It is possible that these issuers will not have the funds to
meet their payment obligations in the future.
|
Risk That
Applies Primarily To The Underlying Equity Funds:
|
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have in periods experienced
substantial price volatility and may do so again in the future.
|
Risks That Are
Particularly Important For Specific Underlying Funds:
|
|
|
n
|
Non-Diversification
Risk
The Commodity Strategy,
Global Income and Emerging Market Debt Funds are
non-diversified, meaning that each fund is permitted to invest
more of its assets in fewer issuers than diversified
mutual funds. Thus, these funds may be more susceptible to
adverse developments affecting any single issuer held in their
portfolios, and may be more susceptible to greater losses
because of these developments.
|
|
n
|
Sovereign
Risk
Certain Underlying Funds
will be subject to the risk that the issuer of the
non-U.S. sovereign debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay the principal or interest when due. Sovereign
Risk includes the following risks:
|
|
|
|
|
n
|
Political
Risk
The risks associated
with the general political and social environment of a country.
These factors may include among other things government
instability, poor socioeconomic conditions, corruption, lack of
law and order, lack of democratic accountability, poor quality
of the bureaucracy, internal and external conflict, and
religious and ethnic tensions. High political risk can impede
the economic welfare of a country.
|
|
n
|
Economic
Risk
The risks associated
with the general economic environment of a country. These can
encompass, among other things, low quality and growth rate of
Gross Domestic Product (GDP), high inflation or
deflation, high government deficits as a percentage of GDP, weak
financial sector, overvalued exchange rate, and high current
account deficits as a percentage of GDP.
|
|
n
|
Repayment
Risk
The risk associated with
the inability of a country to pay its external debt obligations
in the immediate future. Repayment risk factors may include but
are not limited to high foreign debt as a percentage of GDP,
high foreign debt service as a percentage of exports, low
foreign exchange reserves as a percentage of short-term debt or
exports, and an unsustainable exchange rate structure.
|
|
|
n
|
Foreign
Risk
Certain Underlying Funds
will be subject to risk of loss with respect to their foreign
investments that is not typically associated with domestic
investments. Loss may result because of less foreign government
regulation, less public information and less economic, political
and social stability. Loss may also
|
17
|
|
|
result from the imposition of exchange controls,
confiscations and other government restrictions. The Underlying
Funds will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when an Underlying Fund invests in issuers located in
emerging countries.
|
n
|
Emerging Countries
Risk
Certain Underlying Funds
may invest in emerging country securities. The securities
markets of Asian, Latin, Central and South American, Eastern
European, Middle Eastern, African and other emerging countries
are less liquid, are especially subject to greater price
volatility, have smaller market capitalizations, have less
government regulation and are not subject to as extensive and
frequent accounting, financial and other reporting requirements
as the securities markets of more developed countries. Further,
investment in equity securities of issuers located in certain
emerging countries involves risk of loss resulting from problems
in share registration and custody and substantial economic and
political disruptions. These risks are not normally associated
with investments in more developed countries.
|
n
|
Mid Cap and Small Cap
Risk
Certain Underlying Funds
may invest in small cap and mid cap stocks. The securities of
small capitalization and mid-capitalization companies involve
greater risks than those associated with larger, more
established companies and may be subject to more abrupt or
erratic price movements. Securities of such issuers may lack
sufficient market liquidity to enable an Underlying Fund to
effect sales at an advantageous time or without a substantial
drop in price. Both mid-cap and small-cap companies often have
narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result,
their performance can be more volatile and they face greater
risk of business failure, which could increase the volatility of
an Underlying Funds portfolio. Generally, the smaller the
company size, the greater these risks.
|
n
|
Initial Public Offering (IPO)
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the issuer. The purchase of IPO shares
may involve high transaction costs. IPO shares are subject to
market risk and liquidity risk. When an Underlying Funds
asset base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance will probably decline,
which could reduce the Underlying Funds performance.
|
n
|
Junk Bond
Risk
Certain Underlying Funds
may invest in non-investment grade fixed income securities
(commonly known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of comparable credit quality are subject to
the increased risk of an issuers inability to
|
18
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
meet principal and interest payment obligations.
These securities may be subject to greater price volatility due
to such factors as specific corporate developments, interest
rate sensitivity, negative perceptions of the junk bond markets
generally and less secondary market liquidity. Certain
Underlying Funds may purchase the securities of issuers that are
in default.
|
n
|
Concentration
Risk
The risk that if the
Global Income or Emerging Markets Debt Funds invest more than
25% of its total assets in issuers within the same country,
state, region, currency, industry or economic sector, an adverse
economic, business or political development may affect the value
of the Global Income Funds or Emerging Markets Debt
Funds investments more than if its investments were not so
concentrated. In addition, the Global Income Fund may invest
more than 25% of its total assets in the securities of corporate
and governmental issuers located in each of Canada, Germany,
Japan and the United Kingdom, as well as in the securities of
U.S. issuers. Concentration of the Global Income
Funds investments in such issuers will subject the Fund,
to a greater extent than if investments were less concentrated,
to losses arising from adverse developments affecting those
issuers or countries. The International Real Estate Securities
and Real Estate Securities Funds concentrate their investments
in issuers within the same country, state, region, currency,
industry or economic sector. An adverse economic, business or
political development may affect the value of the International
Real Estate Securities, the Real Estate Securities, the Global
Income or the Emerging Markets Debt Funds investments more
than if its investments were not so concentrated. In addition,
securities of issuers held by an Underlying Fund may lack
sufficient market liquidity to enable an Underlying Fund to sell
the securities at an advantageous time or without a substantial
drop in price.
|
n
|
Non-Hedging Foreign Currency Trading
Risk
The Core Fixed Income,
Global Income, High Yield and Emerging Markets Debt Funds may
engage, to a greater extent than the other Underlying Funds, in
forward foreign currency transactions for speculative purposes.
These Underlying Funds investment advisers may purchase or
sell foreign currencies through the use of forward contracts
based on the investment advisers judgment regarding the
direction of the market for a particular foreign currency or
currencies. In pursuing this strategy, the investment advisers
seek to profit from anticipated movements in currency rates by
establishing long and/or short positions
in forward contracts on various foreign currencies. Foreign
exchange rates can be extremely volatile and a variance in the
degree of volatility of the market or in the direction of the
market from the investment advisers expectations may
produce significant losses to these Underlying Funds.
|
n
|
Commodity
Risk
The Commodity Strategy
Fund invests a significant percentage of its portfolio in
commodity-linked securities. Exposure to the commodities markets
may subject the Fund to greater volatility than investments in
traditional securities. The value of commodity-linked derivative
investments may be affected
|
19
|
|
|
by changes in overall market movements, commodity
index volatility, changes in interest rates, or sectors
affecting a particular industry or commodity, such as drought,
floods, weather, livestock disease, embargoes, tariffs and
international economic, political and regulatory developments.
|
n
|
Absence of
Regulation
The risk for the
Commodity Strategy Fund that in general there is less
governmental regulation and supervision of transactions in the
OTC markets (in which option contracts and certain options
on swaps are generally traded) than of transactions entered into
on organized exchanges.
|
n
|
Counterparty
Risk
Many of the protections
afforded to participants on some organized exchanges, such as
the performance guarantee of an exchange clearing house, might
not be available in connection with OTC transactions entered
into by the Commodity Strategy Fund. Therefore, in those
instances in which the Commodity Strategy Fund enters into OTC
transactions, the Commodity Strategy Fund will be subject to the
risk that its direct counterparty will not perform its
obligations under the transactions and that the Commodity
Strategy Fund will sustain losses.
|
n
|
REIT
Risk
The Real Estate
Securities Fund and the International Real Estate Securities
Fund invest a significant percentage of their portfolios in
REITs. Investing in REITs involves certain unique risks in
addition to those risks associated with investing in the real
estate industry in general. REITs whose underlying properties
are concentrated in a particular industry or geographic region
are also subject to risks affecting such industries and regions.
The securities of REITs involve greater risks than those
associated with larger, more established companies and may be
subject to more abrupt or erratic price movements because of
interest rate changes, economic conditions and other factors.
Securities of such issuers may lack sufficient market liquidity
to enable the Real Estate Securities Fund or the International
Real Estate Securities Fund to effect sales at an advantageous
time or without a substantial drop in price.
|
|
n
|
Inflation Protected Securities
Risk
The value of Inflation
Protected Securities (IPS) generally fluctuates in
response to changes in real interest rates, which are in turn
tied to the relationship between nominal interest rates and the
rate of inflation. Therefore, if inflation were to rise at a
faster rate than nominal interest rates, real interest rates
might decline, leading to an increase in value of IPS. In
contrast, if nominal interest rates increased at a faster rate
than inflation, real interest rates might rise, leading to a
decrease in value of IPS. Although the principal value of IPS
declines in periods of deflation, holders at maturity receive no
less than the par value of the bond. However, if the Inflation
Protected Securities Fund purchases IPS in the secondary market
whose principal values have been adjusted upward due to
inflation since issuance, this Underlying Fund may experience a
loss if there is a subsequent period of deflation. If inflation
is lower than expected during the period the Inflation Protected
Securities Fund holds an
|
|
20
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
|
IPS, the Underlying Fund may earn less on the
security than on a conventional bond. The U.S. Treasury only
began issuing inflation-protected securities (TIPS)
in 1997, and corporations began issuing Corporate Inflation
Protected Securities (CIPS) even more recently. As a
result, the market for such securities may be less developed or
liquid, and more volatile, than certain other securities
markets. Although IPS with different maturities may be issued in
the future, the U.S. Treasury currently issues TIPS in
five-year, ten-year and twenty-year maturities, and CIPS are
currently issued in five-year, seven-year and ten-year
maturities. The U.S. Treasury uses the CPIU as the
measurement for inflation, while other issuers of IPS may use
different indices as the measure of inflation.
|
|
|
n
|
Deflation
Risk
It is possible that
prices throughout the economy may decline over time, resulting
in deflation. If this occurs, the principal and
income of inflation-protected fixed income securities held by an
Underlying Fund would likely decline in price, which could
result in losses for the Underlying Fund.
|
|
|
n
|
CPIU Measurement
Risk
The CPIU is a
measurement of changes in the cost of living, made up of
components such as housing, food, transportation and energy.
There can be no assurance that the CPIU will accurately measure
the real rate of inflation in the prices of goods and services.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. An
Underlying Fund may outperform or underperform other funds that
employ a different investment style. Examples of different
investment styles include growth and value investing. Growth
stocks may be more volatile than other stocks because they are
more sensitive to investor perceptions of the issuing
companys growth of earnings potential. Growth companies
are often expected by investors to increase their earnings at a
certain rate. When these expectations are not met, investors can
punish the stocks inordinately even if earnings showed an
absolute increase. Also, since growth companies usually invest a
high portion of earnings in their business, growth stocks may
lack the dividends of some value stocks that can cushion stock
prices in a falling market. Growth oriented funds will typically
underperform when value investing is in favor. Value stocks are
those that are undervalued in comparison to their peers due to
adverse business developments or other factors.
|
More information about the portfolio securities
and investment techniques of the Underlying Funds, and their
associated risks, is provided in Appendix A. You should
consider the investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
21
HOW
THE PORTFOLIOS HAVE PERFORMED
|
|
|
|
As the Portfolios have not yet commenced
investment operations as of the date of this Prospectus, there
is no performance information quoted for the Portfolios.
|
22
Portfolio Fees and Expenses
(Service Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Service Shares of a Portfolio.
|
|
|
|
|
|
|
|
Retirement Strategy 2010 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
|
|
|
1.65%
|
|
|
Service
Fees
2
|
|
|
0.25
|
%
|
|
Shareholder
Administration Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
3
*
|
|
|
1.15
|
%
|
Underlying Fund
Expenses
4
|
|
|
0.78%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.43%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.58%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Retirement Strategy 2010 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
3
|
|
|
0.05
|
%
|
Underlying Fund Expenses
4
|
|
|
0.67%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
1.22%
|
|
|
Total Portfolio Operating Expenses (after current
waivers and expense limitations)
|
|
|
1.32%
|
|
|
23
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
|
Retirement Strategy 2015 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
|
|
|
1.65%
|
|
|
Service
Fees
2
|
|
|
0.25
|
%
|
|
Shareholder
Administration Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
3
*
|
|
|
1.15
|
%
|
Underlying Fund
Expenses
4
|
|
|
0.80%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.45%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.60%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Fund Operating Expenses
shown in the table above do not reflect voluntary management fee
waivers and expense limitation agreements currently in place
with respect to the Fund. The Funds Management
Fees, Other Expenses, and Total Fund
Operating Expenses, after application of current
management fee waivers and expense limitation agreements, are as
set forth below. These management fee waivers and expense
limitation agreements may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Retirement Strategy 2015 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
3
|
|
|
0.05
|
%
|
Underlying Fund Expenses
4
|
|
|
0.69%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
1.24%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.34%
|
|
|
|
24
PORTFOLIO FEES AND EXPENSES
|
|
|
|
|
|
|
|
Retirement Strategy 2020 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
|
|
|
1.65%
|
|
|
Service
Fees
2
|
|
|
0.25
|
%
|
|
Shareholder
Administration Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
3
*
|
|
|
1.15
|
%
|
Underlying Fund
Expenses
4
|
|
|
0.82%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.47%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.62%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Fund Operating Expenses
shown in the table above do not reflect voluntary management fee
waivers and expense limitation agreements currently in place
with respect to the Fund. The Funds Management
Fees, Other Expenses, and Total Fund
Operating Expenses, after application of current
management fee waivers and expense limitation agreements, are as
set forth below. These management fee waivers and expense
limitation agreements may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Retirement Strategy 2020 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
3
|
|
|
0.05
|
%
|
Underlying Fund Expenses
4
|
|
|
0.70%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
1.25%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.35%
|
|
|
25
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
|
Retirement Strategy 2030 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
|
|
|
1.65%
|
|
|
Service
Fees
2
|
|
|
0.25
|
%
|
|
Shareholder
Administration Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
3
*
|
|
|
1.15
|
%
|
Underlying Fund
Expenses
4
|
|
|
0.84%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.49%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.64%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Fund Operating Expenses
shown in the table above do not reflect voluntary management fee
waivers and expense limitation agreements currently in place
with respect to the Fund. The Funds Management
Fees, Other Expenses, and Total Fund
Operating Expenses, after application of current
management fee waivers and expense limitation agreements, are as
set forth below. These management fee waivers and expense
limitation agreements may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Retirement Strategy 2030 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
3
|
|
|
0.05
|
%
|
Underlying Fund Expenses
4
|
|
|
0.72%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
1.27%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.37%
|
|
|
26
PORTFOLIO FEES AND EXPENSES
|
|
|
|
|
|
|
|
Retirement Strategy 2040 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
|
|
|
1.65%
|
|
|
Service
Fees
2
|
|
|
0.25
|
%
|
|
Shareholder
Administration Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
3
*
|
|
|
1.15
|
%
|
Underlying Fund
Expenses
4
|
|
|
0.86%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.51%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.66%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses shown in the table above do not reflect voluntary
management fee waivers and expense limitation agreements
currently in place with respect to the Portfolio. The
Portfolios Management Fees, Other
Expenses, and Total Portfolio Operating
Expenses, after application of current management fee
waivers and expense limitation agreements, are as set forth
below. These management fee waivers and expense limitation
agreements may be modified or terminated at any time at the
option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Portfolio Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Retirement Strategy 2040 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
3
|
|
|
0.05
|
%
|
Underlying Fund Expenses
4
|
|
|
0.73%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
1.28%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.38%
|
|
|
27
Portfolio Fees and
Expenses
continued
|
|
|
|
|
|
|
|
Retirement Strategy 2050 Portfolio
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Portfolio
Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
|
Management Fees (for asset
allocation)
1
*
|
|
|
0.15%
|
|
Other Expenses
|
|
|
1.65%
|
|
|
Service
Fees
2
|
|
|
0.25
|
%
|
|
Shareholder
Administration Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
3
*
|
|
|
1.15
|
%
|
Underlying Fund
Expenses
4
|
|
|
0.89%
|
|
|
Total Other and Underlying
Fund Expenses
|
|
|
2.54%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
2.69%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Fund Operating Expenses
shown in the table above do not reflect voluntary management fee
waivers and expense limitation agreements currently in place
with respect to the Fund. The Funds Management
Fees, Other Expenses, and Total Fund
Operating Expenses, after application of current
management fee waivers and expense limitation agreements, are as
set forth below. These management fee waivers and expense
limitation agreements may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Retirement Strategy 2050 Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
1
|
|
|
0.10%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
3
|
|
|
0.05
|
%
|
Underlying Fund Expenses
4
|
|
|
0.75%
|
|
|
Total Other and Underlying Fund Expenses
|
|
|
1.30%
|
|
|
Total Portfolio Operating Expenses (after expense
limitations)
|
|
|
1.40%
|
|
|
28
PORTFOLIO FEES AND EXPENSES
|
|
|
|
1
|
|
The Investment Adviser is entitled to a
management fee at an annual rate of 0.15% of the average daily
net assets of each Portfolio. Additionally, as of the date of
this Prospectus, the Investment Adviser is voluntarily waiving a
portion of its management fee equal to 0.05% based on the
average daily net assets of each Portfolio.
|
|
|
2
|
|
Service Organizations may charge other fees to
their customers who are beneficial owners of Service Shares in
connection with their customers accounts. Such fees may
affect the return customers realize with respect to their
investments.
|
|
|
3
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.04%
of the average daily net assets of each Portfolios Service
Shares, plus all other ordinary expenses not detailed above. The
Investment Manager has voluntarily agreed to reduce or limit
Other Expenses of each Portfolio (excluding
management fees, transfer agency fees and expenses, taxes,
interest, brokerage fees and litigation, indemnification,
shareholder meetings and other extraordinary expenses exclusive
of any expense offset arrangements) to 0.014% of each
Portfolios average daily net assets.
|
|
|
4
|
|
Underlying Fund Expenses for each
Portfolio are based upon the strategic allocation of each
Portfolios investment in the Underlying Funds and upon the
actual total operating expenses of the Underlying Funds
(including any current waivers and expense limitations of the
Underlying Funds). Actual Underlying Fund Expenses incurred by
each Portfolio may vary with changes in the allocation of each
Portfolios assets among the Underlying Funds and with
other events that directly affect the expenses of the Underlying
Funds.
|
|
29
PORTFOLIO FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in a Portfolio (without waivers
and expense limitations) with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in
Service Shares of a Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each
year and that a Portfolios operating expenses remain the
same. Although your actual costs may be higher or lower, based
on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
Portfolio
|
|
1 Year
|
|
3 Years
|
|
|
Retirement Strategy
2010 Portfolio
|
|
$
|
261
|
|
|
$
|
802
|
|
|
Retirement Strategy
2015 Portfolio
|
|
$
|
263
|
|
|
$
|
808
|
|
|
Retirement Strategy
2020 Portfolio
|
|
$
|
265
|
|
|
$
|
814
|
|
|
Retirement Strategy
2030 Portfolio
|
|
$
|
267
|
|
|
$
|
820
|
|
|
Retirement Strategy
2040 Portfolio
|
|
$
|
269
|
|
|
$
|
826
|
|
|
Retirement Strategy
2050 Portfolio
|
|
$
|
272
|
|
|
$
|
835
|
|
|
Service Organizations that invest in Service
Shares on behalf of their customers may charge other fees
directly to their customer accounts in connection with their
investments. You should contact your Service Organization for
information regarding such charges. Such fees, if any, may
affect the return such customers realize with respect to their
investments.
Certain Service Organizations that invest in
Service Shares may receive other compensation in connection with
the sale and distribution of Service Shares or for services to
their customers accounts and/or the Portfolios. For
additional information regarding such compensation, see
Shareholder Guide in the Prospectus and
Payments to Intermediaries in the Additional
Statement.
30
|
|
|
Investment Adviser
|
|
Portfolio
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Retirement Strategy
2010
Retirement Strategy 2015
Retirement Strategy 2020
Retirement Strategy 2030
Retirement Strategy 2040
Retirement Strategy 2050
|
|
|
|
|
Except
as noted below, GSAM also serves as investment adviser to each
Underlying Fund.
|
|
|
|
|
|
Underlying Fund
|
|
|
Goldman Sachs Asset
Management International (GSAMI)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
|
|
Global Income
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman Sachs.
GSAMI, a member of the Investment Management Regulatory
Organization Limited since 1990 and a registered investment
adviser since 1991, is an affiliate of Goldman Sachs. As of
March 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $660.8 billion.
|
|
|
|
Under an Asset Allocation Management Agreement
with each Portfolio, the Investment Adviser, subject to the
general supervision of the Trustees, provides advice as to each
Portfolios investment transactions, including
determinations concerning changes to (a) the Underlying
Funds in which the Portfolios may invest; and (b) the
percentage range of assets of any Portfolio that may be invested
in the Underlying Equity Funds and the Underlying Fixed Income
Funds as separate groups.
|
|
|
The Investment Adviser also performs the
following additional services for the Portfolios:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Portfolios
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Portfolios
|
31
|
|
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Portfolio
|
|
n
|
Provides office space and all necessary office
equipment and services
|
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Portfolios average daily net assets):
|
|
|
|
|
|
Portfolio
|
|
Contractual Rate
|
|
|
|
|
|
Retirement Strategy 2010
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2015
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2020
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2030
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2040
Portfolio
|
|
|
0.15%
|
|
|
Retirement Strategy 2050
Portfolio
|
|
|
0.15%
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its advisory fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
In addition, each Portfolio, as a shareholder in
the Underlying Funds, will indirectly bear a proportionate share
of any investment management fees and other expenses paid by the
Underlying Funds. The following chart shows the total net
operating expense ratios (management fee plus other operating
expenses) of Institutional Shares of each Underlying Fund in
which the Portfolios may invest after applicable fee waivers and
expense limitations, as of the end of each Underlying
Funds most recent fiscal year. In addition, the following
chart shows the contractual investment management fees payable
to the Investment Adviser or its affiliates by the Underlying
Funds (in each case as an annualized percentage of an Underlying
Funds average daily net assets). Absent voluntary fee
waivers
|
32
SERVICE PROVIDERS
|
|
|
and/or expense
reimbursements, which may be discontinued at any time, the total
operating expense ratios of certain Underlying Funds would be
higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net
|
|
|
|
|
|
|
Operating
|
|
|
|
|
Expense
|
Underlying Fund
|
|
Management Fee
|
|
Ratio
|
|
|
Short Duration Government
|
|
First $1 billion
|
|
0.50%
|
|
|
0.54%
|
|
|
|
Next $1 billion
|
|
0.45%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.43%
|
|
|
|
|
|
Core Fixed Income
|
|
First $1 billion
|
|
0.40%
|
|
|
0.46%
|
|
|
|
Next $1 billion
|
|
0.36%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.34%
|
|
|
|
|
|
Global Income
|
|
First $1 billion
|
|
0.65%
|
|
|
0.69%
|
|
|
|
Next $1 billion
|
|
0.59%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.56%
|
|
|
|
|
|
High Yield
|
|
First $2 billion
|
|
0.70%
|
|
|
0.75%
|
|
|
|
Over $2 billion
|
|
0.63%
|
|
|
|
|
|
Structured Large Cap Growth
|
|
First $1 billion
|
|
0.65%
|
|
|
0.55%
|
|
|
|
Next $1 billion
|
|
0.59%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.56%
|
|
|
|
|
|
Structured Large Cap Value
|
|
First $1 billion
|
|
0.60%
|
|
|
0.55%
|
|
|
|
Next $1 billion
|
|
0.54%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.51%
|
|
|
|
|
|
Structured Small Cap Equity
|
|
First $2 billion
|
|
0.85%
|
|
|
0.85%
|
|
|
|
Over $2 billion
|
|
0.77%
|
|
|
|
|
|
Structured International
Equity
|
|
First $1 billion
|
|
0.85%
|
|
|
0.85%
|
|
|
|
Next $1 billion
|
|
0.77%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.73%
|
|
|
|
|
|
Emerging Markets Debt
|
|
First $2 billion
|
|
0.80%
|
|
|
0.88%
|
|
|
|
Over $2 billion
|
|
0.72%
|
|
|
|
|
|
Real Estate Securities
|
|
First $1 billion
|
|
1.00%
|
|
|
1.04%
|
|
|
|
Next $1 billion
|
|
0.90%
|
|
|
|
|
|
|
Over $2 billion
|
|
0.86%
|
|
|
|
|
|
International Real Estate
Securities
|
|
First $2 billion
|
|
1.05%
|
|
|
1.13%
|
|
|
|
Over $2 billion
|
|
0.95%
|
|
|
|
|
|
Inflation Protected
Securities
|
|
First $1 billion
|
|
0.33%
|
|
|
N/A
|
*
|
|
|
Next $1 billion
|
|
0.30%
|
|
|
|
|
|
|
Over 2 billion
|
|
0.28%
|
|
|
|
|
|
Commodity Strategy
|
|
First $2 billion
|
|
0.50%
|
|
|
0.58%
|
|
|
|
Over $2 billion
|
|
0.45%
|
|
|
|
|
|
Financial Square Prime
Obligations
|
|
|
|
0.16%
|
|
|
0.18%
|
|
|
* This Fund commenced operations on
August 31, 2007.
33
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Portfolios will be available in the Portfolios semi-annual
report dated February 29, 2008.
|
|
|
|
Robert B. Litterman, Ph.D., a Managing Director
of Goldman Sachs, is the co-developer, along with the late
Fischer Black, of the Black-Litterman Global Asset Allocation
Model, a key tool in the investment management divisions
(IMD) asset allocation process. As Director of
Quantitative Resources, Dr. Litterman oversees Quantitative
Equities, the Quantitative Strategies Group, and the Global
Investment Strategies Group. In total, these groups include over
100 professionals. Prior to moving to IMD, Dr. Litterman,
who became a Partner in 1994, was the head of the Firmwide Risk
department. Preceding that time, Dr. Litterman spent eight
years in the Fixed Income Divisions research department
where he was co-director of the research and model development
group.
|
|
|
Quantitative
Strategies Group
|
|
|
|
|
n
|
The Quantitative Strategies Group consists of
over 60 professionals, including 10 Ph.Ds, with extensive
academic and practitioner experience
|
|
n
|
Disciplined, quantitative models are used to
determine the relative attractiveness of the worlds stock,
bond and currency markets
|
|
n
|
Theory and economic intuition guide the
investment process
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark M. Carhart, Ph.D.,
CFA
Managing Director, Co-Head
and Co-Chief Investment Officer
Quantitative Strategies
|
|
Since
2007
|
|
Dr. Carhart joined the
Investment Adviser as a member of the Quantitative Strategies
team in 1997 and became Co-Head of the Quantitative Strategies
team in 1998.
|
|
Ray Iwanowski
Managing Director, Co-Head
and Co-Chief Investment Officer
Quantitative Strategies
|
|
Since
2007
|
|
Mr. Iwanowski
joined the Investment Adviser as a member of the Quantitative
Strategies team in 1997 and became Co-head of the Quantitative
Strategies team in 1998.
|
|
Katinka Domotorffy,
CFA
Managing Director and Senior Portfolio Manager
|
|
Since
2007
|
|
Ms. Domotorffy joined
the Investment Adviser as a member of the Quantitative
Strategies Group in 1998.
|
|
|
|
|
Mark Carhart and Ray Iwanowski, as Co-Heads and
Co-Chief Investment Officers of the Quantitative Strategies
team, are ultimately responsible for the Portfolios
investment process. Katinka Domotorffy manages the
implementation and execution process. The strategic and tactical
allocations are model-driven and generated by a computer-powered
optimizer. The portfolio management team collectively decides on
constraints and adjustments to the trades generated by the
quantitative models.
|
34
SERVICE PROVIDERS
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Portfolios, see the Additional Statement.
|
DISTRIBUTOR
AND TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Portfolios shares.
Goldman Sachs, 71 S. Wacker Drive, Chicago, Illinois 60606,
also serves as each Portfolios transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Underlying Funds
or Portfolios. Goldman Sachs reserves the right to redeem at any
time some or all of the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
an Underlying Fund or limit an Underlying Funds investment
activities. Goldman Sachs is a full service investment banking,
broker dealer, asset management and financial services
organization and a major participant in global financial
markets. As such, it acts as an investor, investment banker,
research provider, investment manager, financier, advisor,
market maker, trader, prime broker, lender, agent and principal,
and has other direct and indirect interests, in the global fixed
income, currency, commodity, equity and other markets in which
the Underlying Funds directly and indirectly invest. Thus, it is
likely that the Underlying Funds will have multiple business
relationships with and will invest in, engage in transactions
with, make voting decisions with respect to, or obtain services
from entities for which Goldman Sachs performs or seeks to
perform investment banking or other services. Goldman Sachs and
its affiliates engage in proprietary trading and advise accounts
and funds which have investment objectives similar to those of
the Underlying Funds and/or which engage in and compete for
transactions in the same types of securities, currencies and
instruments as the Underlying Funds. Goldman Sachs and its
affiliates will not have any obligation to make available any
information regarding their proprietary activities or
strategies, or the activities or strategies used for other
accounts managed by them, for the benefit of the management of
the Underlying Funds. The results of an Underlying Funds
investment activities, therefore, may differ from
|
35
|
|
|
those of Goldman Sachs, its affiliates, and other
accounts managed by Goldman Sachs and it is possible that an
Underlying Fund could sustain losses during periods in which
Goldman Sachs and its affiliates and other accounts achieve
significant profits on their trading for proprietary or other
accounts. In addition, the Underlying Funds may, from time to
time, enter into transactions in which Goldman Sachs or its
other clients have an adverse interest. Furthermore,
transactions undertaken by Goldman Sachs, its affiliates or
Goldman Sachs advised clients may adversely impact the
Underlying Funds. Transactions by one or more Goldman Sachs
advised clients or the Investment Adviser may have the effect of
diluting or otherwise disadvantaging the values, prices or
investment strategies of the Underlying Funds. An Underlying
Funds activities may be limited because of regulatory
restrictions applicable to Goldman Sachs and its affiliates,
and/or their internal policies designed to comply with such
restrictions. As a global financial services firm, Goldman Sachs
also provides a wide range of investment banking and financial
services to issuers of securities and investors in securities.
Goldman Sachs, its affiliates and others associated with it may
create markets or specialize in, have positions in and affect
transactions in, securities of issuers held by the Underlying
Funds, and may also perform or seek to perform investment
banking and financial services for those issuers. Goldman Sachs
and its affiliates may have business relationships with and
purchase or distribute or sell services or products from or to
distributors, consultants or others who recommend the Underlying
Funds or who engage in transactions with or for the Underlying
Funds. For more information about conflicts of interest, see the
Additional Statement.
|
|
|
Under a securities lending program approved by
the Trusts Board of Trustees, the Underlying Funds may
retain an affiliate of the Investment Adviser to serve as the
securities lending agent for each Underlying Fund to the extent
that the Underlying Funds engage in the securities lending
program. For these services, the lending agent may receive a fee
from the Underlying Funds, including a fee based on the returns
earned on the Underlying Funds investment of the cash
received as collateral for the loaned securities. In addition,
the Underlying Funds may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the
Underlying Funds portfolio investment transactions.
|
36
|
|
|
Dividends
|
|
|
Each Portfolio pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
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|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Portfolio
|
|
n
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Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the Additional
Statement.
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|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to Goldman
Sachs at any time before the record date for a particular
dividend or distribution. If you do not indicate any choice,
your dividends and distributions will be reinvested
automatically in the applicable Portfolio.
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
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|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
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|
Investment
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Income
|
|
Capital Gains
|
Portfolio
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Dividends
|
|
Distributions
|
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|
Retirement Strategy 2010
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2015
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2020
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2030
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2040
Portfolio
|
|
Annually
|
|
Annually
|
|
Retirement Strategy 2050
Portfolio
|
|
Annually
|
|
Annually
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From time to time a portion of a Portfolios
dividends may constitute a return of capital for tax purposes,
and/or may include amounts in excess of the Portfolios net
investment income for the period calculated in accordance with
good accounting practice.
|
37
|
|
|
When you purchase shares of a Portfolio, part of
the NAV per share may be represented by undistributed income or
undistributed realized gains that have previously been earned by
the Portfolio. Therefore, subsequent distributions on such
shares from such income or realized gains may be taxable to you
even if the NAV of the shares is, as a result of the
distributions, reduced below the cost of such shares and the
distributions (or portions thereof) represent a return of a
portion of the purchase price.
|
38
|
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|
Shareholder Guide
|
|
|
The following section will provide you with
answers to some of the most often asked questions regarding
buying and selling the Funds Service Shares.
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|
|
|
How Can
I Purchase Service Shares Of The Funds?
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|
|
Generally, Service Shares may be purchased only
through institutions that have agreed to provide personal and
account maintenance and shareholder administration services to
their customers who are the beneficial owners of Service Shares.
These institutions are called Service Organizations.
Customers of a Service Organization will normally give their
purchase instructions to the Service Organization, and the
Service Organization will, in turn, place purchase orders with
Goldman Sachs. Service Organizations will set times by which
purchase orders and payments must be received by them from their
customers. Generally, Service Shares may be purchased from the
Funds on any business day at their NAV next determined after
receipt of an order by Goldman Sachs from a Service
Organization. No sales load is charged. Purchases of Service
Shares must be settled within three business days of receipt of
a complete purchase order.
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|
Service Organizations are responsible for
transmitting purchase orders and payments to Goldman Sachs in a
timely fashion. Service Organizations should either:
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|
|
n
|
Place an order with Goldman Sachs at
1-800-621-2550 and wire federal funds on the next business day;
or
|
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n
|
Send a check or Federal Reserve draft payable to
Goldman Sachs Funds(Name of Fund and Class of Shares),
P.O. Box 06050, Chicago, IL 60606-6306. The Fund will not accept
a check drawn on foreign banks, third-party checks, temporary
checks, electronic checks, cash or cash equivalents, e.g.,
cashiers checks, official bank checks, drawer checks,
money orders, travelers cheques or credit card checks. In
limited situations involving the transfer of retirement assets,
a Fund may accept cashiers checks or official bank checks.
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|
|
What Do
I Need To Know About Service Organizations?
|
|
Service Organizations may provide the following
services in connection with their customers investments in
Service Shares:
|
|
|
|
|
n
|
Personal and account maintenance services; and
|
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n
|
Shareholder administration services.
|
39
|
|
|
Personal and account maintenance services include:
|
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|
|
n
|
Providing facilities to answer inquiries and
responding to correspondence with the Service
Organizations customers
|
|
n
|
Acting as liaison between the Service
Organizations customers and the Trust
|
|
n
|
Assisting customers in completing application
forms, selecting dividend and other options, and similar services
|
|
|
|
Shareholder administration services include:
|
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|
|
|
n
|
Acting, directly or through an agent, as the sole
shareholder of record
|
|
n
|
Maintaining account records for customers
|
|
n
|
Processing orders to purchase, redeem and
exchange shares for customers
|
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n
|
Processing payments for customers
|
|
|
|
Some (but not all) Service Organizations are
authorized to accept, on behalf of the Trust, purchase,
redemption and exchange orders placed by or on behalf of their
customers and may designate other intermediaries to accept such
orders, if approved by the Trust. In these cases:
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|
|
|
|
n
|
A Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
Service Organization or intermediary on a business day, and the
order will be priced at the Funds NAV per share next
determined after such acceptance.
|
|
n
|
Service Organizations or intermediaries will be
responsible for transmitting accepted orders and payments to the
Trust within the time period agreed upon by them.
|
|
|
|
You should contact your Service Organization
directly to learn whether it is authorized to accept orders for
the Trust.
|
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|
Pursuant to a service plan and a separate
shareholder administration plan adopted by the Trusts
Board of Trustees, Service Organizations are entitled to receive
payments for their services from the Trust. These payments are
equal to 0.25% (annualized) for personal and account maintenance
services plus an additional 0.25% (annualized) for shareholder
administration services of the average daily net assets of the
Service Shares of the Funds that are attributable to or held in
the name of the Service Organization for its customers.
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments to Service Organizations and other
financial intermediaries (Intermediaries) from time
to time to promote the sale, distribution and/or servicing of
shares of the Funds and other Goldman Sachs Funds. These
payments are made out of the Investment Advisers,
Distributors and/or their affiliates own assets, and
are not an additional charge to the Funds. The payments are in
addition to the service fees described in this Prospectus. Such
payments are intended to compensate
|
40
SHAREHOLDER GUIDE
|
|
|
Intermediaries for, among other things: marketing
shares of the Funds and other Goldman Sachs Funds, which may
consist of payments relating to Funds included on preferred or
recommended fund lists or in certain sales programs from time to
time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor
various educational programs, sales contests and/or promotions.
The additional payments by the Investment Adviser, Distributor
and/or their affiliates may also compensate Intermediaries for
subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these
services by the Funds. The amount of these additional payments
is normally not expected to exceed 0.50% (annualized) of the
amount sold or invested through the Intermediaries. Please refer
to the Payments to Intermediaries section of the
Additional Statement for more information about these payments.
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates may be different for
different Intermediaries. The presence of these payments and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Service Organization or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
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|
|
In addition to Service Shares, each Fund also
offers other classes of shares to investors. These other share
classes are subject to different fees and expenses (which affect
performance), have different minimum investment requirements and
are entitled to different services than Service Shares.
Information regarding these other share classes may be obtained
from your sales representative or from Goldman Sachs by calling
the number on the back cover of this Prospectus.
|
|
|
What Is
My Minimum Investment In The Funds?
|
|
The Funds do not have any minimum purchase or
account requirements with respect to Service Shares. A Service
Organization may, however, impose a minimum amount for initial
and subsequent investments in Service Shares, and may establish
other requirements such as a minimum account balance. A Service
Organization may redeem Service Shares held by non-complying
accounts, and may impose a charge for any special services.
|
41
|
|
|
What
Else Should I Know About Share Purchases?
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of Service
Shares of a Fund is evident, or if purchases, sales or exchanges
are, or a subsequent abrupt redemption might be, of a size that
would disrupt the management of a Fund.
|
|
n
|
Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
|
|
|
|
Generally, the Funds will not allow non-U.S.
citizens and certain U.S. citizens residing outside the United
States to open an account directly with the Funds.
|
|
|
The Funds may allow Service Organizations to
purchase shares with securities instead of cash if consistent
with a Funds investment policies and operations and if
approved by the Funds Investment Adviser.
|
|
|
|
Customer Identification
Program.
Federal law requires the
Funds to obtain, verify and record identifying information,
which may include the name, residential or business street
address, date of birth (for an individual), Social Security
Number or taxpayer identification number and/or other
identifying information, for each investor who opens an account
with the Funds. Applications without the required information,
which will be reviewed solely for customer identification
purposes, may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Funds are unable to verify an investors identity. The
Funds and their agents will not be responsible for any loss in
an investors account resulting from the investors
delay in providing all required identifying information or from
closing an account and redeeming an investors shares
pursuant to the customer identification program.
|
|
|
|
How Are
Shares Priced?
|
|
The price you pay or receive when you buy Service
Shares is Funds next determined NAV for a share class. The
price you receive when you sell Service
|
42
SHAREHOLDER GUIDE
|
|
|
Shares is Funds next determined NAV for a
share class with the redemption proceeds reduced by any
applicable charge. The Funds calculate NAV as follows:
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
(Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
The Funds investments in other registered
mutual funds such as the Underlying Funds are valued based on
the NAV of those mutual funds (which may use fair value pricing
as discussed below).
|
|
|
The investments of the Funds and the Underlying
Funds are valued based on market quotations or if market
quotations are not readily available, or if the Investment
Adviser believes that such quotations do not accurately reflect
fair value, the fair value of the investments may be determined
in good faith under procedures established by the Trustees.
|
|
|
For Underlying Funds that invest a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value for a particular
security or if the value does not meet the established criteria
for the Underlying Funds, the most recent closing price for such
a security on its principal exchange will generally be its fair
value on such date.
|
|
|
In addition, the investment adviser of an
Underlying Fund, consistent with applicable regulatory guidance,
may determine to make an adjustment to the previous closing
prices of either domestic or foreign securities in light of
significant events, to reflect what it believes to be the fair
value of the securities at the time of determining an Underlying
Funds NAV. Significant events that could affect a large
number of securities in a particular market may include, but are
not limited to: situations relating to one or more single
issuers in a market sector; significant fluctuations in foreign
markets; market disruptions or market closings; governmental
actions or other developments; as well as the same or similar
events which may affect specific issuers or the securities
markets even though not tied directly to the securities markets.
Other significant events that could relate to a single issuer
may include, but are not limited to: corporate actions such as
reorganizations, mergers and buy-outs; corporate announcements
on earnings; significant litigation; and regulatory news such as
governmental approvals.
|
43
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Underlying
Fund shares. However, it involves the risk that the values used
by the Underlying Funds to price their investments may be
different from those used by other investment companies and
investors to price the same investments.
|
|
|
|
|
n
|
NAV per share of each class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or such other times as
the New York Stock Exchange or NASDAQ market may officially
close. Fund shares will generally not be priced on any day the
New York Stock Exchange is closed.
|
|
n
|
When you buy shares, you pay the NAV next
calculated
after
the Funds receive your order in proper
form.
|
|
n
|
When you sell shares, you receive the NAV next
calculated
after
the Funds receive your order in proper
form.
|
|
n
|
The Trust reserves the right to reprocess
purchase (including divided re-investments), redemption and
exchange transactions that were processed at an NAV other than a
Funds official closing NAV that is subsequently adjusted,
and to recover amounts from (or distribute amounts to)
shareholders accordingly based on the official closing NAV as
adjusted.
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
|
|
Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a Funds net asset value on the business day
following trade date (T+1). The use of T+1 accounting generally
does not, but may, result in a net asset value that differs
materially from the net asset value that would result if all
transactions were reflected on their trade dates.
|
|
|
Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal Reserve wire payment
system is open. To learn whether a Fund is open for business
during this situation, please call 1-800-621-2550.
|
|
|
Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund holds
foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
|
44
SHAREHOLDER GUIDE
|
|
|
How Can
I Sell Service Shares Of The Funds?
|
|
Generally, Service Shares may be sold (redeemed)
only through Service Organizations. Customers of a Service
Organization will normally give their redemption instructions to
the Service Organization, and the Service Organization will, in
turn, place redemption orders with the Funds.
Generally, each
Fund will redeem its Service Shares upon request on any business
day at their NAV next determined after receipt of such request
in proper form.
Redemption proceeds may be sent to
recordholders by check or by wire (if the wire instructions are
on record).
|
|
|
A Service Organization may request redemptions in
writing or by telephone if the optional telephone redemption
privilege is elected on the Account Application.
|
|
|
|
|
|
|
|
|
By Writing:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606-6306
|
|
By Telephone:
|
|
1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)
|
|
|
|
|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person (a Medallion signature guarantee
may be required). The written request may be confirmed by
telephone with both the requesting party and the designated bank
account to verify instructions.
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee may be required
if:
|
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record.
|
|
|
|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
|
|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm
|
45
|
|
|
that such instructions are genuine. If reasonable
procedures are not employed, the Trust may be liable for any
loss due to unauthorized or fraudulent transactions. The
following general policies are currently in effect:
|
|
|
|
|
n
|
All telephone requests are recorded.
|
|
n
|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person designated in the current records
of the Transfer Agent. The written request may be confirmed by
telephone with both the requesting party and the designated bank
account to verify instructions.
|
|
n
|
For the 30-day period following a change of
address, telephone redemptions will generally be filled by a
wire transfer to the bank account designated in the current
records of the Transfer Agent (see immediately preceding bullet
point).
|
|
n
|
The telephone redemption option may be modified
or terminated at any time.
|
|
|
|
Note: It may be difficult to make telephone
redemptions in times of drastic economic or market
conditions.
|
|
|
How Are
Redemption Proceeds Paid?
|
|
By
Wire:
The Funds will arrange
for redemption proceeds to be wired as federal funds to the
domestic bank account designated in the current records of the
Transfer Agent. The following general policies govern wiring
redemption proceeds:
|
|
|
|
|
n
|
Redemption proceeds will normally be wired on the
next business day in federal funds (for a total of one business
day delay), but may be paid up to three business days following
receipt of a properly executed wire transfer redemption request.
|
|
n
|
Although redemption proceeds will normally be
wired as described above, under certain circumstances,
redemption requests or payments may be postponed or suspended as
permitted pursuant to Section 22(e) of the Investment
Company Act. Generally, under that section, redemption requests
or payments may be postponed or suspended if (i) the New
York Stock Exchange is closed for trading or trading is
restricted; (ii) an emergency exists which makes the
disposal of securities owned by a Fund or the fair determination
of the value of a Funds net assets not reasonably
practicable; or (iii) the SEC by order permits the
suspension of the right of redemption.
|
|
n
|
If the shares to be sold were recently paid for
by check, the Fund will pay the redemption proceeds when the
check has cleared, which may take up to 15 days.
|
|
n
|
If the Federal Reserve Bank is closed on the day
that the redemption proceeds would ordinarily be wired, wiring
the redemption proceeds may be delayed one additional business
day.
|
|
|
n
|
To change the bank designated in the current
records of the Transfer Agent, you must send written
instructions signed by an authorized person to the Service
Organization.
|
|
46
SHAREHOLDER GUIDE
|
|
|
|
n
|
Neither the Trust nor Goldman Sachs assumes any
responsibility for the performance of intermediaries or your
Service Organization in the transfer process. If a problem with
such performance arises, you should deal directly with such
intermediaries or Service Organization.
|
|
|
|
By
Check:
A recordholder may
elect in writing to receive redemption proceeds by check.
Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of receipt of a
properly executed redemption request. If the shares to be sold
were recently paid for by check, the Fund will pay the
redemption proceeds when the check has cleared, which may take
up to 15 days.
|
|
|
What
Else Do I Need To Know About Redemptions?
|
|
The following generally applies to redemption
requests:
|
|
|
|
|
n
|
Additional documentation may be required when
deemed appropriate by the Transfer Agent. A redemption request
will not be in proper form until such additional documentation
has been received.
|
|
n
|
Service Organizations are responsible for the
timely transmittal of redemption requests by their customers to
the Transfer Agent. In order to facilitate the timely
transmittal of redemption requests, Service Organizations may
set times by which they must receive redemption requests.
Service Organizations may also require additional documentation
from you.
|
|
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Redeem your shares in the event a Service
Organizations relationship with Goldman Sachs is
terminated and you do not transfer your account to another
Service Organization with a relationship with Goldman Sachs. The
Trust will not be responsible for any loss in an investors
account or tax liability resulting from a redemption.
|
|
n
|
Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
|
|
n
|
Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
|
|
n
|
Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) or other distributions
which you have elected to receive by check should your check be
returned to a Fund as undeliverable or remain uncashed for six
months. This provision may not apply to certain retirement or
qualified accounts or to a closed account. No interest will
accrue on amounts represented.
|
|
n
|
Charge an additional fee in the event a
redemption is made via wire transfer.
|
47
|
|
|
Can I
Exchange My Investment From One Fund To Another?
|
|
A Service Organization may exchange Service
Shares of a Fund at NAV for Service Shares of another Goldman
Sachs Fund. The exchange privilege may be materially modified or
withdrawn at any time upon 60 days written notice.
|
|
|
|
|
|
|
Instructions For Exchanging Shares:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
The
recordholder name(s) and signature(s)
|
|
|
n
The
account number
|
|
|
n
The
Fund names and Class of Shares
|
|
|
n
The
dollar amount to be exchanged
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
06050
Chicago, IL 60606-6306
|
|
By Telephone:
|
|
If you have elected the
telephone exchange privilege on your Account Application:
|
|
|
n
Call 1-800-621-2550
(8:00 a.m.
to 4:00 p.m. New York time)
|
|
|
|
|
You should keep in mind the following factors
when making or considering an exchange:
|
|
|
|
|
n
|
You should obtain and carefully read the
prospectus of the Fund you are acquiring before making an
exchange.
|
|
n
|
All exchanges which represent an initial
investment in a Fund must satisfy the minimum initial investment
requirement of that Fund. This requirement may be waived at the
discretion of the Trust.
|
|
n
|
Normally, a telephone exchange will be made only
to an identically registered account.
|
|
n
|
Exchanges are available only in states where
exchanges may be legally made.
|
|
n
|
It may be difficult to make telephone exchanges
in times of drastic economic or market conditions.
|
|
n
|
Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
|
|
n
|
Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
|
|
n
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
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48
SHAREHOLDER GUIDE
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exchange. You should consult your tax adviser
concerning the tax consequences of an exchange.
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What
Types Of Reports Will Be Sent Regarding Investments In Service
Shares?
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Service Organizations will receive from the Funds
annual reports containing audited financial statements and
semi-annual reports. Service Organizations will also be provided
with a printed confirmation for each transaction in their
account and a monthly account statement. Service Organizations
are responsible for providing these or other reports to their
customers who are the beneficial owners of Service Shares in
accordance with the rules that apply to their accounts with the
Service Organizations. In addition, Service Organizations and
other financial intermediaries will be responsible for providing
any communications from a Fund to the shareholders, including
but not limited to prospectuses, prospectus supplements, proxy
materials, and notices regarding the sources of dividend
payments pursuant to Section 19 of the Investment Company
Act.
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RESTRICTIONS
ON EXCESSIVE TRADING
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust
(or Goldman Sachs), has been or may be disruptive to a
Fund. In making this judgment, trades executed in multiple
accounts under common ownership or control may be considered
together to the extent they can be identified. No waivers of the
provisions of the policy established to detect and deter market
timing and other excessive trading activity are permitted that
would harm the Trust or its shareholders or would subordinate
the interests of the Trust or its shareholders to
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those of Goldman Sachs or any affiliated person
or associated person of Goldman Sachs.
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To deter excessive shareholder trading, the
International Equity Funds and certain Fixed Income Funds (which
are offered in separate prospectuses) impose a redemption fee on
redemptions made within 30 calendar days of purchase
(60 calendar days with respect to Goldman Sachs High Yield
Fund and High Yield Municipal Fund) subject to certain
exceptions. For more information about these Funds, obtain a
prospectus from your Service Organization or from Goldman Sachs
by calling the number on the back cover of this Prospectus.
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Pursuant to the policy adopted by the Board of
Trustees of the Trust, Goldman Sachs has developed criteria that
it uses to identify trading activity that may be excessive.
Goldman Sachs reviews on a regular, periodic basis available
information relating to the trading activity in the Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by intermediaries such as
broker-dealers, investment advisers, transfer agents,
administrators and insurance companies. In addition, Fund shares
may be held in omnibus 401(k) plans, employee benefit plans and
other group accounts. Omnibus accounts include multiple
investors and such accounts typically provide the Funds with a
net purchase or redemption request on any given day where the
purchases and redemptions of Fund shares by the investors are
netted against one another. The identity of individual investors
whose purchase and redemption orders are aggregated are not
known by the Funds. A number of these financial intermediaries
may not have the capability or may not be willing to apply the
Funds market timing policies or any applicable redemption
fee. While Goldman Sachs may monitor share turnover at the
omnibus account level, a Funds ability to monitor and
detect market timing by shareholders or apply any applicable
redemption fee in these omnibus accounts is limited. The netting
effect makes it more difficult to identify, locate and eliminate
market timing activities. In addition, those investors who
engage in market timing and other excessive trading activities
may employ a
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SHAREHOLDER GUIDE
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variety of techniques to avoid detection. If
necessary, the Trust may prohibit additional purchases of Fund
shares by a financial intermediary or by certain of the
financial intermediarys customers. Financial
intermediaries may also monitor their customers trading
activities in the Funds. The criteria used by financial
intermediaries to monitor for excessive trading may differ from
the criteria used by the Funds. If a financial intermediary
fails to enforce the Trusts excessive trading policies,
the Trust may take certain actions including terminating the
relationship. There can be no assurance that the Funds and
Goldman Sachs will be able to identify all those who trade
excessively or employ a market timing strategy, and curtail
their trading in every instance.
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Taxation
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As with any investment, you should consider how
your investment in the Portfolios will be taxed. The tax
information below is provided as general information. More tax
information is available in the Additional Statement. You should
consult your tax adviser about the federal, state, local or
foreign tax consequences of your investment in the Portfolios.
Except as otherwise noted, the tax information provided assumes
that you are a U.S. citizen or resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Portfolio distributions and the sale of your
Portfolio shares.
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Each Portfolio contemplates declaring as
dividends each year all or substantially all of its taxable
income. Distributions you receive from the Portfolios are
generally subject to federal income tax, and may also be subject
to state or local taxes. This is true whether you reinvest your
distributions in additional Portfolio shares or receive them in
cash. For federal tax purposes, the Portfolios
distributions attributable to net investment income and
short-term capital gains are taxable to you as ordinary income.
Any long-term capital gains distributions are taxable to you as
long-term capital gains, no matter how long you have owned your
Portfolio shares.
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Under current provisions of the Internal Revenue
Code (the Code), the maximum long-term capital gain
tax rate applicable to individuals, estates, and trusts is 15%.
Portfolio distributions to noncorporate shareholders
attributable to dividends received by the Portfolios directly or
through the Underlying Funds from U.S. and certain foreign
corporations will generally be taxed at the long-term capital
gain rate of 15%, as long as certain other requirements are met.
For these lower rates to apply, noncorporate shareholders must
own their Portfolio shares for at least 61 days during the
121-day period beginning 60 days before the
Portfolios ex-dividend date. The amount of a
Portfolios distributions that would otherwise qualify for
this favorable tax treatment may be reduced as a result of a
high portfolio turnover rate.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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TAXATION
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December.
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A percentage of the Portfolios dividends
paid to corporate shareholders may be eligible for the corporate
dividends-received deduction. This percentage may, however, be
reduced by a high portfolio turnover rate. The character and tax
status of all distributions will be available to shareholders
after the close of each calendar year.
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The REIT investments of the underlying Real
Estate Securities Fund and International Real Estate Securities
Fund often do not provide complete tax information to the Funds
until after the calendar year-end. Consequently, because of the
delay, it may be necessary for the Portfolios to request
permission to extend the deadline for issuance of Forms 1099-DIV
beyond January 31.
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Each Portfolio may be subject to foreign
withholding or other foreign taxes on income or gain from
certain foreign securities. In general, the Portfolios may
deduct these taxes in computing their taxable income.
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If you buy shares of a Portfolio before it makes
a distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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Your sale of Portfolio shares is a taxable
transaction for federal income tax purposes, and may also be
subject to state and local taxes. For tax purposes, the exchange
of your Portfolio shares for shares of a different Goldman Sachs
Fund is the same as a sale. When you sell your shares, you will
generally recognize a capital gain or loss in an amount equal to
the difference between your adjusted tax basis in the shares and
the amount received. Generally, this capital gain or loss will
be long-term or short-term depending on whether your holding
period for the shares exceeds one year, except that any loss
realized on shares held for six months or less will be treated
as a long-term capital loss to the extent of any long-term
capital gain dividends that were received on the shares.
Additionally, any loss realized on a sale, exchange or
redemption of shares of a Portfolio may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of that Portfolio within a period
of 61 days beginning 30 days before and ending
30 days after the shares are disposed of, such as pursuant
to a dividend reinvestment in shares of that Portfolio. If
disallowed, the loss will be reflected in an adjustment to the
basis of the shares acquired.
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When you open your account, you should provide
your social security or tax identification number on your
Account Application. By law, each Portfolio must withhold 28% of
your taxable distributions and any redemption proceeds if you do
not provide your correct taxpayer identification number, or
certify that it is correct, or if the IRS instructs the
Portfolio to do so.
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Non-U.S. investors may be subject to U.S.
withholding and estate tax. However, withholding is generally
not required on properly designated distributions to non-U.S.
investors of long-term capital gains and, for distributions
before January 1, 2008, short-term capital gains and
qualified interest income. Although this designation will be
made for short-term capital gain distributions, the Portfolios
do not anticipate making any qualified interest income
designations. Therefore, all distributions of interest income
will be subject to withholding when paid to non-U.S. investors.
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Appendix A
Additional Information on the
Underlying Funds
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This Appendix provides further information on
certain types of investments and techniques that may be used by
the Underlying Funds, including their associated risks.
Additional information is provided in the Additional Statement,
which is available upon request, and in the prospectuses of the
Underlying Funds.
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The Underlying Equity Funds invest primarily in
common stocks and other equity investments, including preferred
stocks, interests in real estate investment trusts, convertible
debt obligations, convertible preferred stocks, equity interests
in trusts, partnerships, joint ventures, limited liability
companies and similar enterprises, warrants, stock purchase
rights and synthetic and derivative instruments (such as swaps
and futures contracts) that have economic characteristics
similar to equity securities (equity investments).
The Underlying Fixed Income Funds invest primarily in fixed
income securities, including senior and subordinated corporate
debt obligations (such as bonds, debentures, notes and
commercial paper), convertible and non-convertible corporate
debt obligations, loan participations and preferred stock. The
Underlying Fixed Income Funds can also make substantial
investments in futures contracts, swaps and other derivatives.
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The Short-Duration Government Fund invests
principally in U.S. Government Securities, related repurchase
agreements and certain derivative instruments, and does not
invest foreign securities. With these exceptions, and the
further exceptions noted below, the following description
applies generally to the Underlying Funds.
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A. General
Risks of the Underlying Funds
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The Underlying Equity Funds will be subject to
the risks associated with common stocks and other equity
investments. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of the equity investments that an
Underlying Fund holds may decline over short or extended
periods. The stock markets tend to be cyclical, with periods
when stock prices generally rise and periods when prices
generally decline. In recent years, stock markets have
experienced substantial price volatility.
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The Underlying Fixed Income Funds will be subject
to the risks associated with fixed income securities. These
risks include interest rate risk, credit risk and
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call/extension risk. In general, interest rate
risk involves the risk that when interest rates decline, the
market value of fixed income securities tends to increase
(although many mortgage-related securities will have less
potential than other debt securities for capital appreciation
during periods of declining rates). Conversely, when interest
rates increase, the market value of fixed income securities
tends to decline. Credit risk involves the risk that an issuer
or guarantor could default on its obligations, and an Underlying
Fund will not recover its investment. Call risk and extension
risk are normally present in adjustable rate mortgage loans
(ARMs), Mortgage-Backed Securities and asset-backed
securities. For example, homeowners have the option to prepay
their mortgages. Therefore, the duration of a security backed by
home mortgages can either shorten (call risk) or lengthen
(extension risk). In general, if interest rates on new mortgage
loans fall sufficiently below the interest rates on existing
outstanding mortgage loans, the rate of prepayment would be
expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
decrease. In either case, a change in the prepayment rate can
result in losses to investors. The same would be true of
asset-backed securities, such as securities backed by car loans.
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An investment in REITs by an Underlying Fund
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable the
Underlying Fund to effect sales at an advantageous time or
without a substantial drop in price.
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The portfolio turnover rates of the Underlying
Funds have ranged from 13% to 562% during their most recent
fiscal years. A high rate of portfolio turnover (100% or more)
involves correspondingly greater expenses which must be borne by
an Underlying Fund and its shareholders and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of an
Underlying Funds portfolio securities, excluding
securities having a maturity at the date of purchase of one year
or less.
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APPENDIX A
B. Other
Risks of the Underlying Funds
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies.
Certain Underlying Funds may, to
the extent consistent with their investment policies, invest in
small and mid-capitalization companies. Investments in small and
mid-capitalization companies involve greater risk and portfolio
price volatility than investments in larger capitalization
stocks. Among the reasons for the greater price volatility of
these investments are the less certain growth prospects of
smaller firms and the lower degree of liquidity in the markets
for such securities. Small and mid-capitalization companies may
be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period
of time. In addition, these securities are subject to the risk
that during certain periods the liquidity of particular issuers
or industries, or all securities in particular investment
categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or
adverse investor perceptions, whether or not accurate. Because
of the lack of sufficient market liquidity, an Underlying Fund
may incur losses because it will be required to effect sales at
a disadvantageous time and only then at a substantial drop in
price. Small and mid-capitalization companies include
unseasoned issuers that do not have an established
financial history; often have limited product lines, markets or
financial resources; may depend on or use a few key personnel
for management; and may be susceptible to losses and risks of
bankruptcy. Small and mid-capitalization companies may be
operating at a loss or have significant variations in operating
results; may be engaged in a rapidly changing business with
products subject to a substantial risk of obsolescence; may
require substantial additional capital to support their
operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may
otherwise have a weak financial condition. In addition, these
companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing, and other capabilities,
and a larger number of qualified managerial and technical
personnel. Transaction costs for these investments are often
higher than those for larger capitalization companies.
Investments in small and mid-capitalization companies may be
more difficult to price precisely than other types of securities
because of their characteristics and lower trading volumes.
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Risks of Foreign Investments.
In general, certain of the
Underlying Funds may make foreign investments. Foreign
investments involve special risks that are not typically
associated with U.S. dollar denominated or quoted securities of
U.S. issuers. Foreign investments may be affected by changes in
currency rates, changes in foreign or U.S. laws or restrictions
applicable to such investments and changes
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in exchange control regulations (
e.g.
,
currency blockage). A decline in the exchange rate of the
currency (
i.e.
, weakening of the currency against the
U.S. dollar) in which a portfolio security is quoted or
denominated relative to the U.S. dollar would reduce the value
of the portfolio security. In addition, if the currency in which
an Underlying Fund receives dividends, interest or other
payments declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Underlying Fund may have to sell portfolio
securities to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of an Underlying Funds assets
in one or a few countries and currencies will subject a Fund to
greater risks than if an Underlying Funds assets were not
geographically concentrated.
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Investment in sovereign debt obligations by a
certain Underlying Fund involves risks not present in debt
obligations of corporate issuers. The issuer of the debt or the
governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or pay interest
when due in accordance with the terms of such debt, and an
Underlying Fund may have limited recourse to compel payment in
the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn an Underlying Funds
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58
APPENDIX A
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NAV, to a greater extent than the volatility
inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraints to which a sovereign
debtor may be subject.
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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Underlying Funds may also invest in
European Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not necessarily
quoted in the same currency as the underlying security.
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Risks of Sovereign Debt.
Investment in sovereign debt
obligations by an Underlying Fund involves risks not present in
debt obligations of corporate issuers. The issuer of the debt or
the governmental authorities that control the repayment of the
debt may be unable or unwilling to repay principal or interest
when due in accordance with the terms of such debt, and the
Underlying Fund may have limited recourse to compel payment in
the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn the Underlying Funds NAV, to a greater extent than
the volatility inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraint to which a sovereign
debtor may be subject.
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Risks of Emerging Countries.
Certain Underlying Funds may
invest in securities of issuers located in emerging countries.
The risks of foreign investment are heightened when the issuer
is located in an emerging country. Emerging countries are
generally located in the Asia and Pacific regions, Eastern
Europe, Central and South America, and Africa. An Underlying
Funds purchase and sale of portfolio securities in certain
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emerging countries may be constrained by
limitations relating to daily changes in the prices of listed
securities, periodic trading or settlement volume and/or
limitations on aggregate holdings of foreign investors. Such
limitations may be computed based on the aggregate trading
volume by or holdings of an Underlying Fund, the investment
adviser, its affiliates and their respective clients and other
service providers. An Underlying Fund may not be able to sell
securities in circumstances where price, trading or settlement
volume limitations have been reached.
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Foreign investment in the securities markets of
certain emerging countries is restricted or controlled to
varying degrees which may limit investment in such countries or
increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval
prior to investments by foreign persons or limit investment by
foreign persons to only a specified percentage of an
issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by
nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries
deemed important to national interests. Such restrictions may
affect the market price, liquidity and rights of securities that
may be purchased by an Underlying Fund. The repatriation of both
investment income and capital from certain emerging countries is
subject to restrictions such as the need for governmental
consents. In situations where a country restricts direct
investment in securities (which may occur in certain Asian and
other countries), an Underlying Fund may invest in such
countries through other investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social
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60
APPENDIX A
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unrest, violence and/or labor unrest in some
emerging countries. Unanticipated political or social
developments may result in sudden and significant investment
losses. Investing in emerging countries involves greater risk of
loss due to expropriation, nationalization, confiscation of
assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested. As an
example, in the past some Eastern European governments have
expropriated substantial amounts of private property, and many
claims of the property owners have never been fully settled.
There is no assurance that similar expropriations will not recur
in Eastern European or other countries.
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An Underlying Funds investment in emerging
countries may also be subject to withholding or other taxes,
which may be significant and may reduce the return from an
investment in such countries to the Underlying Fund.
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Settlement procedures in emerging countries are
frequently less developed and reliable than those in the United
States and may involve an Underlying Funds delivery of
securities before receipt of payment for their sale. In
addition, significant delays may occur in certain markets in
registering the transfer of securities. Settlement or
registration problems may make it more difficult for an
Underlying Fund to value its portfolio securities and could
cause the Underlying Fund to miss attractive investment
opportunities, to have a portion of its assets uninvested or to
incur losses due to the failure of a counterparty to pay for
securities the Underlying Fund has delivered or the Underlying
Funds inability to complete its contractual obligations
because of theft or other reasons.
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The creditworthiness of the local securities
firms used by an Underlying Fund in emerging countries may not
be as sound as the creditworthiness of firms used in more
developed countries. As a result, the Underlying Fund may be
subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
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The small size and inexperience of the securities
markets in certain emerging countries and the limited volume of
trading in securities in those countries may make an Underlying
Funds investments in such countries less liquid and more
volatile than investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). An Underlying Funds
investments in emerging countries are subject to the risk that
the liquidity of a particular investment, or investments
generally, in such countries will shrink or disappear suddenly
and without warning as a result of adverse economic, market or
political conditions, or adverse investor perceptions, whether
or not accurate. Because of the lack of sufficient market
liquidity, an Underlying Fund may incur losses because it will
be required to effect sales at a disadvantageous time and then
only at a substantial drop in price. Investments in emerging
countries may be more
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difficult to price precisely because of the
characteristics discussed above and lower trading volumes.
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An Underlying Funds use of foreign currency
management techniques in emerging countries may be limited. The
Underlying Funds investment advisers anticipate that a
significant portion of the Underlying Funds currency
exposure in emerging countries may not be covered by these
techniques.
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Risks of Derivative Investments.
An Underlying Funds
transactions, if any, in options, futures, options on futures,
swaps, options on swaps, interest rate caps, floors and collars,
structured securities, inverse floating-rate securities,
stripped mortgage-backed securities and foreign currency
transactions involve additional risk of loss. Loss can result
from a lack of correlation between changes in the value of
derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative
instruments, the failure of the counterparty to perform its
contractual obligations, or the risks arising from margin
requirements and related leverage factors associated with such
transactions. The use of these management techniques also
involves the risk of loss if the investment adviser is incorrect
in its expectation of fluctuations in securities prices,
interest rates, currency prices or credit events. Certain
Underlying Funds may also invest in derivative instruments for
non-hedging purposes (that is, to seek to increase total
return). Investing for non-hedging purposes is considered a
speculative practice and presents even greater risk of loss.
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Derivative Mortgage-Backed Securities (such as
principal-only (POs), interest-only
(IOs) or inverse floating rate securities) are
particularly exposed to call and extension risks. Small changes
in mortgage prepayments can significantly impact the cash flow
and the market value of these securities. In general, the risk
of faster than anticipated prepayments adversely affects IOs,
super floaters and premium priced Mortgage-Backed Securities.
The risk of slower than anticipated prepayments generally
adversely affects POs, floating-rate securities subject to
interest rate caps, support tranches and discount priced
mortgage-backed securities. In addition, particular derivative
instruments may be leveraged such that their exposure
(
i.e.
, price sensitivity) to interest rate and/or
prepayment risk is magnified.
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Some floating-rate derivative debt securities can
present more complex types of derivative and interest rate
risks. For example, range floaters are subject to the risk that
the coupon will be reduced below market rates if a designated
interest rate floats outside of a specified interest rate band
or collar. Dual index or yield curve floaters are subject to
lower prices in the event of an unfavorable change in the spread
between two designated interest rates.
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62
APPENDIX A
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Risks of Investments in Central and South
America.
A significant portion of
the Emerging Markets Debt Funds portfolio may be invested
in issuers located in Central and South American countries. The
economies of Central and South American countries have
experienced considerable difficulties in the past decade,
including high inflation rates, high interest rates and currency
devaluations. As a result, Central and South American securities
markets have experienced great volatility. In addition, a number
of Central and South American countries are among the largest
emerging country debtors. There have been moratoria on, and
reschedulings of, repayment with respect to these debts. Such
events can restrict the flexibility of these debtor nations in
the international markets and result in the imposition of
onerous conditions on their economies. The political history of
certain Central and South American countries has been
characterized by political uncertainty, intervention by the
military in civilian and economic spheres and political
corruption. Such developments, if they were to recur, could
reverse favorable trends toward market and economic reform,
privatization and removal of trade barriers. Certain Central and
South American countries have entered into regional trade
agreements that would, among other things, reduce barriers
between countries, increase competition among companies and
reduce government subsidies in certain industries. No assurance
can be given that these changes will result in the economic
stability intended. There is a possibility that these trade
arrangements will not be implemented, will be implemented but
not completed or will be completed but then partially or
completely unwound. Any of the foregoing risk factors could have
an adverse impact on an Underlying Funds investments in
Central and South America.
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Risks of Illiquid Securities.
The Underlying Funds may invest up
to 15% (10% in the case of the Financial Square Prime
Obligations Fund) of their net assets in illiquid securities
which cannot be disposed of in seven days in the ordinary course
of business at fair value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain municipal leases and participation
interests
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n
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Certain stripped Mortgage-Backed Securities
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n
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
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Certain structured securities and swap
transactions
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n
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 (144A Securities).
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63
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Investing in 144A Securities may decrease the
liquidity of an Underlying Funds portfolio to the extent
that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The
purchase price and subsequent valuation of restricted and
illiquid securities normally reflect a discount, which may be
significant, from the market price of comparable securities for
which a liquid market exists.
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Downgraded Securities.
After its purchase, a portfolio
security may be assigned a lower rating or cease to be rated. If
this occurs, an Underlying Fund may continue to hold the
security if the Investment Adviser believes it is in the best
interest of the Underlying Fund and its shareholders.
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Credit/Default Risks.
Debt securities purchased by the
Underlying Funds may include securities (including zero coupon
bonds) issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
governments, domestic and foreign corporations, banks and other
issuers. Some of these fixed income securities are described in
the next section below. Further information is provided in the
Additional Statement.
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Debt securities rated BBB- or higher by Standard
& Poors Ratings Group (Standard &
Poors) or Baa3 or higher by Moodys Investors
Service, Inc. (Moodys) or having a comparable
rating by another NRSRO are considered investment
grade. Securities rated BBB- or Baa3 are considered
medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay
principal. A security will be deemed to have met a rating
requirement if it receives the minimum required rating from at
least one such rating organization even though it has been rated
below the minimum rating by one or more other rating
organizations, or if unrated by such rating organizations, the
security is determined by the investment adviser to be of
comparable credit quality. A security satisfies the Funds
minimum rating requirement regardless of its relative ranking
(for example, plus or minus) within a designated major rating
category (for example, BBB or Baa). If a security satisfies an
Underlying Funds minimum rating requirement at the time of
purchase and is subsequently downgraded below such rating, the
Underlying Fund will not be required to dispose of the security.
If a downgrade occurs, the Underlying Funds investment
adviser will consider what action, including the sale of the
security, is in the best interest of the Underlying Fund and its
shareholders.
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Certain Underlying Funds may invest in fixed
income securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered speculative and may be
questionable as to principal and interest payments.
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64
APPENDIX A
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In some cases, junk bonds may be highly
speculative, have poor prospects for reaching investment grade
standing and be in default. As a result, investment in such
bonds will present greater speculative risks than those
associated with investment in investment grade bonds. Also, to
the extent that the rating assigned to a security in an
Underlying Funds portfolio is downgraded by a rating
organization, the market price and liquidity of such security
may be adversely affected.
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Risks of Initial Public Offerings.
Certain Underlying Funds may
invest in IPOs. An IPO is a companys first offering of
stock to the public. IPO risk is the risk that the market value
of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the
small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may
involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When an Underlying Funds asset
base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance probably will decline,
which could reduce the Underlying Funds performance.
Because of the price volatility of IPO shares, an Underlying
Fund may choose to hold IPO shares for a very short period of
time. This may increase the turnover of the Underlying
Funds portfolio and may lead to increased expenses to the
Underlying Fund, such as commissions and transaction costs. By
selling IPO shares, the Underlying Fund may realize taxable
gains it will subsequently distribute to shareholders. In
addition, the market for IPO shares can be speculative and/or
inactive for extended periods of time. There is no assurance
that an Underlying Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available
for trading in some IPOs may make it more difficult for an
Underlying Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. Investors in
IPO shares can be affected by substantial dilution in the value
of their shares, by sales of additional shares and by
concentration of control in existing management and principal
shareholders.
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Non-Diversification and Concentration
Risks.
The Commodity Strategy
Fund, Global Income Fund and Emerging Markets Debt Fund are each
registered as a non-diversified fund under the
Investment Company Act and are, therefore, more susceptible to
adverse developments affecting any single issuer held in its
portfolio, and may be more susceptible to greater losses because
of these developments. In addition, these Funds, and certain
other Underlying Funds, may invest more than 25% of their total
assets in the securities of corporate and
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65
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governmental issuers located in a particular
foreign country or region. Concentration of the investments of
these or other Underlying Funds in issuers located in a
particular country or region will subject the Underlying Fund,
to a greater extent than if investments were less concentrated,
to losses arising from adverse developments affecting those
issuers or countries.
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Temporary Investment Risks.
The Underlying Funds may, for
temporary defensive purposes, invest a substantial portion, and
in some cases all, of their total assets, in cash equivalents
for temporary periods. When an Underlying Funds assets are
invested in such instruments, the Underlying Fund may not be
achieving its investment objective.
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C. Investment
Securities and Techniques
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This section provides further information on
certain types of securities and investment techniques that may
be used by the Underlying Funds, including their associated
risks.
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An Underlying Fund may purchase other types of
securities or instruments similar to those described in this
section if otherwise consistent with the Underlying Funds
investment objective and policies. Further information is
provided in the Additional Statement, which is available upon
request.
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U.S. Government Securities.
Each Underlying Fund may invest in
U.S. Government Securities. U.S. Government Securities include
U.S. Treasury obligations and obligations issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation-protected securities whose
principal value is periodically adjusted according to the rate
of inflation.
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Custodial Receipts and Trust Certificates.
Each Underlying Fund may invest in
custodial receipts and trust certificates representing interests
in securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities, Municipal
Securities or other types of securities in which an Underlying
Fund may invest. The custodial receipts or trust certificates
may evidence ownership of future interest payments, principal
payments or both on the underlying
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66
APPENDIX A
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securities, or, in some cases, the payment
obligation of a third party that has entered into an interest
rate swap or other arrangement with the custodian or trustee.
For certain securities laws purposes, custodial receipts and
trust certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes an Underlying Fund is
not considered to be the owner of the underlying securities held
in the custodial or trust account, the Underlying Fund may
suffer adverse tax consequences. As a holder of custodial
receipts and trust certificates, an Underlying Fund will bear
its proportionate share of the fees and expenses charged to the
custodial account or trust. Each Underlying Fund may also invest
in separately issued interests in custodial receipts and trust
certificates.
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Mortgage-Backed Securities.
The Underlying Funds (other than
Structured Large Cap Growth, Structured Large Cap Value,
Structured Small Cap Equity and Structured International Equity
Funds (the Structured Equity Funds)) may invest in
securities that represent direct or indirect participations in,
or are collateralized by and payable from, mortgage loans
secured by real property (Mortgage-Backed
Securities). Mortgage-Backed Securities can be backed by
either fixed rate mortgage loans or adjustable rate mortgage
loans, and may be issued by either a governmental or
non-governmental entity. Privately issued Mortgage-Backed
Securities are normally structured with one or more types of
credit enhancement. However, these Mortgage-Backed
Securities typically do not have the same credit standing as
U.S. government guaranteed Mortgage-Backed Securities.
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Mortgage-Backed Securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs), and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments. CMOs
provide an investor with a specified interest in the cash flow
from a pool of underlying mortgages or of other Mortgage-Backed
Securities. CMOs are issued in multiple classes each with a
specified fixed or floating interest rate, and a final scheduled
distribution date. In many cases, payments of principal are
applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on
a CMO class until all other classes having an earlier stated
maturity date are paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of Mortgage-Backed Securities, and under certain interest
rate and
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67
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payment scenarios, the Underlying Fund may fail
to recoup fully its investment in certain of these securities
regardless of their credit quality.
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Mortgage-Backed Securities also include stripped
Mortgage-Backed Securities (SMBS), which are
derivative multiple class Mortgage-Backed Securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
Mortgage-Backed Securities because their cash flow patterns are
more volatile and there is a greater risk that the initial
investment will not be fully recouped.
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Asset-Backed and Receivables-Backed
Securities.
Certain Underlying
Funds may invest in asset-backed and receivables-backed
securities whose principal and interest payments are
collateralized by pools of assets such as auto loans, credit
card receivables, leases, mortgages, installment contracts and
personal property. Asset-backed and receivables-backed
securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying
loans. During periods of declining interest rates, prepayment of
loans underlying asset-backed and receivables-backed securities
can be expected to accelerate. Accordingly, an Underlying
Funds ability to maintain positions in such securities
will be affected by reductions in the principal amount of such
securities resulting from prepayments, and its ability to
reinvest the returns of principal at comparable yields is
subject to generally prevailing interest rates at that time. In
addition, securities that are backed by credit card, automobile
and similar types of receivables generally do not have the
benefit of a security interest in collateral that is comparable
in quality to mortgage assets. If the issuer of an asset-backed
security defaults on its payment obligation, there is the
possibility that, in some cases, an Underlying Fund will be
unable to possess and sell the underlying collateral and that an
Underlying Funds recoveries on repossessed collateral may
not be available to support payments on the securities. In the
event of a default, an Underlying Fund may suffer a loss if it
cannot sell collateral quickly and receive the amount it is owed.
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Municipal Securities.
Certain Underlying Funds may
invest in securities and instruments issued by state and local
government issuers. Municipal Securities in which an Underlying
Fund may invest consist of bonds, notes, commercial paper and
other instruments (including participation interests in such
securities) issued by or on behalf of the states, territories
and possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or
instrumentalities.
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68
APPENDIX A
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Municipal Securities include both
general and revenue bonds and may be
issued to obtain funds for various public purposes. General
obligations are secured by the issuers pledge of its full
faith, credit and taxing power. Revenue obligations are payable
only from the revenues derived from a particular facility or
class of facilities. Such securities may pay fixed, variable or
floating rates of interest. Municipal Securities are often
issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as
bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Municipal Securities
in which the Underlying Funds may invest include private
activity bonds, pre-refunded municipal securities and auction
rate securities.
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The obligations of the issuer to pay the
principal of and interest on a Municipal Security are subject to
the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of
principal or interest or imposing other constraints upon the
enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power
or ability of the issuer to pay when due the principal of or
interest on a municipal security may be materially affected.
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In addition, Municipal Securities include
municipal leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
purchase agreements. Moral obligation bonds are supported by a
moral commitment but not a legal obligation of a state or local
government. Municipal leases, certificates of participation and
moral obligation bonds frequently involve special risks not
normally associated with general obligation or revenue bonds. In
particular, these instruments permit governmental issuers to
acquire property and equipment without meeting constitutional
and statutory requirements for the issuance of debt. If,
however, the governmental issuer does not periodically
appropriate money to enable it to meet its payment obligations
under these instruments, it cannot be legally compelled to do
so. If a default occurs, it is likely that an Underlying Fund
would be unable to obtain another acceptable source of payment.
Some municipal leases, certificates of participation and moral
obligation bonds may be illiquid.
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Municipal securities may also be in the form of a
tender option bond, which is a municipal security (generally
held pursuant to a custodial arrangement) having a relatively
long maturity and bearing interest at a fixed rate substantially
higher than prevailing short-term, tax-exempt rates. The bond is
typically issued with the
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69
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agreement of a third party, such as a bank,
broker-dealer or other financial institution, which grants the
security holders the option, at periodic intervals, to tender
their securities to the institution. After payment of a fee to
the financial institution that provides this option, the
security holder effectively holds a demand obligation that bears
interest at the prevailing short-term, tax-exempt rate. An
institution may not be obligated to accept tendered bonds in the
event of certain defaults or a significant downgrading in the
credit rating assigned to the issuer of the bond. The tender
option will be taken into account in determining the maturity of
the tender option bonds and an Underlying Funds duration.
There is risk that an Underlying Fund will not be considered the
owner of a tender option bond for federal income tax purposes,
and thus will not be entitled to treat such interest as exempt
from federal income tax. Certain tender option bonds may be
illiquid.
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Municipal securities may be backed by letters of
credit or other forms of credit enhancement issued by domestic
or foreign banks or by other financial institutions. The credit
quality of these banks and financial institutions could,
therefore, cause a loss to an Underlying Fund that invests in
municipal securities. Letters of credit and other obligations of
foreign banks and financial institutions may involve risks in
addition to those of domestic obligations because of less
publicly available financial and other information, less
securities regulation, potential imposition of foreign
withholding and other taxes, war, expropriation or other adverse
governmental actions. Foreign banks and their foreign branches
are not regulated by U.S. banking authorities, and are generally
not bound by the accounting, auditing and financial reporting
standards applicable to U.S. banks.
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Brady Bonds and Similar Instruments.
Certain Underlying Funds may
invest in debt obligations commonly referred to as Brady
Bonds. Brady Bonds are created through the exchange of
existing commercial bank loans to foreign borrowers for new
obligations in connection with debt restructurings under a plan
introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the Brady Plan).
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Brady Bonds involve various risk factors
including the history of defaults with respect to commercial
bank loans by public and private entities of countries issuing
Brady Bonds. There can be no assurance that Brady Bonds in which
the Underlying Funds may invest will not be subject to
restructuring arrangements or to requests for new credit, which
may cause an Underlying Fund to suffer a loss of interest or
principal on its holdings.
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In addition, an Underlying Fund may invest in
other interests issued by entities organized and operated for
the purpose of restructuring the investment characteristics of
instruments issued by emerging country issuers. These types of
restructuring involve the deposit with or purchase by an entity
of specific instruments and the
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70
APPENDIX A
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issuance by that entity of one or more classes of
securities backed by, or representing interests in, the
underlying instruments. Certain issuers of such structured
securities may be deemed to be investment companies
as defined in the Investment Company Act. As a result, an
Underlying Funds investment in such securities may be
limited by certain investment restrictions contained in the
Investment Company Act.
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Commercial Paper.
An Underlying Fund may invest in
commercial paper, including variable amount master demand notes
and asset-backed commercial paper. Commercial paper normally
represents short-term unsecured promissory notes issued in
bearer form by banks or bank holding companies, corporations,
finance companies and other issuers. The commercial paper
purchased by an Underlying Fund consists of direct U.S.
dollar-denominated obligations of domestic or, in the case of
certain Underlying Funds, foreign issuers. Asset-backed
commercial paper is issued by a special purpose entity that is
organized to issue the commercial paper and to purchase trade
receivables or other financial assets. The credit quality of
asset-backed commercial paper depends primarily on the quality
of these assets and the level of any additional credit support.
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Short-Term Obligations.
An Underlying Fund may invest in
other short-term obligations, including master demand notes and
short-term funding agreements payable in U.S. dollars and issued
or guaranteed by U.S. corporations, foreign corporations or
other entities. A master demand note permits the investment of
varying amounts by an Underlying Fund under an agreement between
an Underlying Fund and an issuer. The principal amount of a
master demand note may be increased from time to time by the
parties (subject to specified maximums) or decreased by the
Underlying Fund or the issuer. A funding agreement is a contract
between an issuer and a purchaser that obligates the issuer to
pay a guaranteed rate of interest on a principal sum deposited
by the purchaser. Funding agreements will also guarantee a
stream of payments over time. A funding agreement has a fixed
maturity date and may have either a fixed rate or variable
interest rate that is based on an index and guaranteed for a set
time period. Because there is normally no secondary market for
these investments, funding agreements purchased by an Underlying
Fund may be regarded as illiquid.
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Municipal Obligations.
Certain Underlying Funds may
invest in municipal obligations. Municipal obligations are
issued by or on behalf of states, territories and possessions of
the United States and their political subdivisions, agencies,
authorities and instrumentalities, and the District of Columbia.
Municipal obligations in which an Underlying Fund may invest
include fixed rate notes and similar debt instruments; variable
and floating rate demand instruments; tax-exempt commercial
paper; municipal bonds; and unrated notes, paper, bonds or other
instruments.
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71
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Municipal Notes and Bonds.
Municipal notes include tax
anticipation notes (TANs), revenue anticipation
notes (RANs), bond anticipation notes
(BANs), tax and revenue anticipation notes
(TRANs) and construction loan notes. Municipal bonds
include general obligation bonds and revenue bonds. General
obligation bonds are backed by the taxing power of the issuing
municipality and are considered the safest type of municipal
obligation. Revenue bonds are backed by the revenues of a
project or facility such as the tolls from a toll bridge.
Revenue bonds also include lease rental revenue bonds which are
issued by a state or local authority for capital projects and
are secured by annual lease payments from the state or locality
sufficient to cover debt service on the authoritys
obligations. Industrial development bonds (private
activity bonds) are a specific type of revenue bond backed
by the credit and security of a private user and, therefore,
have more potential risk. Municipal bonds may be issued in a
variety of forms, including commercial paper, tender option
bonds and variable and floating rate securities.
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Tender Option Bonds.
A tender option bond is a
municipal obligation (generally held pursuant to a custodial
arrangement) having a relatively long maturity and bearing
interest at a fixed rate higher than prevailing short-term,
tax-exempt rates. The bond is typically issued in conjunction
with the agreement of a third party, such as a bank,
broker-dealer or other financial institution, pursuant to which
the institution grants the security holder the option, at
periodic intervals, to tender its securities to the institution.
As consideration for providing the option, the financial
institution receives periodic fees equal to the difference
between the bonds fixed coupon rate and the rate, as
determined by a remarketing or similar agent, that would cause
the securities, coupled with the tender option, to trade at par
on the date of such determination. Thus, after payment of this
fee, the security holder effectively holds a demand obligation
that bears interest at the prevailing short-term, tax-exempt
rate. An institution will normally not be obligated to accept
tendered bonds in the event of certain defaults or a significant
downgrading in the credit rating assigned to the issuer of the
bond. The tender option will be taken into account in
determining the maturity of the tender option bonds and an
Underlying Funds average portfolio maturity. There is a
risk that an Underlying Fund will not be considered the owner of
a tender option bond for federal income tax purposes, and thus
will not be entitled to treat such interest as exempt from
federal income tax. Certain tender option bonds may be illiquid
or may become illiquid as a result of a credit rating downgrade,
a payment default or a disqualification from tax-exempt status.
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Revenue Anticipation Warrants.
Revenue Anticipation Warrants
(RAWs) are issued in anticipation of the
issuers receipt of revenues and present the risk that such
revenues will be insufficient to satisfy the issuers
payment obligations. The entire amount of principal and interest
on RAWs is due at maturity. RAWs,
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72
APPENDIX A
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including those with a maturity of more than
397 days, may also be repackaged as instruments which
include a demand feature that permits the holder to sell the
RAWs to a bank or other financial institution at a purchase
price equal to par plus accrued interest on each interest rate
reset date.
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Industrial Development Bonds.
Certain Underlying Funds may
invest in industrial development bonds (private activity bonds).
Industrial development bonds are a specific type of revenue bond
backed by the credit and security of a private user, the
interest from which would be an item of tax preference when
distributed by an Underlying Fund as exempt-interest
dividends to shareholders under the AMT.
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Other Municipal Obligation Policies.
Certain Underlying Funds may
invest 25% or more of the value of their respective total assets
in municipal obligations which are related in such a way that an
economic, business or political development or change affecting
one municipal obligation would also affect the other municipal
obligation. For example, an Underlying Fund may invest all of
its assets in (a) municipal obligations the interest of
which is paid solely from revenues from similar projects such as
hospitals, electric utility systems, multi-family housing,
nursing homes, commercial facilities (including hotels), steel
companies or life care facilities; (b) municipal obligations
whose issuers are in the same state; or (c) industrial
development obligations. Concentration of an Underlying
Funds investments in these municipal obligations will
subject the Underlying Fund, to a greater extent than if such
investment was not so concentrated, to the risks of adverse
economic, business or political developments affecting the
particular state, industry or other area of concentration.
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Municipal obligations may also include municipal
leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
contracts. Moral obligation bonds are supported by the moral
commitment but not the legal obligation of a state or
municipality. Municipal leases, certificates of participation
and moral obligation bonds present the risk that the state or
municipality involved will not appropriate the monies to meet
scheduled payments under these instruments.
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Municipal obligations may be backed by letters of
credit or other forms of credit enhancement issued by domestic
banks or foreign banks which have a branch, agency or subsidiary
in the United States or by other financial institutions such as
insurance companies which may issue insurance policies with
respect to municipal obligations. The credit quality of these
banks, insurance companies and other financial institutions
could, therefore, cause a loss to an Underlying Fund that
invests in municipal obligations. Letters of credit and other
obligations of foreign banks and financial institutions may
involve risks in addition to those of domestic
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obligations because of less publicly available
financial and other information, less securities regulation,
potential imposition of foreign withholding and other taxes,
war, expropriation or other adverse governmental actions.
Foreign banks and their foreign branches are not regulated by
U.S. banking authorities and generally are not bound by the
accounting, auditing and financial reporting standards
applicable to U.S. banks.
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In order to enhance the liquidity, stability or
quality of a municipal obligation, an Underlying Fund may
acquire the right to sell the obligation to another party at a
guaranteed price and date.
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In purchasing municipal obligations, the
Underlying Funds intend to rely on opinions of bond counsel or
counsel to the issuers for each issue as to the excludability of
interest on such obligations from gross income for federal
income tax purposes. An Underlying Fund will not undertake
independent investigations concerning the tax-exempt status of
such obligations, nor does it guarantee or represent that bond
counsels opinions are correct. Bond counsels
opinions will generally be based in part upon covenants by the
issuers and related parties regarding continuing compliance with
federal tax requirements. Tax laws contain numerous and complex
requirements that must be satisfied on a continuing basis in
order for bonds to be and remain tax-exempt. If the issuer of a
bond or a user of a bond-financed facility fails to comply with
such requirements at any time, interest on the bond could become
taxable, retroactive to the date the obligation was issued. In
that event, a portion of an Underlying Funds distributions
attributable to interest the Underlying Fund received on such
bond for the current year and for prior years could be
characterized or recharacterized as taxable income.
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Corporate Debt Obligations; Bank
Obligations; Trust Preferred Securities; Convertible Securities.
Certain Underlying Funds may
invest in corporate debt obligations, trust preferred securities
and convertible securities. Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of U.S. or foreign corporations to pay interest and repay
principal. In addition, certain Underlying Funds may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
governmental regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers
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APPENDIX A
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play an important part in the operation of this
industry. A trust preferred security is a long dated bond (for
example, 30 years) with preferred features. The preferred
features are that payment of interest can be deferred for a
specified period without initiating a default event. The
securities are generally senior in claim to standard preferred
stock but junior to other bondholders. Certain Underlying Funds
may also invest in other short-term obligations issued or
guaranteed by U.S. corporations, non-U.S. corporations or other
entities.
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Convertible securities are preferred stock or
debt obligations that are convertible into common stock.
Convertible securities generally offer lower interest or
dividend yields than nonconvertible securities of similar
quality. Convertible securities in which an Underlying Fund
invests are subject to the same rating criteria as its other
investments in fixed income securities. Convertible securities
have both equity and fixed income risk characteristics. Like all
fixed income securities, the value of convertible securities is
susceptible to the risk of market losses attributable to changes
in interest rates. Generally, the market value of convertible
securities tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. However, when
the market price of the common stock underlying a convertible
security exceeds the conversion price of the convertible
security, the convertible security tends to reflect the market
price of the underlying common stock. As the market price of the
underlying common stock declines, the convertible security, like
a fixed income security, tends to trade increasingly on a yield
basis, and thus may not decline in price to the same extent as
the underlying common stock.
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Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
Certain Underlying Funds may
invest in zero coupon, deferred interest, pay-in-kind and
capital appreciation bonds. These bonds are issued at a discount
from their face value because interest payments are typically
postponed until maturity. Pay-in-kind securities are securities
that have interest payable by the delivery of additional
securities. The market prices of these securities generally are
more volatile than the market prices of interest-bearing
securities and are likely to respond to a greater degree to
changes in interest rates than interest-bearing securities
having similar maturities and credit quality.
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Duration.
The
duration of certain Underlying Funds approximates their price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
duration of three years may be expected to rise approximately
three percent and the price of a bond with a five year duration
may be expected to rise approximately five percent. The converse
is also true. Suppose interest rates in one day rise by
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one percent which, in turn, causes yields on
every bond in the market to rise by the same amount. In this
second example, the price of a bond with a duration of three
years may be expected to fall approximately three percent and
the price of a bond with a five year duration may be expected to
fall approximately five percent. The longer the duration of a
bond, the more sensitive the bonds price is to changes in
interest rates. Maturity measures the time until final payment
is due; it takes no account of the pattern of a securitys
cash flows over time. In calculating maturity, an Underlying
Fund may determine the maturity of a variable or floating rate
obligation according to its interest rate reset date, or the
date principal can be recovered on demand, rather than the date
of ultimate maturity. Similarly, to the extent that a fixed
income obligation has a call, refunding, or redemption
provision, the date on which the instrument is expected to be
called, refunded or redeemed may be considered to be its
maturity date. There is no guarantee that the expected call,
refund or redemption will occur, and the Underlying Funds
average maturity may lengthen beyond the Investment
Advisers expectations should the expected call, refund or
redemption not occur. In computing portfolio duration, the
Underlying Fund will estimate the duration of obligations that
are subject to prepayment or redemption by the issuer, taking
into account the influence of interest rates on prepayments and
coupon flows. This method of computing duration is known as
option-adjusted duration. The investment adviser of
the Underlying Fund may use futures contracts, options on
futures contracts and swaps to manage the Underlying Funds
target duration in accordance with its benchmark. The Underlying
Fund will not be limited as to its maximum weighted average
portfolio maturity or the maximum stated maturity with respect
to individual securities unless otherwise noted.
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The investment adviser of the Underlying Fund
uses derivative instruments, among other things, to manage the
durations of the funds investment portfolio. These
derivative instruments include financial futures contracts and
swap transactions, as well as other types of derivatives, and
can be used to shorten and lengthen the duration of the
Underlying Fund. The Underlying Funds investments in
derivative instruments, including financial futures contracts
and swaps, can be significant. These transactions can result in
sizeable realized and unrealized capital gains and losses
relative to the gains and losses from the Underlying Funds
investments in bonds and other securities. Short-term and
long-term realized capital gains distributions paid by the
Underlying Fund are taxable to its shareholders.
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Interest rates, fixed income securities prices,
the prices of futures and other derivatives, and currency
exchange rates can be volatile, and a variance in the degree of
volatility or in the direction of the market from the Underlying
Funds investment advisers expectations may produce
significant losses in the Underlying Funds investments in
derivatives. In addition, a perfect correlation between a
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76
APPENDIX A
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derivatives position and a
fixed income security position is generally impossible to
achieve. As a result, the Underlying Funds investment
advisers use of derivatives may not be effective in
fulfilling the Underlying Funds investment advisers
investment strategies and may contribute to losses that would
not have been incurred otherwise.
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Financial futures contracts used by the
Underlying Fund include interest rate futures contracts
including, among others, Eurodollar futures contracts.
Eurodollar futures contracts are U.S. dollar-denominated futures
contracts that are based on the implied forward London Interbank
Offered Rate (LIBOR) of a three-month deposit. Further
information is included in this Prospectus regarding futures
contracts, swaps and other derivative instruments used by the
Underlying Fund, including information on the risks presented by
these instruments and other purposes for which they may be used
by the Underlying Fund.
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Rating Criteria.
Except as noted below, the
Underlying Equity Funds (other than the Structured Equity Funds,
which may only invest in debt instruments that are cash
equivalents) may invest in debt securities rated at least
investment grade at the time of investment. Investment grade
debt securities are securities rated BBB or higher by Standard
& Poors or Baa or higher by Moodys. The Real
Estate Securities Fund may invest up to 20% of its total assets
not including securities lending collateral (measured at time of
purchase) in debt securities which are rated in the lowest
rating categories by Standard & Poors or Moodys
(i.e., BB or lower by Standard & Poors or Ba or lower
by Moodys), including securities rated D by Moodys
or Standard & Poors. Fixed income securities rated BB
or Ba or below (or comparable unrated securities) are commonly
referred to as junk bonds, are considered
predominately speculative and may be questionable as to
principal and interest payments as described above.
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Structured Securities and Inverse Floaters.
Certain Underlying Funds may
invest in structured securities. Structured securities are
securities whose value is determined by reference to changes in
the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the
Reference) or the relative change in two or more
References. The interest rate or the principal amount payable
upon maturity or redemption may be increased or decreased
depending upon changes in the applicable Reference. Structured
securities may be positively or negatively indexed, so that
appreciation of the Reference may produce an increase or
decrease in the interest rate or value of the security at
maturity. In addition, changes in the interest rates or the
value of the security at maturity may be a multiple of changes
in the value of the Reference. Consequently, structured
securities may present a greater degree of market
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risk than many types of securities, and may be
more volatile, less liquid and more difficult to price
accurately than less complex securities.
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Structured securities include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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Floating and Variable Rate Obligations.
Certain Underlying Funds may
purchase floating and variable rate obligations. The value of
these obligations is generally more stable than that of a fixed
rate obligation in response to changes in interest rate levels.
The issuers or financial intermediaries providing demand
features may support their ability to purchase the obligations
by obtaining credit with liquidity supports. These may include
lines of credit, which are conditional commitments to lend, and
letters of credit, which will ordinarily be irrevocable both of
which may be issued by domestic banks or foreign banks. An
Underlying Fund may purchase variable or floating rate
obligations from the issuers or may purchase certificates of
participation, a type of floating or variable rate obligation,
which are interests in a pool of debt obligations held by a bank
or other financial institutions.
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Foreign Currency Transactions.
Certain Underlying Funds may, to
the extent consistent with their investment policies, purchase
or sell foreign currencies on a cash basis or through forward
contracts. A forward contract involves an obligation to purchase
or sell a specific currency at a future date at a price set at
the time of the contract. Certain Underlying Funds may engage in
foreign currency transactions for hedging purposes and to seek
to protect against anticipated changes in future foreign
currency exchange rates. In addition, certain Underlying Funds
may enter into foreign currency transactions to seek a closer
correlation between the Underlying Funds overall currency
exposures and the currency exposures of the Underlying
Funds performance benchmark. Certain Underlying Funds may
also enter into such transactions to seek to increase total
return, which is considered a speculative practice.
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Certain Underlying Funds may also engage in
cross-hedging by using forward contracts in a currency different
from that in which the hedged security is denominated or quoted.
An Underlying Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgment of the investment adviser, it would be beneficial to
convert such currency into U.S. dollars at a later date (e.g.,
the investment adviser may anticipate the foreign currency to
appreciate against the U.S. dollar).
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APPENDIX A
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, an Underlying Funds NAV to fluctuate.
Currency exchange rates also can be affected unpredictably by
the intervention of U.S. or foreign governments or central
banks, or the failure to intervene, or by currency controls or
political developments in the United States or abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive an Underlying Fund of unrealized profits,
transaction costs, or the benefits of a currency hedge, or could
force the Underlying Fund to cover its purchase or sale
commitments, if any, at the current market price.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy,
the underlying instrument during the option period. A call
option gives the purchaser of the option the right to buy, and
the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each
Underlying Fund may write (sell) covered call and put
options and purchase put and call options on any securities in
which the Underlying Fund may invest or on any securities index
consisting of securities in which it may invest. Certain
Underlying Funds may also, to the extent consistent with their
investment policies, purchase and sell (write) put and call
options on foreign currencies.
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The writing and purchase of options is a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of an investment adviser
to manage future price fluctuations and the degree of
correlation between the options and securities (or currency)
markets. If an investment adviser is incorrect in its
expectation of changes in market prices or determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in an Underlying
Funds investment portfolio, the Underlying Fund may incur
losses that it would not otherwise incur. The use of options can
also increase an Underlying Funds transaction costs.
Options written or purchased by the Underlying Funds may be
traded on either U.S. or foreign exchanges or over-the-counter.
Foreign and over-the-counter options will present greater
possibility of loss because of their greater illiquidity and
credit risks.
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Yield Curve Options.
Certain Underlying Funds may enter
into options on the yield spread or differential
between two securities. Such transactions are referred to as
yield curve options. In contrast to other types of
options, a yield curve option is based on the difference between
the yields of designated securities rather than the prices of
the individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in
the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
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The trading of yield curve options is subject to
all of the risks associated with the trading of other types of
options. In addition, however, such options present a risk of
loss even if the yield of one of the underlying securities
remains constant, or if the spread moves in a direction or to an
extent which was not anticipated.
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Futures Contracts and Options on Futures
Contracts.
Futures contracts are
standardized, exchange-traded contracts that provide for the
sale or purchase of a specified financial instrument or currency
at a future time at a specified price. An option on a futures
contract gives the purchaser the right (and the writer of the
option the obligation) to assume a position in a futures
contract at a specified exercise price within a specified period
of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other
financial instruments and indices. Certain Underlying Funds may
engage in futures transactions on U.S. and (in the case of
certain Underlying Funds) foreign exchanges.
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Certain Underlying Funds may purchase and sell
futures contracts, and purchase and write call and put options
on futures contracts, in order to seek to increase total return
or to hedge against changes in interest rates, securities prices
or to the extent an Underlying Fund invests in foreign
securities, currency exchange rates, or to otherwise manage its
term structure, sector selection and duration in accordance with
its investment objective and policies. An Underlying Fund may
also enter into closing purchase and sale transactions with
respect to such contracts and options. The Trust, on behalf of
each Underlying Fund, has claimed an exclusion from the
definition of the term commodity pool operator under
the Commodity Exchange Act and, therefore, is not subject to
registration or regulation as a pool operator under that Act
with respect to the Underlying Funds.
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Futures contracts and related options present the
following risks:
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While an Underlying Fund may benefit from the use
of futures and options on futures, unanticipated changes in
interest rates, securities prices or currency exchange rates may
result in a poorer overall performance than if the Underlying
Fund had not entered into any futures contracts or options
transactions.
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APPENDIX A
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and an Underlying Fund may be exposed to
additional risk of loss.
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The loss incurred by an Underlying Fund in
entering into futures contracts and in writing call options on
futures is potentially unlimited and may exceed the amount of
the premium received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of an Underlying
Funds NAV.
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As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to an
Underlying Fund.
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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As an investment company registered with the SEC,
an Underlying Fund must set aside (often referred to
as asset segregation) liquid assets, or engage in
other SEC- or staff-approved measures to cover open
positions with respect to its transactions in futures contracts.
In the case of futures contracts that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the futures contracts while the
positions are open. With respect to futures contracts that do
cash settle, however, an Underlying Fund is permitted to set
aside liquid assets in an amount equal to the Underlying
Funds daily marked-to-market net obligations (
i.e.
,
the Underlying Funds daily net liability) under the
futures contracts, if any, rather than their full notional
value. Each Underlying Fund reserves the right to modify its
asset segregation policies in the future to comply with any
changes in the positions from time to time articulated by the
SEC or its staff regarding asset segregation. By setting aside
assets equal to only its net obligations under cash-settled
futures contracts, an Underlying Fund will have the ability to
employ leverage to a greater extent than if the Underlying Fund
were required to segregate assets equal to the full notional
amount of the futures contracts.
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Preferred Stock, Warrants and Rights.
Certain Underlying Funds may
invest in preferred stock, warrants and rights. Preferred stocks
are securities that represent an ownership interest providing
the holder with claims on the issuers earnings and assets
before common stock owners but after bond owners. Unlike debt
securities, the obligations of an issuer of preferred stock,
including dividend and other payment obligations, may not
typically be accelerated by the holders of such preferred stock
on the occurrence of an event of default or other non-compliance
by the issuer of the preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Loan Participations.
Certain Underlying Funds may
invest in loan participations. A loan participation is an
interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial
intermediary. Loan participation interests may take the form of
a direct or co-lending relationship with the corporate borrower,
an assignment of an interest in the loan by a co-lender or
another participant, or a participation in the sellers
share of the loan. When an Underlying Fund acts as co-lender in
connection with a participation interest or when it acquires
certain participation interests, the Underlying Fund will have
direct recourse against the borrower if the borrower fails to
pay scheduled principal and interest. In cases where the
Underlying Fund lacks direct recourse, it will look to an agent
for the lenders (the agent lender) to enforce
appropriate credit remedies against the borrower. In these
cases, the Underlying Fund may be subject to delays, expenses
and risks that are greater than those that would have been
involved if the Underlying Fund had purchased a direct
obligation (such as commercial paper) of such borrower.
Moreover, under the terms of the loan participation, the
Underlying Fund may be regarded as a creditor of the agent
lender (rather than of the underlying corporate borrower), so
that the Underlying Fund may also be subject to the risk that
the agent lender may become insolvent.
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REITs.
The
Real Estate Securities Fund expects to invest a substantial
portion of its total assets in REITs, which are pooled
investment vehicles that invest primarily in either real estate
or real estate related loans. In addition, other Underlying
Equity Funds may invest in REITs from time to time. The value of
a REIT is affected by changes in the value of the properties
owned by the REIT or securing mortgage loans held by the REIT.
REITs are dependent upon the ability of the REITs
managers, and are subject to heavy cash flow dependency, default
by borrowers and the qualification of the REITs under applicable
regulatory requirements for favorable federal income tax
treatment. REITs are also subject to risks generally associated
with investments in real estate including possible declines in
the value of real estate, general and local economic conditions,
environmental problems and changes in interest rates. To the
extent that assets underlying a REIT are concentrated
geographically, by property type or in certain other respects,
these risks may be heightened. Each Underlying Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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APPENDIX A
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Other Investment Companies.
Certain Underlying Funds may
invest in securities of other investment companies (including
exchange-traded funds such as SPDRs and iShares
SM
, as
defined below) subject to statutory limitations prescribed by
the Investment Company Act. These limitations include in certain
circumstances a prohibition on any Underlying Fund acquiring
more than 3% of the voting shares of any other investment
company, and a prohibition on investing more than 5% of an
Underlying Funds total assets in securities of any one
investment company or more than 10% of its total assets in
securities of all investment companies. An Underlying Fund will
indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.
Although the Underlying Funds do not expect to do so in the
foreseeable future, each Underlying Fund is authorized to invest
substantially all of its assets in a single open-end investment
company or series thereof that has substantially the same
investment objective, policies and fundamental restrictions as
the Underlying Fund. Pursuant to an exemptive order obtained
from the SEC, other investment companies in which an Underlying
Fund may invest include money market funds for which the
Investment Adviser or any of its affiliates serve as investment
adviser, administrator or distributor.
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Exchange-traded funds such as SPDRs and
iShares
SM
are shares of unaffiliated investment
companies which are traded like traditional equity securities on
a national securities exchange or the
NASDAQ
®
National Market System.
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Standard and Poors Depositary
Receipts.
The Underlying
Equity Funds may, consistent with their investment policies,
purchase Standard & Poors Depositary Receipts
(SPDRs). SPDRs are securities traded on an exchange
that represent ownership in the SPDR Trust, a trust which has
been established to accumulate and hold a portfolio of common
stocks that is intended to track the price performance and
dividend yield of the S&P
500
®
.
SPDRs may be used for several reasons, including, but not
limited to, facilitating the handling of cash flows or trading,
or reducing transaction costs. The price movement of SPDRs may
not perfectly parallel the price action of the S&P 500.
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iShares
SM
.
iShares are shares of an
investment company that invests substantially all of its assets
in securities included in specified indices, including the MSCI
indices for various countries and regions. iShares are listed on
an exchange and were initially offered to the public in 1996.
The market prices of iShares are expected to fluctuate in
accordance with both changes in the NAVs of their underlying
indices and supply and demand of iShares on an exchange.
However, iShares have a limited operating history and
information is lacking regarding the actual performance and
trading liquidity of iShares for extended periods or over
complete market cycles. In addition, there is no assurance that
the requirements of the exchange necessary to maintain the
listing of iShares
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will continue to be met or will remain unchanged.
In the event substantial market or other disruptions affecting
iShares occur in the future, the liquidity and value of an
Underlying Equity Funds shares could also be substantially
and adversely affected. If such disruptions were to occur, an
Underlying Equity Fund could be required to reconsider the use
of iShares as part of its investment strategy.
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Unseasoned Companies.
Certain Underlying Funds may
invest in companies which (together with their predecessors)
have operated less than three years. The securities of such
companies may have limited liquidity, which can result in their
being priced higher or lower than might otherwise be the case.
In addition, investments in unseasoned companies are more
speculative and entail greater risk than do investments in
companies with an established operating record.
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Non-Investment Grade Fixed Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly known as junk bonds) are
considered speculative. In some cases, these obligations may be
highly speculative and have poor prospects for reaching
investment grade standing. Non-investment grade fixed income
securities are subject to the increased risk of an issuers
inability to meet principal and interest obligations. These
securities, also referred to as high yield securities, may be
subject to greater price volatility due to such factors as
specific corporate developments, interest rate sensitivity,
negative perceptions of the junk bond markets generally and less
secondary market liquidity.
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Non-investment grade fixed income securities are
generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by
an Underlying Fund in defaulted securities poses additional risk
of loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The market value of non-investment grade fixed
income securities tends to reflect individual corporate or
municipal developments to a greater extent than that of higher
rated securities which react primarily to fluctuations in the
general level of interest rates. As a result, an Underlying
Funds ability to achieve its investment objectives may
depend to a greater extent on the investment advisers
judgment concerning the creditworthiness of issuers than funds
which invest in higher-rated securities. Issuers of
non-investment grade fixed income securities may not be able to
make use of more traditional methods of financing and their
ability to service debt obligations may be affected more
adversely than issuers of higher-rated securities by economic
downturns, specific corporate or financial developments or
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APPENDIX A
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the issuers inability to meet specific
projected business forecasts. Negative publicity about the junk
bond market and investor perceptions regarding lower rated
securities, whether or not based on fundamental analysis, may
depress the prices for such securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities. Investment by an
Underlying Fund in defaulted securities poses additional risk of
loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The secondary market for non-investment grade
fixed income securities is concentrated in relatively few market
makers and is dominated by institutional investors, including
mutual funds, insurance companies and other financial
institutions. Accordingly, the secondary market for such
securities is not as liquid as, and is more volatile than, the
secondary market for higher-rated securities. In addition,
market trading volume for high yield fixed income securities is
generally lower and the secondary market for such securities
could shrink or disappear suddenly and without warning as a
result of adverse market or economic conditions, independent of
any specific adverse changes in the condition of a particular
issuer. The lack of sufficient market liquidity may cause an
Underlying Fund to incur losses because it will be required to
effect sales at a disadvantageous time and then only at a
substantial drop in price. These factors may have an adverse
effect on the market price and an Underlying Funds ability
to dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for an
Underlying Fund to obtain precise valuations of the high yield
securities in its portfolio.
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Credit ratings issued by credit rating agencies
are designed to evaluate the safety of principal and interest
payments of rated securities. They do not, however, evaluate the
market value risk of non-investment grade securities and,
therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not
make timely changes in a rating to reflect changes in the
economy or in the conditions of the issuer that affect the
market value of the security. Consequently, credit ratings are
used only as a preliminary indicator of investment quality.
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Equity Swaps.
Each Underlying Equity Fund may
invest up to 15% of its net assets in equity swaps. Equity swaps
allow the parties to a swap agreement to
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exchange dividend income or other components of
return on an equity investment (for example, a group of equity
securities or an index) for a component of return on another
non-equity or equity investment.
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An equity swap may be used by an Underlying Fund
to invest in a market without owning or taking physical custody
of securities in circumstances in which direct investment may be
restricted for legal reasons or is otherwise deemed impractical
or disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that an investment adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, an
Underlying Fund may suffer a loss, which may be substantial. The
value of some components of an equity swap (such as the
dividends on a common stock) may also be sensitive to changes in
interest rates. Furthermore, an Underlying Fund may suffer a
loss if the counterparty defaults. Because equity swaps are
normally illiquid, an Underlying Fund may be unable to terminate
its obligations when desired.
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When-Issued Securities and Forward
Commitments.
Each Underlying Fund
may purchase when-issued securities and make contracts to
purchase or sell securities for a fixed price at a future date
beyond customary settlement time. When-issued securities are
securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is
considered to be an advantageous price or yield to the
Underlying Fund at the time of entering into the transaction. A
forward commitment involves the entering into a contract to
purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although an Underlying
Fund will generally purchase securities on a when-issued or
forward commitment basis with the intention of acquiring the
securities for its portfolio, an Underlying Fund may dispose of
when-issued securities or forward commitments prior to
settlement if its investment adviser deems it appropriate.
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Repurchase Agreements.
Repurchase agreements involve the
purchase of securities subject to the sellers agreement to
repurchase them at a mutually agreed upon date and price.
Certain Underlying Funds may enter into repurchase agreements
with securities dealers and banks which furnish collateral at
least equal in value or market price to the amount of their
repurchase obligation. Some Underlying Funds
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86
APPENDIX A
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may also enter into repurchase agreements
involving certain foreign government securities.
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If the other party or seller
defaults, an Underlying Fund might suffer a loss to the extent
that the proceeds from the sale of the underlying securities and
other collateral held by the Underlying Fund are less than the
repurchase price and the Underlying Funds costs associated
with delay and enforcement of the repurchase agreement. In
addition, in the event of bankruptcy of the seller, an
Underlying Fund could suffer additional losses if a court
determines that the Funds interest in the collateral is
not enforceable.
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Certain Underlying Funds, together with other
registered investment companies having advisory agreements with
the Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Underlying Fund may engage in
securities lending. Securities lending involves the lending of
securities owned by an Underlying Fund to financial institutions
such as certain broker-dealers, including, as permitted by the
SEC, Goldman Sachs. The borrowers are required to secure their
loans continuously with cash, cash equivalents, U.S. Government
Securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by an Underlying Fund in short-term investments,
including registered and unregistered investment pools managed
by the Investment Adviser, its affiliates or the Underlying
Funds custodian or its affiliates and from which the
Investment Adviser or its affiliates may receive fees. To the
extent that cash collateral is so invested, such collateral will
be subject to market depreciation or appreciation, and an
Underlying Fund will be responsible for any loss that might
result from its investment of the borrowers collateral. If
an investment adviser determines to make securities loans, the
value of the securities loaned may not exceed 33 1/3% of the
value of the total assets of an Underlying Fund (including the
loan collateral). Loan collateral (including any investment of
the collateral) is not subject to the percentage limitations or
non-fundamental investment policies described elsewhere in this
Prospectus regarding investments in fixed income securities and
cash equivalents.
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An Underlying Fund may lend its securities to
increase its income. An Underlying Fund may, however, experience
delay in the recovery of its securities or incur a loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Underlying Fund or
becomes insolvent.
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Short Sales Against-the-Box.
Certain Underlying Funds may make
short sales against-the-box. A short sale against-the-box means
that at all times when a short
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position is open the Underlying Fund will own an
equal amount of securities sold short, or securities convertible
into or exchangeable for, without the payment of any further
consideration, an equal amount of the securities of the same
issuer as the securities sold short.
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Mortgage Dollar Rolls.
Certain Underlying Funds may enter
into mortgage dollar rolls. In mortgage dollar
rolls, an Underlying Fund sells securities for delivery in the
current month and simultaneously contracts with the same
counterparty to repurchase substantially similar (same type,
coupon and maturity) but not identical securities on a specified
future date. During the roll period, the Underlying Fund loses
the right to receive principal and interest paid on the
securities sold. However, the Underlying Fund benefits to the
extent of any difference between (i) the price received for
the securities sold and (ii) the lower forward price for
the future purchase and/or fee income plus the interest earned
on the cash proceeds of the securities sold. Unless the benefits
of a mortgage dollar roll exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that
would have been realized on the securities sold as part of the
roll, the use of this technique will diminish the Underlying
Funds performance.
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Successful use of mortgage dollar rolls depends
upon an investment advisers ability to predict correctly
interest rates and mortgage prepayments. If the investment
adviser is incorrect in its prediction, an Underlying Fund may
experience a loss. The Underlying Funds do not currently intend
to enter into mortgage dollar rolls for financing and do not
treat them as borrowings.
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Borrowings and Reverse Repurchase
Agreements.
Each Underlying Fund
can borrow money from banks and other financial institutions,
and certain Underlying Funds may enter into reverse repurchase
agreements in amounts not exceeding one-third of its total
assets. An Underlying Fund may not make additional investments
if borrowings exceed 5% of its total assets. Reverse repurchase
agreements involve the sale of securities held by an Underlying
Fund subject to the Underlying Funds agreement to
repurchase them at a mutually agreed upon date and price
(including interest). These transactions may be entered into as
a temporary measure for emergency purposes or to meet redemption
requests. Reverse repurchase agreements may also be entered into
when the investment adviser expects that the interest income to
be earned from the investment of the transaction proceeds will
be greater than the related interest expense. Borrowings and
reverse repurchase agreements involve leveraging. If the
securities held by an Underlying Fund decline in value while
these transactions are outstanding, the NAV of the Underlying
Funds outstanding shares will decline in value by
proportionately more than the decline in value of the
securities. In addition, reverse repurchase agreements involve
the risk that the investment return earned by an Underlying Fund
(from the
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88
APPENDIX A
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investment of the proceeds) will be less than the
interest expense of the transaction, that the market value of
the securities sold by an Underlying Fund will decline below the
price the Underlying Fund is obligated to pay to repurchase the
securities, and that the securities may not be returned to the
Underlying Fund.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
To the extent consistent with
their investment policies, certain Underlying Funds may enter
into interest rate swaps, mortgage swaps, credit swaps, currency
swaps, total return swaps, options on swaps and interest rate
caps, floors and collars. Interest rate swaps involve the
exchange by an Underlying Fund with another party of their
respective commitments to pay or receive interest, such as an
exchange of fixed-rate payments for floating rate payments.
Mortgage swaps are similar to interest rate swaps in that they
represent commitments to pay and receive interest. The notional
principal amount, however, is tied to a reference pool or pools
of mortgages. Credit swaps involve the receipt of floating or
fixed rate payments in exchange for assuming potential credit
losses on an underlying security. Credit swaps give one party to
a transaction (the buyer of the credit swap) the right to
dispose of or acquire an asset (or group of assets), or the
right to receive a payment from the other party, upon the
occurrence of specified credit events. Currency swaps involve
the exchange of the parties respective rights to make or
receive payments in specified currencies. Total return swaps
give an Underlying Fund the right to receive the appreciation in
the value of a specified security, index or other instrument in
return for a fee paid to the counterparty, which will typically
be an agreed upon interest rate. If the underlying asset in a
total return swap declines in value over the term of the swap,
the Underlying Fund may also be required to pay the dollar value
of that decline to the counterparty. The Underlying Funds may
also purchase and write (sell) options contracts on swaps,
commonly referred to as swaptions. A swaption is an option to
enter into a swap agreement. Like other types of options, the
buyer of a swaption pays a non-refundable premium for the option
and obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is
exercised) to enter into an underlying swap on agreed-upon
terms. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on
a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap
and
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a floor that preserves a certain return within a
predetermined range of interest rates.
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Certain Underlying Funds may enter into swap
transactions for hedging purposes or to seek to increase total
return. As an example, when an Underlying Fund is the buyer of a
credit default swap (commonly known as buying protection), it
may make periodic payments to the seller of the credit default
swap to obtain protection against a credit default on a
specified underlying asset (or group of assets). If a default
occurs, the seller of the credit default swap may be required to
pay the Underlying Fund the notional value of the
credit default swap on a specified security (or group of
securities). On the other hand, when an Underlying Fund is a
seller of a credit default swap, in addition to the credit
exposure the Underlying Fund has on the other assets held in its
portfolio, the Underlying Fund is also subject to the credit
exposure on the notional amount of the swap since, in the event
of a credit default, the Underlying Fund may be required to pay
the notional value of the credit default swap on a
specified security (or group of securities) to the buyer of the
credit default swap. An Underlying Fund will be the seller of a
credit default swap only when the credit of the underlying asset
is deemed by its investment adviser to meet the Underlying
Funds minimum credit criteria at the time the swap is
first entered into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If an investment adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates or in the evaluation of the creditworthiness of swap
counterparties and issuers of the underlying assets, the
investment performance of an Underlying Fund would be less
favorable than it would have been if these investment techniques
were not used.
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As an investment company registered with the SEC,
an Underlying Fund must set aside (often referred to
as asset segregation) liquid assets, or engage in
other SEC- or staff-approved measures to cover open
positions with respect to certain kinds of derivatives
instruments. In the case of swaps that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the swaps while the positions are
open. With respect to swaps that do cash settle, however, an
Underlying Fund is permitted to set aside liquid assets in an
amount equal to its daily marked-to-market net obligations
(
i.e.,
an Underlying Funds daily net liability)
under the swaps, if any, rather than their full notional value.
An Underlying Fund reserves the right to modify its asset
segregation policies in the future to comply with any changes in
the positions from time to time articulated by the SEC or its
staff regarding asset segregation. By setting aside
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90
APPENDIX A
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assets equal to only its net obligations under
cash-settled swaps, an Underlying Fund will have the ability to
employ leverage to a greater extent than if the Underlying Fund
were required to segregate assets equal to the full notional
amount of the swaps.
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Inflation Protected
Securities.
Certain Underlying
Funds may invest in IPS of varying maturities issued by the
U.S. Treasury and other U.S. and non-U.S. Government
agencies and corporations. IPS are fixed income securities whose
interest and principal payments are adjusted according to the
rate of inflation. The interest rate on IPS is fixed at
issuance, but over the life of the bond this interest may be
paid on an increasing or decreasing principal value that has
been adjusted for inflation. Although repayment of the original
bond principal upon maturity is guaranteed, the market value of
IPS is not guaranteed, and will fluctuate.
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The values of IPS generally fluctuate in response
to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. If inflation were to rise at a faster rate than
nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates were to increase at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. If inflation is lower than expected during
the period the Underlying Fund holds IPS, the Underlying Fund
may earn less on the IPS than on a conventional bond. If
interest rates rise due to reasons other than inflation (for
example, due to changes in the currency exchange rates),
investors in IPS may not be protected to the extent that the
increase is not reflected in the bonds inflation measure.
There can be no assurance that the inflation index for IPS will
accurately measure the real rate of inflation in the prices of
goods and services.
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The U.S. Treasury utilizes the CPIU as the
measurement of inflation, while other issuers of IPS may use
different indices as the measure of inflation. Any increase in
principal value of IPS caused by an increase in the CPIU is
taxable in the year the increase occurs, even though an
Underlying Fund holding IPS will not receive cash representing
the increase at that time. As a result, an Underlying Fund could
be required at times to liquidate other investments, including
when it is not advantageous to do so, in order to satisfy its
distribution requirements as a regulated investment company.
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If an Underlying Fund invests in IPS, it will be
required to treat as original issue discount any increase in the
principal amount of the securities that occurs during the course
of its taxable year. If an Underlying Fund purchases such
inflation protected securities that are issued in stripped form
either as stripped bonds or coupons, it will be treated as if it
had purchased a newly issued debt instrument having original
issue discount.
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Because the Underlying Fund is required to
distribute substantially all of its net investment income
(including accrued original issue discount), the Underlying
Funds investment in either zero coupon bonds or IPS may
require the Underlying Fund to distribute to shareholders an
amount greater than the total cash income it actually receives.
Accordingly, in order to make the required distributions, the
Underlying Fund may be required to borrow or liquidate
securities.
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92
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Appendix B
Financial Highlights
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As the Portfolios have not yet commenced
investment operations as of the date of this Prospectus, there
is no performance information quoted for the Portfolios.
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[This page intentionally left blank]
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1
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General
Investment Management Approach
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3
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Portfolio
Investment Objectives and Strategies
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Principal
Investment Strategies
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6
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Principal
Risks of the Portfolios
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8
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Description
of the Underlying Funds
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15
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Principal
Risks of the Underlying Funds
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22
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Portfolio
Performance
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23
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Portfolio
Fees and Expenses
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31
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Service
Providers
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37
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Dividends
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39
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Shareholder
Guide
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39 How To Buy Shares
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45 How To Sell Shares
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52
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Taxation
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55
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Appendix
A
Additional Information on
the Underlying Funds
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93
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Appendix
B
Financial Highlights
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Retirement Strategy Portfolios
Prospectus
(Service
Shares)
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Annual/Semi-annual
Report
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Additional information about the Portfolios
investments is available in the Portfolios annual and
semi-annual reports to shareholders. In the Portfolios
annual reports, you will find a discussion of the market
conditions and investment strategies that significantly affected
the Portfolios performance during the last fiscal year. As
of the date of this Prospectus the Portfolios have not commenced
operations. The annual report for the fiscal period ended
August 31, 2008 will become available to shareholders in
October 2008.
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Statement
Of Additional Information
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Additional information about the Portfolios and
their policies is also available in the Portfolios
Additional Statement. The Additional Statement is incorporated
by reference into this Prospectus (is legally considered part of
this Prospectus).
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The Portfolios annual and semi-annual
reports, and the Additional Statement, are available free upon
request by calling Goldman Sachs at 1-800-526-7384. You can also
download the annual and semi-annual reports and the Additional
Statement at the Funds website:
http://www.goldmansachsfunds.com.
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To obtain other information and for shareholder
inquiries:
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n
By
telephone:
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1-800-526-7384
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n
By
mail:
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Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606
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n
On
the Internet:
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SEC EDGAR database http://www.sec.gov
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You may review and obtain copies of Portfolio
documents (including the Additional Statement) by visiting the
SECs public reference room in Washington, D.C. You
may also obtain copies of Portfolio documents, after paying a
duplicating fee, by writing to the SECs Public Reference
Section, Washington, D.C. 20549-0102 or by electronic request
to: publicinfo@sec.gov. Information on the operation of the
public reference room may be obtained by calling the SEC at
(202) 942-8090.
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The Portfolios investment company
registration number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
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AAPRO
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Preliminary
Prospectus dated August 14, 2007
Subject
to Completion
The
information in the prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Class A
and
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C
Shares
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August , 2007
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GOLDMAN SACHS
SINGLE/MULTI-SECTOR TAXABLE FIXED INCOME FUND
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n
Goldman
Sachs
Inflation
Protected
Securities Fund
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THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
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NOT
FDIC-INSURED
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May Lose
Value
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No Bank
Guarantee
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General Investment
Management Approach
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Goldman Sachs Asset Management, L.P.
(GSAM
®
),
serves as investment adviser to the Goldman Sachs Inflation
Protected Securities Fund (the Fund). GSAM is
referred to in this Prospectus as the Investment
Adviser.
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Goldman
Sachs Fixed Income Investing Philosophy:
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Global fixed income markets are constantly
evolving and are highly diverse with myriad countries,
currencies, sectors, issuers and securities. We believe
inefficiencies in these complex markets cause bond prices to
diverge from their fair value for periods of time. To capitalize
on these inefficiencies and generate consistent risk-adjusted
performance, we believe it is critical to:
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Thoughtfully combine diversified sources of
return by employing multiple investment strategies
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Take a global perspective to uncover relative
value opportunities
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Employ focused specialist teams to identify
short-term mispricings and incorporate long-term views
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Emphasize a risk-aware approach
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GSAMs Fixed Income investment process seeks
to maximize risk-adjusted total returns by utilizing a diverse
set of investment strategies. The process revolves around four
key elements:
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1. Developing a long-term risk
budget
The lead portfolio
managers (Portfolio Team) are responsible for the
overall results of the Fund. They set the strategic direction of
the Fund by establishing a risk budget. Following
careful analysis of risk and return objectives, they allocate
the overall risk budget to each component strategy to optimize
potential return.
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2. Generating investment views and
strategies
Within the
parameters of the risk budget, our Top-down and Bottom-up
Strategy Teams (collectively, Strategy Teams)
generate investment ideas within their areas of specialization.
The Top-down Strategy Teams are responsible for
cross-sector, duration, country and currency decisions and are
deliberately small to ensure creativity and expedite
decision-making and execution. Concurrently, the Bottom-up
Strategy Teams, comprised of sector specialists, formulate
sub-sector allocation and security selection decisions.
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3. Implementing
portfolios
The Strategy Teams
trade the securities within their area of expertise, while the
Portfolio Team oversees the portfolio construction process. In
this way, the Fund benefits from the Best Ideas
generated by the Strategy Teams and trades remain consistent
with risk and return objectives.
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1
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4. Monitoring
strategies
The Portfolio Team
is responsible for monitoring the Fund to ensure the most
optimal mix of strategies. In addition, the Top-down and
Bottom-up Strategy Teams review the strategies within their
areas of specialization.
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With every fixed-income portfolio,
the Investment Adviser applies a team approach that emphasizes
risk management and capitalizes on Goldman Sachs extensive
research capabilities.
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2
GENERAL INVESTMENT
MANAGEMENT APPROACH
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The Fund described in this Prospectus has a
target duration. The Funds duration approximates its price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
duration of three years may be expected to rise approximately
three percent and the price of a bond with a five year duration
may be expected to rise approximately five percent. The converse
is also true. Suppose interest rates in one day rise by one
percent which, in turn, causes yields on every bond in the
market to rise by the same amount. In this second example, the
price of a bond with a duration of three years may be expected
to fall approximately three percent and the price of a bond with
a five year duration may be expected to fall approximately five
percent. The longer the duration of a bond, the more sensitive
the bonds price is to changes in interest rates. Maturity
measures the time until final payment is due; it takes no
account of the pattern of a securitys cash flows over
time. In calculating maturity, the Fund may determine the
maturity of a variable or floating rate obligation according to
its interest rate reset date, or the date principal can be
recovered on demand, rather than the date of ultimate maturity.
Similarly, to the extent that a fixed income obligation has a
call, refunding or redemption provision, the date on which the
instrument is expected to be called, refunded or redeemed may be
considered to be its maturity date. There is no guarantee that
the expected call, refund or redemption will occur, and the
Funds average maturity may lengthen beyond the Investment
Advisers expectations should the expected call, refund or
redemption not occur. In computing portfolio duration, the Fund
will estimate the duration of obligations that are subject to
prepayment or redemption by the issuer, taking into account the
influence of interest rates on prepayments and coupon flows.
This method of computing duration is known as
option-adjusted duration.
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Durations for inflation protected securities,
which are based on inflation-adjusted yields, are converted to
nominal durations through a conversion factor, typically between
20% and 90% of the respective real duration. All security
holdings will be measured in effective (nominal) duration terms.
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Interest rates and, fixed income securities
prices can be volatile, and a variance in the degree of
volatility or in the direction of the market from the Investment
Advisers expectations may produce significant losses in
the Funds investments in derivatives. In addition, a
perfect correlation between a derivatives position and a fixed
income security position is generally impossible to achieve. As
a result, the Investment Advisers use of derivatives may
not be effective in fulfilling the Investment Advisers
investment strategies and may contribute to losses that would
not have been incurred otherwise.
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3
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References in the Prospectus to the Funds
benchmark are for informational purposes only, and unless
otherwise noted are not necessarily an indication of how the
Fund is managed.
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In addition, the Funds investment
objective, and all policies not specifically designated as
fundamental in this Prospectus or the Statement of Additional
Information (the Additional Statement), are
non-fundamental and may be changed without shareholder approval.
However, the Fund will provide shareholders with at least
60 days written notice before any change in its
investment objective. If there is a change in the Funds
investment objective, you should consider whether the Fund
remains an appropriate investment in light of your then-current
financial position and needs.
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4
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Fund Investment Objective
and Strategies
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Goldman Sachs Inflation
Protected
Securities Fund
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FUND FACTS
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Duration*
(under normal interest rate conditions):
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Target = Lehman
Brothers U.S. TIPS Index plus or minus 1-2 years
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Credit
Quality:
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Primarily in investment
grade securities
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Benchmark:
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Lehman Brothers U.S. TIPS
Index
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The Fund seeks real return consistent with
preservation of capital. Real return is the return on an
investment adjusted for inflation.
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PRINCIPAL
INVESTMENT STRATEGIES
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The Fund invests, under normal circumstances, at
least 80% of its net assets plus any borrowings for investment
purposes (measured at time of purchase) (Net Assets)
in inflation protected securities (IPS)** of varying
maturities issued by the U.S. Treasury (TIPS)
and other U.S. and non-U.S. Government agencies and
corporations (CIPS). IPS are designed to provide
inflation protection to investors. The U.S. Treasury uses the
Consumer Price Index for Urban Consumers (the CPIU)
as the measurement of inflation, while other issuers of IPS may
use other indices as the measure of inflation. IPS are
income-generating instruments whose interest and principal
payments are adjusted for inflation a sustained
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*
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The Funds duration approximates its
price sensitivity to changes in interest rates. Historically,
over the last ten years, the duration of the Lehman Brothers
U.S. TIPS Index has ranged between 0.3 and
8.6 years.
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**
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To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in a Funds
policy to invest at least 80% of its Net Assets in the
particular type of investment suggested by its name.
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5
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Goldman Sachs Inflation
Protected
Securities Fund
continued
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increase in prices that erodes the purchasing
power of money. The inflation adjustment, which is typically
applied monthly to the principal of the bond, follows a
designated inflation index, such as the consumer price index. A
fixed coupon rate is applied to the inflation-adjusted principal
so that as inflation rises, both the principal value and the
interest payments increase. This can provide investors with a
hedge against inflation, as it helps preserve the purchasing
power of an investment. Because of this inflation adjustment
feature, inflation protected bonds typically have lower yields
than conventional fixed-rate bonds.
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The remainder of the Funds Net Assets (up
to 20%) may be invested in other fixed income securities,
including U.S. Government Securities, asset-backed securities,
mortgage-backed securities, corporate securities, high yield
securities and securities issued by foreign corporate and
governmental issuers.
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6
Other Investment Practices
and Securities
The tables below and the tables on the following
pages identify some of the investment techniques that may (but
are not required to) be used by the Fund in seeking to achieve
its investment objective. Numbers in the table show allowable
usage only; for actual usage, consult the Funds annual/
semi-annual reports. For more information about these and other
investment practices and securities, see Appendix A. The
Fund publishes on its website
(http://www.goldmansachsfunds.com)
complete portfolio
holdings for the Fund as of the end of each fiscal quarter
subject to a thirty calendar-day lag between the date of the
information and the date on which the information is disclosed.
In addition, the Fund publishes on its website selected holdings
information monthly subject to a ten calendar-day lag between
the date of the information and the date on which the
information is disclosed. This information will be available on
the website until the date on which the Fund files its next
quarterly portfolio holdings report on Form N-CSR or
Form N-Q with the SEC. In addition, a description of the
Funds policies and procedures with respect to the
disclosure of the Funds portfolio securities is available
in the Funds Additional Statement.
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10
Percent of total assets (including securities lending collateral)
(italic type)
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10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
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No specific percentage limitation
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on usage; limited only by the
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objectives and strategies of the Fund
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Inflation
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Not permitted
**
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Protected
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Securities
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Fund
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Investment
Practices
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Borrowings
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33 1/3
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Credit, Interest Rate and
Total Return Swaps
*
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Currency Options and
Futures
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Cross Hedging of Currencies
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Currency
Swaps
*
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Financial Futures Contracts
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Forward Foreign Currency
Exchange Contracts
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Interest Rate Floors, Caps
and Collars
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Mortgage Dollar Rolls
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Mortgage
Swaps
*
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Options (including Options
on Futures)
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Options on Foreign
Currencies
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Repurchase Agreements
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Securities Lending
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33 1/3
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When-Issued Securities and
Forward Commitments
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*
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Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and
swap transactions that are not deemed liquid.
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**
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The Fund may, however, invest securities
lending collateral in registered funds that invest in such
instruments.
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7
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10
Percent of total assets
(italic type)
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10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
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No specific percentage limitation
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on usage; limited only by the
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Inflation
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objectives and strategies of the Fund
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Protected
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Not permitted
**
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Securities
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Fund
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Investment
Securities
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Asset-Backed Securities
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Bank Obligations
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Convertible Securities
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Corporate Debt Obligations
and Trust Preferred Securities
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Emerging Country Securities
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Floating and Variable Rate
Obligations
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Foreign Securities
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Inflation Protected
Securities
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80+
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Loan Participations
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Mortgage-Backed
Securities
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Adjustable Rate Mortgage
Loans
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Collateralized Mortgage
Obligations
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Fixed Rate Mortgage Loans
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Government Issued
Mortgage-Backed Securities
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Multiple Class
Mortgage-Backed Securities
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Privately Issued
Mortgage-Backed Securities
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Stripped Mortgage-Backed
Securities
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High Yield Securities
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Preferred Stock, Warrants
and Rights
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Structured Securities*
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Taxable Municipal
Securities
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Tax-Free Municipal
Securities
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Temporary Investments
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U.S. Government Securities
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*
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Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and
swap transactions that are not deemed liquid.
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**
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The Fund may, however, invest securities
lending collateral in registered funds that invest in such
instruments.
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8
[This page intentionally left blank]
9
Principal Risks of the Fund
Loss of money is a risk of investing in the Fund.
An investment in the Fund is not a deposit of any bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes important risks that apply to the Fund and may result
in a loss of your investment. The Fund should not be relied upon
as a complete investment program. There can be no assurance that
the Fund will achieve its investment objective.
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Inflation
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Protected
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Applicable
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Securities
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Not applicable
*
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Fund
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NAV
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Inflation Protected
Securities
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Fixed Income Securities
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Deflation
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Tax Consequences
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CPIU Measurement
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Interest Rate
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Credit/Default
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Call
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Extension
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Derivatives
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U.S. Government Securities
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Market
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Management
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Liquidity
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Sovereign
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Political
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Economic
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Repayment
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Foreign
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Emerging Countries
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Junk Bond
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*
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The Fund may, however, invest in securities
lending collateral in registered or unregistered funds that
invest in instruments subject to such risks.
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10
PRINCIPAL RISKS OF THE FUND
General
Risks:
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n
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NAV
Risk
The risk that the net
asset value (NAV) of the Fund and the value of your
investment will fluctuate.
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n
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Inflation Protected Securities
Risk
The value of Inflation
Protected Securities (IPS) generally fluctuates in response to
changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. Therefore, if inflation were to rise at a faster rate
than nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates increased at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. Although the principal value of IPS
declines in periods of deflation, holders at maturity receive no
less than the par value of the bond. However, if the Fund
purchases IPS in the secondary market whose principal values
have been adjusted upward due to inflation since issuance, the
Fund may experience a loss if there is a subsequent period of
deflation. If inflation is lower than expected during the period
the Fund holds an IPS, the Fund may earn less on the security
than on a conventional bond. The U.S. Treasury only began
issuing inflation protected securities (TIPS) in 1997, and
corporations began issuing Corporate Inflation Protected
Securities (CIPS) even more recently. As a result, the market
for such securities may be less developed or liquid, and more
volatile, than certain other securities markets. Although IPS
with different maturities may be issued in the future, the U.S.
Treasury currently issues TIPS in five-year, ten-year and
twenty-year maturities, and CIPS are currently issued in
five-year, seven-year and ten-year maturities. The CPIU is the
measurement used for inflation.
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n
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Fixed Income Securities
Risk
Prices of bonds may fall
in response to economic events or trends. The longer a
bonds maturity, the greater the risk that its value may
fall in response to economic events or trends.
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n
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Deflation
Risk
It is possible that
prices throughout the economy may decline over time, resulting
in deflation. If this occurs, the principal and
income of inflation-protected fixed income securities held by
the Fund would likely decline in price, which could result in
losses for the Fund.
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n
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Tax Consequences
Risk
Adjustments for
inflation to the principal amount of an inflation indexed bond
may give rise to original issue discount, which will be
includable in the Funds gross income. Please see the
section entitled TaxationDistributions.
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n
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CPIU Measurement
Risk
The CPIU is a
measurement of changes in the cost of living, made up of
components such as housing, food, transportation and energy.
There can be no assurance that the CPIU will accurately measure
the real rate of inflation in the prices of goods and services.
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n
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Interest Rate
Risk
The risk that when
interest rates increase, fixed-income securities held by the
Fund (including inflation protected fixed income securities)
will decline in value. Long-term fixed-income securities will
normally have more
|
11
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price volatility because of this risk than
short-term fixed-income securities. Because most of the fixed
income securities in the Fund are inflation protected
obligations of the U.S. Treasury that are adjusted for
inflation, the Fund should be less susceptible to increases in
interest rates and interest rate risk than conventional
government bond funds with a similar average maturity.
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n
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Credit/Default
Risk
The risk that an issuer
or guarantor of fixed-income securities held by the Fund (which
may have low credit ratings), or the counterparty in a
derivative instrument, may default on its obligation to pay
interest and repay principal.
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n
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Call Risk/Prepayment
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund (such as a mortgage-backed security) earlier than
expected. This may happen when there is a decline in interest
rates. Under these circumstances, the Fund may be unable to
recoup all of its initial investment and will also suffer from
having to reinvest in lower yielding securities.
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n
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Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund (such as a mortgage-backed security) later than
expected. This may happen when there is a rise in interest
rates. Under these circumstances, the value of the obligation
will decrease, and the Fund will also suffer from the inability
to invest in higher yielding securities.
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n
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Derivatives
Risk
The risk that loss may
result from the Funds investments in options, futures,
swaps, options on swaps, structured securities and other
derivative instruments. These instruments may be illiquid,
difficult to price and leveraged so that small changes may
produce disproportionate losses to the Fund.
|
n
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U.S. Government Securities
Risk
The risk that the U.S.
government will not provide financial support to U.S. government
agencies, instrumentalities or sponsored enterprises if it is
not obligated to do so by law. Although many types of U.S.
Government Securities may be purchased by the Fund, such as
those issued by the Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation
(Freddie Mac) and Federal Home Loan Banks may be
chartered or sponsored by Acts of Congress, their securities are
neither issued nor guaranteed by the United States Treasury and,
therefore, are not backed by the full faith and credit of the
United States. The maximum potential liability of the issuers of
some U.S. Government Securities held by the Fund may greatly
exceed their current resources, including their legal right to
support from the U.S. Treasury. It is possible that these
issuers will not have the funds to meet their payment
obligations in the future.
|
n
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Market
Risk
The risk that the value
of the securities in which the Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods. The Funds investments may be overweighted from
time to time in one or more industry sectors, which will
|
12
PRINCIPAL RISKS OF THE FUND
|
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increase the Funds exposure to risk of loss
from adverse developments affecting those sectors.
|
n
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Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Liquidity
Risk
The risk that the Fund
will not be able to pay redemption proceeds within the time
period stated in this Prospectus because of unusual market
conditions, an unusually high volume of redemption requests, or
other reasons. Certain of the Goldman Sachs Retirement Strategy
Portfolios expect to invest in the Fund and other funds for
which GSAM or an affiliate now or in the future acts as
investment adviser or underwriter. Redemptions by these funds of
their position in the Fund may further increase liquidity risk
and may impact the Funds net asset value.
|
n
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Sovereign
Risk
The risk that the issuer
of the non-U.S. sovereign debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay the principal or interest when due.
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n
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Political
Risk
The risks associated
with the general political and social environment of a country.
These factors may include among other things government
instability, poor socioeconomic conditions, corruption, lack of
law and order, lack of democratic accountability, poor quality
of the bureaucracy, internal and external conflict, and
religious and ethnic tensions. High political risk can impede
the economic welfare of a country.
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n
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Economic
Risk
The risks associated
with the general economic environment of a country. These can
encompass, among other things, low quality and growth rate of
Gross Domestic Product (GDP), high inflation or
deflation, high government deficits as a percentage of GDP, weak
financial sector, overvalued exchange rate, and high current
account deficits as a percentage of GDP.
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n
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Repayment
Risk
The risk associated with
the inability of a country to pay its external debt obligations
in the immediate future. Repayment risk factors may include but
are not limited to high foreign debt as a percentage of GDP,
high foreign debt service as a percentage of exports, low
foreign exchange reserves as a percentage of short-term debt or
exports, and an unsustainable exchange rate structure.
|
|
|
n
|
Foreign
Risk
The risk of loss
associated with foreign investments that are not typically
associated with domestic issuers. Loss may result because of
less foreign government regulation, less public information and
less economic, political and social stability. Loss may also
result from the imposition of exchange controls, confiscations
and other government restrictions. The Fund will also be subject
to the risk of negative foreign currency rate fluctuations.
Foreign risk will normally be greatest when the Fund invests in
issuers located in emerging countries.
|
n
|
Emerging Countries
Risk
The Fund may invest in
emerging countries. The securities markets of Asian, Latin,
Central and South American, Eastern European,
|
13
|
|
|
Middle Eastern, African and other emerging
countries are less liquid, are especially subject to greater
price volatility, have smaller market capitalizations, have less
government regulation and are not subject to as extensive and
frequent accounting, financial and other reporting requirements
as the securities markets of more developed countries. These
risks are not normally associated with investments in more
developed countries.
|
|
n
|
Junk Bond
Risk
The Fund may but does
not currently intend to invest in non-investment grade
fixed-income securities (commonly known as junk
bonds) that are considered speculative. Non-investment
grade fixed-income securities and unrated securities of
comparable credit quality are subject to the increased risk of
an issuers inability to meet principal and interest
payment obligations. These securities may be subject to greater
price volatility due to such factors as specific corporate or
municipal developments, interest rate sensitivity, negative
perceptions of the junk bond markets generally and less
secondary market liquidity.
|
|
More information about the Funds portfolio
securities and investment techniques, and their associated
risks, is provided in Appendix A. You should consider the
investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
14
HOW THE FUND HAS
PERFORMED
|
|
|
|
As the Fund has not yet commenced investment
operations as of the date of this Prospectus, there is no
performance information quoted for the Fund.
|
15
Fund Fees and Expenses
(Class A and C Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Class A or Class C
Shares of the Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation Protected
|
|
|
Securities Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
4.5%
|
1
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
2
|
|
|
None
|
1
|
|
|
1.0%
|
3
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
4
|
|
|
|
|
Management
Fees
5
*
|
|
|
0.33%
|
|
|
|
0.33%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
6
*
|
|
|
1.27%
|
|
|
|
1.27%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.85%
|
|
|
|
2.60%
|
|
|
See page 16 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Fund Operating Expenses
shown in the table above do not reflect voluntary management fee
waivers and expense limitation agreements currently in place
with respect to the Fund. The Funds Management
Fees, Other Expenses, and Total Fund
Operating Expenses, after application of current
management fee waivers and expense limitation agreements, are as
set forth below. These management fee waivers and expense
limitation agreements may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation Protected
|
|
|
Securities Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
4
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
0.25%
|
|
|
|
0.25%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
6
|
|
|
0.17%
|
|
|
|
0.17%
|
|
|
Total Fund Operating Expenses (after current
waivers and expense limitations)
|
|
|
0.67%
|
|
|
|
1.42%
|
|
|
16
FUND FEES AND EXPENSES
|
|
|
1
|
|
The maximum sales charge is a percentage of
the offering price. Under certain circumstances, which are
described in the Shareholder Guide, the maximum sales charge may
be reduced or waived entirely. A CDSC of 1% may be imposed on
certain redemptions (within 18 months of purchase) of
Class A Shares sold without an initial sales charge as part
of an investment of $1 million or more.
|
2
|
|
The maximum CDSC is a percentage of the
lesser of the NAV at the time of redemption or the NAV when the
shares were originally purchased.
|
3
|
|
A CDSC of 1% is imposed on Class C Shares
redeemed within 12 months of purchase.
|
4
|
|
The Funds annual operating expenses have
been estimated for the current fiscal year.
|
5
|
|
The Investment Adviser is entitled to
management fees from the Fund at annual rates equal to the
following percentages of the average daily net assets of the
Fund:
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
|
|
Annual Rate
|
|
Net Assets
|
|
|
Inflation Protected
Securities Fund
|
|
|
0.33%
|
|
|
|
On the first $1 billion
|
|
|
|
|
0.30%
|
|
|
|
Next $1 billion
|
|
|
|
|
0.28%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
Additionally, as of the date of this
Prospectus, the Investment Adviser is voluntarily waiving a
portion of its management fee equal to 0.08% based on the
average daily net assets of the Fund.
|
|
|
|
6
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.13%
of the average daily net assets of the Funds Class A
and C Shares, plus all other ordinary expenses not detailed
above. The Investment Adviser has voluntarily agreed to reduce
or limit Other Expenses of the Fund (excluding
management fees, transfer agency fees and expenses, taxes,
interest, brokerage fees and litigation, indemnification,
shareholder meetings and other extraordinary expenses exclusive
of any expense offset arrangements) to 0.044% of the Funds
average daily net assets.
|
|
|
|
|
These expense reductions may be terminated at
any time at the option of the Investment Adviser.
|
17
FUND FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in the Fund (without the waivers
and expense limitations) with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in
Class A or C Shares of the Fund for the time periods
indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5%
return each year and that the Funds operating expenses
remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
Fund
|
|
1 Year
|
|
3 Years
|
|
|
Inflation Protected
Securities
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
$629
|
|
|
|
$1,006
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
|
$363
|
|
|
|
$808
|
|
|
Assuming no
redemption
|
|
|
$263
|
|
|
|
$808
|
|
|
The hypothetical example assumes that a CDSC will
not apply to redemptions of Class A Shares within the first
18 months.
Certain institutions that sell Fund shares and/or
their salespersons may receive other compensation in connection
with the sale and distribution of Class A and Class C
Shares for services to their customers accounts and/or the
Fund. For additional information regarding such compensation,
see What Should I Know When I Purchase Shares Through an
Authorized Dealer? in the Prospectus and Payments to
Intermediaries in the Additional Statement.
18
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P.
32 Old Slip
New York, New York 10005
|
|
Inflation Protected
Securities
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman,
Sachs & Co. (Goldman Sachs). As of
March 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $660.8 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Fund and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Fund, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Fund:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the Fund
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Fund
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of the Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
19
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
the Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
|
|
Annual Rate
|
|
Net Assets
|
|
|
GSAM:
|
|
|
|
|
|
|
|
|
|
Inflation Protected
Securities
|
|
|
0.33%
|
|
|
|
First $1 Billion
|
|
|
|
|
0.30%
|
|
|
|
Next $1 Billion
|
|
|
|
|
0.28%
|
|
|
|
Over $2 Billion
|
|
|
The Investment Adviser may voluntarily waive a
portion of its advisory fee from time to time and discontinue or
modify any such voluntary limitations in the future at its
discretion.
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the Fund
will be available in the Funds annual report dated
March 31, 2008.
|
|
|
Fixed
Income Portfolio Management Team
|
|
|
|
|
n
|
The investment process revolves around four
groups: the Investment Strategy Group, the Top-down Strategy
Team, the Bottom-up Strategy Team and the Portfolio Teams.
|
|
n
|
These teams strive to maximize risk-adjusted
returns by de-emphasizing interest rate anticipation and
focusing on security selection and sector allocation
|
|
n
|
The team manages approximately $184 billion
in municipal and taxable fixed-income assets for retail,
institutional and high net worth clients.
|
______________________________________________________________________________________________________________
U.S.
Fixed Income-Investment Management Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Jonathan Beinner
Managing Director and
Co-Head U.S. and Global Fixed Income Teams
|
|
Senior Portfolio
Manager
Fixed Income Group
|
|
Since
2000
|
|
Mr. Beinner joined the
Investment Adviser in 1990 and became a portfolio manager in
1992. He became Co-Head of the U.S. and Global Fixed Income
Teams in 2002.
|
|
20
SERVICE PROVIDERS
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Tom Kenny
Managing Director and
Co-Head U.S. and Global Fixed Income Teams
|
|
Senior Portfolio
Manager
Fixed Income Group
|
|
Since
2000
|
|
Mr. Kenny joined the
Investment Adviser in 1999 as a senior portfolio manager.
Previously, he spent 13 years at Franklin Templeton where
he was a portfolio manager of high yield municipal and municipal
funds, Director of Municipal Research and Director of the
Municipal Bond Department. He became Co-Head of the U.S. and
Global Fixed Income Teams in 2002.
|
|
James B. Clark
Managing Director,
Co-Head U.S.
Fixed Income Team
|
|
Senior Portfolio
Manager
Inflation Protected Securities
|
|
Since
2007
|
|
Mr. Clark joined the
Investment Adviser in 1994 as a portfolio manager after working
as an investment manager in the mortgage-backed securities group
at Travelers Insurance Company.
|
|
Christopher Sullivan
Managing Director, Co-Head U.S. Fixed Income Team
|
|
Senior Portfolio
ManagerInflation Protected Securities
|
|
Since 2007
|
|
Mr. Sullivan joined the
Investment Adviser in 2001 as a portfolio manager and as Co-Head
of the U.S. Fixed Income Team. Since 1997, he was a senior
member of the account management group of Pacific Investment
Management Company (PIMCO). Prior to joining PIMCO, he was an
equity portfolio manager for Hawaiian Trust Company for three
years.
|
|
Mark Van Wyk
Vice President
|
|
Portfolio
ManagerInflation Protected Securities
|
|
Since 2007
|
|
Mr. Van Wyk joined the
Investment Adviser in 1994 and specializes in U.S. government
and financial derivatives. He worked with an options trading
firm prior to joining the Investment Adviser.
|
|
Nicholas Griffiths
Executive Director
|
|
Senior Portfolio
ManagerInflation Protected Securities
|
|
Since 2007
|
|
Mr. Griffiths joined
the Investment Adviser in 1999 and is a portfolio manager
working with both the short duration and UK Fixed Income teams.
In addition, he is a member of the Country Team whose
responsibilities include researching and creating cross-country
ideas for all portfolios.
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Portfolio
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Team and is responsible for high-level
decisions pertaining to portfolios across multiple strategies.
The Fixed Income Portfolio Management Team is organized into a
series of specialist teams which focus on generating and
implementing investment ideas within their area of expertise.
Both top-down and bottom-up decisions are made by these small
strategy teams, rather than by one portfolio manager or
committee. Ultimate accountability
|
21
|
|
|
for the portfolio resides with the lead portfolio
managers, who set the long-term risk budget and oversee the
portfolio construction process.
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Fund, see the Additional Statement.
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of the Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Chicago, Illinois
60606, also serves as the Funds transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Fund. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
the Fund or limit a Funds investment activities. Goldman
Sachs is a full service investment banking, broker dealer, asset
management and financial services organization and a major
participant in global financial markets. As such, it acts as an
investor, investment banker, research provider, investment
manager, financier, advisor, market maker, trader, prime broker,
lender, agent and principal, and has other direct and indirect
interests, in the global fixed income, currency, commodity,
equity and other markets in which the Fund directly and
indirectly invest. Thus, it is likely that the Fund will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of the Fund and/or which engage in and compete
for transactions in the same types of securities, currencies and
instruments as the Fund. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Fund. The
|
22
SERVICE PROVIDERS
|
|
|
results of the Funds investment activities,
therefore, may differ from those of Goldman Sachs, its
affiliates and other accounts managed by Goldman Sachs, and it
is possible that the Fund could sustain losses during periods in
which Goldman Sachs and its affiliates and other accounts
achieve significant profits on their trading for proprietary or
other accounts. In addition, the Fund may, from time to time,
enter into transactions in which Goldman Sachs or its other
clients have an adverse interest. For example, the Fund may take
a long position in a security at the same time that Goldman
Sachs or other accounts managed by the Investment Adviser take a
short position in the same security (or vice versa). These and
other transactions undertaken by Goldman Sachs, its affiliates
or Goldman Sachs advised-clients may adversely impact the Fund.
Transactions by one or more Goldman Sachs advised-clients or the
Investment Adviser may have the effect of diluting or otherwise
disadvantaging the values, prices or investment strategies of
the Fund. The Funds activities may be limited because of
regulatory restrictions applicable to Goldman Sachs and its
affiliates, and/or their internal policies designed to comply
with such restrictions. As a global financial services firm,
Goldman Sachs also provides a wide range of investment banking
and financial services to issuers of securities and investors in
securities. Goldman Sachs, its affiliates and others associated
with it may create markets or specialize in, have positions in
and affect transactions in, securities of issuers held by the
Fund, and may also perform or seek to perform investment banking
and financial services for those issuers. Goldman Sachs and its
affiliates may have business relationships with and purchase or
distribute or sell services or products from or to distributors,
consultants or others who recommend the Fund or who engage in
transactions with or for the Fund. For more information about
conflicts of interest, see the Additional Statement.
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Fund may retain an
affiliate of the Investment Adviser to serve as the securities
lending agent for the Fund to the extent that the Fund engages
in the securities lending program. For these services, the
lending agent may receive a fee from the Fund, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. In
addition, the Fund may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the
Funds portfolio investment transactions.
|
23
|
|
|
Dividends
|
|
|
The Fund pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the Additional
Statement.
|
|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to Goldman
Sachs at any time before the record date for a particular
dividend or distribution. If you do not indicate any choice,
your dividends and distributions will be reinvested
automatically in the applicable Fund. If cash dividends are
elected with respect to the Funds monthly net investment
income dividends, then cash dividends must also be elected with
respect to the non-long-term capital gains component, if any, of
the Funds annual dividend.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income
|
|
Capital Gains
|
|
|
Dividends
|
|
Distributions
|
|
|
|
|
|
Fund
|
|
Declared
|
|
Paid
|
|
Declared and Paid
|
|
|
Inflation Protected
Securities
|
|
Daily
|
|
Monthly
|
|
Annually
|
|
|
|
|
Any increase or decrease in the principal amount
of an inflation-indexed instrument in the Funds portfolio
will result in an adjustment of interest income which is
distributed to shareholders periodically.
|
24
DIVIDENDS
|
|
|
From time to time a portion of the Funds
dividends may constitute a return of capital for tax purposes,
and/ or may include amounts in excess of the Funds net
investment income for the period calculated in accordance with
good accounting practice.
|
|
|
When you purchase shares of the Fund, part of the
NAV per share may be represented by undistributed income and/ or
realized gains that have previously been earned by the Fund.
Therefore, subsequent distributions on such shares from such
income and/ or realized gains may be taxable to you even if the
NAV of the shares is, as a result of the distributions, reduced
below the cost of such shares and the distributions (or portions
thereof) represent a return of a portion of the purchase price.
|
25
|
|
|
Shareholder Guide
|
|
|
The following section will provide you with
answers to some of the most often asked questions regarding
buying and selling the Funds shares.
|
|
|
|
How Can
I Purchase Class A And Class C Shares Of The
Fund?
|
|
You may purchase shares of the Fund through:
|
|
|
|
|
n
|
Goldman Sachs;
|
|
n
|
Authorized Dealers; or
|
|
n
|
Directly from the Trust.
|
|
|
|
In order to make an initial investment in the
Fund, you must furnish to the Fund, Goldman Sachs or your
Authorized Dealer the information in the Account Application. An
order will be processed upon receipt of payment.
|
|
|
To Open
an Account:
|
|
|
|
|
n
|
Complete the Account Application
|
|
n
|
Mail your payment and Account Application to:
|
|
|
|
|
|
Purchases by check or Federal Reserve draft
should be made payable to your Authorized Dealer
|
|
|
Your Authorized Dealer is responsible for
forwarding payment promptly (within three business days) to the
Fund
|
|
|
|
or
|
|
Goldman Sachs
Funds
P.O. Box 219711, Kansas City, MO 64121-9711
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Purchases by check or Federal Reserve draft
should be made payable to Goldman Sachs Funds(Name of Fund
and
Class of Shares)
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Boston Financial Data Services, Inc.
(BFDS), the Funds sub-transfer agent, will not
accept checks drawn on foreign banks, third-party checks,
temporary checks, electronic checks, or cash or cash
equivalents, e.g., cashiers checks, official bank checks,
drawer checks, money orders, travelers cheques or credit card
checks. In limited situations involving the transfer of
retirement assets, the Fund may accept cashiers checks or
official bank checks.
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For federal funds wire, Automated Clearing House
Network (ACH) transfer or bank wires, please call
the Funds at 1-800-526-7384 to get detailed instructions on how
to wire your money.
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26
SHAREHOLDER GUIDE
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What Is
My Minimum Investment In The Fund?
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Initial
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Additional*
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Regular Accounts
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$1,000
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$50
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Employer Sponsored Benefit
Plans
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$250
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No Minimum
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Uniform Gift/Transfer to
Minors Accounts (UGMA/UTMA)
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$250
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$50
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Individual Retirement
Accounts and Coverdell ESAs
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$250
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$50
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Automatic Investment Plans
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$250
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$50
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No minimum additional investment requirements
are imposed with respect to investors trading through
intermediaries who aggregate shares in omnibus or similar
accounts (e.g., retirement plan accounts, wrap program accounts
or traditional brokerage house accounts).
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The minimum investment requirement may be waived
for certain mutual fund wrap programs at the
discretion of the Trusts officers. For these programs, no
minimum amount is required for subsequent investments.
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What
Alternative Sales Arrangements Are Available?
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The Fund offers two classes of shares through
this Prospectus.
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Maximum Amount You Can
Buy in the Aggregate Across Funds
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Class A
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No limit
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Class C
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$1,000,000*
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Initial Sales
Charge
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Class A
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Applies to purchases of
less than $1 millionvaries by size of investment with
a maximum of 4.5%
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Class C
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None
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CDSC
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Class A
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1.00% on certain
investments of $1 million or more
if
you sell
within 18 months
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Class C
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1% if shares are redeemed
within 12 months of purchase
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Conversion
Feature
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Class A
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None
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Class C
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None
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*
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No additional Class C Shares may be
purchased by an investor either in an initial purchase or in
subsequent purchases if the current market value of the shares
owned and/ or purchased is equal to or exceeds
$1,000,000.
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What
Else Should I Know About Share Purchases?
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The Trust reserves the right to:
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Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
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Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a
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27
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particular purchaser (or group of related
purchasers) when a pattern of frequent purchases, sales or
exchanges of shares of the Fund is evident, or if purchases,
sales or exchanges are, or a subsequent abrupt redemption might
be, of a size that would disrupt the management of the Fund.
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Close the Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by
the Funds Investment Adviser.
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Modify or waive the minimum investment
requirements.
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Modify the manner in which shares are offered.
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Modify the sales charge rates applicable to
future purchases of shares.
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Generally, the Fund will not allow
non-U.S. citizens and certain U.S. citizens residing
outside the United States to open an account directly with the
Fund.
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The Fund may allow you to purchase shares with
securities instead of cash if consistent with the Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
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Customer Identification
Program.
Federal law requires the
Fund to obtain, verify and record identifying information, which
may include the name, residential or business street address,
date of birth (for an individual), Social Security Number or
taxpayer identification number and/or other identifying
information, for each investor who opens an account with the
Fund. Applications without the required information, which will
be reviewed solely for customer identification purposes, may not
be accepted by the Fund. After accepting an application, to the
extent permitted by applicable law or their customer
identification program, the Fund reserves the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Fund; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Fund is unable to verify an investors identity. The
Fund and its agents will not be responsible for any loss in an
investors account resulting from the investors delay
in providing all required identifying information or from
closing an account and redeeming an investors shares
pursuant to the customer identification program.
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How Are
Shares Priced?
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The price you pay when you buy shares is the
Funds next determined NAV for a share class (as adjusted
for any applicable sales charge). The price you receive when you
sell shares is the Funds next determined NAV for a share
class with the redemption proceeds reduced by any applicable
charge (e.g., CDSCs). Each class calculates its NAV as
follows:
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NAV =
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(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
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28
SHAREHOLDER GUIDE
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The Funds investments are valued based on
market quotations, which may be furnished by a pricing service
or provided by securities dealers. If accurate quotations are
not readily available, or if the Investment Adviser believes
that such quotations do not accurately reflect fair value, the
fair value of the Funds investments may be determined
based on yield equivalents, a pricing matrix or other sources,
under valuation procedures established by the Trustees. Debt
obligations with a remaining maturity of 60 days or less
are valued at amortized cost.
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In addition, the Investment Adviser, consistent
with applicable regulatory guidance, may determine to make an
adjustment to the previous closing prices of either domestic or
foreign securities in light of significant events, to reflect
what it believes to be the fair value of the securities at the
time of determining the Funds NAV. Significant events that
could affect a large number of securities in a particular market
may include, but are not limited to: situations relating to one
or more single issuers in a market sector; significant
fluctuations in foreign markets; market disruptions or market
closings; governmental actions or other developments; as well as
the same or similar events which may affect specific issuers or
the securities markets even though not tied directly to the
securities markets. Other significant events that could relate
to a single issuer may include, but are not limited to:
corporate actions such as reorganizations, mergers and buy-outs;
corporate announcements on earnings; significant litigation; and
regulatory news such as governmental approvals.
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One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Fund
to price its investments may be different from those used by
other investment companies and investors to price the same
investments.
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Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
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NAV per share of each share class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or other times as the
New York Stock Exchange or NASDAQ market may officially close.
This occurs after the determination, if any, of the income to be
declared as a dividend. Fund shares will generally not be priced
on any day the New York Stock Exchange is closed, although Fund
shares may be priced on such days if the Bond Market Association
(BMA) recommends that the bond markets remain open
for all or part of the day.
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When you buy shares, you pay the NAV (as adjusted
for any applicable sales charge) next calculated
after
the Fund receives your order in proper form.
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When you sell shares, you receive the NAV next
calculated
after
the Fund receives your order in proper
form. Redemption proceeds are reduced by any applicable CDSC or
redemption fee.
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On any business day when the BMA recommends that
the bond markets close early, the Fund reserves the right to
close at or prior to the BMA recommended closing time. If the
Fund does so, it will cease granting same business day credit
for purchase and redemption orders received after the
Funds closing time and credit will be given to the next
business day.
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The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at an NAV other than
the Funds official closing NAV that is subsequently
adjusted, and to recover amounts from (or distribute amounts to)
shareholders accordingly based on the official closing NAV, as
adjusted.
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The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
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Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into the Funds net asset value on the business
day following trade date (T+1). The use of T+1 accounting
generally does not, but may, result in a net asset value that
differs materially from the net asset value that would result if
all transactions were reflected on their trade dates.
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Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange and/or the bond markets is stopped
at a time other than their regularly scheduled closing times. In
the event the New York Stock Exchange and/or the bond markets do
not open for business, the Trust may, but is not required to
open the Fund for purchase, redemption and exchange transactions
if the Federal Reserve wire payment system is open. To learn
whether the Fund is open for business during this situation,
please call 1-800-526-7384.
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Foreign securities may trade in their local
markets on days the Fund is closed. As a result, if the Fund
holds foreign securities its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
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30
SHAREHOLDER GUIDE
COMMON QUESTIONS
ABOUT THE PURCHASE OF CLASS A
SHARES
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What Is
The Offering Price Of Class A Shares?
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The offering price of Class A Shares
of the Fund is the next determined NAV per share plus an initial
sales charge paid to Goldman Sachs at the time of purchase of
shares.
The sales charge varies
depending upon the amount you purchase. In some cases, described
below, the initial sales charge may be eliminated altogether,
and the offering price will be the NAV per share. The current
sales charges and commissions paid to Authorized Dealers for
Class A Shares are as follows:
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Sales Charge
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Maximum Dealer
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Sales Charge as
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as Percentage
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Allowance as
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Amount of Purchase
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Percentage of
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of Net Amount
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Percentage of
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(including sales charge, if any)
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Offering Price
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Invested
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Offering Price*
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Less than $100,000
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4.50
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%
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4.71
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%
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4.00
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$100,000 up to (but less
than) $250,000
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3.00
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3.09
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2.50
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$250,000 up to (but less
than) $500,000
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2.50
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2.56
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2.00
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$500,000 up to (but less
than) $1 million
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2.00
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2.04
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1.75
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$1 million or more
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0.00
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**
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0.00
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**
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***
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*
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Dealers allowance may be changed
periodically. During special promotions, the entire sales charge
may be allowed to Authorized Dealers. Authorized Dealers to whom
substantially the entire sales charge is allowed may be deemed
to be underwriters under the Securities Act of
1933.
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No sales charge is payable at the time of
purchase of Class A Shares of $1 million or more, but
a CDSC of 1% may be imposed in the event of certain redemptions
within 18 months of purchase.
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The Distributor may pay a one-time commission
to Authorized Dealers who initiate or are responsible for
purchases of $1 million or more of shares of the Fund equal
to 1.00% of the amount under $3 million, 0.50% of the next
$2 million, and 0.25% thereafter. In instances where an
Authorized Dealer (including Goldman Sachs Private Wealth
Management Unit) agrees to waive its receipt of the one-time
commission described above, the CDSC on Class A Shares,
generally, will be waived. The Distributor may also pay, with
respect to all or a portion of the amount purchased, a
commission in accordance with the foregoing schedule to
Authorized Dealers who initiate or are responsible
for purchases of $500,000 or more by certain
Section 401(k), profit sharing, money purchase pension,
tax-sheltered annuity, defined benefit pension, or other
employee benefit plans (including health savings accounts) that
are sponsored by one or more employers (including governmental
or church employers) or employee organizations investing in the
Fund which satisfy the criteria set forth below in When
Are Class A Shares Not Subject To A Sales Load? or
$1 million or more by certain wrap accounts.
Purchases by such plans will be made at NAV with no initial
sales charge, but if shares are redeemed within 18 months
after the end of the calendar month in which such purchase was
made, a CDSC of 1% may be imposed upon the plan, the plan
sponsor or the third-party administrator. In addition,
Authorized Dealers will remit to the Distributor such payments
received in connection with wrap accounts in the
event that shares are redeemed within 18 months after the
end of the calendar month in which the purchase was
made.
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You should note that the actual sales charge that
appears in your mutual fund transaction confirmation may differ
slightly from the rate disclosed above in this Prospectus due to
rounding calculations.
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As indicated in the chart on the preceding page,
and as discussed further below and in the section titled
How Can the Sales Charge on Class A Shares Be
Reduced?, you may, under certain circumstances, be
entitled to pay reduced sales charges on your purchases of
Class A Shares or have those charges waived entirely. To
take advantage of these discounts, you or your Authorized Dealer
or financial intermediary must notify the Funds Transfer
Agent at the time of your purchase order that a discount may
apply to your current purchases. You may also be required to
provide appropriate documentation to receive these discounts,
including:
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(i)
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Information or records regarding shares of the
Fund or other Goldman Sachs Funds held in all accounts
(
e.g.
, retirement accounts) of the shareholder at the
financial intermediary;
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(ii)
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Information or records regarding shares of the
Fund or other Goldman Sachs Funds held in any account of the
shareholder at another financial intermediary; and
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(iii)
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Information or records regarding shares of the
Fund or other Goldman Sachs Funds held at any financial
intermediary by related parties of the shareholder, such as
members of the same family or household.
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You should note in particular that, if the
Funds Transfer Agent is properly notified, under the
Right of Accumulation described below, the
Amount of Purchase in the chart on the preceding
page will be deemed to include all Class A, Class B
and/ or Class C Shares of the Goldman Sachs Funds that were
acquired by purchase or exchange, and are held at the time of
purchase by any of the following persons: (i) you, your
spouse and your children; and (ii) any trustee, guardian or
other fiduciary of a single trust estate or a single fiduciary
account. This includes, for example, any Class A,
Class B and/or Class C Shares held at a broker-dealer or
other financial intermediary other than the one handling your
current purchase. In some circumstances, other Class A,
Class B and/or Class C Shares may be aggregated with your
current purchase under the Right of Accumulation as described in
the Additional Statement. For purposes of determining the
Amount of Purchase, all Class A, Class B
and/or Class C Shares currently held will be valued at their
current market value.
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You should also note that if you provide the
Transfer Agent a signed written Statement of Intention to invest
(not counting reinvestments of dividends and distributions) in
the aggregate, within a 13-month period, $100,000 or more in
Class A Shares of one or more Goldman Sachs Funds, any
investments you make during the 13 months will be treated
as though the total quantity were invested in one lump sum and
you will receive the discounted sales load based on your
investment commitment. You must, however, inform the Transfer
Agent that the Statement of Intention is in effect each time
shares are purchased. Each purchase
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32
SHAREHOLDER GUIDE
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will be made at the public offering price
applicable to a single transaction of the dollar amount
specified on the Statement of Intention.
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In addition to the information provided in this
Prospectus and the Additional Statement, information about sales
charge discounts is available from your Authorized Dealer or
financial intermediary and, free of charge, on the Funds
website at http://www.goldmansachsfunds.com.
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What
Else Do I Need To Know About Class A Shares
CDSC?
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Purchases of $1 million or more of
Class A Shares will be made at NAV with no initial sales
charge. However, if you redeem shares within 18 months
after the end of the calendar month in which the purchase was
made, a CDSC of 1% may be imposed. The CDSC may not be imposed
if your Authorized Dealer enters into an agreement with the
Distributor to return all or an applicable prorated portion of
its commission to the Distributor. The CDSC is waived on
redemptions in certain circumstances. See In What
Situations May The CDSC On Class A Or C Shares Be Waived Or
Reduced? below.
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When
Are Class A Shares Not Subject To A Sales Load?
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Class A Shares of the Fund may be sold at
NAV without payment of any sales charge to the following
individuals and entities:
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Goldman Sachs, its affiliates or their respective
officers, partners, directors or employees (including retired
employees and former partners), any partnership of which Goldman
Sachs is a general partner, any Trustee or officer of the Trust
and designated family members of any of these individuals;
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Qualified employee benefit plans of Goldman Sachs;
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Trustees or directors of investment companies for
which Goldman Sachs or an affiliate acts as sponsor;
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Any employee or registered representative of any
Authorized Dealer or their respective spouses, children and
parents;
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Banks, trust companies or other types of
depository institutions;
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Any state, county or city, or any
instrumentality, department, authority or agency thereof, which
is prohibited by applicable investment laws from paying a sales
charge or commission in connection with the purchase of shares
of the Fund;
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Section 401(k), profit sharing, money purchase
pension, tax-sheltered annuity, defined benefit pension, or
other employee benefit plans (including health savings accounts)
that are sponsored by one or more employers (including
governmental or church employers) or employee organizations
(Employee Benefit Plans) that:
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Buy shares of Goldman Sachs Funds worth $500,000
or more; or
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Have 100 or more eligible employees at the time
of purchase; or
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33
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Certify that they expect to have annual plan
purchases of shares of Goldman Sachs Funds of $200,000 or more;
or
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Are provided administrative services by certain
third-party administrators that have entered into a special
service arrangement with Goldman Sachs relating to such plans; or
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Have at the time of purchase aggregate assets of
at least $2,000,000;
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Non-qualified pension plans sponsored by
employers who also sponsor qualified plans that qualify for and
invest in Goldman Sachs Funds at NAV without the payment of any
sales charge;
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Insurance company separate accounts that make the
Fund available as an underlying investment in certain group
annuity contracts;
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Wrap accounts for the benefit of
clients of broker-dealers, financial institutions or financial
planners, provided they have entered into an agreement with GSAM
specifying aggregate minimums and certain operating policies and
standards;
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Registered investment advisers investing for
accounts for which they receive asset-based fees;
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Accounts over which GSAM or its advisory
affiliates have investment discretion;
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Shareholders receiving distributions from a
qualified Employee Benefit Plan invested in the Goldman Sachs
Funds and reinvesting such proceeds in a Goldman Sachs IRA;
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Shareholders who roll over distributions from any
tax-qualified Employee Benefit Plan or tax-sheltered annuity to
an IRA which invests in the Goldman Sachs Funds if the
tax-qualified Employee Benefit Plan or tax-sheltered annuity
receives administrative services provided by certain third-party
administrators that have entered into a special service
arrangement with Goldman Sachs relating to such plan or annuity;
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State sponsored 529 college savings plans; or
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Investors who qualify under other exemptions that
are stated from time to time in the Additional Statement.
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You must certify eligibility for any of the
above exemptions on your Account Application and notify the Fund
if you no longer are eligible for the exemption.
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The Fund will grant you an exemption subject to
confirmation of your entitlement. You may be charged a fee if
you effect your transactions through a broker or agent.
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How Can
The Sales Charge On Class A Shares Be Reduced?
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Right of Accumulation:
When buying Class A Shares in
Goldman Sachs Funds, your current aggregate investment
determines the initial sales load you pay. You may qualify for
reduced sales charges when the current market value of holdings
across Class A, Class B and/or
Class C Shares, plus new purchases, reaches
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34
SHAREHOLDER GUIDE
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$100,000 or more in the case of the Goldman Sachs
Fixed Income Funds, Class A, Class B and/or
Class C Shares of any of the Goldman Sachs Funds may be
combined under the Right of Accumulation. For purposes of
applying the Right of Accumulation, shares of the Fund and any
other Goldman Sachs Funds purchased by an existing client of
Goldman Sachs Wealth Management or GS Ayco Holding LLC will be
combined with Class A, Class B and/or Class C
Shares and other assets held by all other Goldman Sachs Wealth
Management accounts or accounts of GS Ayco Holding LLC,
respectively. In addition, under some circumstances,
Class A and/or Class C Shares of the Fund and
Class A, Class B and/or Class C Shares of any
other Goldman Sachs Fund purchased by partners, directors,
officers or employees of the same business organization, groups
of individuals represented by and investing on the
recommendation of the same accounting firm, and certain other
organizations may be combined for the purpose of determining
whether a purchase will qualify for the Right of Accumulation
and, if qualifying, the applicable sales charge level. To
qualify for a reduced sales load, you or your Authorized Dealer
must notify the Funds Transfer Agent at the time of
investment that a quantity discount is applicable. Use of this
option is subject to a check of appropriate records. The
Additional Statement has more information about the Right of
Accumulation.
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Statement of Intention:
You may obtain a reduced sales
charge by means of a written Statement of Intention which
expresses your non-binding commitment to invest (not counting
reinvestments of dividends and distributions) in the aggregate
$100,000 or more within a period of 13 months in the case
of Class A Shares of one or more of the Goldman Sachs
Funds. Any investments you make during the period will receive
the discounted sales load based on the full amount of your
investment commitment. At your request, purchases made during
the previous 90 days may be included; however, capital
appreciation does not apply toward these combined purchases. If
the investment commitment of the Statement of Intention is not
met prior to the expiration of the 13-month period, the entire
amount will be subject to the higher applicable sales charge
unless the failure to meet the investment commitment is due to
the death of the investor. By selecting the Statement of
Intention, you authorize the Transfer Agent to escrow and redeem
Class A Shares in your account to pay this additional
charge. The Additional Statement has more information about the
Statement of Intention, which you should read carefully.
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35
A COMMON QUESTION
ABOUT THE PURCHASE OF CLASS C
SHARES
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What Is
The Offering Price Of Class C Shares?
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You may purchase Class C Shares of the
Fund at the next determined NAV without paying an initial sales
charge. However, if you redeem Class C Shares within
12 months of purchase, a CDSC of 1% will normally be
deducted from the redemption proceeds. In connection with
purchases by Employee Benefit Plans, where Class C Shares
are redeemed within 12 months of purchase, a CDSC of 1% may
be imposed upon the plan sponsor or third-party
administrator.
|
|
|
Proceeds from the CDSC are payable to the
Distributor and may be used in whole or in part to defray the
Distributors expenses related to providing
distribution-related services to the Fund in connection with the
sale of Class C Shares, including the payment of
compensation to Authorized Dealers. An amount equal to 1% of the
amount invested is normally paid by the Distributor to
Authorized Dealers.
|
COMMON
QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A
AND C SHARES
|
|
|
|
When
Will Shares Be Issued And Dividends Begin To Be Paid?
|
|
|
|
|
n
|
Shares Purchased by Federal Funds Wire or ACH
Transfer:
|
|
|
|
|
n
|
If a purchase order in proper form is received
before the Fund closes, shares will be issued on the day the
order is received and dividends will generally begin to accrue
on the purchased shares on the business day after payment is
received.
|
|
|
|
|
|
If a purchase order is placed through an
Authorized Dealer that settles through the National Securities
Clearing Corporation (the NSCC), the purchase order
will begin accruing on the NSCC settlement date.
|
|
|
|
|
n
|
Shares Purchased by Check or Federal Reserve
Draft:
|
|
|
|
|
n
|
If a purchase order in proper form is received
before the Fund closes, shares will be issued on the day the
order is received and dividends will generally begin to accrue
on the business day after payment is received.
|
|
|
|
What
Else Do I Need To Know About The CDSC On Class A Or C
Shares?
|
|
|
|
|
n
|
The CDSC is based on the lesser of the NAV of the
shares at the time of redemption or the original offering price
(which is the original NAV).
|
|
|
|
|
n
|
No CDSC is charged on shares acquired from
reinvested dividends or capital gains distributions.
|
|
n
|
No CDSC is charged on the per share appreciation
of your account over the initial purchase price.
|
36
SHAREHOLDER GUIDE
|
|
|
|
n
|
When counting the number of months since a
purchase of Class C Shares was made, all payments made
during a month will be combined and considered to have been made
on the first day of that month.
|
|
|
|
|
n
|
To keep your CDSC as low as possible, each time
you place a request to sell shares, the Fund will first sell any
shares in your account that do not carry a CDSC and then the
shares in your account that have been held the longest.
|
|
|
|
In What
Situations May The CDSC On Class A Or C Shares Be Waived Or
Reduced?
|
|
The CDSC on Class A and Class C Shares
that are subject to a CDSC may be waived or reduced if the
redemption relates to:
|
|
|
|
|
n
|
Retirement distributions or loans to participants
or beneficiaries from Employee Benefit Plans;
|
|
n
|
The death or disability (as defined in
Section 72(m)(7) of the Internal Revenue Code of 1986, as
amended (the Code)) of a shareholder, participant or
beneficiary in an Employee Benefit Plan;
|
|
n
|
Hardship withdrawals by a participant or
beneficiary in an Employee Benefit Plan;
|
|
n
|
Satisfying the minimum distribution requirements
of the Code;
|
|
n
|
Establishing substantially equal periodic
payments as described under Section 72(t)(2) of the
Code;
|
|
n
|
The separation from service by a participant or
beneficiary in an Employee Benefit Plan;
|
|
n
|
Excess contributions distributed from an Employee
Benefit Plan;
|
|
n
|
Distributions from a qualified Employee Benefit
Plan invested in the Goldman Sachs Funds which are being rolled
over to a Goldman Sachs IRA in the same share class; or
|
|
n
|
Redemption proceeds which are to be reinvested in
accounts or non-registered products over which GSAM or its
advisory affiliates have investment discretion.
|
|
|
|
In addition, Class A and C Shares subject to
a systematic withdrawal plan may be redeemed without a CDSC. The
Fund reserves the right to limit such redemptions, on an annual
basis, to 12% each of the value of your C Shares and 10% of
the value of your Class A Shares.
|
|
|
How Do
I Decide Whether To Buy Class A Or C Shares?
|
|
The decision as to which Class to purchase
depends on the amount you invest, the intended length of the
investment and your personal situation.
|
|
|
|
|
n
|
Class A Shares.
If you are making an investment of
$100,000 or more that qualifies for a reduced sales charge, you
should consider purchasing Class A Shares.
|
|
n
|
Class C Shares.
If you are unsure of the length of
your investment or plan to hold your investment for less than
six years and would prefer not to pay an initial sales charge,
you may prefer Class C Shares. By not paying a front-end
|
37
|
|
|
|
|
sales charge, your entire investment in
Class C Shares is available to work for you from the time
you make your initial investment. However, the distribution and
service fee paid by Class C Shares will cause your
Class C Shares to have a higher expense ratio, and
thus lower performance and lower dividend payments (to the
extent dividends are paid) than Class A Shares.
|
|
|
|
A maximum purchase limitation of $1,000,000 in
the aggregate normally applies to purchases of Class C
Shares across all Goldman Sachs Funds.
|
|
|
|
Note: Authorized Dealers may receive
different compensation for selling Class A or Class C
Shares.
|
|
|
In addition to Class A and Class C
Shares, the Fund also offers other classes of shares to
investors. These other share classes are subject to different
fees and expenses (which affect performance), have different
minimum investment requirements and are entitled to different
services. Information regarding these other share classes may be
obtained from your sales representative or from Goldman Sachs by
calling the number on the back cover of this Prospectus.
|
38
SHAREHOLDER GUIDE
|
|
|
How Can
I Sell Class A And Class C Shares Of The
Fund?
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares.
Generally, the Fund will redeem its shares upon request on
any business day at the NAV next determined after receipt of
such request in proper form, subject to any applicable CDSC or
redemption fee.
You may request that redemption proceeds be
sent to you by check or by wire (if the wire instructions are on
record). Redemptions may be requested in writing or by telephone.
|
|
|
|
Instructions For Redemptions:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Your
name(s) and signature(s)
|
|
|
n
Your
account number
|
|
|
n
The
Fund name and Class of Shares
|
|
|
n
The
dollar amount you want to sell
|
|
|
n
How
and where to send the proceeds
|
|
|
n
Mail
your request to:
Goldman Sachs
Funds
P.O. Box
219711
Kansas City, MO 64121-9711
|
|
|
or for overnight delivery:
|
|
|
Goldman
Sachs Funds
c/o Boston Financial Data
Services
330 W. 9th
Street
Kansas City, MO 64105
|
|
By Telephone:
|
|
If you have not declined
the telephone redemption privilege on your Account Application:
|
|
|
n
Call
1-800-526-7384
(8:00 a.m. to
4:00 p.m. New York time)
|
|
|
n
You
may redeem up to $50,000 of your shares daily
|
|
|
n
Proceeds
which are sent directly to a Goldman
Sachs
brokerage account or to the
bank account designated on
your
Account Application are not
subject to the $50,000 limit
|
|
|
|
|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person with a Medallion signature
guarantee. The written request may be confirmed by telephone
with both the requesting party and the designated bank account
to verify instructions.
|
39
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee is required if:
|
|
|
|
|
|
n
|
You are requesting in writing to redeem shares in
an amount over $50,000; or
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record.
|
|
|
|
|
|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
|
|
|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. The Trust may
accept telephone redemption instructions from any person
identifying himself or herself as the owner of an account or the
owners registered representative where the owner has not
declined in writing to use this service. Thus, you risk possible
losses if a telephone redemption is not authorized by you.
|
|
|
In an effort to prevent unauthorized or
fraudulent redemption and exchange requests by telephone,
Goldman Sachs and BFDS each employ reasonable procedures
specified by the Trust to confirm that such instructions are
genuine. If reasonable procedures are not employed, the Trust
may be liable for any loss due to unauthorized or fraudulent
transactions. The following general policies are currently in
effect:
|
|
|
|
|
n
|
All telephone requests are recorded.
|
|
n
|
Proceeds of telephone redemption requests will be
sent only to your address of record or authorized bank account
designated in the current records of the Transfer Agent (unless
you provide written instructions and a Medallion signature
guarantee, indicating another address or account).
|
|
n
|
For the 30-day period following a change of
address, telephone redemptions will only be filled by a wire
transfer to the bank account designated in the current records
of the Transfer Agent (see immediately preceding bullet point).
In order to receive the redemption by check during this time
period, the redemption request must be in the form of a written,
Medallion signature guaranteed letter.
|
|
n
|
The telephone redemption option does not apply to
shares held in a street name account. Street
name accounts are accounts maintained and serviced by your
Authorized Dealer. If your account is held in street
name, you
|
40
SHAREHOLDER GUIDE
|
|
|
|
|
should contact your registered representative of
record, who may make telephone redemptions on your behalf.
|
|
n
|
The telephone redemption option may be modified
or terminated at any time.
|
|
|
|
Note: It may be difficult to make telephone
redemptions in times of drastic economic or market
conditions.
|
|
|
How Are
Redemption Proceeds Paid?
|
|
By Wire:
You
may arrange for your redemption proceeds to be wired as federal
funds to the domestic bank account designated in the current
records of the Transfer Agent. The following general policies
govern wiring redemption proceeds:
|
|
|
|
|
n
|
Redemption proceeds will normally be wired on the
next business day in federal funds (for a total of one business
day delay), but may be paid up to three business days following
receipt of a properly executed wire transfer redemption request.
|
|
n
|
Although redemption proceeds will normally be
wired as described above, under certain circumstances,
redemption requests or payments may be postponed or suspended as
permitted pursuant to Section 22(e) of the Investment
Company Act. Generally, under that section, redemption requests
or payments may be postponed or suspended if (i) the New
York Stock Exchange is closed for trading or trading is
restricted; (ii) an emergency exists which makes the
disposal of securities owned by the Fund or the fair
determination of the value of the Funds net assets not
reasonably practicable; or (iii) the SEC by order permits
the suspension of the right of redemption.
|
|
n
|
If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
|
|
n
|
If the Federal Reserve Bank is closed on the day
that the redemption proceeds would ordinarily be wired, wiring
the redemption proceeds may be delayed one additional business
day.
|
|
|
n
|
To change the bank designated in the current
records of the Transfer Agent, you must send written
instructions to the Transfer Agent.
|
|
|
n
|
Neither the Trust, Goldman Sachs nor any
Authorized Dealer assumes any responsibility for the performance
of your bank or any intermediaries in the transfer process. If a
problem with such performance arises, you should deal directly
with your bank or any such intermediaries.
|
|
|
|
By Check:
You
may elect to receive your redemption proceeds by check.
Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of a properly
executed redemption request. If you are selling shares you
recently paid for by check, the Fund will pay you when your
check has cleared, which may take up to 15 days.
|
41
|
|
|
What
Else Do I Need To Know About Redemptions?
|
|
The following generally applies to redemption
requests:
|
|
|
|
|
n
|
Shares of the Fund earn dividends declared on the
day the shares are redeemed.
|
|
n
|
Additional documentation may be required when
deemed appropriate by the Transfer Agent. A redemption request
will not be in proper form until such additional documentation
has been received.
|
|
n
|
Institutions (including banks, trust companies,
brokers and investment advisers) are responsible for the timely
transmittal of redemption requests by their customers to the
Transfer Agent. In order to facilitate the timely transmittal of
redemption requests, these institutions may set times by which
they must receive redemption requests. These institutions may
also require additional documentation from you.
|
|
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Redeem your shares if your account balance falls
below the required Fund minimum as a result of a redemption. The
Fund will not redeem your shares on this basis if the value of
your account falls below the minimum account balance solely as a
result of market conditions. The Fund will give you
60 days prior written notice to allow you to purchase
sufficient additional shares of the Fund in order to avoid such
redemption.
|
|
n
|
Redeem your shares in the event your Authorized
Dealers relationship with Goldman Sachs is terminated, and
you do not transfer your account to another Authorized Dealer.
The Trust will not be responsible for any loss in an
investors account or tax liability resulting from a
redemption.
|
|
n
|
Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interests of the Trust.
|
|
n
|
Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
|
|
n
|
Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to the Fund as
undeliverable or remain uncashed for six months. This provision
may not apply to certain retirement or qualified accounts or to
a closed account. Your participation in a systematic withdrawal
program may be terminated if your checks remain uncashed. No
interest will accrue on amounts represented by uncashed
distribution or redemption checks.
|
|
n
|
Charge an additional fee in the event a
redemption is made via wire transfer.
|
42
SHAREHOLDER GUIDE
|
|
|
Can I
Reinvest Redemption Proceeds In The Same Or Another Goldman
Sachs Fund?
|
|
You may redeem shares of the Fund and reinvest a
portion or all of the redemption proceeds (plus any additional
amounts needed to round off purchases to the nearest full share)
at NAV. To be eligible for this privilege, you must have held
the shares you want to redeem for at least 30 days and you
must reinvest the share proceeds within 90 days after you
redeem. You may reinvest as follows:
|
|
|
|
|
n
|
Class AClass A Shares of the same
Fund or another Goldman Sachs Fund
|
|
n
|
Class C SharesClass C Shares of
the same Fund or another Goldman Sachs Fund
|
|
|
|
|
n
|
You should obtain and read the applicable
prospectuses before investing in any other Goldman Sachs Funds.
|
|
n
|
If you pay a CDSC upon redemption of Class A
or Class C Shares and then reinvest in Class A or
Class C Shares of another Goldman Sachs fund as described
above, your account will be credited with the amount of the CDSC
you paid. The reinvested shares will, however, continue to be
subject to a CDSC. The holding period of the shares acquired
through reinvestment will include the holding period of the
redeemed shares for purposes of computing the CDSC payable upon
a subsequent redemption.
|
|
n
|
The reinvestment privilege may be exercised at
any time in connection with transactions in which the proceeds
are reinvested at NAV in a tax-sheltered Employee Benefit Plan.
In other cases, the reinvestment privilege may be exercised once
per year upon receipt of a written request.
|
|
n
|
You may be subject to tax as a result of a
redemption. You should consult your tax adviser concerning the
tax consequences of a redemption and reinvestment.
|
43
|
|
|
Can I
Exchange My Investment From One Fund To Another?
|
|
You may exchange shares of the Fund at NAV
without the imposition of an initial sales charge or CDSC at the
time of exchange for shares of the same class of another Goldman
Sachs Fund. The exchange privilege may be materially modified or
withdrawn at any time upon 60 days written notice to
you.
|
|
|
|
Instructions For Exchanging Shares:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Your
Name(s) and signature(s)
|
|
|
n
Your
Account number
|
|
|
n
The
Fund names and Class of Shares
|
|
|
n
The
dollar amount you want to exchange
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
219711
Kansas City, MO 64121-9711
|
|
|
or for overnight
delivery
|
|
|
Goldman
Sachs Funds
c/o Boston Financial Data
Services
330 W. 9th
Street
Kansas City, MO 64105
|
|
By Telephone:
|
|
If you have not declined
the telephone exchange privilege on your Account Application:
|
|
|
n
Call
1-800-526-7384
(8:00 a.m. to 4:00
p.m. New York time)
|
|
|
|
|
You should keep in mind the following factors
when making or considering an exchange:
|
|
|
|
|
n
|
You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
|
|
n
|
Currently, there is no charge for exchanges,
although the Fund may impose a charge in the future.
|
|
n
|
The exchanged shares may later be exchanged for
shares of the same class of the original Fund at the next
determined NAV without the imposition of an initial sales charge
or CDSC (but subject to any applicable redemption fee) if the
amount in the Fund resulting from such exchanges is less than
the largest amount on which you have previously paid the
applicable sales charge.
|
|
n
|
When you exchange shares subject to a CDSC, no
CDSC will be charged at that time. The exchanged shares will be
subject to the CDSC of the shares originally held. For purposes
of determining the amount of the applicable CDSC, the length of
time you have owned the shares will be measured from the date
you acquired the original shares subject to a CDSC and will not
be affected by a subsequent exchange.
|
44
SHAREHOLDER GUIDE
|
|
|
|
n
|
Eligible investors may exchange certain classes
of shares for another class of shares of the same Fund. For
further information, call Goldman Sachs Funds at 1-800-526-7384.
|
|
|
n
|
All exchanges which represent an initial
investment in the Fund must satisfy the minimum initial
investment requirements of that Fund. This requirement may be
waived at the discretion of the Trust.
|
|
|
n
|
Exchanges are available only in states where
exchanges may be legally made.
|
|
n
|
It may be difficult to make telephone exchanges
in times of drastic economic or market conditions.
|
|
n
|
Goldman Sachs and BFDS may use reasonable
procedures described under What Do I Need To Know About
Telephone Redemption Requests? in an effort to prevent
unauthorized or fraudulent telephone exchange requests.
|
|
n
|
Normally, a telephone exchange will be made only
to an identically registered account.
|
|
n
|
Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
|
|
n
|
Exchanges into the Fund from another Goldman
Sachs Fund may be subject to any redemption fee imposed by the
other Goldman Sachs Fund.
|
|
|
|
For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
|
|
|
|
Can I
Arrange To Have Automatic Investments Made On A Regular
Basis?
|
|
You may be able to make systematic investments
through your bank via ACH transfer or via bank draft each month.
The minimum dollar amount for this service is $250 for the
initial investment and $50 per month for additional investments.
Forms for this option are available from Goldman Sachs and your
Authorized Dealer, or you may check the appropriate box on the
Account Application.
|
45
|
|
|
Can My
Dividends And Distributions From the Fund Be Invested In Other
Funds?
|
|
You may elect to cross-reinvest dividends and
capital gains distributions paid by the Fund in shares of the
same class of other Goldman Sachs Funds.
|
|
|
|
|
n
|
Shares will be purchased at NAV.
|
|
n
|
You may elect cross-reinvestment into an
identically registered account or a similarly registered account
provided that at least one name on the account is registered
identically.
|
|
|
|
Can I
Arrange To Have Automatic Exchanges Made On A Regular
Basis?
|
|
You may elect to exchange automatically a
specified dollar amount of shares of the Fund for shares of the
same class of other Goldman Sachs Funds.
|
|
|
|
|
n
|
Shares will be purchased at NAV if a sales charge
had been imposed on the initial purchase.
|
|
n
|
Shares subject to a CDSC acquired under this
program may be subject to a CDSC at the time of redemption from
the Fund into which the exchange is made depending upon the date
and value of your original purchase.
|
|
n
|
Automatic exchanges are made monthly on the 15th
day of each month or the first business day thereafter.
|
|
n
|
Minimum dollar amount: $50 per month.
|
|
|
|
What
Else Should I Know About Cross-Reinvestments And Automatic
Exchanges?
|
|
Cross-reinvestments and automatic exchanges are
subject to the following conditions:
|
|
|
|
|
n
|
You cannot make cross-reinvestments or automatic
exchanges into the Fund unless the Funds minimum initial
investment requirement is met.
|
|
n
|
You should obtain and read the prospectus of the
Fund into which dividends are invested or automatic exchanges
are made.
|
|
|
|
Can I
Have Automatic Withdrawals Made On A Regular Basis?
|
|
You may redeem from your account systematically
via check or ACH transfer in any amount of $50 or more.
|
|
|
|
|
n
|
It is normally undesirable to maintain a
systematic withdrawal plan at the same time that you are
purchasing additional Class A or Class C Shares
because of the sales charge imposed on your purchases of
Class A Shares or the imposition of a CDSC on your
redemptions of Class A or Class C Shares.
|
|
n
|
Checks are normally mailed the next business day
after your selected systematic withdrawal date of either the
15th or 25th of the month.
|
|
n
|
Each systematic withdrawal is a redemption and
therefore a taxable transaction.
|
|
n
|
The CDSC applicable to Class A or
Class C Shares redeemed under the systematic withdrawal
plan may be waived.
|
46
SHAREHOLDER GUIDE
|
|
|
What
Types Of Reports Will I Be Sent Regarding My
Investment?
|
|
You will be provided with a printed confirmation
of each transaction in your account and a quarterly account
statement. A year-to-date statement for your account will be
provided upon request made to Goldman Sachs. If your account is
held in street name you may receive your statements
and confirmations on a different schedule.
|
|
|
You will also receive an annual shareholder
report containing audited financial statements and a semi-annual
shareholder report. If you have consented to the delivery of a
single copy of shareholder reports, prospectuses and other
information to all shareholders who share the same mailing
address with your account, you may revoke your consent at any
time by contacting Goldman Sachs Funds by phone at
1-800-526-7384 or by mail at Goldman Sachs Funds, P.O. Box
219711, Kansas City, MO 64121. The Fund will begin sending
individual copies to you within 30 days after receipt of
your revocation.
|
|
|
The Fund does not generally provide
sub-accounting services.
|
|
|
What
Should I Know When I Purchase Shares Through An Authorized
Dealer?
|
|
Authorized Dealers and other financial
intermediaries may provide varying arrangements for their
clients to purchase and redeem Fund shares. In addition,
Authorized Dealers and other financial intermediaries are
responsible for providing to you any communications from the
Fund to its shareholders, including but not limited to,
prospectuses, prospectus supplements, proxy materials and
notices regarding the source of dividend payments pursuant to
Section 19 of the Investment Company Act. They may charge
additional fees not described in this Prospectus to their
customers for such services.
|
|
|
If shares of the Fund are held in a street
name account with an Authorized Dealer, all recordkeeping,
transaction processing and payments of distributions relating to
your account will be performed by the Authorized Dealer, and not
by the Fund and its Transfer Agent. Since the Fund will have no
record of your transactions, you should contact the Authorized
Dealer to purchase, redeem or exchange shares, to make changes
in or give instructions concerning the account or to obtain
information about your account. The transfer of shares in a
street name account to an account with another
dealer or to an account directly with the Fund involves special
procedures and will require you to obtain historical purchase
information about the shares in the account from the Authorized
Dealer. If your Authorized Dealers relationship with
Goldman Sachs is terminated, and you do not transfer your
account to another Authorized Dealer, the Trust reserves the
right to redeem your shares. The Trust will not be responsible
for any loss in an investors account resulting from a
redemption.
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47
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Authorized Dealers and other financial
intermediaries may be authorized to accept, on behalf of the
Trust, purchase, redemption and exchange orders placed by or on
behalf of their customers, and if approved by the Trust, to
designate other intermediaries to accept such orders. In these
cases:
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The Fund will be deemed to have received an order
that is in proper form when the order is accepted by an
Authorized Dealer or intermediary on a business day, and the
order will be priced at the Funds NAV per share (adjusted
for any applicable sales charge and redemption fee) next
determined after such acceptance.
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Authorized Dealers and intermediaries are
responsible for transmitting accepted orders to the Fund within
the time period agreed upon by them.
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You should contact your Authorized Dealer or
intermediary to learn whether it is authorized to accept orders
for the Trust.
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The Investment Adviser, Distributor and/or their
affiliates may make payments to Authorized Dealers and other
financial intermediaries (Intermediaries) from time
to time to promote the sale, distribution and/or servicing of
shares of the Fund and other Goldman Sachs Funds. These payments
are made out of the Investment Advisers,
Distributors and/or their affiliates own assets, and
are not an additional charge to the Fund. The payments are in
addition to the distribution and service fees and sales charges
described in this Prospectus. Such payments are intended to
compensate Intermediaries for, among other things: marketing
shares of the Fund and other Goldman Sachs Funds, which may
consist of payments relating to the Fund included on preferred
or recommended fund lists or in certain sales programs from time
to time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Fund and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor
various educational programs, sales contests and/or promotions.
The additional payments by the Investment Adviser, Distributor
and/or their affiliates may also compensate Intermediaries for
subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these
services by the Fund. The amount of these additional payments is
normally not expected to exceed 0.50% (annualized) of the amount
sold or invested through Intermediaries. Please refer to the
Payments to Intermediaries section of the Additional
Statement for more information about these payments.
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48
SHAREHOLDER GUIDE
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The payments made by the Investment Adviser,
Distributor and/or their affiliates may be different for
different Intermediaries. The presence of these payments and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Authorized Dealer or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
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DISTRIBUTION
SERVICES AND FEES
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What
Are The Different Distribution And Service Fees Paid By
Class A and C Shares?
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The Trust has adopted distribution and service
plans (each a Plan) under which Class A and
Class C Shares bear distribution and service fees paid to
Authorized Dealers and Goldman Sachs. If the fees received by
Goldman Sachs pursuant to the Plans exceed its expenses, Goldman
Sachs may realize a profit from these arrangements. Goldman
Sachs generally pays the distribution and service fees on a
quarterly basis.
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Under the Plans, Goldman Sachs is entitled to a
monthly fee from the Fund for distribution services equal, on an
annual basis, to 0.25% and 0.75%, respectively, of the
Funds average daily net assets attributed to Class A
and Class C Shares. Because these fees are paid out of the
Funds assets on an ongoing basis, over time, these fees
will increase the cost of your investment and may cost you more
than paying other types of such charges.
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The distribution fees are subject to the
requirements of Rule 12b-1 under the Investment Company
Act, and may be used (among other things) for:
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Compensation paid to and expenses incurred by
Authorized Dealers, Goldman Sachs and their respective officers,
employees and sales representatives;
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Commissions paid to Authorized Dealers;
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Allocable overhead;
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Telephone and travel expenses;
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Interest and other costs associated with the
financing of such compensation and expenses;
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Printing of prospectuses for prospective
shareholders;
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Preparation and distribution of sales literature
or advertising of any type; and
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All other expenses incurred in connection with
activities primarily intended to result in the sale of
Class A and Class C Shares.
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49
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In connection with the sale of Class C
Shares, Goldman Sachs normally begins paying the 0.75%
distribution fee as an ongoing commission to Authorized Dealers
after the shares have been held for one year.
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PERSONAL ACCOUNT
MAINTENANCE SERVICES AND FEES
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Under the Plans, Goldman Sachs is also entitled
to receive a separate fee equal on an annual basis to 0.25% of
the Funds average daily net assets attributed to
Class C Shares. This fee is for personal and account
maintenance services, and may be used to make payments to
Goldman Sachs, Authorized Dealers and their officers, sales
representatives and employees for responding to inquiries of,
and furnishing assistance to, shareholders regarding ownership
of their shares or their accounts or similar services not
otherwise provided on behalf of the Fund. If the fees received
by Goldman Sachs pursuant to the Plans exceed its expenses,
Goldman Sachs may realize a profit from this arrangement.
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In connection with the sale of Class C
Shares, Goldman Sachs normally begins paying the 0.25% ongoing
service fee to Authorized Dealers after the shares have been
held for one year.
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RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the Fund. Excessive,
short-term (market timing) trading practices may disrupt
portfolio management strategies, increase brokerage and
administrative costs, harm fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to the Fund. In
making this judgment, trades executed in multiple accounts under
common ownership or control may be considered together to the
extent they can be identified. No waivers of the provisions of
the policy established to detect and deter market timing and
other
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50
SHAREHOLDER GUIDE
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excessive trading activity are permitted that
would harm the Trust or its shareholders or would subordinate
the interests of the Trust or its shareholders to those of
Goldman Sachs or any affiliated person or associated person of
Goldman Sachs.
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To deter excessive shareholder trading, the
International Equity Funds and certain Fixed Income Funds and
Specialty Funds (which are offered in separate prospectuses)
impose a redemption fee on redemptions made within
30 calendar days of purchase (60 calendar days of
purchase with respect to the Goldman Sachs High Yield Fund and
High Yield Municipal Fund) subject to certain exceptions. For
more information about these other Goldman Sachs Funds, obtain a
prospectus from your Authorized Dealer or from Goldman Sachs by
calling the number on the back cover of this Prospectus.
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Pursuant to the policy adopted by the Board of
Trustees, Goldman Sachs has developed criteria that it uses to
identify trading activity that may be excessive. Goldman Sachs
reviews on a regular, periodic basis available information
relating to the trading activity in the Fund in order to assess
the likelihood that the Fund may be the target of excessive
trading. As part of its excessive trading surveillance process,
Goldman Sachs, on a periodic basis, examines transactions that
exceed certain monetary thresholds or numerical limits within a
period of time. Consistent with the standards described above,
if, in its judgment, Goldman Sachs detects excessive, short term
trading, Goldman Sachs may reject or restrict a purchase or
exchange request and may further seek to close an
investors account with the Fund. Goldman Sachs may modify
its surveillance procedures and criteria from time to time
without prior notice regarding the detection of excessive
trading or to address specific circumstances. Goldman Sachs will
apply the criteria in a manner that, in Goldman Sachs
judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by intermediaries such as
broker-dealers, investment advisers, transfer agents,
administrators and insurance companies. In addition, Fund shares
may be held in omnibus 401(k) plans, Employee Benefit Plans and
other group accounts. Omnibus accounts include multiple
investors and such accounts typically provide the Fund with a
net purchase or redemption request on any given day where the
purchases and redemptions of Fund shares by the investors are
netted against one another. The identity of individual investors
whose purchase and redemption orders are aggregated are not
known by the Fund. A number of these financial intermediaries
may not have the capability or may not be willing to apply the
Funds market timing policies or any applicable redemption
fee. While Goldman Sachs may monitor share turnover at the
omnibus account level, the Funds ability to monitor and
detect market timing by shareholders or apply any applicable
redemption fee in
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51
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these omnibus accounts is limited. The netting
effect makes it more difficult to identify, locate and eliminate
market timing activities. In addition, those investors who
engage in market timing and other excessive trading activities
may employ a variety of techniques to avoid detection. There can
be no assurance that the Fund and Goldman Sachs will be able to
identify all those who trade excessively or employ a market
timing strategy, and curtail their trading in every instance.
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Taxation
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As with any investment, you should consider how
your investment in the Fund will be taxed. The tax information
below is provided as general information. More tax information
is available in the Additional Statement. You should consult
your tax adviser about the federal, state, local or foreign tax
consequences of your investment in the Fund. Except as otherwise
noted, the tax information assumes you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Fund distributions and the sale of your Fund
shares.
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Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Fund are generally subject to
federal income tax, and may also be subject to state or local
taxes. This is true whether you reinvest your distributions in
additional Fund shares or receive them in cash. For federal tax
purposes, Fund distributions attributable to short-term capital
gains and net investment income are generally taxable to you as
ordinary income, while distributions attributable to long-term
capital gains are taxable as long-term capital gains, no matter
how long you have owned your Fund shares.
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Adjustments for inflation to the principal amount
of an inflation indexed bond may give rise to original issue
discount, which will be includable in the Funds gross
income and will be taken into account in determining the
Funds distributions. Due to original issue discount, the
Fund may be required to make annual distributions to
shareholders that exceed the cash received from investment which
may cause the Fund to liquidate certain investments when it is
not advantageous to do so.
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Under current provisions of the Internal Revenue
Code, the maximum long-term capital gain tax rate applicable to
individuals, estates, and trusts is 15%. A sunset provision
provides that the 15% long-term capital gain rate will revert
back to its prior level after 2010. (The 15% maximum tax rate
also applies to certain qualifying dividend income, but Fund
distributions will not qualify for that favorable treatment and
will also not qualify for the corporate dividends received
deduction because the Fund will be earning interest income
rather than dividend income.)
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53
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The Funds transactions in derivatives (such
as futures contracts and swaps) will be subject to special tax
rules, the effect of which may be to accelerate income to a
Fund, defer losses to the Fund, cause adjustments in the holding
periods of the Funds securities and convert short-term
capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of
distributions to you. The Funds use of derivatives may
result in the Fund realizing more short-term capital gains and
ordinary income subject to tax at ordinary income tax rates than
it would if it did not use derivatives.
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December.
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If you buy shares of the Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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You will be mailed annual tax information with
respect to your investment in the Fund in January of the
following year.
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Your sale of Fund shares is a taxable transaction
for federal income tax purposes, and may also be subject to
state and local taxes. For tax purposes, the exchange of your
Fund shares for shares of a different Goldman Sachs Fund is the
same as a sale. When you sell your shares, you will generally
recognize a capital gain or loss in an amount equal to the
difference between your adjusted tax basis in the shares and the
amount received. Generally, this capital gain or loss is
long-term or short-term depending on whether your holding period
exceeds one year, except that any loss realized on shares
held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that
were received on the shares. Additionally, any loss realized on
a sale, exchange or redemption of shares of a Fund may be
disallowed under wash sale rules to the extent the
shares disposed of are replaced with other shares of that same
Fund within a period of 61 days beginning 30 days
before and ending 30 days after the date of disposition
(such as pursuant to a dividend reinvestment in shares of the
Fund.) If disallowed, the loss will be reflected in an
adjustment to the basis of the shares acquired.
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54
TAXATION
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When you open your account, you should provide
your Social Security Number or tax identification number on your
Account Application. By law, the Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
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Non-U.S. investors may be subject to
U.S. withholding and estate tax. But, withholding is
generally not required on properly designated distributions to
non U.S. investors of long-term capital gains and, for
distributions before November 1, 2008, short-term capital
gains and qualified interest income. Although this designation
may be made for any short-term capital gain distributions, the
Fund does not anticipate making any qualified interest income
designation. Therefore, all distributions of interest income
will be subject to withholding when paid to
non-U.S. investors.
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55
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Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques
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A. General
Portfolio Risks
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The Fund will be subject to the risks associated
with fixed-income securities. These risks include interest rate
risk, credit risk and call/extension risk. In general, interest
rate risk involves the risk that when interest rates decline,
the market value of fixed-income securities tends to increase
(although many mortgage-related securities will have less
potential than other debt securities for capital appreciation
during periods of declining rates). Conversely, when interest
rates increase, the market value of fixed-income securities
tends to decline. Credit risk involves the risk that the issuer
or guarantor could default on its obligations, and the Fund will
not recover its investment. Call risk and extension risk are
normally present in adjustable rate mortgage loans
(ARMs), mortgage-backed securities and asset-backed
securities. For example, homeowners have the option to prepay
their mortgages. Therefore, the duration of a security backed by
home mortgages can either shorten (call risk) or lengthen
(extension risk). In general, if interest rates on new mortgage
loans fall sufficiently below the interest rates on existing
outstanding mortgage loans, the rate of prepayment would be
expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
decrease. In either case, a change in the prepayment rate can
result in losses to investors. The same would be true of
asset-backed securities, such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for the Fund. A high rate of portfolio turnover (100%
or more) involves correspondingly greater expenses which must be
borne by the Fund and its shareholders and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of the
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Fund, including their
associated risks. Additional information is provided in the
Additional Statement, which is available upon request. Among
other things, the Additional Statement describes certain
fundamental investment restrictions that cannot be changed
without shareholder approval. You should note, however, that all
investment objectives and
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56
APPENDIX A
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all investment policies not specifically
designated as fundamental are non-fundamental, and may be
changed without shareholder approval. If there is a change in
the Funds investment objective, you should consider
whether that Fund remains an appropriate investment in light of
your then current financial position and needs.
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Credit/Default Risks.
Debt securities purchased by the
Fund may include securities (including zero coupon bonds) issued
by the U.S. government (and its agencies, instrumentalities and
sponsored enterprises), foreign governments, domestic and
foreign corporations, banks and other issuers. Some of these
fixed-income securities are described in the next section below.
Further information is provided in the Additional Statement.
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Risks of Derivative Investments.
The Funds transactions in
options, futures, options on futures, swaps, interest rate caps,
floors and collars, structured securities and inverse
floating-rate securities involve additional risk of loss. The
Fund may enter into a derivative investment for hedging
purposes, for example, in an effort to preserve a return or
spread, protect against adverse price movements, manage
portfolio duration or manage the Funds credit exposure.
Even so, loss can result from a lack of correlation between
changes in the value of derivative instruments and the portfolio
assets (if any) being hedged, the potential illiquidity of the
markets for derivative instruments, the failure of the
counterparty to perform its contractual obligations, or the
risks arising from margin requirements and related leverage
factors associated with such transactions. The use of these
management techniques also involves the risk of loss if the
Investment Adviser is incorrect in its expectation of
fluctuations in securities prices, interest rates or credit
events.
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In addition, the Fund may invest in derivative
instruments for non-hedging purposes (that is, to seek to
increase total return) in connection with the management of the
Fund, including the management of the Funds interest rate,
duration and credit exposures. Investing for non-hedging
purposes is considered a speculative practice and presents even
greater risk of loss. Particular derivative securities may be
leveraged such that their exposure (
i.e.
, price
sensitivity) to interest rate and/or prepayment risk is
magnified.
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Some floating-rate derivative debt securities can
present more complex types of derivative and interest rate
risks. For example, range floaters are subject to the risk that
the coupon will be reduced below market rates if a designated
interest rate floats outside of a specified interest rate band
or collar. Dual index or yield curve
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floaters are subject to lower prices in the event
of an unfavorable change in the spread between two designated
interest rates.
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Risks of Illiquid Securities.
The Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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Both domestic and foreign securities that are not
readily marketable
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Certain municipal leases and participation
interests
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Certain stripped mortgage-backed securities
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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Certain over-the-counter options
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Certain structured securities and swap
transactions
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial
paper or is otherwise eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 (144A
Securities).
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Investing in 144A Securities may decrease the
liquidity of the Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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Risks of Foreign Investments.
In general, the Fund may make
foreign investments. Foreign investments involve special risks
that are not typically associated with U.S. dollar
denominated or quoted securities of U.S. issuers. Foreign
investments may be affected by changes in currency rates,
changes in foreign or U.S. laws or restrictions applicable
to such investments and changes in exchange control regulations
(
e.g.
, currency blockage). A decline in the exchange rate
of the currency (
i.e.
, weakening of the currency against
the U.S. dollar) in which a portfolio security is quoted or
denominated relative to the U.S. dollar would reduce the
value of the portfolio security. In addition, if the currency in
which the Fund receives dividends, interest or other payments
declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Fund may have to sell portfolio
securities to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign
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58
APPENDIX A
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countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may
be less publicly available information about a foreign issuer
than a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of the Funds assets in one or
a few countries and currencies will subject the Fund to greater
risks than if the Funds assets were not geographically
concentrated.
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Risks of Sovereign Debt.
Investment in sovereign debt
obligations by the Fund involves risks not present in debt
obligations of corporate issuers. The issuer of the debt or the
governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or interest when
due in accordance with the terms of such debt, and the Fund may
have limited recourse to compel payment in the event of a
default. Periods of economic uncertainty may result in the
volatility of market prices of sovereign debt, and in turn the
Funds NAV, to a greater extent than the volatility
inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraint to which a sovereign
debtor may be subject.
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Risks of Emerging Countries.
The Fund may invest in securities
of issuers located in emerging countries. The risk of foreign
investment are heightened when the issuer is located in an
emerging country. Emerging countries are generally located
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in the Asia and Pacific regions, the Middle East,
Eastern Europe, Latin, Central and South America and Africa. The
Funds purchase and sale of portfolio securities in certain
emerging countries may be constrained by limitations relating to
daily changes in the prices of listed securities, periodic
trading or settlement volume and/or limitations on aggregate
holdings of foreign investors. Such limitations may be computed
based on the aggregate trading volume by or holdings of the
Fund, the Investment Adviser, its affiliates and their
respective clients and other service providers. The Fund may not
be able to sell securities in circumstances where price, trading
or settlement volume limitations have been reached.
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Foreign investment in the securities markets of
certain emerging countries is restricted or controlled to
varying degrees which may limit investment in such countries or
increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval
prior to investments by foreign persons or limit investment by
foreign persons to only a specified percentage of an
issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by
nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries
deemed important to national interests. Such restrictions may
affect the market price, liquidity and rights of securities that
may be purchased by the Fund. The repatriation of both
investment income and capital from certain emerging countries is
subject to restrictions such as the need for governmental
consents. In situations where a country restricts direct
investment in securities (which may occur in certain Asian and
other countries), the Fund may invest in such countries through
other investment funds in such countries.
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Many emerging countries have recently experienced
currency devaluations and substantial (and, in some cases,
extremely high) rates of inflation. Other emerging countries
have experienced economic recessions. These circumstances have
had a negative effect on the economies and securities markets of
those emerging countries. Economies in emerging countries
generally are dependent heavily upon commodity prices and
international trade and, accordingly, have been and may continue
to be affected adversely by the economies of their trading
partners, trade barriers, exchange controls, managed adjustments
in relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while
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60
APPENDIX A
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governments in other emerging countries have
periodically used force to suppress civil dissent. Disparities
of wealth, the pace and success of democratization, and ethnic,
religious and racial disaffection, among other factors, have
also led to social unrest, violence and/or labor unrest in some
emerging countries. Unanticipated political or social
developments may result in sudden and significant investment
losses. Investing in emerging countries involves greater risk of
loss due to expropriation, nationalization, confiscation of
assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested. As an
example, in the past some Eastern European governments have
expropriated substantial amounts of private property, and many
claims of the property owners have never been fully settled.
There is no assurance that similar expropriations will not recur
in Eastern European or other countries.
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The Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return from an investment in such
countries to the Fund.
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Settlement procedures in emerging countries are
frequently less developed and reliable than those in the United
States and may involve the Funds delivery of securities
before receipt of payment for their sale. In addition,
significant delays may occur in certain markets in registering
the transfer of securities. Settlement or registration problems
may make it more difficult for the Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
Funds inability to complete its contractual obligations
because of theft or other reasons.
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The creditworthiness of the local securities
firms used by the Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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The small size and inexperience of the securities
markets in certain emerging countries and the limited volume of
trading in securities in those countries may make the
Funds investments in such countries less liquid and more
volatile than investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). The Funds investments in
emerging countries are subject to the risk that the liquidity of
a particular investment, or investments generally, in such
countries will shrink or disappear suddenly and without warning
as a result of adverse economic, market or political conditions
or adverse investor perceptions, whether or not accurate.
Because of the lack of sufficient market liquidity, the Fund may
incur losses because it will be required to effect sales at a
disadvantageous time and then only
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61
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at a substantial drop in price. Investments in
emerging countries may be more difficult to price precisely
because of the characteristics discussed above and lower trading
volumes.
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The Funds use of foreign currency
management techniques in emerging countries may be limited. Due
to the limited market for these instruments in emerging
countries, all or a significant portion of the Funds
currency exposure in emerging countries may not be covered by
such instruments.
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Temporary Investment Risks
The Fund may, for temporary
defensive purposes, invest a certain percentage of its total
assets in:
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n
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U.S. Government Securities
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n
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Repurchase agreements collateralized by U.S.
Government Securities
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When the Funds assets are invested in such
instruments the Fund may not be achieving its investive
objective.
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C. Portfolio
Securities and Techniques
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This section provides further information on
certain types of securities and investment techniques that may
be used by the Fund, including their associated risks.
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The Fund may purchase other types of securities
or instruments similar to those described in this section if
otherwise consistent with the Funds investment objective
and policies. Further information is provided in the Additional
Statement, which is available upon request.
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U.S. Government Securities.
The Fund may invest in U.S.
Government Securities. U.S. Government Securities include U.S.
Treasury obligations and obligations issued or guaranteed by
U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation protected securities whose
principal value is periodically adjusted according to the rate
of inflation. For more information, please see Inflation
Protected Securities.
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Inflation Protected
Securities.
The Fund may invest in
IPS of varying maturities issued by the U.S. Treasury and
other U.S. and non-U.S. Government agencies and
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62
APPENDIX A
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corporations. IPS are fixed income securities
whose interest and principal payments are adjusted according to
the rate of inflation. The interest rate on IPS is fixed at
issuance, but over the life of the bond this interest may be
paid on an increasing or decreasing principal value that has
been adjusted for inflation. Although repayment of the original
bond principal upon maturity is guaranteed, the market value of
IPS is not guaranteed, and will fluctuate. Any increase or
decrease in the principal amount of IPS will result in an
adjustment of interest income which is distributed to
shareholders.
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The values of IPS generally fluctuate in response
to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. If inflation were to rise at a faster rate than
nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates were to increase at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. If inflation is lower than expected during
the period the Fund holds IPS, the Fund may earn less on the IPS
than on a conventional bond. If interest rates rise due to
reasons other than inflation (for example, due to changes in the
currency exchange rates), investors in IPS may not be protected
to the extent that the increase is not reflected in the
bonds inflation measure. There can be no assurance that
the inflation index for IPS will accurately measure the real
rate of inflation in the prices of goods and services.
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The U.S. Treasury utilizes the CPIU as the
measurement of inflation, while other issuers of IPS may use
different indices as the measure of inflation. Any increase in
principal value of IPS caused by an increase in the CPIU is
taxable in the year the increase occurs, even though the Fund
holding IPS will not receive cash representing the increase at
that time. As a result, the Fund could be required at times to
liquidate other investments, including when it is not
advantageous to do so, in order to satisfy its distribution
requirements as a regulated investment company.
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If the Fund invests in IPS, it will be required
to treat as original issue discount any increase in the
principal amount of the securities that occurs during the course
of its taxable year. If the Fund purchases such inflation
protected securities that are issued in stripped form either as
stripped bonds or coupons, it will be treated as if it had
purchased a newly issued debt instrument having original issue
discount.
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Because the Fund is required to distribute
substantially all of its net investment income (including
accrued original issue discount), the Funds investment in
either zero coupon bonds or IPS may require the Fund to
distribute to shareholders an amount greater than the total cash
income it actually receives. Accordingly, in order to make the
required distributions, the Fund may be required to borrow or
liquidate securities.
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63
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Custodial Receipts and Trust Certificates.
The Fund may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which the Fund may invest. The custodial receipts
or trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes the Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, the Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust. The
Fund may also invest in separately issued interests in custodial
receipts and trust certificates.
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Mortgage-Backed Securities.
The Fund may invest in
mortgage-backed securities. Mortgage-backed securities represent
direct or indirect participations in, or are collateralized by
and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate
mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity.
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The Fund may invest in privately-issued mortgage
pass-through securities that represent interests in pools of
mortgage loans that are issued by trusts formed by originators
of and institutional investors in mortgage loans (or represent
interests in custodial arrangements administered by such
institutions). These originators and institutions include
commercial banks, savings and loans associations, credit unions,
savings banks, mortgage bankers, insurance companies, investment
banks or special purpose subsidiaries of the foregoing. The
pools underlying privately-issued mortgage pass-through
securities consist of mortgage loans secured by mortgages or
deeds of trust creating a first lien on commercial, residential,
residential multi-family and mixed residential/ commercial
properties. These mortgage-backed securities typically do not
have the same credit standing as U.S. government guaranteed
mortgage-backed securities.
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Privately-issued mortgage pass-through securities
generally offer a higher yield than similar securities issued by
a government entity because of the absence of any direct or
indirect government or agency payment guarantees. However,
timely payment of interest and principal on mortgage loans in
these pools may be supported by various forms of insurance or
guarantees, including individual loan,
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64
APPENDIX A
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pool and hazard insurance, subordination and
letters of credit. The insurance and guarantees are issued by
government entities, private insurers, banks and mortgage
poolers. Mortgage-backed securities without insurance or
guarantees may also be purchased by the Fund if they have the
required rating from an NRSRO. Some mortgage-backed securities
issued by private organizations may not be readily marketable.
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Mortgage-backed securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs) and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments. CMOs
provide an investor with a specified interest in the cash flow
from a pool of underlying mortgages or of other mortgage-backed
securities. CMOs are issued in multiple classes each with a
specified fixed or floating interest rate and a final scheduled
distribution date. In many cases, payments of principal are
applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on
a CMO class until all other classes having an earlier stated
maturity date are paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of mortgage-backed securities, and under certain interest
rate and payment scenarios, the Fund may fail to recoup fully
its investment in certain of these securities regardless of
their credit quality.
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To the extent the Fund concentrates its
investments in pools of mortgage-backed securities sponsored by
the same sponsor or serviced by the same servicer, it may be
subject to additional risks. Servicers of mortgage-related pools
collect payments on the underlying mortgage assets for
pass-through to the pool on a periodic basis. Upon insolvency of
the servicer, the pool may be at risk with respect to
collections received by the servicer but not yet delivered to
the pool.
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Mortgage-backed securities also include stripped
mortgage-backed securities (SMBS), which are
derivative multiple class mortgage-backed securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
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65
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mortgage-backed securities because their cash
flow patterns are more volatile and there is a greater risk that
the initial investment will not be fully recouped.
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Asset-Backed Securities.
The Fund may invest in
asset-backed securities. Asset-backed securities are securities
whose principal and interest payments are collateralized by
pools of assets such as auto loans, credit card receivables,
leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be
expected to accelerate. Accordingly, the Funds ability to
maintain positions in such securities will be affected by
reductions in the principal amount of such securities resulting
from prepayments, and its ability to reinvest the returns of
principal at comparable yields is subject to generally
prevailing interest rates at that time. Asset-backed securities
present credit risks that are not presented by mortgage-backed
securities. This is because asset-backed securities generally do
not have the benefit of a security interest in collateral that
is comparable to mortgage assets. If the issuer of an
asset-backed security defaults on its payment obligations, there
is the possibility that, in some cases, the Fund will be unable
to possess and sell the underlying collateral and that the
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, the Fund may suffer a loss if it cannot sell
collateral quickly and receive the amount it is owed.
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Corporate Debt Obligations
The Fund may invest in corporate
debt obligations. Corporate debt obligations include bonds,
notes, debentures, commercial paper and other obligations of
corporations to pay interest and repay principal.
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Municipal Securities
The Fund may invest in securities
and instruments issued by state and local government issuers.
Municipal Securities in which the Fund may invest consist of
bonds, notes, commercial paper and other instruments (including
participation interests in such securities) issued by or on
behalf of the states, territories and possessions of the United
States (including the District of Columbia) and their political
subdivisions, agencies or instrumentalities.
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Municipal Securities include both
general and revenue bonds and may be
issued to obtain funds for various purposes. General obligations
are secured by the issuers pledge of its full faith,
credit and taxing power. Revenue obligations are payable only
from the revenues derived from a particular facility or class of
facilities.
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Municipal Securities are often issued to obtain
funds for various public purposes, including the construction of
a wide range of public facilities such as bridges,
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66
APPENDIX A
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highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.
Municipal Securities include private activity bonds,
pre-refunded municipal securities and auction rate securities.
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The obligations of the issuer to pay the
principal of and interest on a Municipal Security are subject to
the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of
principal or interest or imposing other constraints upon the
enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power
or ability of the issuer to pay when due the principal of or
interest on a Municipal Security may be materially affected.
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In addition, Municipal Securities include
municipal leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
purchase agreements. Moral obligation bonds are supported by a
moral commitment but not a legal obligation of a state or local
government. Municipal leases, certificates of participation and
moral obligation bonds frequently involve special risks not
normally associated with general obligation or revenue bonds. In
particular, these instruments permit governmental issuers to
acquire property and equipment without meeting constitutional
and statutory requirements for the issuance of debt. If,
however, the governmental issuer does not periodically
appropriate money to enable it to meet its payment obligations
under these instruments, it cannot be legally compelled to do
so. If a default occurs, it is likely that the Fund would be
unable to obtain another acceptable source of payment. Some
municipal leases, certificates of participation and moral
obligation bonds may be illiquid.
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Municipal Securities may also be in the form of a
tender option bond, which is a Municipal Security (generally
held pursuant to a custodial arrangement) having a relatively
long maturity and bearing interest at a fixed rate substantially
higher than prevailing short-term, tax-exempt rates. The bond is
typically issued with the agreement of a third party, such as a
bank, broker-dealer or other financial institution, which grants
the security holders the option, at periodic intervals, to
tender their securities to the institution. After payment of a
fee to the financial institution that provides this option, the
security holder effectively holds a demand obligation that bears
interest at the prevailing short-term, tax-exempt rate. An
institution may not be obligated to accept tendered bonds in the
event of certain defaults or a significant downgrading in the
credit rating assigned to the issuer of the bond. The tender
option will be taken into account in determining the maturity
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67
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of the tender option bonds and the Funds
duration. Certain tender option bonds may be illiquid.
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Municipal Securities may be backed by letters of
credit or other forms of credit enhancement issued by domestic
or foreign banks or by other financial institutions. The credit
quality of these banks and financial institutions could,
therefore, cause a loss to the Fund that invests in Municipal
Securities. Letters of credit and other obligations of foreign
banks and financial institutions may involve risks in addition
to those domestic obligations because of less publicly available
financial and other information, less securities regulation,
potential imposition of foreign withholding and other taxes,
war, expropriation or other adverse governmental actions.
Foreign banks and their foreign branches are not regulated by
U.S. banking authorities, and are generally not bound by the
accounting, auditing and financial reporting standards
applicable to U.S. banks.
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Bank Obligations
The Fund may invest in obligations
issued or guaranteed by U.S. or foreign banks. Bank obligations,
including without limitation, time deposits, bankers
acceptances and certificates of deposit, may be general
obligations of the parent bank or may be limited to the issuing
branch by the terms of the specific obligations or by government
regulations. Banks are subject to extensive but different
governmental regulations which may limit both the amount and
types of loans which may be made and interest rates which may be
charged. In addition, the profitability of the banking industry
is largely dependent upon the availability and cost of funds for
the purpose of financing lending operations under prevailing
money market conditions. General economic conditions as well as
exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in the
operation of this industry.
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Foreign Currency Transactions
The Fund may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract.
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The Fund may engage in foreign currency
transactions for hedging purposes and to seek to protect against
anticipated changes in future foreign currency exchange rates.
In addition, the Fund may enter into foreign currency
transactions to seek a closer correlation between the
Funds overall currency exposures and the currency
exposures of the Funds performance benchmark. The Fund may
also enter into such transactions to seek to increase total
return, which is considered a speculative practice.
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The Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgement of the Investment Adviser, it would be
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68
APPENDIX A
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beneficial to convert such currency into U.S.
dollars at a later date (
e.g.
, the Investment Adviser may
anticipate the foreign currency to appreciate against the U.S.
dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, the Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contacts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive the Fund of unrealized profits,
transaction costs or the benefits of a currency hedge or could
force the Fund to cover its purchase or sale commitments, if
any, at the current market price.
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Floating and Variable Rate Obligations.
The Fund may purchase floating and
variable rate obligations. The value of these obligations is
generally more stable than that of a fixed rate obligation in
response to changes in interest rate levels. The issuers or
financial intermediaries providing demand features may support
their ability to purchase the obligations by obtaining credit
with liquidity supports. These may include lines of credit,
which are conditional commitments to lend, and letters of
credit, which will ordinarily be irrevocable both of which may
be issued by domestic banks or foreign banks. The Fund may
purchase variable or floating rate obligations from the issuers
or may purchase certificates of participation, a type of
floating or variable rate obligation, which are interests in a
pool of debt obligations held by a bank or other financial
institutions.
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Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
The Fund may invest in zero coupon
bonds, deferred interest, pay-in-kind and capital appreciation
bonds. These bonds are issued at a discount from their face
value because interest payments are typically postponed until
maturity. Pay-in-kind securities are securities that have
interest payable by the delivery of additional securities. The
market prices of these securities generally are more volatile
than the market prices of interest-bearing securities and are
likely to respond to a greater degree to changes in interest
rates than interest-bearing securities having similar maturities
and credit quality.
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Mortgage Dollar Rolls.
The Fund may enter into mortgage
dollar rolls. A mortgage dollar roll involves the sale by the
Fund of securities for delivery in the current month. The Fund
simultaneously contracts with the same counterparty to
repurchase substantially similar (same type, coupon and
maturity) but not identical securities on a specified future
date. During the roll period, the Fund loses the right to
receive principal and interest paid on the securities sold.
However, the Fund benefits to the extent of any difference
between (a) the price received for the securities sold and
(b) the lower forward price for the future purchase and/or
fee income plus the interest earned on the cash proceeds of the
securities sold. Unless the benefits of a mortgage dollar roll
exceed the income, capital appreciation and gain or loss due to
mortgage prepayments that would have been realized on the
securities sold as part of the roll, the use of this technique
will diminish the Funds performance.
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Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, the Fund may experience
a loss. The Fund does not currently intend to enter into
mortgage dollar rolls for financing and does not treat them as
borrowings.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period. A call option
gives the purchaser of the option the right to buy, and the
writer (seller) of the option the option to sell, the underlying
instrument during the option period. The Fund may write (sell)
covered call and put options and purchase put and call options
on any securities in which the fund may invest or on any
securities index consisting of securities of which it may
invest. The Fund may also, to the extent consistent with its
investment policies, purchase and sell (write) put and call
options on foreign currencies.
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The writing and purchase of options in a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of the Investment Adviser
to manage future price fluctuations and the degree of
correlation between the options and securities (or currency)
markets. If the Investment Adviser is incorrect in its
expectation of changes in market prices or determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in the Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase the
Funds transaction costs. Options written or purchased
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70
APPENDIX A
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by the Fund may be traded on either U.S. or
foreign exchanges or over-the-counter. Foreign and
over-the-counter options will present greater possibility of
loss because of their greater illiquidity and credit risks.
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Yield Curve Options.
The Fund may enter into options on
the yield spread or differential between two
securities. Such transactions are referred to as yield
curve options. In contrast to other types of options, a
yield curve option is based on the difference between the yields
of designated securities, rather than the prices of the
individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in
the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
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The trading of yield curve options in subject to
all of the risks associated with the trading of other types of
options. In addition, such options present a risk of loss even
if the yield of one of the underlying securities remains
constant, or if the spread moves in a direction or to an extent
which was not anticipated.
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Futures Contracts and Options on Futures
Contracts.
Futures contracts are
standardized, exchange-traded contracts that provide for the
sale or purchase of a specified financial instrument or currency
at a future time at a specified price. An option on a futures
contract gives the purchaser the right (and the writer of the
option the obligation) to assume a position in a futures
contract at a specified exercise price within a specified period
of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other
financial instruments and indices. The Fund may engage in
futures transactions on U.S. and foreign exchanges.
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The Fund may purchase and sell futures contracts,
and purchase and write call and put options on futures
contracts, in order to seek to increase total return or to hedge
against changes in interest rates, securities prices or, to the
extent the Fund invests in foreign securities, currency exchange
rates, or to otherwise manage its term structure, sector
selection and duration in accordance with its investment
objective and policies. The Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of the Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act and, therefore,
is not subject to registration or regulation as a pool operator
under that Act with respect to the Fund.
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Futures contracts and related options present the
following risks:
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While the Fund may benefit from the use of
futures and options on futures, unanticipated changes in
interest rates, securities prices or currency exchange
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71
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rates may result in poorer overall performance
than if the Fund had not entered into any futures contracts or
options transactions.
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and the Fund may be exposed to additional risk
of loss.
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The loss incurred by the Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of the Funds NAV.
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As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to the
Fund.
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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As an investment company registered with the SEC,
the Fund must set aside (often referred to as
asset segregation) liquid assets, or engage in other
SEC- or staff-approved measures to cover open
positions with respect to its transactions in futures contracts.
In the case of futures contracts that do not cash settle, for
example, the Fund must set aside liquid assets equal to the full
notional value of the futures contracts while the positions are
open. With respect to futures contracts that do cash settle,
however, the Fund is permitted to set aside liquid assets in an
amount equal to the Funds daily marked-to-market net
obligations (
i.e.
, the Funds daily net liability)
under the futures contracts, if any, rather than their full
notional value. The Fund reserves the right to modify its asset
segregation policies in the future to comply with any changes in
the positions from time to time articulated by the SEC or its
staff regarding asset segregation. By setting aside assets equal
to only its net obligations under cash-settled futures
contracts, the Fund will have the ability to employ leverage to
a greater extent than if the Fund were required to segregate
assets equal to the full notional amount of the futures
contracts.
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When-Issued Securities and Forward
Commitments.
The Fund may purchase
when-issued securities and make contracts to purchase or sell
securities for a fixed price at a future date beyond customary
settlement time. When-issued securities are securities that have
been authorized, but not yet issued. When-issued securities are
purchased in order to secure what is considered to be an
advantageous price or yield to the Fund at the time of entering
into the transaction. A forward commitment involves entering
into a contract to purchase or sell securities for a fixed price
at a future date beyond the customary settlement period.
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72
APPENDIX A
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although the Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, the Fund may dispose of when-issued
securities or forward commitments prior to settlement if the
Investment Adviser deems it appropriate.
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Lending of Portfolio Securities.
The Fund may engage in securities
lending. Securities lending involves the lending of securities
owned by the Fund to financial institutions such as certain
broker-dealers, including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loans
continuously with cash, cash equivalents, U.S. Government
Securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by the Fund in short-term investments, including
registered and unregistered investment pools managed by the
Investment Adviser, its affiliates or the Funds custodian
and from which the Investment Adviser or its affiliates may
receive fees. To the extent that cash collateral is so invested,
such collateral will be subject to market depreciation or
appreciation, and the Fund will be responsible for any loss that
might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of the Fund
(including the loan collateral). Loan collateral (including any
investment of that collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in particular types of fixed-income and other
securities.
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The Fund may lend its securities to increase its
income. The Fund may, however, experience delay in the recovery
of its securities or incur a loss if the institution with which
it has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Repurchase Agreements.
Repurchase agreements involve the
purchase of securities subject to the sellers agreement to
repurchase them at a mutually agreed upon date and price. The
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation. The Fund may also enter into repurchase agreements
involving certain foreign government securities.
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If the other party or seller
defaults, the Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with
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73
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delay and enforcement of the repurchase
agreement. In addition, in the event of bankruptcy of the
seller, the Fund could suffer additional losses if a court
determines that the Funds interest in the collateral is
not enforceable.
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The Fund, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by the Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit swaps give one party to a
transaction (the buyer of the credit swap) the right to dispose
of or acquire an asset (or group of assets), or the right to
receive a payment from the other party, upon the occurrence of
specified credit events. Currently swaps involve the exchange of
the parties respective rights to make or receive payments
in specified currencies. Total return swaps give the Fund the
right to receive the appreciation in the value of a specified
security, index or other instrument in return for a fee paid to
the counterparty, which will typically be an agreed upon
interest rate. If the underlying asset in a total return swap
declines in value over the term of the swap, the Fund may also
be required to pay the dollar value of that decline to the
counterparty. The Fund may also purchase and write (sell)
options contracts on swaps, commonly referred to as swaptions. A
swaption is an option to enter into a swap agreement. Like other
types of options, the buyer of a swaption pays a non-refundable
premium for the option and obtains the right, but not the
obligation, to enter into an underlying swap on agreed-upon
terms. The seller of a swaption, in exchange for the premium,
becomes obligated (if the option is exercised) to enter into an
underlying swap on agreed-upon terms. The purchase of an
interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to
receive payment of interest on a notional principal amount from
the party selling such interest rate cap. The purchase of an
interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from
the party selling the interest rate floor. An interest rate
collar is the combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates.
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74
APPENDIX A
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The Fund may enter into swap transactions for
hedging purposes or to seek to increase total return. As an
example, when the Fund is the buyer of a credit default swap
(commonly known as buying protection), it may make periodic
payments to the seller of the credit default swap to obtain
protection against a credit default on a specified underlying
asset (or group of assets). If a default occurs, the seller of a
credit default swap may be required to pay the Fund the
notional value of the credit default swap on a
specified security (or group of securities). On the other hand,
when the Fund is a seller of a credit default swap (commonly
known as selling protection), in addition to the credit exposure
the Fund has on the other assets held in its portfolio, the Fund
is also subject to the credit exposure on the notional amount of
the swap since, in the event of a credit default, the Fund may
be required to pay the notional value of the credit
default swap on a specified security (or group of securities) to
the buyer of the credit default swap. The Fund will be the
seller of a credit default swap only when the credit of the
underlying asset is deemed by the Investment Adviser to meet the
Funds minimum credit criteria at the time the swap is
first entered into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
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Borrowings and Reverse Repurchase
Agreements.
The Fund can borrow
money from banks and other financial institutions, and may enter
into reverse repurchase agreements in amounts not exceeding
one-third of the Funds total assets. The Fund may not make
additional investments if borrowings exceed 5% of its total
assets. Reverse repurchase agreements involve the sale of
securities held by the Fund subject to the Funds agreement
to repurchase them at a mutually agreed upon date and price
(including interest). These transactions may be entered into as
a temporary measure for emergency purposes or to meet redemption
requests. Reverse repurchase agreements may also be entered into
when the Investment Adviser expects that the interest income to
be earned from the investment of the transaction proceeds will
be greater than the related interest expense. Borrowings and
reverse repurchase agreements involve leveraging. If the
securities held by the Fund decline in value while these
transactions are outstanding, the NAV of the Funds
outstanding shares will decline in value by proportionately more
than the decline in value of the securities. In addition,
reverse repurchase agreements involve the risk that the
investment return earned by the Fund (from the investment
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75
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of the proceeds) will be less than the interest
expense of the transaction, that the market value of the
securities sold by the Fund will decline below the price the
Fund is obligated to pay to repurchase the securities, and that
the securities may not be returned to the Fund.
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Non-Investment Grade Fixed Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly known as junk bonds) are
considered speculative. In some cases, these obligations may be
highly speculative and have poor prospects for reaching
investment grade standing. Non-investment grade fixed income
securities are subject to the increased risk of an issuers
inability to meet principal and interest obligations. These
securities, also referred to as high yield securities, may be
subject to greater price volatility due to such factors as
specific corporate or municipal developments, interest rate
sensitivity, negative perceptions of the junk bond markets
generally and less secondary market liquidity.
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Non-investment grade fixed income securities are
often issued in connection with a corporate reorganization or
restructuring or as part of a merger, acquisition, takeover or
similar event. They are also issued by less established
companies seeking to expand. Such issuers are often highly
leveraged and generally less able than more established or less
leveraged entities to make scheduled payments of principal and
interest in the event of adverse developments or business
conditions. Non-investment grade securities are also issued by
governmental bodies that may have difficulty in making all
scheduled interest and principal payments.
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The market value of non-investment grade fixed
income securities tends to reflect individual corporate or
municipal developments to a greater extent than that of higher
rated securities which react primarily to fluctuations in the
general level of interest rates. As a result, the Funds
ability to achieve its investment objectives may depend to a
greater extent on the Investment Advisers judgment
concerning the creditworthiness of issuers than funds which
invest in higher-rated securities. Issuers of non-investment
grade fixed income securities may not be able to make use of
more traditional methods of financing and their ability to
service debt obligations may be affected more adversely than
issuers of higher-rated securities by economic downturns,
specific corporate or financial developments or the
issuers inability to meet specific projected business
forecasts. Negative publicity about the junk bond market and
investor perceptions regarding lower rated securities, whether
or not based on fundamental analysis, may depress the prices for
such securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities.
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76
APPENDIX A
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Investment by the Fund in defaulted securities
poses additional risk of loss should nonpayment of principal and
interest continue in respect of such securities. Even if such
securities are held to maturity, recovery by the Fund of its
initial investment and any anticipated income or appreciation is
uncertain.
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The secondary market for non-investment grade
fixed income securities is concentrated in relatively few market
makers and is dominated by institutional investors, including
mutual funds, insurance companies and other financial
institutions. Accordingly, the secondary market for such
securities is not as liquid as, and is more volatile than, the
secondary market for higher-rated securities. In addition,
market trading volume for high yield fixed-income securities is
generally lower and the secondary market for such securities
could shrink or disappear suddenly and without warning as a
result of adverse market or economic conditions, independent of
any specific adverse changes in the condition of a particular
issuer. The lack of sufficient market liquidity may cause the
Fund to incur losses because it will be required to effect sales
at a disadvantageous time and then only at a substantial drop in
price. These factors may have an adverse effect on the market
price and the Funds ability to dispose of particular
portfolio investments. A less liquid secondary market also may
make it more difficult for the Fund to obtain precise valuations
of the high yield securities in its portfolio.
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Credit ratings issued by credit rating agencies
are designed to evaluate the safety of principal and interest
payments of rated securities. They do not, however, evaluate the
market value risk of non-investment grade securities and,
therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not
make timely changes in a rating to reflect changes in the
economy or in the conditions of the issuer that affect the
market value of the security. Consequently, credit ratings are
used only as a preliminary indicator of investment quality.
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Preferred Stock, Warrants and Rights.
The Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the issuers earnings and assets before common stock
owners but after bond owners. Unlike debt securities, the
obligations of an issuer of preferred stock, including dividend
and other payment obligations, may not typically be accelerated
by the holders of such preferred stock on the occurrence of an
event of default or other non-compliance by the issuer of the
preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Appendix B
Financial Highlights
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As the Fund has not yet commenced investment
operations as of the date of this Prospectus, there is no
performance information quoted for the Fund.
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78
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1
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General
Investment Management Approach
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5
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Fund
Investment Objective and Strategies
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5
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Goldman Sachs Inflation Protected Securities Fund
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7
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Other
Investment Practices and Securities
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10
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Principal
Risks of the Fund
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15
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Fund
Performance
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16
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Fund
Fees and Expenses
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19
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Service
Providers
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24
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Dividends
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26
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Shareholder
Guide
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26
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How to Buy Shares
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39
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How to Sell Shares
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53
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Taxation
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56
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Appendix
A
Additional Information on
Portfolio Risks, Securities
and Techniques
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79
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Appendix
B
Financial Highlights
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Inflation Protected Securities
Fund
Prospectus
(Class A and C
Shares)
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Annual/Semi-annual
Report
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As of the date of this Prospectus, the Fund has
not commenced operations. The annual report for the fiscal
period ended March 31, 2008 will become available to
shareholders in May 2008.
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Statement
of Additional Information
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Additional information about the Fund and its
policies is also available in the Funds Additional
Statement. The Additional Statement is incorporated by reference
into this Prospectus (is legally considered part of this
Prospectus).
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The Funds annual and semi-annual reports,
and the Additional Statement, are available free upon request by
calling Goldman Sachs at 1-800-526-7384. You can also access and
download the annual and semi-annual reports and the Additional
Statement at the Funds website:
http://www.goldmansachsfunds.com.
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To obtain other information and for shareholder
inquiries:
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n
By
telephone:
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1-800-526-7384
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n
By
mail:
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Goldman Sachs Funds
P.O. Box 06050
Chicago, Illinois 60606-6306
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n
On
the Internet:
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SEC EDGAR database http://www.sec.gov
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You may review and obtain copies of Fund
documents (including the Additional Statement) by visiting the
SECs public reference room in Washington, D.C. You may
also obtain copies of Fund documents, after paying a duplicating
fee, by writing to the SECs Public Reference Section,
Washington, D.C. 20549-0102 or by electronic request to:
publicinfo@sec.gov. Information on the operation of the public
reference room may be obtained by calling the SEC at
(202) 942-8090.
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The Funds investment company registration
number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
539187
FISMPROABC
Preliminary
Prospectus dated August 14, 2007
Subject
to Completion
The
information in the prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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Institutional
Shares
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August , 2007
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GOLDMAN SACHS
SINGLE/MULTI-SECTOR TAXABLE FIXED INCOME FUND
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n
Goldman
Sachs
Inflation
Protected
Securities Fund
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
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NOT
FDIC-INSURED
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May Lose
Value
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No Bank
Guarantee
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General Investment
Management Approach
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Goldman Sachs Asset Management, L.P.
(GSAM
®
),
serves as investment adviser to the Goldman Sachs Inflation
Protected Securities Fund (the Fund). GSAM is
referred to in this Prospectus as the Investment
Adviser.
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Goldman
Sachs Fixed Income Investing Philosophy:
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Global fixed income markets are constantly
evolving and are highly diversewith myriad countries,
currencies, sectors, issuers and securities. We believe
inefficiencies in these complex markets cause bond prices to
diverge from their fair value for periods of time. To capitalize
on these inefficiencies and generate consistent risk-adjusted
performance, we believe it is critical to:
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Thoughtfully combine diversified sources of
return by employing multiple investment strategies
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Take a global perspective to uncover relative
value opportunities
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Employ focused specialist teams to identify
short-term mispricings and incorporate long-term views
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Emphasize a risk-aware approach
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GSAMs Fixed Income investment process seeks
to maximize risk-adjusted total returns by utilizing a diverse
set of investment strategies. The process revolves around four
key elements:
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1. Developing a long-term risk
budget
The lead portfolio
managers (Portfolio Team) are responsible for the
overall results of the Fund. They set the strategic direction of
the Fund by establishing a risk budget. Following
careful analysis of risk and return objectives, they allocate
the overall risk budget to each component strategy to optimize
potential return.
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2. Generating investment views and
strategies
Within the
parameters of the risk budget, our Top-down and Bottom-up
Strategy Teams (collectively, Strategy Teams)
generate investment ideas within their areas of specialization.
The Top-down Strategy Teams are responsible for
cross-sector, duration, country and currency decisions and are
deliberately small to ensure creativity and expedite
decision-making and execution. Concurrently, the Bottom-up
Strategy Teams, comprised of sector specialists, formulate
sub-sector allocation and security selection decisions.
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3. Implementing
portfolios
The Strategy Teams
trade the securities within their area of expertise, while the
Portfolio Team oversees the portfolio construction process. In
this way, the Fund benefits from the Best Ideas
generated by the Strategy Teams and trades remain consistent
with risk and return objectives.
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4. Monitoring
strategies
The Portfolio Team
is responsible for monitoring the Fund to ensure the most
optimal mix of strategies. In addition, the Top-down and
Bottom-up Strategy Teams review the strategies within their
areas of specialization.
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With every fixed-income portfolio,
the Investment Adviser applies a team approach that emphasizes
risk management and capitalizes on Goldman Sachs extensive
research capabilities.
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2
GENERAL INVESTMENT
MANAGEMENT APPROACH
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The Fund described in this Prospectus has a
target duration. The Funds duration approximates its price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
duration of three years may be expected to rise approximately
three percent and the price of a bond with a five year duration
may be expected to rise approximately five percent. The converse
is also true. Suppose interest rates in one day rise by one
percent which, in turn, causes yields on every bond in the
market to rise by the same amount. In this second example, the
price of a bond with a duration of three years may be expected
to fall approximately three percent and the price of a bond with
a five year duration may be expected to fall approximately five
percent. The longer the duration of a bond, the more sensitive
the bonds price is to changes in interest rates. Maturity
measures the time until final payment is due; it takes no
account of the pattern of a securitys cash flows over
time. In calculating maturity, the Fund may determine the
maturity of a variable or floating rate obligation according to
its interest rate reset date, or the date principal can be
recovered on demand, rather than the date of ultimate maturity.
Similarly, to the extent that a fixed income obligation has a
call, refunding or redemption provision, the date on which the
instrument is expected to be called, refunded or redeemed may be
considered to be its maturity date. There is no guarantee that
the expected call, refund or redemption will occur, and the
Funds average maturity may lengthen beyond the Investment
Advisers expectations should the expected call, refund or
redemption not occur. In computing portfolio duration, the Fund
will estimate the duration of obligations that are subject to
prepayment or redemption by the issuer, taking into account the
influence of interest rates on prepayments and coupon flows.
This method of computing duration is known as
option-adjusted duration.
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Durations for inflation protected securities,
which are based on inflation-adjusted yields, are converted to
nominal durations through a conversion factor, typically between
20% and 90% of the respective real duration. All security
holdings will be measured in effective (nominal) duration terms.
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Interest rates and, fixed income securities
prices can be volatile, and a variance in the degree of
volatility or in the direction of the market from the Investment
Advisers expectations may produce significant losses in
the Funds investments in derivatives. In addition, a
perfect correlation between a derivatives position and a fixed
income security position is generally impossible to achieve. As
a result, the Investment Advisers use of derivatives may
not be effective in fulfilling the Investment Advisers
investment strategies and may contribute to losses that would
not have been incurred otherwise.
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3
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References in the Prospectus to the Funds
benchmark are for informational purposes only, and unless
otherwise noted are not necessarily an indication of how the
Fund is managed.
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In addition, the Funds investment
objective, and all policies not specifically designated as
fundamental in this Prospectus or the Statement of Additional
Information (the Additional Statement), are
non-fundamental and may be changed without shareholder approval.
However, the Fund will provide shareholders with at least
60 days written notice before any change in its
investment objective. If there is a change in the Funds
investment objective, you should consider whether the Fund
remains an appropriate investment in light of your then-current
financial position and needs.
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4
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Fund Investment Objective
and Strategies
|
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Goldman Sachs Inflation
Protected
Securities Fund
|
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FUND FACTS
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Duration*
(under normal interest rate conditions):
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Target = Lehman
Brothers U.S. TIPS Index plus or minus 1-2 years
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Credit
Quality:
|
|
Primarily in investment
grade securities
|
|
|
|
|
Benchmark:
|
|
Lehman Brothers U.S. TIPS
Index
|
|
|
|
|
The Fund seeks real return consistent with
preservation of capital. Real return is the return on an
investment adjusted for inflation.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
The Fund invests, under normal circumstances, at
least 80% of its net assets plus any borrowings for investment
purposes (measured at time of purchase) (Net Assets)
in inflation protected securities (IPS)** of varying
maturities issued by the U.S. Treasury (TIPS)
and other U.S. and non-U.S. Government agencies and
corporations (CIPS). IPS are designed to provide
inflation protection to investors. The U.S. Treasury uses the
Consumer Price Index for Urban Consumers (the CPIU)
as the measurement of inflation, while other issuers of IPS may
use other indices as the measure of inflation. IPS are
income-generating instruments whose interest and principal
payments are adjusted for inflation a sustained
|
|
|
*
|
The Funds duration approximates its
price sensitivity to changes in interest rates. Historically,
over the last ten years, the duration of the Lehman Brothers
U.S. TIPS Index has ranged between 0.3 and
8.6 years.
|
|
|
**
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in a Funds
policy to invest at least 80% of its Net Assets in the
particular type of investment suggested by its name.
|
5
|
|
|
Goldman Sachs Inflation
Protected
Securities Fund
continued
|
|
|
|
increase in prices that erodes the purchasing
power of money. The inflation adjustment, which is typically
applied monthly to the principal of the bond, follows a
designated inflation index, such as the consumer price index. A
fixed coupon rate is applied to the inflation-adjusted principal
so that as inflation rises, both the principal value and the
interest payments increase. This can provide investors with a
hedge against inflation, as it helps preserve the purchasing
power of an investment. Because of this inflation adjustment
feature, inflation protected bonds typically have lower yields
than conventional fixed-rate bonds.
|
|
|
|
The remainder of the Funds Net Assets (up
to 20%) may be invested in other fixed income securities,
including U.S. Government Securities, asset-backed securities,
mortgage-backed securities, corporate securities, high yield
securities and securities issued by foreign corporate and
governmental issuers.
|
|
6
Other Investment Practices
and Securities
The tables below and the tables on the following
pages identify some of the investment techniques that may (but
are not required to) be used by the Fund in seeking to achieve
its investment objective. Numbers in the table show allowable
usage only; for actual usage, consult the Funds annual/
semi-annual reports. For more information about these and other
investment practices and securities, see Appendix A. The
Fund publishes on its website
(http://www.goldmansachsfunds.com)
complete portfolio
holdings for the Fund as of the end of each fiscal quarter
subject to a thirty calendar-day lag between the date of the
information and the date on which the information is disclosed.
In addition, the Fund publishes on its website selected holdings
information monthly subject to a ten calendar-day lag between
the date of the information and the date on which the
information is disclosed. This information will be available on
the website until the date on which the Fund files its next
quarterly portfolio holdings report on Form N-CSR or
Form N-Q with the SEC. In addition, a description of the
Funds policies and procedures with respect to the
disclosure of the Funds portfolio securities is available
in the Funds Additional Statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (including securities lending collateral)
(italic type)
|
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
|
No specific percentage limitation
|
|
|
on usage; limited only by the
|
|
|
objectives and strategies of the Fund
|
|
Inflation
|
Not permitted
**
|
|
|
|
|
|
Protected
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
Fund
|
|
|
Investment
Practices
|
|
|
|
|
|
|
|
Borrowings
|
|
|
|
|
|
33 1/3
|
|
Credit, Interest Rate and
Total Return Swaps
*
|
|
|
|
|
|
|
|
Currency Options and
Futures
|
|
|
|
|
|
|
|
Cross Hedging of Currencies
|
|
|
|
|
|
|
|
Currency
Swaps
*
|
|
|
|
|
|
|
|
Financial Futures Contracts
|
|
|
|
|
|
|
|
Forward Foreign Currency
Exchange Contracts
|
|
|
|
|
|
|
|
Interest Rate Floors, Caps
and Collars
|
|
|
|
|
|
|
|
Mortgage Dollar Rolls
|
|
|
|
|
|
|
|
Mortgage
Swaps
*
|
|
|
|
|
|
|
|
Options (including Options
on Futures)
|
|
|
|
|
|
|
|
Options on Foreign
Currencies
|
|
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
|
|
Securities Lending
|
|
|
|
|
|
33 1/3
|
|
When-Issued Securities and
Forward Commitments
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and
swap transactions that are not deemed liquid.
|
**
|
|
The Fund may, however, invest securities
lending collateral in registered funds that invest in such
instruments.
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets
(italic type)
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
|
No specific percentage limitation
|
|
|
|
|
|
|
on usage; limited only by the
|
|
|
|
|
|
Inflation
|
objectives and strategies of the Fund
|
|
|
|
|
|
Protected
|
Not permitted
**
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
Fund
|
|
|
Investment
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Debt Obligations
and Trust Preferred Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging Country Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating and Variable Rate
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation Protected
Securities
|
|
|
|
|
|
|
|
|
|
|
80+
|
|
Loan Participations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-Backed
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable Rate Mortgage
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized Mortgage
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government Issued
Mortgage-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple Class
Mortgage-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately Issued
Mortgage-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stripped Mortgage-Backed
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
High Yield Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Warrants
and Rights
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Securities*
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable Municipal
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Free Municipal
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and
swap transactions that are not deemed liquid.
|
**
|
|
The Fund may, however, invest securities
lending collateral in registered funds that invest in such
instruments.
|
8
[This page intentionally left blank]
9
Principal Risks of the Fund
Loss of money is a risk of investing in the Fund.
An investment in the Fund is not a deposit of any bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes important risks that apply to the Fund and may result
in a loss of your investment. The Fund should not be relied upon
as a complete investment program. There can be no assurance that
the Fund will achieve its investment objective.
|
|
|
|
|
|
|
|
|
Inflation
|
|
|
Protected
|
Applicable
|
|
Securities
|
Not applicable
*
|
|
Fund
|
|
|
NAV
|
|
|
|
Inflation Protected
Securities
|
|
|
|
Fixed Income Securities
|
|
|
|
Deflation
|
|
|
|
Tax Consequences
|
|
|
|
CPIU Measurement
|
|
|
|
Interest Rate
|
|
|
|
Credit/Default
|
|
|
|
Call
|
|
|
|
Extension
|
|
|
|
Derivatives
|
|
|
|
U.S. Government Securities
|
|
|
|
Market
|
|
|
|
Management
|
|
|
|
Liquidity
|
|
|
|
Sovereign
|
|
|
|
|
Political
|
|
|
|
|
Economic
|
|
|
|
|
Repayment
|
|
|
|
Foreign
|
|
|
|
Emerging Countries
|
|
|
|
Junk Bond
|
|
|
|
|
|
|
*
|
|
The Fund may, however, invest in securities
lending collateral in registered or unregistered funds that
invest in instruments subject to such risks.
|
10
PRINCIPAL RISKS OF THE FUND
General
Risks:
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of the Fund and the value of your
investment will fluctuate.
|
n
|
Inflation Protected Securities
Risk
The value of Inflation
Protected Securities (IPS) generally fluctuates in response to
changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. Therefore, if inflation were to rise at a faster rate
than nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates increased at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. Although the principal value of IPS
declines in periods of deflation, holders at maturity receive no
less than the par value of the bond. However, if the Fund
purchases IPS in the secondary market whose principal values
have been adjusted upward due to inflation since issuance, the
Fund may experience a loss if there is a subsequent period of
deflation. If inflation is lower than expected during the period
the Fund holds an IPS, the Fund may earn less on the security
than on a conventional bond. The U.S. Treasury only began
issuing inflation protected securities (TIPS) in 1997, and
corporations began issuing Corporate Inflation Protected
Securities (CIPS) even more recently. As a result, the market
for such securities may be less developed or liquid, and more
volatile, than certain other securities markets. Although IPS
with different maturities may be issued in the future, the U.S.
Treasury currently issues TIPS in five-year, ten-year and
twenty-year maturities, and CIPS are currently issued in
five-year, seven-year and ten-year maturities. The CPIU is the
measurement used for inflation.
|
|
n
|
Fixed Income Securities
Risk
Prices of bonds may fall
in response to economic events or trends. The longer a
bonds maturity, the greater the risk that its value may
fall in response to economic events or trends.
|
|
n
|
Deflation
Risk
It is possible that
prices throughout the economy may decline over time, resulting
in deflation. If this occurs, the principal and
income of inflation-protected fixed income securities held by
the Fund would likely decline in price, which could result in
losses for the Fund.
|
n
|
Tax Consequences
Risk
Adjustments for
inflation to the principal amount of an inflation indexed bond
may give rise to original issue discount, which will be
includable in the Funds gross income. Please see the
section entitled TaxationDistributions.
|
n
|
CPIU Measurement
Risk
The CPIU is a
measurement of changes in the cost of living, made up of
components such as housing, food, transportation and energy.
There can be no assurance that the CPIU will accurately measure
the real rate of inflation in the prices of goods and services.
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed-income securities held by the
Fund (including inflation protected fixed income securities)
will decline in value. Long-term fixed-income securities will
normally have more
|
11
|
|
|
price volatility because of this risk than
short-term fixed-income securities. Because most of the fixed
income securities in the Fund are inflation protected
obligations of the U.S. Treasury that are adjusted for
inflation, the Fund should be less susceptible to increases in
interest rates and interest rate risk than conventional
government bond funds with a similar average maturity.
|
n
|
Credit/Default
Risk
The risk that an issuer
or guarantor of fixed-income securities held by the Fund (which
may have low credit ratings), or the counterparty in a
derivative instrument, may default on its obligation to pay
interest and repay principal.
|
|
n
|
Call Risk/Prepayment
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund (such as a mortgage-backed security) earlier than
expected. This may happen when there is a decline in interest
rates. Under these circumstances, the Fund may be unable to
recoup all of its initial investment and will also suffer from
having to reinvest in lower yielding securities.
|
|
n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund (such as a mortgage-backed security) later than
expected. This may happen when there is a rise in interest
rates. Under these circumstances, the value of the obligation
will decrease, and the Fund will also suffer from the inability
to invest in higher yielding securities.
|
n
|
Derivatives
Risk
The risk that loss may
result from the Funds investments in options, futures,
swaps, options on swaps, structured securities and other
derivative instruments. These instruments may be illiquid,
difficult to price and leveraged so that small changes may
produce disproportionate losses to the Fund.
|
n
|
U.S. Government Securities
Risk
The risk that the U.S.
government will not provide financial support to U.S. government
agencies, instrumentalities or sponsored enterprises if it is
not obligated to do so by law. Although many types of U.S.
Government Securities may be purchased by the Fund, such as
those issued by the Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation
(Freddie Mac) and Federal Home Loan Banks may be
chartered or sponsored by Acts of Congress, their securities are
neither issued nor guaranteed by the United States Treasury and,
therefore, are not backed by the full faith and credit of the
United States. The maximum potential liability of the issuers of
some U.S. Government Securities held by the Fund may greatly
exceed their current resources, including their legal right to
support from the U.S. Treasury. It is possible that these
issuers will not have the funds to meet their payment
obligations in the future.
|
n
|
Market
Risk
The risk that the value
of the securities in which the Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods. The Funds investments may be overweighted from
time to time in one or more industry sectors, which will
|
12
PRINCIPAL RISKS OF THE FUND
|
|
|
increase the Funds exposure to risk of loss
from adverse developments affecting those sectors.
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Liquidity
Risk
The risk that the Fund
will not be able to pay redemption proceeds within the time
period stated in this Prospectus because of unusual market
conditions, an unusually high volume of redemption requests, or
other reasons. Certain of the Goldman Sachs Retirement Strategy
Portfolios expect to invest in the Fund and other funds for
which GSAM or an affiliate now or in the future acts as
investment adviser or underwriter. Redemptions by these funds of
their position in the Fund may further increase liquidity risk
and may impact the Funds net asset value.
|
n
|
Sovereign
Risk
The risk that the issuer
of the non-U.S. sovereign debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay the principal or interest when due.
|
|
|
|
|
n
|
Political
Risk
The risks associated
with the general political and social environment of a country.
These factors may include among other things government
instability, poor socioeconomic conditions, corruption, lack of
law and order, lack of democratic accountability, poor quality
of the bureaucracy, internal and external conflict, and
religious and ethnic tensions. High political risk can impede
the economic welfare of a country.
|
|
n
|
Economic
Risk
The risks associated
with the general economic environment of a country. These can
encompass, among other things, low quality and growth rate of
Gross Domestic Product (GDP), high inflation or
deflation, high government deficits as a percentage of GDP, weak
financial sector, overvalued exchange rate, and high current
account deficits as a percentage of GDP.
|
|
n
|
Repayment
Risk
The risk associated with
the inability of a country to pay its external debt obligations
in the immediate future. Repayment risk factors may include but
are not limited to high foreign debt as a percentage of GDP,
high foreign debt service as a percentage of exports, low
foreign exchange reserves as a percentage of short-term debt or
exports, and an unsustainable exchange rate structure.
|
|
|
n
|
Foreign
Risk
The risk of loss
associated with foreign investments that are not typically
associated with domestic issuers. Loss may result because of
less foreign government regulation, less public information and
less economic, political and social stability. Loss may also
result from the imposition of exchange controls, confiscations
and other government restrictions. The Fund will also be subject
to the risk of negative foreign currency rate fluctuations.
Foreign risk will normally be greatest when the Fund invests in
issuers located in emerging countries.
|
n
|
Emerging Countries
Risk
The Fund may invest in
emerging countries. The securities markets of Asian, Latin,
Central and South American, Eastern European,
|
13
|
|
|
Middle Eastern, African and other emerging
countries are less liquid, are especially subject to greater
price volatility, have smaller market capitalizations, have less
government regulation and are not subject to as extensive and
frequent accounting, financial and other reporting requirements
as the securities markets of more developed countries. These
risks are not normally associated with investments in more
developed countries.
|
|
n
|
Junk Bond
Risk
The Fund may but does
not currently intend to invest in non-investment grade
fixed-income securities (commonly known as junk
bonds) that are considered speculative. Non-investment
grade fixed-income securities and unrated securities of
comparable credit quality are subject to the increased risk of
an issuers inability to meet principal and interest
payment obligations. These securities may be subject to greater
price volatility due to such factors as specific corporate or
municipal developments, interest rate sensitivity, negative
perceptions of the junk bond markets generally and less
secondary market liquidity.
|
|
More information about the Funds portfolio
securities and investment techniques, and their associated
risks, is provided in Appendix A. You should consider the
investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
14
HOW THE FUND HAS
PERFORMED
|
|
|
|
As the Fund has not yet commenced investment
operations as of the date of this Prospectus, there is no
performance information quoted for the Fund.
|
15
Fund Fees and Expenses
(Institutional Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Institutional Shares of the
Fund.
|
|
|
|
|
|
|
|
|
|
Inflation Protected
|
|
|
Securities Fund
|
|
|
|
|
|
Institutional
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
1
|
Management
Fees*
2
|
|
|
0.33%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
None
|
|
Other Expenses*
3
|
|
|
1.18%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.51%
|
|
|
See page 16 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses, and Total Fund Operating Expenses
shown in the table above do not reflect voluntary management fee
waivers and expense limitation agreements currently in place
with respect to the Fund. The Funds Management
Fees, Other Expenses, and Total Fund
Operating Expenses, after application of current
management fee waivers and expense limitation agreements, are as
set forth below. These management fee waivers and expense
limitation agreements may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses, and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
Inflation Protected
|
|
|
Securities Fund
|
|
|
|
|
|
Institutional
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
1
|
|
|
Management Fees
2
|
|
0.25%
|
Distribution and Service (12b-1) Fees
|
|
None
|
Other Expenses
3
|
|
0.08%
|
|
Total Fund Operating Expenses (after current
waivers and expense limitations)
|
|
0.33%
|
|
16
FUND FEES AND EXPENSES
|
|
|
1
|
|
The Funds annual operating expenses have
been estimated for the current fiscal year.
|
2
|
|
The Investment Adviser is entitled to
management fees from the Fund at annual rates equal to the
following percentages of the average daily net assets of the
Fund:
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
|
|
Annual Rate
|
|
Net Assets
|
|
|
Inflation Protected
Securities Fund
|
|
|
0.33%
|
|
|
On the first
$1 billion
|
|
|
|
0.30%
|
|
|
Next $1 billion
|
|
|
|
0.28%
|
|
|
Over $2 billion
|
|
|
|
|
Additionally, as of the date of this Prospectus,
the Investment Adviser is voluntarily waiving a portion of its
management fee equal to 0.08% based on the average daily net
assets of the Fund.
|
|
|
|
|
3
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.04%
of the average daily net assets of the Funds Institutional
Shares, plus all other ordinary expenses not detailed above. The
Investment Adviser has voluntarily agreed to reduce or limit
Other Expenses of the Fund (excluding management
fees, transfer agency fees and expenses, taxes, interest,
brokerage fees and litigation, indemnification, shareholder
meetings and other extraordinary expenses exclusive of any
expense offset arrangements) to 0.044% of the Funds
average daily net assets.
|
|
|
|
|
These expense reductions may be terminated at
any time at the option of the Investment Adviser.
|
17
FUND FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in the Fund (without the waivers
and expense limitations) with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in
Institutional Shares of the Fund for the time periods
indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5%
return each year and that the Funds operating expenses
remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
Fund
|
|
1 Year
|
|
3 Years
|
|
|
Inflation Protected
Securities
|
|
|
|
|
|
|
|
|
|
|
|
$154
|
|
|
|
$477
|
|
|
Institutions that invest in Institutional Shares
on behalf of their customers may charge other fees directly to
their customer accounts in connection with their investments.
You should contact your institution for information regarding
such charges. Such fees, if any, may affect the return such
customers realize with respect to their investments.
Certain institutions that invest in Institutional
Shares may receive other compensation in connection with the
sale and distribution of Institutional Shares or for services to
their customers accounts and/or the Portfolios. For
additional information regarding such compensation, see
Shareholder Guide in the Prospectus and
Payments to Intermediaries in the Additional
Statement.
18
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P.
32 Old Slip
New York, New York 10005
|
|
Inflation Protected
Securities
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman,
Sachs & Co. (Goldman Sachs). As of
March 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $660.8 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Fund and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Fund, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Fund:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the Fund
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Fund
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of the Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
19
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
the Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
|
|
Annual Rate
|
|
Net Assets
|
|
|
GSAM:
|
|
|
|
|
|
|
|
Inflation Protected
Securities
|
|
|
0.33%
|
|
|
First $1 Billion
|
|
|
|
0.30%
|
|
|
Next $1 Billion
|
|
|
|
0.28%
|
|
|
Over $2 Billion
|
|
The Investment Adviser may voluntarily waive a
portion of its advisory fee from time to time and discontinue or
modify any such voluntary limitations in the future at its
discretion.
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the Fund
will be available in the Funds annual report dated
March 31, 2008.
|
|
|
Fixed
Income Portfolio Management Team
|
|
|
|
|
n
|
The investment process revolves around four
groups: the Investment Strategy Group, the Top-down Strategy
Team, the Bottom-up Strategy Team and the Portfolio Teams.
|
|
n
|
These teams strive to maximize risk-adjusted
returns by de-emphasizing interest rate anticipation and
focusing on security selection and sector allocation
|
|
n
|
The team manages approximately $184 billion
in municipal and taxable fixed-income assets for retail,
institutional and high net worth clients.
|
______________________________________________________________________________________________________________
U.S.
Fixed Income-Investment Management Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Jonathan Beinner
Managing Director and
Co-Head U.S. and Global Fixed Income Teams
|
|
Senior Portfolio
Manager
Fixed Income Group
|
|
Since
2000
|
|
Mr. Beinner joined the
Investment Adviser in 1990 and became a portfolio manager in
1992. He became Co-Head of the U.S. and Global Fixed Income
Teams in 2002.
|
|
20
SERVICE PROVIDERS
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Tom Kenny
Managing Director and
Co-Head U.S. and Global Fixed Income Teams
|
|
Senior Portfolio
Manager
Fixed Income Group
|
|
Since
2000
|
|
Mr. Kenny joined the
Investment Adviser in 1999 as a senior portfolio manager.
Previously, he spent 13 years at Franklin Templeton where
he was a portfolio manager of high yield municipal and municipal
funds, Director of Municipal Research and Director of the
Municipal Bond Department. He became Co-Head of the U.S. and
Global Fixed Income Teams in 2002.
|
|
James B. Clark
Managing Director,
Co-Head U.S.
Fixed Income Team
|
|
Senior Portfolio
Manager
Inflation Protected Securities
|
|
Since
2007
|
|
Mr. Clark joined the
Investment Adviser in 1994 as a portfolio manager after working
as an investment manager in the mortgage-backed securities group
at Travelers Insurance Company.
|
|
Christopher Sullivan
Managing Director, Co-Head U.S. Fixed Income Team
|
|
Senior Portfolio
ManagerInflation Protected Securities
|
|
Since 2007
|
|
Mr. Sullivan joined the
Investment Adviser in 2001 as a portfolio manager and as Co-Head
of the U.S. Fixed Income Team. Since 1997, he was a senior
member of the account management group of Pacific Investment
Management Company (PIMCO). Prior to joining PIMCO, he was an
equity portfolio manager for Hawaiian Trust Company for three
years.
|
|
Mark Van Wyk
Vice President
|
|
Portfolio
ManagerInflation Protected Securities
|
|
Since 2007
|
|
Mr. Van Wyk joined the
Investment Adviser in 1994 and specializes in U.S. government
and financial derivatives. He worked with an options trading
firm prior to joining the Investment Adviser.
|
|
Nicholas Griffiths
Executive Director
|
|
Senior Portfolio
ManagerInflation Protected Securities
|
|
Since 2007
|
|
Mr. Griffiths
joined the Investment Adviser in 1999 and is a portfolio manager
working with both the short duration and UK Fixed Income teams.
In addition, he is a member of the Country Team whose
responsibilities include researching and creating cross-country
ideas for all portfolios.
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Portfolio
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Team and is responsible for high-level
decisions pertaining to portfolios across multiple strategies.
The Fixed Income Portfolio Management Team is organized into a
series of specialist teams which focus on generating and
implementing investment ideas within their area of expertise.
Both top-down and bottom-up decisions are made by these small
strategy teams, rather than by one portfolio manager or
committee. Ultimate accountability
|
21
|
|
|
for the portfolio resides with the lead portfolio
managers, who set the long-term risk budget and oversee the
portfolio construction process.
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Fund, see the Additional Statement.
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of the Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Chicago, Illinois
60606, also serves as the Funds transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Fund. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
the Fund or limit a Funds investment activities. Goldman
Sachs is a full service investment banking, broker dealer, asset
management and financial services organization and a major
participant in global financial markets. As such, it acts as an
investor, investment banker, research provider, investment
manager, financier, advisor, market maker, trader, prime broker,
lender, agent and principal, and has other direct and indirect
interests, in the global fixed income, currency, commodity,
equity and other markets in which the Fund directly and
indirectly invest. Thus, it is likely that the Fund will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of the Fund and/or which engage in and compete
for transactions in the same types of securities, currencies and
instruments as the Fund. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Fund. The
|
22
SERVICE PROVIDERS
|
|
|
results of the Funds investment activities,
therefore, may differ from those of Goldman Sachs, its
affiliates and other accounts managed by Goldman Sachs, and it
is possible that the Fund could sustain losses during periods in
which Goldman Sachs and its affiliates and other accounts
achieve significant profits on their trading for proprietary or
other accounts. In addition, the Fund may, from time to time,
enter into transactions in which Goldman Sachs or its other
clients have an adverse interest. For example, the Fund may take
a long position in a security at the same time that Goldman
Sachs or other accounts managed by the Investment Adviser take a
short position in the same security (or vice versa). These and
other transactions undertaken by Goldman Sachs, its affiliates
or Goldman Sachs advised-clients may adversely impact the Fund.
Transactions by one or more Goldman Sachs advised-clients or the
Investment Adviser may have the effect of diluting or otherwise
disadvantaging the values, prices or investment strategies of
the Fund. The Funds activities may be limited because of
regulatory restrictions applicable to Goldman Sachs and its
affiliates, and/or their internal policies designed to comply
with such restrictions. As a global financial services firm,
Goldman Sachs also provides a wide range of investment banking
and financial services to issuers of securities and investors in
securities. Goldman Sachs, its affiliates and others associated
with it may create markets or specialize in, have positions in
and affect transactions in, securities of issuers held by the
Fund, and may also perform or seek to perform investment banking
and financial services for those issuers. Goldman Sachs and its
affiliates may have business relationships with and purchase or
distribute or sell services or products from or to distributors,
consultants or others who recommend the Fund or who engage in
transactions with or for the Fund. For more information about
conflicts of interest, see the Additional Statement.
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Fund may retain an
affiliate of the Investment Adviser to serve as the securities
lending agent for the Fund to the extent that the Fund engages
in the securities lending program. For these services, the
lending agent may receive a fee from the Fund, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. In
addition, the Fund may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the
Funds portfolio investment transactions.
|
23
|
|
|
Dividends
|
|
|
The Fund pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the Additional
Statement.
|
|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to Goldman
Sachs at any time before the record date for a particular
dividend or distribution. If you do not indicate any choice,
your dividends and distributions will be reinvested
automatically in the applicable Fund. If cash dividends are
elected with respect to the Funds monthly net investment
income dividends, then cash dividends must also be elected with
respect to the non-long-term capital gains component, if any, of
the Funds annual dividend.
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income
|
|
Capital Gains
|
|
|
Dividends
|
|
Distributions
|
|
|
|
|
|
Fund
|
|
Declared
|
|
Paid
|
|
Declared and Paid
|
|
|
Inflation Protected
Securities
|
|
Daily
|
|
Monthly
|
|
Annually
|
|
|
|
|
Any increase or decrease in the principal amount
of an inflation-indexed instrument in the Funds portfolio
will result in an adjustment of interest income which is
distributed to shareholders periodically.
|
24
DIVIDENDS
|
|
|
From time to time a portion of the Funds
dividends may constitute a return of capital for tax purposes,
and/ or may include amounts in excess of the Funds net
investment income for the period calculated in accordance with
good accounting practice.
|
|
|
When you purchase shares of the Fund, part of the
NAV per share may be represented by undistributed income and/ or
realized gains that have previously been earned by the Fund.
Therefore, subsequent distributions on such shares from such
income and/ or realized gains may be taxable to you even if the
NAV of the shares is, as a result of the distributions, reduced
below the cost of such shares and the distributions (or portions
thereof) represent a return of a portion of the purchase price.
|
25
|
|
|
Shareholder Guide
|
|
|
The following section will provide you with
answers to some of the most often asked questions regarding
buying and selling the Funds Institutional Shares.
|
|
|
|
How Can
I Purchase Institutional Shares Of The Fund?
|
|
You may purchase Institutional Shares on any
business day at their NAV next determined after receipt of an
order. No sales load is charged. You should either:
|
|
|
|
|
n
|
Place an order with Goldman Sachs at
1-800-621-2550 and wire federal funds on the next business day;
or
|
|
|
n
|
Send a check or Federal Reserve draft payable to
Goldman Sachs Funds(Name of Fund and Class of Shares),
P.O. Box 06050, Chicago, IL 60606-6306. The Fund will not
accept a check drawn on foreign banks, third-party checks,
temporary checks, electronic checks, or cash or cash
equivalents, e.g., cashiers checks, official bank checks,
drawer checks, money orders, travelers cheques or credit card
checks. In limited situations involving the transfer of
retirement assets, the Fund may accept cashiers checks or
official bank checks.
|
|
|
|
|
In order to make an initial investment in the
Fund, you must furnish to the Fund or Goldman Sachs the Account
Application. Purchases of Institutional Shares must be settled
within three business days of receipt of a complete purchase
order.
|
|
|
How Do
I Purchase Shares Through A Financial Institution?
|
|
Certain institutions (including banks, trust
companies, brokers and investment advisers) that provide
recordkeeping, reporting and processing services to their
customers may be authorized to accept, on behalf of the Trust,
purchase, redemption and exchange orders placed by or on behalf
of their customers and may designate other intermediaries to
accept such orders, if approved by the Trust. In these cases:
|
|
|
|
|
n
|
The Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
institution or intermediary on a business day, and the order
will be priced at the Funds NAV per share next determined
after such acceptance (less any applicable redemption fee in the
case of redemption orders).
|
|
n
|
Authorized institutions or intermediaries will be
responsible for transmitting accepted orders and payments to the
Trust within the time period agreed upon by them.
|
26
SHAREHOLDER GUIDE
|
|
|
You should contact your institution or
intermediary to learn whether it is authorized to accept orders
for the Trust. These institutions may receive payments from the
Fund or Goldman Sachs for the services provided by them with
respect to the Funds Institutional Shares. These payments
may be in addition to other payments borne by the Fund.
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments to authorized dealers and other
financial intermediaries (Intermediaries) from time
to time to promote the sale, distribution and/or servicing of
shares of the Fund and other Goldman Sachs Funds. These payments
are made out of the Investment Advisers,
Distributors and/or their affiliates own assets, and
are not an additional charge to the Fund. Such payments are
intended to compensate Intermediaries for, among other things:
marketing shares of the Fund and other Goldman Sachs Funds,
which may consist of payments relating to Funds included on
preferred or recommended fund lists or in certain sales programs
from time to time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Fund and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor
various educational programs, sales contests and/or promotions.
The additional payments by the Investment Adviser, Distributor
and/or their affiliates may also compensate Intermediaries for
subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these
services by the Fund. The amount of these additional payments is
normally not expected to exceed 0.50% (annualized) of the amount
sold or invested through the Intermediaries. Please refer to the
Payments to Intermediaries section of the Additional
Statement for more information about these payments.
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates may be different for
different Intermediaries. The presence of these payments and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your authorized dealer or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
|
|
In addition to Institutional Shares, the Fund
also offers other classes of shares to investors. These other
share classes are subject to different fees and expenses
|
27
|
|
|
(which affect performance), have different
minimum investment requirements and are entitled to different
services than Institutional Shares. Information regarding these
other share classes may be obtained from your sales
representative or from Goldman Sachs by calling the number on
the back cover of this Prospectus.
|
|
|
What Is
My Minimum Investment In The Fund?
|
|
|
|
Type of Investor
|
|
Minimum Investment
|
|
|
n
Banks,
trust companies or other
depository
institutions investing
for their own
account or on behalf
of clients
n
Section
401(k), profit sharing,
money
purchase pension, tax-
sheltered
annuity, defined benefit
pension or
other employee benefit
plans that are
sponsored by one
or more employers
(including
governmental or
church
employers) or
employee
organizations
n
State,
county, city or any
instrumentality,
department,
authority or agency
thereof
n
Corporations
with at least $100
million in assets
or in outstanding
publicly traded
securities
n
Wrap
account sponsors
(provided they have
an agreement
covering the arrangement
with
GSAM)
n
Registered
investment advisers
investing for
accounts for which
they receive
asset-based fees
n
Qualified
non-profit organizations,
charitable
trusts, foundations and endowments
|
|
$1,000,000 in
Institutional Shares of the Fund alone or in combination with
other assets under the management of GSAM and its affiliates
|
|
n
Individual
investors
n
Accounts
over which GSAM or its
advisory
affiliates have investment
discretion
|
|
$10,000,000
|
n
Corporations
with less than $100 million in assets or outstanding
publicly traded securities
|
|
|
|
n
Individual
Retirement Accounts (IRAs)
for which
GSAM or its advisory
affiliates act
as fiduciary
|
|
No minimum
|
|
|
|
|
The minimum investment requirement may be waived
for current and former officers, partners, directors or
employees of Goldman Sachs or any of its affiliates; brokerage
or advisory clients of Goldman Sachs Private Wealth Management
and
|
28
SHAREHOLDER GUIDE
|
|
|
accounts for which Goldman Sachs Trust Company,
N.A. or The Goldman Sachs Trust Company of Delaware acts in a
fiduciary capacity (i.e., as agent or trustee); certain mutual
fund wrap programs; and for other investors at the
discretion of the Trusts officers. No minimum amount is
required for subsequent investments.
|
|
|
What
Else Should I Know About Share Purchases?
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
|
|
n
|
Modify or waive the minimum investment
requirements.
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of
Institutional Shares of the Fund is evident, or if purchases,
sales or exchanges are, or a subsequent abrupt redemption might
be, of a size that would disrupt the management of the Fund.
|
|
n
|
Close the Fund to new investors from time to time
and reopen the Fund whenever it is deemed appropriate by the
Funds Investment Adviser.
|
|
|
|
Generally, the Fund will not allow non-U.S.
citizens and certain U.S. citizens residing outside the United
States to open an account directly with the Fund.
|
|
|
The Fund may allow you to purchase shares with
securities instead of cash if consistent with the Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
|
|
|
|
Customer Identification
Program.
Federal law requires the
Fund to obtain, verify and record identifying information, which
may include the name, residential or business street address,
date of birth (for an individual), Social Security Number or
taxpayer identification number and/or other identifying
information, for each investor who opens an account with the
Fund. Applications without the required information, which will
be reviewed solely for customer identification purposes, may not
be accepted by the Fund. After accepting an application, to the
extent permitted by applicable law or their customer
identification program, the Fund reserves the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Fund; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Fund is unable to verify an investors identity. The
Fund and its agents will not be responsible for any loss in an
investors account resulting from the investors delay
in providing all required identifying information or from
closing an account and redeeming an investors shares
pursuant to the customer identification program.
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29
|
|
|
How Are
Shares Priced?
|
|
The price you pay when you buy Institutional
Shares is a Funds next determined NAV for a share class.
The price you receive when you sell Institutional Shares is a
Funds next determined NAV for a share class with the
redemption proceeds reduced by any applicable charge (e.g.,
redemption fees). The Fund calculates NAV as follows:
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|
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|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
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|
The Funds investments are valued based on
market quotations, which may be furnished by a pricing service
or provided by securities dealers. If accurate quotations are
not readily available, or if the Investment Adviser believes
that such quotations do not accurately reflect fair value, the
fair value of the Funds investments may be determined
based on yield equivalents, a pricing matrix or other sources,
under valuation procedures established by the Trustees. Debt
obligations with a remaining maturity of 60 days or less
are valued at amortized cost.
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In addition, the Investment Adviser, consistent
with applicable regulatory guidance, may determine to make an
adjustment to the previous closing prices of either domestic or
foreign securities in light of significant events, to reflect
what it believes to be the fair value of the securities at the
time of determining the Funds NAV. Significant events that
could affect a large number of securities in a particular market
may include, but are not limited to: situations relating to one
or more single issuers in a market sector; significant
fluctuations in foreign markets; market disruptions or market
closings; governmental actions or other developments; as well as
the same or similar events which may affect specific issuers or
the securities markets even though not tied directly to the
securities markets. Other significant events that could relate
to a single issuer may include, but are not limited to:
corporate actions such as reorganizations, mergers and buy-outs;
corporate announcements on earnings; significant litigation; and
regulatory news such as governmental approvals.
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|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Fund
to price their investments may be different from those used by
other investment companies and investors to price the same
investments.
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30
SHAREHOLDER GUIDE
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|
|
Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
|
|
|
|
|
n
|
NAV per share of each class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or such other times as
the New York Stock Exchange or NASDAQ market may officially
close. This occurs after the determination, if any, of the
income to be declared as a dividend. Fund shares will generally
not be priced on any day the New York Stock Exchange is closed,
although Fund shares may be priced on such days if the Bond
Market Association (BMA) recommends that bond
markets remain open for all or part of the day.
|
|
n
|
When you buy shares, you pay the NAV next
calculated
after
the Fund receives your order in proper
form.
|
|
n
|
When you sell shares, you receive the NAV next
calculated
after
the Fund receives your order in proper
form. Redemption proceeds are reduced by any applicable
redemption fee.
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|
n
|
On any business day when the BMA recommends that
the bond markets close early, the Fund reserves the right to
close at or prior to the BMA recommended closing time. If the
Fund does so, it will cease granting same business day credit
for purchase and redemption orders received after the
Funds closing time and credit will be given to the next
business day.
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|
n
|
The Trust reserves the right to reprocess
purchase (including dividend re-investments), redemption and
exchange transactions that were processed at an NAV other than
the Funds official closing NAV that is subsequently
adjusted, and to recover amounts from (or distribute amounts to)
shareholders accordingly based on the official closing NAV as
adjusted.
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
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|
Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into the Funds net asset value on the business
day following trade date (T+1). The use of T+1 accounting
generally does not, but may, result in a net asset value that
differs materially from the net asset value that would result if
all transactions were reflected on their trade dates.
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|
|
Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange and/or the bond markets is stopped
at a time other than their regularly scheduled closing times. In
the event the New York Stock Exchange and/or the bond markets do
not open for business,
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31
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|
|
the Trust may, but is not required to, open
one or more Funds for purchase, redemption and exchange
transactions if the Federal Reserve wire payment system is open.
To learn whether a Fund is open for business during this
situation, please call 1-800-621-2550.
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|
Foreign securities may trade in their local
markets on days the Fund is closed. As a result, if the Fund
holds foreign securities its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
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|
When
Will Shares Be Issued And Dividends Begin To Be Paid?
|
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|
|
n
|
Shares Purchased by Federal Funds Wire:
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|
|
n
|
If a purchase order in proper form is received
before the Fund closes, shares will be issued and dividends will
begin to accrue on the purchased shares on the later of
(i) the business day after the purchase order is received,
or (ii) the day that the federal funds wire is received by
Northern. Failure to provide payment on settlement date may
result in a delay in accrual.
|
|
n
|
If a purchase order is placed through an
Institution that settles through the National Securities
Clearing Corporation (the NSCC), the purchase order
will begin accruing on the NSCC settlement date.
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|
n
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Shares Purchased by Check or Federal Reserve Draft
|
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|
|
n
|
If a purchase order in proper form is received
before the Fund closes, shares will be issued and dividends will
generally begin to accrue two days after receipt of check or
payment.
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32
SHAREHOLDER GUIDE
|
|
|
How Can
I Sell Institutional Shares Of The Fund?
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares.
Generally, the Fund will redeem its Institutional Shares upon
request on any business day at their NAV next determined after
receipt of such request in proper form subject to any applicable
redemption fee.
You may request that redemption proceeds be
sent to you by check or by wire (if the wire instructions are on
record). Redemptions may be requested in writing or by telephone.
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|
Instructions For Redemptions:
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|
By Writing:
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|
n
Write
a letter of instruction that includes:
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|
|
n
Name(s)
and signature(s)
|
|
|
n
Account
number
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|
|
n
The
Fund name and Class of Shares
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|
n
The
dollar amount you want to sell
|
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|
n
How
and where to send the proceeds
|
|
|
n
A
Medallion signature guarantee may be required
(see
details below)
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
06050
Chicago, IL 60606-6306
|
|
By Telephone:
|
|
If you have elected the
telephone redemption privilege on your Account Application:
|
|
|
n
1-800-621-2550
(8:00 a.m.
to 4:00 p.m. New York time)
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|
|
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|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person (a Medallion signature guarantee
may be required). The written request may be confirmed by
telephone with both the requesting party and the designated bank
account to verify instructions.
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|
|
Certain institutions and intermediaries are
authorized to accept redemption requests on behalf of the Fund
as described under How Do I Purchase Shares Through A
Financial Institution?
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee may be required
if:
|
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|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record.
|
33
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|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
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|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm that such
instructions are genuine. If reasonable procedures are not
employed, the Trust may be liable for any loss due to
unauthorized or fraudulent transactions. The following general
policies are currently in effect:
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|
|
|
|
n
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All telephone requests are recorded.
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|
n
|
Any redemption request that requires money to go
to an account or address other than that designated in the
current records of the Transfer Agent must be in writing and
signed by an authorized person designated in the current records
of the Transfer Agent with a Medallion signature guarantee. The
written request may be confirmed by telephone with both the
requesting party and the designated bank account to verify
instructions.
|
|
n
|
For the 30-day period following a change of
address, telephone redemptions will generally be filled by a
wire transfer to the bank account designated in the current
records of the Transfer Agent (see immediately preceding bullet
point). For direct accounts, to receive the redemption by check
during this time period, the redemption request must be in the
form of a written letter (a Medallion signature guarantee may be
required).
|
|
n
|
The telephone redemption option may be modified
or terminated at any time.
|
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|
Note: It may be difficult to make telephone
redemptions in times of drastic economic or market
conditions.
|
|
|
How Are
Redemption Proceeds Paid?
|
|
By Wire:
You
may arrange for your redemption proceeds to be wired as federal
funds to the domestic bank account designated in the current
records of the Transfer Agent. The following general policies
govern wiring redemption proceeds:
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|
|
|
n
|
Redemption proceeds will normally be wired on the
next business day in federal funds (for a total of one business
day delay), but may be paid up to three business days following
receipt of a properly executed wire transfer redemption request.
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34
SHAREHOLDER GUIDE
|
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|
|
n
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Although redemption proceeds will normally be
wired as described above, under certain circumstances,
redemption requests or payments may be postponed or suspended as
permitted pursuant to Section 22(e) of the Investment
Company Act. Generally, under that section, redemption requests
or payments may be postponed or suspended if (i) the New
York Stock Exchange is closed for trading or trading is
restricted; (ii) an emergency exists which makes the
disposal of securities owned by the Fund or the fair
determination of the value of the Funds net assets not
reasonably practicable; or (iii) the SEC by order permits
the suspension of the right of redemption.
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n
|
If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
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|
n
|
If the Federal Reserve Bank is closed on the day
that the redemption proceeds would ordinarily be wired, wiring
the redemption proceeds may be delayed one additional business
day.
|
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|
n
|
To change the bank designated in the current
records of the Transfer Agent, you must send written
instructions to the Transfer Agent.
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|
n
|
Neither the Trust, Goldman Sachs nor any other
institution assumes any responsibility for the performance of
your bank or any intermediaries in the transfer process. If a
problem with such performance arises, you should deal directly
with your bank or any such intermediaries.
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|
|
|
By Check:
You
may elect in writing to receive your redemption proceeds by
check. Redemption proceeds paid by check will normally be mailed
to the address of record within three business days of receipt
of a properly executed redemption request. If you are selling
shares you recently paid for by check, the Fund will pay you
when your check has cleared, which may take up to 15 days.
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|
What
Else Do I Need To Know About Redemptions?
|
|
The following generally applies to redemption
requests:
|
|
|
|
|
n
|
Additional documentation may be required when
deemed appropriate by the Transfer Agent. A redemption request
will not be in proper form until such additional documentation
has been received.
|
|
n
|
Institutions (including banks, trust companies,
brokers and investment advisers) are responsible for the timely
transmittal of redemption requests by their customers to the
Transfer Agent. In order to facilitate the timely transmittal of
redemption requests, these institutions may set times by which
they must receive redemption requests. These institutions may
also require additional documentation from you.
|
35
|
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Redeem your shares in the event an
Institutions relationship with Goldman Sachs is
terminated, and you do not transfer your Account to another
Institution with a relationship with Goldman Sachs. The Trust
will not be responsible for any loss in an investors
account or tax liability resulting from that redemption.
|
|
n
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Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
|
|
n
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
|
|
n
|
Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to the Fund as
undeliverable or remain uncashed for six months. Your
participation in a systematic withdrawal program may be
terminated if your checks remain uncashed. This provision may
not apply to certain retirement or qualified accounts or to a
closed account. No interest will accrue on amounts represented
by uncashed distribution or redemption checks.
|
|
|
|
Can I
Exchange My Investment From One Fund To Another?
|
|
You may exchange Institutional Shares of a Fund
at NAV for certain shares of another Goldman Sachs Fund. The
exchange privilege may be materially modified or withdrawn at
any time upon 60 days written notice to you.
|
|
|
|
Instructions For Exchanging Shares:
|
|
|
|
|
By Writing:
|
|
n
Write
a letter of instruction that includes:
|
|
|
n
Name(s)
and signature(s)
|
|
|
n
Account
number
|
|
|
n
The
Fund names and Class of Shares
|
|
|
n
The
dollar amount to be exchanged
|
|
|
n
Mail
the request to:
Goldman Sachs
Funds
P.O. Box
06050
Chicago, IL 60606-6306
|
|
By Telephone:
|
|
If you have elected the
telephone exchange privilege on your Account Application:
|
|
|
n
1-800-621-2550
(8:00 a.m.
to 4:00 p.m. New York time)
|
|
|
|
|
You should keep in mind the following factors
when making or considering an exchange:
|
|
|
|
|
n
|
You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
|
36
SHAREHOLDER GUIDE
|
|
|
|
|
n
|
All exchanges which represent an initial
investment in the Fund must satisfy the minimum initial
investment requirement of that Fund. This requirement may be
waived at the discretion of the Trust.
|
|
|
n
|
Normally, a telephone exchanges will be made only
to an identically registered account.
|
|
n
|
Exchanges are available only in states where
exchanges may be legally made.
|
|
n
|
It may be difficult to make telephone exchanges
in times of drastic economic or market conditions.
|
|
n
|
Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
|
|
n
|
Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
|
|
n
|
Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
|
|
|
|
For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
|
|
|
What
Types Of Reports Will I Be Sent Regarding Investments in
Institutional Shares?
|
|
You will be provided with a printed confirmation
of each transaction in your account and a monthly statement. If
your account is held in a street name you may
receive your statements and confirmations on a different
schedule.
|
|
|
You will also receive an annual shareholder
report containing audited financial statements and a semi-annual
shareholder report. If you have consented to the delivery of a
single copy of shareholder reports, prospectuses and other
information to all shareholders who share the same mailing
address with your account, you may revoke your consent at any
time by contacting Goldman Sachs Funds by phone at
1-800-621-2550 or by mail at Goldman Sachs Funds,
P.O. Box 06050, Chicago, IL 60606-6306. The Fund
will begin sending individual copies to you within 30 days
after receipt of your revocation.
|
|
|
In addition, institutions and financial
intermediaries will be responsible for providing any
communications from the Fund to its shareholders, including but
not limited to prospectuses, prospectus supplements, proxy
materials and notices
|
37
|
|
|
regarding the sources of dividend payments
pursuant to Section 19 of the Investment Company Act.
|
RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
|
|
|
|
Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the Fund. Excessive,
short-term (market timing) trading practices may disrupt
portfolio management strategies, increase brokerage and
administrative costs, harm fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to the Fund. In
making this judgment, trades executed in multiple accounts under
common ownership or control may be considered together to the
extent they can be identified. No waivers of the provisions of
the policy established to detect and deter market timing and
other excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interests
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
|
|
|
Pursuant to the policy adopted by the Board of
Trustees of the Trust, Goldman Sachs has developed criteria that
it uses to identify trading activity that may be excessive.
Goldman Sachs reviews on a regular, periodic basis available
information relating to the trading activity in the Fund in
order to assess the likelihood that the Fund may be the target
of excessive trading. As part of its excessive trading
surveillance process, Goldman Sachs, on a periodic basis,
examines transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with
the Fund. Goldman Sachs may modify its surveillance procedures
and criteria from time to time without prior notice regarding
the detection of excessive
|
38
SHAREHOLDER GUIDE
|
|
|
trading or to address specific circumstances.
Goldman Sachs will apply the criteria in a manner that, in
Goldman Sachs judgment, will be uniform.
|
|
|
Fund shares may be held through omnibus
arrangements maintained by intermediaries such as
broker-dealers, investment advisers, transfer agents,
administrators and insurance companies. In addition Fund shares
may be held in omnibus 401(k) plans, employee benefit plans and
other group accounts. Omnibus accounts include multiple
investors and such accounts typically provide the Fund with a
net purchase or redemption request on any given day where the
purchases and redemptions of Fund shares by the investors are
netted against one another. The identity of individual investors
whose purchase and redemption orders are aggregated are not
known by the Funds. A number of these financial intermediaries
may not have the capability or may not be willing to apply the
Funds market timing policies or any applicable redemption
fee. While Goldman Sachs may monitor share turnover at the
omnibus account level, the Funds ability to monitor and
detect market timing by shareholders or apply any applicable
redemption fee in these omnibus accounts is limited. The netting
effect makes it more difficult to identify, locate and eliminate
market timing activities. In addition, those investors who
engage in market timing and other excessive trading activities
may employ a variety of techniques to avoid detection. There can
be no assurance that the Fund and Goldman Sachs will be able to
identify all those who trade excessively or employ a market
timing strategy, and curtail their trading in every instance.
|
39
|
|
|
Taxation
|
|
|
As with any investment, you should consider how
your investment in the Fund will be taxed. The tax information
below is provided as general information. More tax information
is available in the Additional Statement. You should consult
your tax adviser about the federal, state, local or foreign tax
consequences of your investment in the Fund. Except as otherwise
noted, the tax information assumes you are a U.S. citizen or
resident.
|
|
|
Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Fund distributions and the sale of your Fund
shares.
|
|
|
|
Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Fund are generally subject to
federal income tax, and may also be subject to state or local
taxes. This is true whether you reinvest your distributions in
additional Fund shares or receive them in cash. For federal tax
purposes, Fund distributions attributable to short-term capital
gains and net investment income are generally taxable to you as
ordinary income, while distributions attributable to long-term
capital gains are taxable as long-term capital gains, no matter
how long you have owned your Fund shares.
|
|
|
|
Adjustments for inflation to the principal amount
of an inflation indexed bond may give rise to original issue
discount, which will be includable in the Fundss gross
income and will be taken into account in determining the
Funds distributions. Due to original issue discount, the
Fund may be required to make annual distributions to
shareholders that exceed the cash received from investment which
may cause the Fund to liquidate certain investments when it is
not advantageous to do so.
|
|
|
|
Under current provisions of the Internal Revenue
Code, the maximum long-term capital gain tax rate applicable to
individuals, estates, and trusts is 15%. A sunset provision
provides that the 15% long-term capital gain rate will revert
back to its prior level after 2010. (The 15% maximum tax rate
also applies to certain qualifying dividend income, but Fund
distributions will not qualify for that favorable treatment and
will also not qualify for the corporate dividends received
deduction because the Fund will be earning interest income
rather than dividend income.)
|
40
TAXATION
|
|
|
The Funds transactions in derivatives (such
as futures contracts and swaps) will be subject to special tax
rules, the effect of which may be to accelerate income to a
Fund, defer losses to the Fund, cause adjustments in the holding
periods of the Funds securities and convert short-term
capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of
distributions to you. The Funds use of derivatives may
result in the Fund realizing more short-term capital gains and
ordinary income subject to tax at ordinary income tax rates than
it would if it did not use derivatives.
|
|
|
Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December.
|
|
|
If you buy shares of the Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
|
|
|
You will be mailed annual tax information with
respect to your investment in the Fund in January of the
following year.
|
|
|
|
Your sale of Fund shares is a taxable transaction
for federal income tax purposes, and may also be subject to
state and local taxes. For tax purposes, the exchange of your
Fund shares for shares of a different Goldman Sachs Fund is the
same as a sale. When you sell your shares, you will generally
recognize a capital gain or loss in an amount equal to the
difference between your adjusted tax basis in the shares and the
amount received. Generally, this capital gain or loss is
long-term or short-term depending on whether your holding period
exceeds one year, except that any loss realized on shares held
for six months or less will be treated as a long-term capital
loss to the extent of any capital gain dividends that were
received on the shares. Additionally, any loss realized on a
sale, exchange or redemption of shares of a Fund may be
disallowed under wash sale rules to the extent the
shares disposed of are replaced with other shares of that same
Fund within a period of 61 days beginning 30 days
before and ending 30 days after the date of disposition
(such as pursuant to a dividend reinvestment in shares of the
Fund.) If disallowed, the loss will be reflected in an
adjustment to the basis of the shares acquired.
|
41
|
|
|
When you open your account, you should provide
your Social Security Number or tax identification number on your
Account Application. By law, the Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
|
|
|
Non-U.S. investors may be subject to
U.S. withholding and estate tax. But, withholding is
generally not required on properly designated distributions to
non U.S. investors of long-term capital gains and, for
distributions before November 1, 2008, short-term capital
gains and qualified interest income. Although this designation
may be made for any short-term capital gain distributions, the
Fund does not anticipate making any qualified interest income
designation. Therefore, all distributions of interest income
will be subject to withholding when paid to
non-U.S. investors.
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42
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Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques
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A. General
Portfolio Risks
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The Fund will be subject to the risks associated
with fixed-income securities. These risks include interest rate
risk, credit risk and call/extension risk. In general, interest
rate risk involves the risk that when interest rates decline,
the market value of fixed-income securities tends to increase
(although many mortgage-related securities will have less
potential than other debt securities for capital appreciation
during periods of declining rates). Conversely, when interest
rates increase, the market value of fixed-income securities
tends to decline. Credit risk involves the risk that the issuer
or guarantor could default on its obligations, and the Fund will
not recover its investment. Call risk and extension risk are
normally present in adjustable rate mortgage loans
(ARMs), mortgage-backed securities and asset-backed
securities. For example, homeowners have the option to prepay
their mortgages. Therefore, the duration of a security backed by
home mortgages can either shorten (call risk) or lengthen
(extension risk). In general, if interest rates on new mortgage
loans fall sufficiently below the interest rates on existing
outstanding mortgage loans, the rate of prepayment would be
expected to increase. Conversely, if mortgage loan interest
rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
decrease. In either case, a change in the prepayment rate can
result in losses to investors. The same would be true of
asset-backed securities, such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for the Fund. A high rate of portfolio turnover (100%
or more) involves correspondingly greater expenses which must be
borne by the Fund and its shareholders and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of the
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Fund, including their
associated risks. Additional information is provided in the
Additional Statement, which is available upon request. Among
other things, the Additional Statement describes certain
fundamental investment restrictions that cannot be changed
without shareholder approval. You should note, however, that all
investment objectives and
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43
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all investment policies not specifically
designated as fundamental are non-fundamental, and may be
changed without shareholder approval. If there is a change in
the Funds investment objective, you should consider
whether that Fund remains an appropriate investment in light of
your then current financial position and needs.
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Credit/Default Risks.
Debt securities purchased by the
Fund may include securities (including zero coupon bonds) issued
by the U.S. government (and its agencies, instrumentalities and
sponsored enterprises), foreign governments, domestic and
foreign corporations, banks and other issuers. Some of these
fixed-income securities are described in the next section below.
Further information is provided in the Additional Statement.
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Risks of Derivative Investments.
The Funds transactions in
options, futures, options on futures, swaps, interest rate caps,
floors and collars, structured securities and inverse
floating-rate securities involve additional risk of loss. The
Fund may enter into a derivative investment for hedging
purposes, for example, in an effort to preserve a return or
spread, protect against adverse price movements, manage
portfolio duration or manage the Funds credit exposure.
Even so, loss can result from a lack of correlation between
changes in the value of derivative instruments and the portfolio
assets (if any) being hedged, the potential illiquidity of the
markets for derivative instruments, the failure of the
counterparty to perform its contractual obligations, or the
risks arising from margin requirements and related leverage
factors associated with such transactions. The use of these
management techniques also involves the risk of loss if the
Investment Adviser is incorrect in its expectation of
fluctuations in securities prices, interest rates or credit
events.
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In addition, the Fund may invest in derivative
instruments for non-hedging purposes (that is, to seek to
increase total return) in connection with the management of the
Fund, including the management of the Funds interest rate,
duration and credit exposures. Investing for non-hedging
purposes is considered a speculative practice and presents even
greater risk of loss. Particular derivative securities may be
leveraged such that their exposure (
i.e.
, price
sensitivity) to interest rate and/or prepayment risk is
magnified.
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Some floating-rate derivative debt securities can
present more complex types of derivative and interest rate
risks. For example, range floaters are subject to the risk that
the coupon will be reduced below market rates if a designated
interest rate floats outside of a specified interest rate band
or collar. Dual index or yield curve
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44
APPENDIX A
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floaters are subject to lower prices in the event
of an unfavorable change in the spread between two designated
interest rates.
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Risks of Illiquid Securities.
The Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain municipal leases and participation
interests
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n
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Certain stripped mortgage-backed securities
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n
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
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Certain structured securities and swap
transactions
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n
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial
paper or is otherwise eligible for resale pursuant to
Rule 144A under the Securities Act of 1933 (144A
Securities).
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Investing in 144A Securities may decrease the
liquidity of the Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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Risks of Foreign Investments.
In general, the Fund may make
foreign investments. Foreign investments involve special risks
that are not typically associated with U.S. dollar
denominated or quoted securities of U.S. issuers. Foreign
investments may be affected by changes in currency rates,
changes in foreign or U.S. laws or restrictions applicable
to such investments and changes in exchange control regulations
(
e.g.
, currency blockage). A decline in the exchange rate
of the currency (
i.e.
, weakening of the currency against
the U.S. dollar) in which a portfolio security is quoted or
denominated relative to the U.S. dollar would reduce the
value of the portfolio security. In addition, if the currency in
which the Fund receives dividends, interest or other payments
declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Fund may have to sell portfolio
securities to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign
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45
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countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may
be less publicly available information about a foreign issuer
than a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of the Funds assets in one or
a few countries and currencies will subject the Fund to greater
risks than if the Funds assets were not geographically
concentrated.
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Risks of Sovereign Debt.
Investment in sovereign debt
obligations by the Fund involves risks not present in debt
obligations of corporate issuers. The issuer of the debt or the
governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or interest when
due in accordance with the terms of such debt, and the Fund may
have limited recourse to compel payment in the event of a
default. Periods of economic uncertainty may result in the
volatility of market prices of sovereign debt, and in turn the
Funds NAV, to a greater extent than the volatility
inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraint to which a sovereign
debtor may be subject.
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Risks of Emerging Countries.
The Fund may invest in securities
of issuers located in emerging countries. The risk of foreign
investment are heightened when the issuer is located in an
emerging country. Emerging countries are generally located
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46
APPENDIX A
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in the Asia and Pacific regions, the Middle East,
Eastern Europe, Latin, Central and South America and Africa. The
Funds purchase and sale of portfolio securities in certain
emerging countries may be constrained by limitations relating to
daily changes in the prices of listed securities, periodic
trading or settlement volume and/or limitations on aggregate
holdings of foreign investors. Such limitations may be computed
based on the aggregate trading volume by or holdings of the
Fund, the Investment Adviser, its affiliates and their
respective clients and other service providers. The Fund may not
be able to sell securities in circumstances where price, trading
or settlement volume limitations have been reached.
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Foreign investment in the securities markets of
certain emerging countries is restricted or controlled to
varying degrees which may limit investment in such countries or
increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval
prior to investments by foreign persons or limit investment by
foreign persons to only a specified percentage of an
issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by
nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries
deemed important to national interests. Such restrictions may
affect the market price, liquidity and rights of securities that
may be purchased by the Fund. The repatriation of both
investment income and capital from certain emerging countries is
subject to restrictions such as the need for governmental
consents. In situations where a country restricts direct
investment in securities (which may occur in certain Asian and
other countries), the Fund may invest in such countries through
other investment funds in such countries.
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Many emerging countries have recently experienced
currency devaluations and substantial (and, in some cases,
extremely high) rates of inflation. Other emerging countries
have experienced economic recessions. These circumstances have
had a negative effect on the economies and securities markets of
those emerging countries. Economies in emerging countries
generally are dependent heavily upon commodity prices and
international trade and, accordingly, have been and may continue
to be affected adversely by the economies of their trading
partners, trade barriers, exchange controls, managed adjustments
in relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while
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47
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governments in other emerging countries have
periodically used force to suppress civil dissent. Disparities
of wealth, the pace and success of democratization, and ethnic,
religious and racial disaffection, among other factors, have
also led to social unrest, violence and/or labor unrest in some
emerging countries. Unanticipated political or social
developments may result in sudden and significant investment
losses. Investing in emerging countries involves greater risk of
loss due to expropriation, nationalization, confiscation of
assets and property or the imposition of restrictions on foreign
investments and on repatriation of capital invested. As an
example, in the past some Eastern European governments have
expropriated substantial amounts of private property, and many
claims of the property owners have never been fully settled.
There is no assurance that similar expropriations will not recur
in Eastern European or other countries.
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The Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return from an investment in such
countries to the Fund.
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Settlement procedures in emerging countries are
frequently less developed and reliable than those in the United
States and may involve the Funds delivery of securities
before receipt of payment for their sale. In addition,
significant delays may occur in certain markets in registering
the transfer of securities. Settlement or registration problems
may make it more difficult for the Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
Funds inability to complete its contractual obligations
because of theft or other reasons.
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The creditworthiness of the local securities
firms used by the Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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The small size and inexperience of the securities
markets in certain emerging countries and the limited volume of
trading in securities in those countries may make the
Funds investments in such countries less liquid and more
volatile than investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). The Funds investments in
emerging countries are subject to the risk that the liquidity of
a particular investment, or investments generally, in such
countries will shrink or disappear suddenly and without warning
as a result of adverse economic, market or political conditions
or adverse investor perceptions, whether or not accurate.
Because of the lack of sufficient market liquidity, the Fund may
incur losses because it will be required to effect sales at a
disadvantageous time and then only
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48
APPENDIX A
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at a substantial drop in price. Investments in
emerging countries may be more difficult to price precisely
because of the characteristics discussed above and lower trading
volumes.
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The Funds use of foreign currency
management techniques in emerging countries may be limited. Due
to the limited market for these instruments in emerging
countries, all or a significant portion of the Funds
currency exposure in emerging countries may not be covered by
such instruments.
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Temporary Investment Risks
The Fund may, for temporary
defensive purposes, invest a certain percentage of its total
assets in:
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n
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U.S. Government Securities
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n
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Repurchase agreements collateralized by U.S.
Government Securities
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When the Funds assets are invested in such
instruments the Fund may not be achieving its investive
objective.
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C. Portfolio
Securities and Techniques
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This section provides further information on
certain types of securities and investment techniques that may
be used by the Fund, including their associated risks.
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The Fund may purchase other types of securities
or instruments similar to those described in this section if
otherwise consistent with the Funds investment objective
and policies. Further information is provided in the Additional
Statement, which is available upon request.
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U.S. Government Securities.
The Fund may invest in U.S.
Government Securities. U.S. Government Securities include U.S.
Treasury obligations and obligations issued or guaranteed by
U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation protected securities whose
principal value is periodically adjusted according to the rate
of inflation. For more information, please see Inflation
Protected Securities.
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Inflation Protected
Securities.
The Fund may invest in
IPS of varying maturities issued by the U.S. Treasury and
other U.S. and non-U.S. Government agencies and
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49
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corporations. IPS are fixed income securities
whose interest and principal payments are adjusted according to
the rate of inflation. The interest rate on IPS is fixed at
issuance, but over the life of the bond this interest may be
paid on an increasing or decreasing principal value that has
been adjusted for inflation. Although repayment of the original
bond principal upon maturity is guaranteed, the market value of
IPS is not guaranteed, and will fluctuate. Any increase or
decrease in the principal amount of IPS will result in an
adjustment of interest income which is distributed to
shareholders.
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The values of IPS generally fluctuate in response
to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of
inflation. If inflation were to rise at a faster rate than
nominal interest rates, real interest rates might decline,
leading to an increase in the value of IPS. In contrast, if
nominal interest rates were to increase at a faster rate than
inflation, real interest rates might rise, leading to a decrease
in the value of IPS. If inflation is lower than expected during
the period the Fund holds IPS, the Fund may earn less on the IPS
than on a conventional bond. If interest rates rise due to
reasons other than inflation (for example, due to changes in the
currency exchange rates), investors in IPS may not be protected
to the extent that the increase is not reflected in the
bonds inflation measure. There can be no assurance that
the inflation index for IPS will accurately measure the real
rate of inflation in the prices of goods and services.
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The U.S. Treasury utilizes the CPIU as the
measurement of inflation, while other issuers of IPS may use
different indices as the measure of inflation. Any increase in
principal value of IPS caused by an increase in the CPIU is
taxable in the year the increase occurs, even though the Fund
holding IPS will not receive cash representing the increase at
that time. As a result, the Fund could be required at times to
liquidate other investments, including when it is not
advantageous to do so, in order to satisfy its distribution
requirements as a regulated investment company.
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If the Fund invests in IPS, it will be required
to treat as original issue discount any increase in the
principal amount of the securities that occurs during the course
of its taxable year. If the Fund purchases such inflation
protected securities that are issued in stripped form either as
stripped bonds or coupons, it will be treated as if it had
purchased a newly issued debt instrument having original issue
discount.
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Because the Fund is required to distribute
substantially all of its net investment income (including
accrued original issue discount), the Funds investment in
either zero coupon bonds or IPS may require the Fund to
distribute to shareholders an amount greater than the total cash
income it actually receives. Accordingly, in order to make the
required distributions, the Fund may be required to borrow or
liquidate securities.
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50
APPENDIX A
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Custodial Receipts and Trust Certificates.
The Fund may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which the Fund may invest. The custodial receipts
or trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes the Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, the Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust. The
Fund may also invest in separately issued interests in custodial
receipts and trust certificates.
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Mortgage-Backed Securities.
The Fund may invest in
mortgage-backed securities. Mortgage-backed securities represent
direct or indirect participations in, or are collateralized by
and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate
mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity.
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The Fund may invest in privately-issued mortgage
pass-through securities that represent interests in pools of
mortgage loans that are issued by trusts formed by originators
of and institutional investors in mortgage loans (or represent
interests in custodial arrangements administered by such
institutions). These originators and institutions include
commercial banks, savings and loans associations, credit unions,
savings banks, mortgage bankers, insurance companies, investment
banks or special purpose subsidiaries of the foregoing. The
pools underlying privately-issued mortgage pass-through
securities consist of mortgage loans secured by mortgages or
deeds of trust creating a first lien on commercial, residential,
residential multi-family and mixed residential/ commercial
properties. These mortgage-backed securities typically do not
have the same credit standing as U.S. government guaranteed
mortgage-backed securities.
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Privately-issued mortgage pass-through securities
generally offer a higher yield than similar securities issued by
a government entity because of the absence of any direct or
indirect government or agency payment guarantees. However,
timely payment of interest and principal on mortgage loans in
these pools may be supported by various forms of insurance or
guarantees, including individual loan,
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51
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pool and hazard insurance, subordination and
letters of credit. The insurance and guarantees are issued by
government entities, private insurers, banks and mortgage
poolers. Mortgage-backed securities without insurance or
guarantees may also be purchased by the Fund if they have the
required rating from an NRSRO. Some mortgage-backed securities
issued by private organizations may not be readily marketable.
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Mortgage-backed securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs) and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments. CMOs
provide an investor with a specified interest in the cash flow
from a pool of underlying mortgages or of other mortgage-backed
securities. CMOs are issued in multiple classes each with a
specified fixed or floating interest rate and a final scheduled
distribution date. In many cases, payments of principal are
applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on
a CMO class until all other classes having an earlier stated
maturity date are paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of mortgage-backed securities, and under certain interest
rate and payment scenarios, the Fund may fail to recoup fully
its investment in certain of these securities regardless of
their credit quality.
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To the extent the Fund concentrates its
investments in pools of mortgage-backed securities sponsored by
the same sponsor or serviced by the same servicer, it may be
subject to additional risks. Servicers of mortgage-related pools
collect payments on the underlying mortgage assets for
pass-through to the pool on a periodic basis. Upon insolvency of
the servicer, the pool may be at risk with respect to
collections received by the servicer but not yet delivered to
the pool.
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Mortgage-backed securities also include stripped
mortgage-backed securities (SMBS), which are
derivative multiple class mortgage-backed securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
|
52
APPENDIX A
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|
mortgage-backed securities because their cash
flow patterns are more volatile and there is a greater risk that
the initial investment will not be fully recouped.
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|
Asset-Backed Securities.
The Fund may invest in
asset-backed securities. Asset-backed securities are securities
whose principal and interest payments are collateralized by
pools of assets such as auto loans, credit card receivables,
leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be
expected to accelerate. Accordingly, the Funds ability to
maintain positions in such securities will be affected by
reductions in the principal amount of such securities resulting
from prepayments, and its ability to reinvest the returns of
principal at comparable yields is subject to generally
prevailing interest rates at that time. Asset-backed securities
present credit risks that are not presented by mortgage-backed
securities. This is because asset-backed securities generally do
not have the benefit of a security interest in collateral that
is comparable to mortgage assets. If the issuer of an
asset-backed security defaults on its payment obligations, there
is the possibility that, in some cases, the Fund will be unable
to possess and sell the underlying collateral and that the
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, the Fund may suffer a loss if it cannot sell
collateral quickly and receive the amount it is owed.
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Corporate Debt Obligations
The Fund may invest in corporate
debt obligations. Corporate debt obligations include bonds,
notes, debentures, commercial paper and other obligations of
corporations to pay interest and repay principal.
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Municipal Securities
The Fund may invest in securities
and instruments issued by state and local government issuers.
Municipal Securities in which the Fund may invest consist of
bonds, notes, commercial paper and other instruments (including
participation interests in such securities) issued by or on
behalf of the states, territories and possessions of the United
States (including the District of Columbia) and their political
subdivisions, agencies or instrumentalities.
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Municipal Securities include both
general and revenue bonds and may be
issued to obtain funds for various purposes. General obligations
are secured by the issuers pledge of its full faith,
credit and taxing power. Revenue obligations are payable only
from the revenues derived from a particular facility or class of
facilities.
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|
Municipal Securities are often issued to obtain
funds for various public purposes, including the construction of
a wide range of public facilities such as bridges,
|
53
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|
highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.
Municipal Securities include private activity bonds,
pre-refunded municipal securities and auction rate securities.
|
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|
The obligations of the issuer to pay the
principal of and interest on a Municipal Security are subject to
the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of
principal or interest or imposing other constraints upon the
enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power
or ability of the issuer to pay when due the principal of or
interest on a Municipal Security may be materially affected.
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In addition, Municipal Securities include
municipal leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment or
facilities. Certificates of participation represent interests in
municipal leases or other instruments, such as installment
purchase agreements. Moral obligation bonds are supported by a
moral commitment but not a legal obligation of a state or local
government. Municipal leases, certificates of participation and
moral obligation bonds frequently involve special risks not
normally associated with general obligation or revenue bonds. In
particular, these instruments permit governmental issuers to
acquire property and equipment without meeting constitutional
and statutory requirements for the issuance of debt. If,
however, the governmental issuer does not periodically
appropriate money to enable it to meet its payment obligations
under these instruments, it cannot be legally compelled to do
so. If a default occurs, it is likely that the Fund would be
unable to obtain another acceptable source of payment. Some
municipal leases, certificates of participation and moral
obligation bonds may be illiquid.
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Municipal Securities may also be in the form of a
tender option bond, which is a Municipal Security (generally
held pursuant to a custodial arrangement) having a relatively
long maturity and bearing interest at a fixed rate substantially
higher than prevailing short-term, tax-exempt rates. The bond is
typically issued with the agreement of a third party, such as a
bank, broker-dealer or other financial institution, which grants
the security holders the option, at periodic intervals, to
tender their securities to the institution. After payment of a
fee to the financial institution that provides this option, the
security holder effectively holds a demand obligation that bears
interest at the prevailing short-term, tax-exempt rate. An
institution may not be obligated to accept tendered bonds in the
event of certain defaults or a significant downgrading in the
credit rating assigned to the issuer of the bond. The tender
option will be taken into account in determining the maturity
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54
APPENDIX A
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of the tender option bonds and the Funds
duration. Certain tender option bonds may be illiquid.
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Municipal Securities may be backed by letters of
credit or other forms of credit enhancement issued by domestic
or foreign banks or by other financial institutions. The credit
quality of these banks and financial institutions could,
therefore, cause a loss to the Fund that invests in Municipal
Securities. Letters of credit and other obligations of foreign
banks and financial institutions may involve risks in addition
to those domestic obligations because of less publicly available
financial and other information, less securities regulation,
potential imposition of foreign withholding and other taxes,
war, expropriation or other adverse governmental actions.
Foreign banks and their foreign branches are not regulated by
U.S. banking authorities, and are generally not bound by the
accounting, auditing and financial reporting standards
applicable to U.S. banks.
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Bank Obligations
The Fund may invest in obligations
issued or guaranteed by U.S. or foreign banks. Bank obligations,
including without limitation, time deposits, bankers
acceptances and certificates of deposit, may be general
obligations of the parent bank or may be limited to the issuing
branch by the terms of the specific obligations or by government
regulations. Banks are subject to extensive but different
governmental regulations which may limit both the amount and
types of loans which may be made and interest rates which may be
charged. In addition, the profitability of the banking industry
is largely dependent upon the availability and cost of funds for
the purpose of financing lending operations under prevailing
money market conditions. General economic conditions as well as
exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in the
operation of this industry.
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Foreign Currency Transactions
The Fund may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract.
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The Fund may engage in foreign currency
transactions for hedging purposes and to seek to protect against
anticipated changes in future foreign currency exchange rates.
In addition, the Fund may enter into foreign currency
transactions to seek a closer correlation between the
Funds overall currency exposures and the currency
exposures of the Funds performance benchmark. The Fund may
also enter into such transactions to seek to increase total
return, which is considered a speculative practice.
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The Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgement of the Investment Adviser, it would be
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55
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beneficial to convert such currency into U.S.
dollars at a later date (
e.g.
, the Investment Adviser may
anticipate the foreign currency to appreciate against the U.S.
dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, the Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contacts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive the Fund of unrealized profits,
transaction costs or the benefits of a currency hedge or could
force the Fund to cover its purchase or sale commitments, if
any, at the current market price.
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Floating and Variable Rate Obligations.
The Fund may purchase floating and
variable rate obligations. The value of these obligations is
generally more stable than that of a fixed rate obligation in
response to changes in interest rate levels. The issuers or
financial intermediaries providing demand features may support
their ability to purchase the obligations by obtaining credit
with liquidity supports. These may include lines of credit,
which are conditional commitments to lend, and letters of
credit, which will ordinarily be irrevocable both of which may
be issued by domestic banks or foreign banks. The Fund may
purchase variable or floating rate obligations from the issuers
or may purchase certificates of participation, a type of
floating or variable rate obligation, which are interests in a
pool of debt obligations held by a bank or other financial
institutions.
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Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
The Fund may invest in zero coupon
bonds, deferred interest, pay-in-kind and capital appreciation
bonds. These bonds are issued at a discount from their face
value because interest payments are typically postponed until
maturity. Pay-in-kind securities are securities that have
interest payable by the delivery of additional securities. The
market prices of these securities generally are more volatile
than the market prices of interest-bearing securities and are
likely to respond to a greater degree to changes in interest
rates than interest-bearing securities having similar maturities
and credit quality.
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56
APPENDIX A
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Mortgage Dollar Rolls.
The Fund may enter into mortgage
dollar rolls. A mortgage dollar roll involves the sale by the
Fund of securities for delivery in the current month. The Fund
simultaneously contracts with the same counterparty to
repurchase substantially similar (same type, coupon and
maturity) but not identical securities on a specified future
date. During the roll period, the Fund loses the right to
receive principal and interest paid on the securities sold.
However, the Fund benefits to the extent of any difference
between (a) the price received for the securities sold and
(b) the lower forward price for the future purchase and/or
fee income plus the interest earned on the cash proceeds of the
securities sold. Unless the benefits of a mortgage dollar roll
exceed the income, capital appreciation and gain or loss due to
mortgage prepayments that would have been realized on the
securities sold as part of the roll, the use of this technique
will diminish the Funds performance.
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Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, the Fund may experience
a loss. The Fund does not currently intend to enter into
mortgage dollar rolls for financing and does not treat them as
borrowings.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period. A call option
gives the purchaser of the option the right to buy, and the
writer (seller) of the option the option to sell, the underlying
instrument during the option period. The Fund may write (sell)
covered call and put options and purchase put and call options
on any securities in which the fund may invest or on any
securities index consisting of securities of which it may
invest. The Fund may also, to the extent consistent with its
investment policies, purchase and sell (write) put and call
options on foreign currencies.
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The writing and purchase of options in a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of the Investment Adviser
to manage future price fluctuations and the degree of
correlation between the options and securities (or currency)
markets. If the Investment Adviser is incorrect in its
expectation of changes in market prices or determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in the Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase the
Funds transaction costs. Options written or purchased
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57
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by the Fund may be traded on either U.S. or
foreign exchanges or over-the-counter. Foreign and
over-the-counter options will present greater possibility of
loss because of their greater illiquidity and credit risks.
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Yield Curve Options.
The Fund may enter into options on
the yield spread or differential between two
securities. Such transactions are referred to as yield
curve options. In contrast to other types of options, a
yield curve option is based on the difference between the yields
of designated securities, rather than the prices of the
individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in
the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
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The trading of yield curve options in subject to
all of the risks associated with the trading of other types of
options. In addition, such options present a risk of loss even
if the yield of one of the underlying securities remains
constant, or if the spread moves in a direction or to an extent
which was not anticipated.
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Futures Contracts and Options on Futures
Contracts.
Futures contracts are
standardized, exchange-traded contracts that provide for the
sale or purchase of a specified financial instrument or currency
at a future time at a specified price. An option on a futures
contract gives the purchaser the right (and the writer of the
option the obligation) to assume a position in a futures
contract at a specified exercise price within a specified period
of time. A futures contract may be based on particular
securities, foreign currencies, securities indices and other
financial instruments and indices. The Fund may engage in
futures transactions on U.S. and foreign exchanges.
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The Fund may purchase and sell futures contracts,
and purchase and write call and put options on futures
contracts, in order to seek to increase total return or to hedge
against changes in interest rates, securities prices or, to the
extent the Fund invests in foreign securities, currency exchange
rates, or to otherwise manage its term structure, sector
selection and duration in accordance with its investment
objective and policies. The Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of the Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act and, therefore,
is not subject to registration or regulation as a pool operator
under that Act with respect to the Fund.
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Futures contracts and related options present the
following risks:
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While the Fund may benefit from the use of
futures and options on futures, unanticipated changes in
interest rates, securities prices or currency exchange
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58
APPENDIX A
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rates may result in poorer overall performance
than if the Fund had not entered into any futures contracts or
options transactions.
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and the Fund may be exposed to additional risk
of loss.
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The loss incurred by the Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of the Funds NAV.
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As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to the
Fund.
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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As an investment company registered with the SEC,
the Fund must set aside (often referred to as
asset segregation) liquid assets, or engage in other
SEC- or staff-approved measures to cover open
positions with respect to its transactions in futures contracts.
In the case of futures contracts that do not cash settle, for
example, the Fund must set aside liquid assets equal to the full
notional value of the futures contracts while the positions are
open. With respect to futures contracts that do cash settle,
however, the Fund is permitted to set aside liquid assets in an
amount equal to the Funds daily marked-to-market net
obligations (
i.e.
, the Funds daily net liability)
under the futures contracts, if any, rather than their full
notional value. The Fund reserves the right to modify its asset
segregation policies in the future to comply with any changes in
the positions from time to time articulated by the SEC or its
staff regarding asset segregation. By setting aside assets equal
to only its net obligations under cash-settled futures
contracts, the Fund will have the ability to employ leverage to
a greater extent than if the Fund were required to segregate
assets equal to the full notional amount of the futures
contracts.
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When-Issued Securities and Forward
Commitments.
The Fund may purchase
when-issued securities and make contracts to purchase or sell
securities for a fixed price at a future date beyond customary
settlement time. When-issued securities are securities that have
been authorized, but not yet issued. When-issued securities are
purchased in order to secure what is considered to be an
advantageous price or yield to the Fund at the time of entering
into the transaction. A forward commitment involves entering
into a contract to purchase or sell securities for a fixed price
at a future date beyond the customary settlement period.
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59
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although the Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, the Fund may dispose of when-issued
securities or forward commitments prior to settlement if the
Investment Adviser deems it appropriate.
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Lending of Portfolio Securities.
The Fund may engage in securities
lending. Securities lending involves the lending of securities
owned by the Fund to financial institutions such as certain
broker-dealers, including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loans
continuously with cash, cash equivalents, U.S. Government
Securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by the Fund in short-term investments, including
registered and unregistered investment pools managed by the
Investment Adviser, its affiliates or the Funds custodian
and from which the Investment Adviser or its affiliates may
receive fees. To the extent that cash collateral is so invested,
such collateral will be subject to market depreciation or
appreciation, and the Fund will be responsible for any loss that
might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of the Fund
(including the loan collateral). Loan collateral (including any
investment of that collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in particular types of fixed-income and other
securities.
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The Fund may lend its securities to increase its
income. The Fund may, however, experience delay in the recovery
of its securities or incur a loss if the institution with which
it has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Repurchase Agreements.
Repurchase agreements involve the
purchase of securities subject to the sellers agreement to
repurchase them at a mutually agreed upon date and price. The
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation. The Fund may also enter into repurchase agreements
involving certain foreign government securities.
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If the other party or seller
defaults, the Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with
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60
APPENDIX A
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delay and enforcement of the repurchase
agreement. In addition, in the event of bankruptcy of the
seller, the Fund could suffer additional losses if a court
determines that the Funds interest in the collateral is
not enforceable.
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The Fund, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by the Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit swaps give one party to a
transaction (the buyer of the credit swap) the right to dispose
of or acquire an asset (or group of assets), or the right to
receive a payment from the other party, upon the occurrence of
specified credit events. Currently swaps involve the exchange of
the parties respective rights to make or receive payments
in specified currencies. Total return swaps give the Fund the
right to receive the appreciation in the value of a specified
security, index or other instrument in return for a fee paid to
the counterparty, which will typically be an agreed upon
interest rate. If the underlying asset in a total return swap
declines in value over the term of the swap, the Fund may also
be required to pay the dollar value of that decline to the
counterparty. The Fund may also purchase and write (sell)
options contracts on swaps, commonly referred to as swaptions. A
swaption is an option to enter into a swap agreement. Like other
types of options, the buyer of a swaption pays a non-refundable
premium for the option and obtains the right, but not the
obligation, to enter into an underlying swap on agreed-upon
terms. The seller of a swaption, in exchange for the premium,
becomes obligated (if the option is exercised) to enter into an
underlying swap on agreed-upon terms. The purchase of an
interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to
receive payment of interest on a notional principal amount from
the party selling such interest rate cap. The purchase of an
interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from
the party selling the interest rate floor. An interest rate
collar is the combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates.
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The Fund may enter into swap transactions for
hedging purposes or to seek to increase total return. As an
example, when the Fund is the buyer of a credit default swap
(commonly known as buying protection), it may make periodic
payments to the seller of the credit default swap to obtain
protection against a credit default on a specified underlying
asset (or group of assets). If a default occurs, the seller of a
credit default swap may be required to pay the Fund the
notional value of the credit default swap on a
specified security (or group of securities). On the other hand,
when the Fund is a seller of a credit default swap (commonly
known as selling protection), in addition to the credit exposure
the Fund has on the other assets held in its portfolio, the Fund
is also subject to the credit exposure on the notional amount of
the swap since, in the event of a credit default, the Fund may
be required to pay the notional value of the credit
default swap on a specified security (or group of securities) to
the buyer of the credit default swap. The Fund will be the
seller of a credit default swap only when the credit of the
underlying asset is deemed by the Investment Adviser to meet the
Funds minimum credit criteria at the time the swap is
first entered into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
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Borrowings and Reverse Repurchase
Agreements.
The Fund can borrow
money from banks and other financial institutions, and may enter
into reverse repurchase agreements in amounts not exceeding
one-third of the Funds total assets. The Fund may not make
additional investments if borrowings exceed 5% of its total
assets. Reverse repurchase agreements involve the sale of
securities held by the Fund subject to the Funds agreement
to repurchase them at a mutually agreed upon date and price
(including interest). These transactions may be entered into as
a temporary measure for emergency purposes or to meet redemption
requests. Reverse repurchase agreements may also be entered into
when the Investment Adviser expects that the interest income to
be earned from the investment of the transaction proceeds will
be greater than the related interest expense. Borrowings and
reverse repurchase agreements involve leveraging. If the
securities held by the Fund decline in value while these
transactions are outstanding, the NAV of the Funds
outstanding shares will decline in value by proportionately more
than the decline in value of the securities. In addition,
reverse repurchase agreements involve the risk that the
investment return earned by the Fund (from the investment
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62
APPENDIX A
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of the proceeds) will be less than the interest
expense of the transaction, that the market value of the
securities sold by the Fund will decline below the price the
Fund is obligated to pay to repurchase the securities, and that
the securities may not be returned to the Fund.
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Non-Investment Grade Fixed Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly known as junk bonds) are
considered speculative. In some cases, these obligations may be
highly speculative and have poor prospects for reaching
investment grade standing. Non-investment grade fixed income
securities are subject to the increased risk of an issuers
inability to meet principal and interest obligations. These
securities, also referred to as high yield securities, may be
subject to greater price volatility due to such factors as
specific corporate or municipal developments, interest rate
sensitivity, negative perceptions of the junk bond markets
generally and less secondary market liquidity.
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Non-investment grade fixed income securities are
often issued in connection with a corporate reorganization or
restructuring or as part of a merger, acquisition, takeover or
similar event. They are also issued by less established
companies seeking to expand. Such issuers are often highly
leveraged and generally less able than more established or less
leveraged entities to make scheduled payments of principal and
interest in the event of adverse developments or business
conditions. Non-investment grade securities are also issued by
governmental bodies that may have difficulty in making all
scheduled interest and principal payments.
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The market value of non-investment grade fixed
income securities tends to reflect individual corporate or
municipal developments to a greater extent than that of higher
rated securities which react primarily to fluctuations in the
general level of interest rates. As a result, the Funds
ability to achieve its investment objectives may depend to a
greater extent on the Investment Advisers judgment
concerning the creditworthiness of issuers than funds which
invest in higher-rated securities. Issuers of non-investment
grade fixed income securities may not be able to make use of
more traditional methods of financing and their ability to
service debt obligations may be affected more adversely than
issuers of higher-rated securities by economic downturns,
specific corporate or financial developments or the
issuers inability to meet specific projected business
forecasts. Negative publicity about the junk bond market and
investor perceptions regarding lower rated securities, whether
or not based on fundamental analysis, may depress the prices for
such securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities.
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63
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Investment by the Fund in defaulted securities
poses additional risk of loss should nonpayment of principal and
interest continue in respect of such securities. Even if such
securities are held to maturity, recovery by the Fund of its
initial investment and any anticipated income or appreciation is
uncertain.
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The secondary market for non-investment grade
fixed income securities is concentrated in relatively few market
makers and is dominated by institutional investors, including
mutual funds, insurance companies and other financial
institutions. Accordingly, the secondary market for such
securities is not as liquid as, and is more volatile than, the
secondary market for higher-rated securities. In addition,
market trading volume for high yield fixed-income securities is
generally lower and the secondary market for such securities
could shrink or disappear suddenly and without warning as a
result of adverse market or economic conditions, independent of
any specific adverse changes in the condition of a particular
issuer. The lack of sufficient market liquidity may cause the
Fund to incur losses because it will be required to effect sales
at a disadvantageous time and then only at a substantial drop in
price. These factors may have an adverse effect on the market
price and the Funds ability to dispose of particular
portfolio investments. A less liquid secondary market also may
make it more difficult for the Fund to obtain precise valuations
of the high yield securities in its portfolio.
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Credit ratings issued by credit rating agencies
are designed to evaluate the safety of principal and interest
payments of rated securities. They do not, however, evaluate the
market value risk of non-investment grade securities and,
therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not
make timely changes in a rating to reflect changes in the
economy or in the conditions of the issuer that affect the
market value of the security. Consequently, credit ratings are
used only as a preliminary indicator of investment quality.
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Preferred Stock, Warrants and Rights.
The Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the issuers earnings and assets before common stock
owners but after bond owners. Unlike debt securities, the
obligations of an issuer of preferred stock, including dividend
and other payment obligations, may not typically be accelerated
by the holders of such preferred stock on the occurrence of an
event of default or other non-compliance by the issuer of the
preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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64
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Appendix B
Financial Highlights
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As the Fund has not yet commenced investment
operations as of the date of this Prospectus, there is no
performance information quoted for the Fund.
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65
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1
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General
Investment Management Approach
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5
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Fund
Investment Objective and Strategies
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5
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Goldman Sachs Inflation Protected Securities Fund
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7
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Other
Investment Practices and Securities
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10
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Principal
Risks of the Fund
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15
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Fund
Performance
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16
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Fund
Fees and Expenses
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19
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Service
Providers
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24
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Dividends
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26
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Shareholder
Guide
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26
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How to Buy Shares
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33
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How to Sell Shares
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40
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Taxation
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43
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Appendix
A
Additional Information on
Portfolio Risks,
Securities
and Techniques
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66
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Appendix
B
Financial Highlights
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Inflation Protected Securities
Fund
Prospectus
(Institutional
Shares)
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Annual/Semi-annual
Report
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As of the date of this Prospectus, the Fund has
not commenced operations. The annual report for the fiscal
period ended March 31, 2008 will become available to
shareholders in May 2008.
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Statement
of Additional Information
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Additional information about the Fund and its
policies is also available in the Funds Additional
Statement. The Additional Statement is incorporated by reference
into this Prospectus (is legally considered part of this
Prospectus).
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The Funds annual and semi-annual reports,
and the Additional Statement, are available free upon request by
calling Goldman Sachs at 1-800-526-7384. You can also access and
download the annual and semi-annual reports and the Additional
Statement at the Funds website:
http://www.goldmansachsfunds.com.
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To obtain other information and for shareholder
inquiries:
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n
By
telephone:
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1-800-526-7384
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n
By
mail:
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Goldman Sachs Funds
P.O. Box 06050
Chicago, Illinois 60606-6306
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n
On
the Internet:
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SEC EDGAR database http://www.sec.gov
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You may review and obtain copies of Fund
documents (including the Additional Statement) by visiting the
SECs public reference room in Washington, D.C. You may
also obtain copies of Fund documents, after paying a duplicating
fee, by writing to the SECs Public Reference Section,
Washington, D.C. 20549-0102 or by electronic request to:
publicinfo@sec.gov. Information on the operation of the public
reference room may be obtained by calling the SEC at
(202) 942-8090.
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The Funds investment company registration
number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
539187
FISMPROABC
PRELIMINARY
STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 14, 2007
SUBJECT TO COMPLETION
The
information in this statement of additional information is not
complete and may be changed. We may not sell these securities until
the registration statement filed with the Securities and Exchange
Commission is effective. This statement of additional information is
not an offer to sell these securities and is not soliciting an offer
to buy these securities in any state where the offer or sale is not
permitted.
Class A Shares
Institutional Shares
Service Shares
GOLDMAN SACHS RETIREMENT STRATEGY 2010 PORTFOLIO
GOLDMAN SACHS RETIREMENT STRATEGY 2015 PORTFOLIO
GOLDMAN SACHS RETIREMENT STRATEGY 2020 PORTFOLIO
GOLDMAN SACHS RETIREMENT STRATEGY 2030 PORTFOLIO
GOLDMAN SACHS RETIREMENT STRATEGY 2040 PORTFOLIO
GOLDMAN SACHS RETIREMENT STRATEGY 2050 PORTFOLIO
71 South Wacker Drive
Chicago, Illinois 60606
This Statement of Additional Information (the Additional Statement) is not a prospectus.
This Additional Statement should be read in conjunction with the Prospectuses for the Class A
Shares, Institutional Shares and Service Shares of Goldman Sachs Retirement Strategy 2010 Portfolio,
Goldman Sachs Retirement Strategy 2015 Portfolio, Goldman Sachs Retirement Strategy 2020 Portfolio, Goldman
Sachs Retirement Strategy 2030 Portfolio, Goldman Sachs Retirement Strategy 2040 Portfolio and Goldman Sachs
Retirement Strategy 2050 Portfolio (collectively, the Portfolios and each individually, a Portfolio)
dated September 5, 2007, as they may be amended and/or supplemented from time to time (the
Prospectuses). The Prospectuses may be obtained without charge from Goldman, Sachs & Co. by calling the
telephone number, or writing to one of the addresses, listed below or from institutions (Service
Organizations) acting on behalf of their customers.
The Portfolios annual report (when available) may be obtained upon request and without charge
by calling Goldman, Sachs & Co. toll-free at 800-621-2550.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
TABLE OF
CONTENTS
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Page
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INTRODUCTION
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B-1
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INVESTMENT OBJECTIVES AND POLICIES
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B-1
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DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES
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B-16
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INVESTMENT RESTRICTIONS
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B-75
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TRUSTEES AND OFFICERS
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B-77
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MANAGEMENT SERVICES
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B-85
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POTENTIAL CONFLICTS OF INTEREST
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B-95
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PORTFOLIO TRANSACTIONS AND BROKERAGE
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B-110
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NET ASSET VALUE
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B-113
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SHARES OF THE TRUST
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B-115
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TAXATION
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B-119
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FINANCIAL STATEMENTS
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B-128
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PROXY VOTING
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B-128
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PAYMENTS TO INTERMEDIARIES
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B-129
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OTHER INFORMATION
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B-131
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OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
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B-134
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DISTRIBUTION AND SERVICE PLAN
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B-137
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SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN
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B-140
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APPENDIX A DESCRIPTION OF SECURITIES RATINGS
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1-A
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APPENDIX B 2007 ISS PROXY VOTING GUIDELINES SUMMARY
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1-B
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APPENDIX C BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
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1-C
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APPENDIX D STATEMENT OF INTENTION
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1-D
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The
date of this Additional Statement is September , 2007.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
32 Old Slip
New York, New York 10005
GOLDMAN, SACHS & CO.
Distributor
85 Broad Street
New York, New York 10004
GOLDMAN, SACHS & CO.
Transfer Agent
71 South Wacker Drive
Chicago, Illinois 60606
Toll-free
(in U.S.)_____800-621-2550
INTRODUCTION
Goldman Sachs Trust (the Trust) is an open-end management investment company. The Trust is
organized as a Delaware statutory trust and was established by a Declaration of Trust dated January
28, 1997. The Trust is a successor to a Massachusetts business trust that was combined with the
Trust on April 30, 1997. The following series of the Trust are described in this Additional
Statement: Goldman Sachs Retirement Strategy 2010 Portfolio (Retirement Strategy 2010 Portfolio), Goldman
Sachs Retirement Strategy 2015 Portfolio (Retirement Strategy 2015 Portfolio), Goldman Sachs Retirement Strategy
2020 Portfolio (Retirement Strategy 2020 Portfolio), Goldman Sachs Retirement Strategy 2030 Portfolio
(Retirement Strategy 2030 Portfolio), Goldman Sachs Retirement Strategy 2040 Portfolio (Retirement Strategy
2040 Portfolio) and Goldman Sachs Retirement Strategy 2050 Portfolio (Retirement Strategy 2050 Portfolio)
(each, a Portfolio and, collectively, the Portfolios). The Trustees of the Trust have authority
under the Declaration of Trust to create and classify shares into separate series and to classify
and reclassify any series or portfolio of shares into one or more classes without further action by
shareholders. The Trustees have created the Portfolios and other
series pursuant to the Declaration of Trust.
Additional series and classes may be added in the future from time to time. Each Portfolio
currently offers three classes of shares: Class A Shares, Institutional Shares and Service Shares.
See Shares of the Trust.
Each Portfolio is a separately managed, diversified open-end management investment company
under the Investment Company Act of 1940, as amended (the Act), with its own investment
objectives and policies. Each Portfolio has been constructed as a fund of funds, which means that
it pursues its investment objective primarily by allocating its investments among other investment
portfolios of the Trust (the Underlying Funds or Funds).
Goldman Sachs Asset Management, L.P. (GSAM) serves as investment adviser to each Portfolio. In this Additional Statement, GSAM is
sometimes referred to as the Investment Adviser. Goldman,
Sachs & Co. (Goldman Sachs), an affiliate of GSAM, serves as each Portfolios
distributor and transfer agent. Each Portfolios custodian is State Street Bank and Trust Company
(State Street).
The following information relates to and supplements the description of each Portfolios
investment policies contained in the Prospectuses. See the Prospectuses for a more complete
description of the Portfolios investment objectives and policies. Investing in the Portfolios
entails certain risks and there is no assurance that a Portfolio will achieve its objective.
Capitalized terms used but not defined herein have the same meaning as in the Prospectuses.
INVESTMENT OBJECTIVES AND POLICIES
Each Portfolio has a distinct investment objective and policies. There can be no assurance
that a Portfolios objective will be achieved. The investment objective and policies of each
Portfolio, and the associated risks of investing in each Portfolio, are discussed in the
Prospectuses, which should be read carefully before an investment is made. All investment
objectives and investment policies not specifically designated as fundamental may be changed
without shareholder approval. However, each Portfolio will provide shareholders with at least 60
days
B-1
written notice before any change in its investment objective. The Portfolios will only invest
in Underlying Funds for which Goldman Sachs or its affiliates serve as advisor or underwriter.
These Underlying Funds currently include the: Structured Large Cap Value Fund, Structured Large Cap
Growth Fund, Structured Small Cap Equity Fund, Real Estate Securities Fund, International Real
Estate Securities Fund and Structured International Equity Fund (the Underlying Equity Funds); and the Short Duration Government Fund, Core
Fixed Income Fund, Global Income Fund, High Yield Fund, Financial
Square Prime Obligations Fund, Inflation
Protected Securities Fund, Commodity Strategy Fund and Emerging Markets Debt Fund
(the Underlying Fixed Income Funds). The value of the Underlying Funds investments, and the net
asset value of the shares of both the Underlying Funds and the Portfolios will fluctuate with
market, economic and, to the extent applicable, foreign exchange conditions, so that an investment
in any of the Portfolios may be worth more or less when redeemed than when purchased. The following
description provides additional information regarding the Underlying Funds and the types of
investments that the Underlying Funds may make, and supplements the information in the Portfolios
Prospectuses.
General Information Regarding The Portfolios
Each Portfolio employs an asset allocation strategy designed for investors planning to retire
(or otherwise begin using the invested funds) in approximately the calendar year designated in the
Portfolios name. Each Portfolio seeks to achieve its investment objective by investing within
specified equity and fixed income ranges among Underlying Funds. Each
Portfolio invests its assets in a combination of up to approximately
15 Underlying Equity and Fixed
Income Funds based on the
Portfolios target date. The target allocation percentages for
each Portfolios investments in the various Underlying Funds change gradually over
time based on the number of years that remain until the
Portfolios target date. Each
Portfolios asset allocation will become more conservative (i.e., the Portfolios allocation to
fixed income investments will increase) as the Portfolio approaches its target date.
Description of Underlying Funds
Structured Large Cap Value Fund
Objective
. This Underlying Fund seeks long-term growth of capital and dividend income.
The Fund seeks this objective through a broadly diversified portfolio of equity investments in
large-cap U.S. issuers that are selling at low to modest valuations relative to general market
measures, such as earnings, book value and other fundamental accounting measures, and that are
expected to have favorable prospects for capital appreciation and/or dividend-paying ability.
Primary Investment Focus
. This Underlying Fund invests, under normal circumstances, at
least 80% of its net assets plus any borrowings for investment purposes (measured at the time of
purchase) (Net Assets) in a diversified portfolio of equity investments in large-cap U.S.
issuers, including foreign issuers that are traded in the United States. However, it is currently
anticipated that, under normal circumstances, the Fund will invest at least 95% of its Net Assets
in such equity investments. These issuers will have public stock market capitalizations (based upon
shares available for trading on an unrestricted basis) similar to
that of the range of the market
capitalization of companies constituting the Russell 1000
®
Value Index at the time of
B-2
investment. If the market capitalization of a company held by the Fund moves outside this
range, the Fund may, but is not required to, sell the securities. The
Underlying Fund is not required to limit its investments to
securities in the Russell
1000
®
Value Index. At December 29, 2006, the
capitalization range of the Russell
1000
®
Value Index was between approximately $1.6 billion and
$432 billion.
The Underlying Funds investments are selected using
a variety of quantitative techniques, derived from fundamental
research, including but not limited to valuation, momentum,
profitability and earnings quality in seeking to maximize the
Funds expected return. The Underlying Fund
maintains risk, style, capitalization and industry characteristics
similar to the Russell
1000
®
Value Index. The benchmark generally consists of companies with above
average capitalizations, low earnings growth expectations and above
average dividend yields. The Underlying Fund
seeks to maximize expected return while maintaining these and other
characteristics similar to the benchmark.
Other
.
The Underlying Funds investments in fixed income securities are limited to
securities that are considered cash equivalents.
Structured Large Cap Growth Fund
Objective
. This Underlying Fund seeks long-term growth of capital. The Fund seeks this
objective through a broadly diversified portfolio of equity investments in large-cap U.S. issuers
that are expected to have better prospects for earnings growth than the growth rate of the general
domestic economy. Dividend income is a secondary consideration.
Primary Investment Focus
. This Underlying Fund invests, under normal circumstances, at
least 80% of its Net Assets in a broadly diversified portfolio of equity investments in large-cap
U.S. issuers, including foreign issuers that are traded in the United States. However, it is
currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its
Net Assets in such equity investments. These issuers will have public stock market capitalizations
(based upon shares available for trading on an unrestricted basis)
similar to that of the Russell 1000
®
Growth Index at the time of investment.
If the market capitalization of a company held by the Fund moves outside this range, the Fund may,
but is not required to, sell the securities. At December 29, 2006, the capitalization range of the
Russell
1000
®
Growth Index was between approximately $1.3 billion and $432 billion.
The Underlying Funds investments are
selected using a variety of quantitative techniques, derived from
fundamental research, including but not limited to valuation,
momentum, profitability and earnings quality in seeking to maximize
the Underlying Funds expected return.
The Underlying Fund maintains risk,
style, capitalization and industry characteristics similar to the
Russell
1000
®
Growth Index. The benchmark generally consists of companies with
above average capitalization and earnings growth expectations and
below average dividend yields. The
Underlying Fund seeks to maximize
expected return while maintaining these and other characteristics
similar to the benchmark.
Other
.
The Underlying Funds investments in fixed income securities are limited to
securities that are considered cash equivalents.
B-3
Structured Small Cap Equity Fund
Objective
. This Underlying Fund seeks long-term growth of capital. The Fund seeks this
objective through a broadly diversified portfolio of equity investments in U.S. issuers.
Primary Investment Focus
. This Underlying Fund invests, under normal circumstances, at
least 80% of its Net Assets in a broadly diversified portfolio of equity investments in small-cap
U.S. issuers, including foreign issuers that are traded in the United States. However, it is
currently anticipated that, under normal circumstances, the Fund will invest at least 95% of its
Net Assets in such equity investments. These issuers will have public stock market capitalizations
(based upon shares available for trading on an unrestricted basis)
similar to that of the range of the market
capitalization of companies constituting the Russell 2000
®
Index at the time of investment. The
Fund is not required to limit its investments to securities in the Russell 2000
®
Index. In
addition, if the market capitalization of a company held by the Fund moves outside this range, the
Fund may, but is not required to, sell the securities. At
December 29, 2006, the capitalization
range of the Russell
2000
®
Index was between approximately $90 million and $2.9 billion.
The Underlying Funds investments are
selected using a variety of quantitative techniques, derived from
fundamental research, including but not limited to valuation,
momentum, profitability and earnings quality in seeking to maximize
the Underlying Funds expected return.
The Underlying Fund maintains risk, style,
capitalization and industry characteristics similar to the Russell
2000
®
Index. The Russell 2000 is an index designed to represent an investable universe of
small cap companies. The Underlying Fund
seeks to maximize expected return while maintaining these and other
characteristics similar to the benchmark.
Other
.
The Underlying Funds investments in fixed income securities are limited to
securities that are considered cash equivalents.
Real Estate Securities Fund
Objective
. This Underlying Fund seeks total return comprised of long-term growth of
capital and dividend income.
Primary Investment Focus
. This Underlying Fund invests, under normal circumstances,
substantially all and at least 80% of its Net Assets in a diversified portfolio of equity
investments in issuers that are primarily engaged in or related to
the real estate industry. The Underlying
Fund expects that a substantial portion of its assets will be invested in REITs, real estate
industry companies and other real estate related investments. A real estate industry company is a company that derives at least 50% of its
gross revenues or net profits from the ownership, development, construction, financing, management
or sale of commercial, industrial or residential real estate or
interests therein. Real estate companies may include real estate
investment trusts (REITs), REIT-like structures, or real estate
operating companies whose businesses and services are related to the
real estate industry.
The Underlying Funds investment strategy is based on the premise that property market
fundamentals are the primary determinant of growth, underlying the success of companies in the real
estate industry. The Underlying Funds investment adviser focuses on companies that can achieve sustainable
growth in cash flow and dividend paying capability. The investment adviser attempts
B-4
to purchase securities so that its underlying portfolio will be diversified geographically and
by property type.
Although
the Underlying Fund will invest primarily
in publicly traded U.S. securities, it may invest up to 15% of its
total assets in foreign securities, including securities of issuers
in emerging countries and securities quoted in foreign
currencies.
Investing
in real estate securities involves certain unique risks. Investments
in real estate industry companies may be affected by changes in the value
of the underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on rents.
In addition, real estate industry companies that hold mortgages may
be affected by the quality of any credit extended. Real estate
companies are dependent upon management skill, may not be
diversified, and are subject to heavy cash flow dependency, default
by borrowers and self-liquidation. REIT issuers are also subject to
the possibilities of failing to qualify for tax free pass-through of
income and failing to maintain their exemptions from investment
company registration. Real estate companies whose underlying
properties are concentrated in a particular industry or geographic
region are also subject to risks affecting such industries and
regions.
The
Underlying Funds investments,
especially investments in real estate industry companies that hold
its mortgages, may be subject to interest rate risks. When interest
rates decline, the value of a REITs investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates
rise, the value of a REITs investment in fixed rate obligations
can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on a
REITs investment in such loans will gradually align themselves
to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed rate
obligations.
The REIT
investments of the Underlying Fund often do
not provide complete tax information to the
Underlying Fund until after the calendar
year-end. Consequently, because of the delay, it may be necessary for
the Underlying Fund to request permission
to extend the deadline for issuance of Forms 1099-DIV beyond
January 31.
Other
.
This Underlying Fund may invest up to 20% of its total assets in fixed income
investments, such as government, corporate debt and bank obligations, that offer the potential to
further the Funds investment objective.
International Real Estate Securities Fund
Objective
. The Underlying Fund seeks total return comprised of long-term growth of
capital and dividend income. The Fund seeks this objective by primarily investing in issuers that
are real estate investment trusts (REITs) or real estate operating companies organized outside the United States or whose securities are
principally traded outside the United States.
B-5
Primary Investment Focus
. The Underlying Fund invests, under normal circumstances,
substantially all and at least 80% of its net assets plus any borrowings for investment purposes
(measured at time of purchase) in a diversified portfolio of equity investments in issuers that are
primarily engaged in or related to the real estate industry (real estate industry companies)
outside the United States. The Fund expects that a substantial portion of its assets will be
invested in real estate companies and other real estate related investments.
A real estate industry company is a company that derives at least 50% of its gross revenues
or net profits from the ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or interests therein. Real estate companies may
include real estate investment trusts (REITs), REIT-like structures or real estate operating
companies whose products and services are related to the real estate industry.
The Funds investment strategy is based on the premise that property market fundamentals are
the primary determinant of growth, underlying the success of companies in the real estate industry.
The Investment Adviser focuses on companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to purchase securities so that its
underlying portfolio will be diversified geographically and by property type. The Fund will invest
primarily in publicly traded securities outside the United States. Investing in real estate
securities involves certain unique risks. Investments in real estate industry companies may be
affected by changes in the value of the underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on rents. In addition, real estate
industry companies that hold mortgages may be affected by the quality of any credit extended. Real
estate companies are dependent upon management skill, may not be diversified, and are subject to
heavy cash flow dependency, default by borrowers and self-liquidation. REIT issuers are also
subject to the possibilities of failing to qualify for tax free pass-through of income and failing
to maintain their exemptions from investment company registration. Real estate companies whose
underlying properties are concentrated in a particular industry or geographic region are also
subject to risks affecting such industries and regions.
The Funds investments, especially investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest rates decline, the value of
investments in fixed rate obligations can be expected to rise. Conversely, when interest rates
rise, the value of investments in fixed rate obligations can be expected to decline. In contrast,
as interest rates on adjustable rate mortgage loans are reset periodically, yields on a real estate
companys investment in such loans will gradually align themselves to reflect changes in market
interest rates, causing the value of such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed rate obligations.
The REIT investments of the Fund often do not provide complete tax information to the Fund
until after the calendar year-end. Consequently, because of the delay, it may be necessary for the
Fund to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31.
B-6
The Fund expects to invest a substantial portion of its assets in the securities of issuers
located in Japan, the United Kingdom, Australia, Hong Kong, Canada and France. From time to time,
the Funds investments in a particular country may exceed 25% of its investment portfolio.
Other
. The Underlying Fund may invest up to 20% of its total assets in REITs or real
estate industry companies organized or principally traded in the United States and fixed income
investments, such as government debt, corporate debt and bank obligations, that offer the potential
to further the Funds investment objective.
Structured International Equity Fund
Objective
. This Underlying Fund seeks long-term growth of capital. The Fund seeks this
objective through a broadly diversified portfolio of equity investments in large-cap companies that
are organized outside the United States or whose securities are principally traded outside the
United States.
Primary Investment Focus
. This Underlying Fund invests, under normal circumstances, at
least 80% of its Net Assets in a broadly diversified portfolio of equity investments in companies
that are organized outside the United States or whose securities are principally traded outside the
United States.
The Fund may allocate its assets among countries as determined by its investment adviser from
time to time, provided the Funds assets are invested in at least three foreign countries. The Fund
may invest in the securities of issuers in countries with emerging markets or economies.
The
Fund seeks broad representation of large-cap issuers across major
countries and sectors of the international economy. The Funds investments are selected using both a variety of quantitative
techniques and fundamental research, including but not limited to
valuation, momentum, profitability and earnings, in seeking to maximize the Funds expected return, while
maintaining risk, style, capitalization and industry characteristics similar to the EAFE
®
Index. In
addition, the Fund seeks a portfolio composed of companies with attractive valuations and stronger
momentum characteristics than the EAFE
®
Index.
Other
.
The Underlying Funds investments in fixed income securities are limited to
securities that are considered to be cash equivalents.
Commodity Strategy Fund
Objective
. The Underlying Fund seeks long-term total return. In pursuing this
objective, the Fund seeks to maintain substantial economic exposure to the performance of the
commodities markets.
Primary Investment Focus
. The Underlying Fund invests in a portfolio of commodity
index-linked securities (including leveraged and unleveraged structured notes), other
commodity-linked securities and derivative instruments that provide exposure to the performance of
the commodities markets, and in other fixed income and debt instruments. The Funds
B-7
portfolio is designed to provide exposure that corresponds to the investment return of assets
that trade in the commodity markets without direct investment in physical commodities. It is
expected that certain of the Funds investments will produce leveraged exposure to the commodities
markets. Under normal circumstances, the Fund invests at least 25% of its assets in
commodity-linked structured notes.
Commodity Investments
. The Underlying Fund seeks to provide exposure to the commodity
markets and returns that correspond to the performance of the S&P
GSCI Commodity Index (GSCI) by investing in commodity-linked
investments. The GSCI is a composite index of commodity sector returns, representing an
unleveraged, long-only investment in commodity futures that is broadly diversified across the
spectrum of commodities. Individual components qualify for inclusion in the GSCI on the basis of
liquidity and are weighted by their respective world production quantities. In pursuing its
objective, the Fund attempts to provide exposure to the returns of real assets that trade in the
commodity markets without direct investment in physical commodities. Real assets include oil, gas,
industrial and precious metals, livestock, and agricultural or meat products, or other items that
have tangible properties. Commodity-linked investments may be more volatile and less liquid than
the underlying instruments and their value may be affected by the performance of commodities as
well as weather, tax, and other regulatory or political developments, overall market movements and
other factors affecting the value of particular industries or commodities, such as disease,
embargoes, acts of war or terrorism.
The Fund invests in commodity-linked derivative instruments such as commodity-linked
structured notes. The Fund invests in commodity-linked notes that pay a return linked to the
performance of a commodities index or basket of futures contracts with respect to all of the
commodities in an index. The principal and/or interest payments of commodity-linked derivatives are
tied to the value of a real asset or commodity index. Structured notes may be structured by the
issuer and the purchaser of the note. The notes are derivative debt instruments with principal
payments generally linked to the value of commodities, commodity futures contracts or the
performance of commodity indices and interest and coupon payments pegged to a market-based interest
rate, such as LIBOR or a banks prime rate. The value of these notes will rise or fall in response
to changes in the underlying commodity or related index or investment. These notes expose the Fund
economically to movements in commodity prices. The Fund will pursue its objective without directly
investing in commodities. The Fund seeks to provide exposure to various commodities and commodities
sectors. Commodity-linked derivate instruments include commodity index-linked securities and other derivative instruments that provide
exposure to the investment returns of the commodities markets.
Fixed
Income Investments
. The Underlying Fund invests in investment grade fixed income
securities. Investment grade securities are securities that are rated at the time of purchase at
least BBB- by Standard & Poors Rating Group (Standard & Poors) or at least Baa3 by Moodys
Investors Service, Inc. (Moodys), have a comparable rating by another NRSRO or, if unrated, are
determined by the Investment Adviser to be of comparable quality. The Fund may invest in corporate
securities, U.S. Government Securities, Mortgage-Backed Securities, asset-backed securities, and
fixed income securities issued by or on behalf of states, territories and possessions of the United
States (including the District of Columbia) and the political
B-8
subdivisions, agencies and instrumentalities thereof (Municipal Securities). The average duration will vary.
The Underlying Fund may invest up to 25% of its Net Assets in foreign
securities. In addition, the Underlying Fund may invest up to 10% of
its assets in non-investment grade fixed-income securities. The
structured securities and commodity-linked derivative securities may
also be considered fixed income investments because they typically
pay a predetermined rate of return until the security matures.
Other
. The Underlying Fund will also invest in options, futures, options on futures
and swaps. The Fund will primarily allocate its assets between fixed income and other debt
securities and commodity-linked instruments. In pursuing its investment objective, the Fund uses
the GSCI as its performance benchmark and will attempt to produce returns that correspond to the
performance of the GSCI, but the Fund will not attempt to replicate the Index. The Fund may,
therefore, invest in securities that are not included in the GSCI.
The Fund will not invest 25% or more of its total assets in
instruments issued by companies in any one industry. The Funds
portfolio will reflect greater than 25% exposure to the group of
industries represented in the GSCI, however. If, in the future,
industries are added to or removed from representation in the GSCI,
the group of industries in which the Funds exposure is
concentrated will likewise change.
As
of February 12, 2007, the GSCI included 24 commodities in five broad
sectors: energy, industrial metals, precious metals, agricultural
products, and livestock products. Current information on the
composition of the index can be found at: www2.goldmansachs.com/gsci.
B-9
Short Duration Government Fund
Objective
. This Underlying Fund seeks a high level of current income and secondarily,
in seeking current income, may also consider the potential for capital appreciation.
Duration
. Under normal interest rate conditions, the Underlying Funds duration is
expected to be equal to that of the Funds benchmark, the two-year U.S. Treasury Note Index, plus
or minus 0.5 years. (Historically, over the last ten years, the duration of the two-year U.S.
Treasury Note Index has been approximately 1.75 years). In addition, under normal interest rate
conditions, the Funds maximum duration will not exceed three years. The approximate interest rate
sensitivity of the Fund is expected to be comparable to a two-year U.S. Treasury note.
Investment Sector
. This Underlying Fund invests, under normal circumstances, at least
80% of its Net Assets in U.S. Government Securities (as defined below) and in repurchase agreements
collateralized by such securities. Substantially all of the Funds Net Assets will be invested in
U.S. Government Securities and instruments based on U.S. Government
Securities. 100% of the Funds portfolio will be invested in U.S.
dollar-denominated securities.
Credit Quality
. The Underlying Fund invests in U.S. Government Securities and
repurchase agreements collateralized by such securities.
Other
. This Underlying Fund may employ certain active management techniques to manage
its duration and term structure and to seek to enhance returns. These techniques include, but are
not limited to, the use of financial futures contracts, option contracts (including options on
futures), mortgage, credit, total return and interest rate swaps, options on swaps, and interest
rate floors, caps and collars. The Fund may also employ other investment techniques to seek to
enhance returns, such as lending portfolio securities and entering into mortgage dollar rolls,
repurchase agreements and other investment practices.
Core Fixed Income Fund
Objective
. This Underlying Fund seeks a total return consisting of capital
appreciation and income that exceeds the total return of the Lehman Brothers Aggregate Bond Index
(the Index).
Duration
. Under normal interest rate conditions, the Underlying Funds duration is
expected to be equal to that of the Funds benchmark, the Index, plus or minus one year. In
addition, under normal interest rate conditions, the Funds maximum duration will not exceed six
years. (Historically, over the last ten years, the duration of the Lehman Aggregate Bond Index has
ranged between 3.8 and 5 years). The approximate interest rate sensitivity of the Fund is expected
to be comparable to a five-year U.S. Treasury note.
B-10
Investment Sector
. This Underlying Fund invests, under normal circumstances, at least
80% of its Net Assets in fixed income securities, including U.S. Government Securities, corporate
debt securities, privately issued Mortgage-Backed Securities, and Asset-Backed Securities. The Fund
may also invest in custodial receipts, Municipal Securities (as defined below) and convertible
securities. The Fund may also engage in forward foreign currency
transactions for both speculative and hedging purposes. The
Funds investments in non-U.S. dollar denominated obligations
(hedged or unhedged against currency risk) will not exceed 25%
of its total assets at the time of investment and 10% of the
Funds total assets may be invested in obligations of
issuers in countries with emerging markets or economies.
Additionally, exposure to non-U.S. currencies (unhedged against
currency risk) will not exceed 25% of the Funds total assets. In
pursuing its investment objective, the Fund uses the Index as its performance benchmark, but the Fund will not attempt to replicate the
Index. The Fund may, therefore, invest in securities that are not included in the Index.
The Index currently includes U.S. Government Securities and fixed-rate, publicly issued, U.S.
dollar-denominated fixed income securities rated at least Baa3 by Moodys Investors Service
(Moodys), or if a Moodys rating is unavailable, the comparable Standard & Poors Ratings Group
(Standard & Poors) rating is used. The securities currently included in the Index have at least
one year remaining to maturity; and are issued by the following types of issuers, with each
category receiving a different weighting in the Index: U.S. Treasury; agencies, authorities or
instrumentalities of the U.S. government; issuers of mortgage-backed securities; utilities;
industrial issuers; financial institutions; foreign issuers; and issuers of asset-backed
securities. In pursuing its investment objective, the Fund uses the Index as its performance
benchmark, but the Fund will not attempt to replicate the Index. The Fund, therefore, may invest in
securities that are not included in the Index. The Index is a trademark of Lehman Brothers.
Inclusion of a security in the Index does not imply an opinion by Lehman Brothers as to its
attractiveness or appropriateness for investment. Although Lehman Brothers obtains factual
information used in connection with the Index from sources which it considers reliable, Lehman
Brothers claims no responsibility for the accuracy, completeness or timeliness of such information
and has no liability to any person for any loss arising from results obtained from the use of the
Index data.
Credit Quality
. All U.S. dollar-denominated fixed income securities purchased by the
Underlying Fund will be rated, at the time of purchase, at least BBB- or Baa3 by an NRSRO or, if
unrated, will be determined by the Funds investment adviser to be of comparable quality. The
non-U.S. dollar- denominated fixed income securities in which the Fund may invest will be rated, at
the time of investment, at least AA or Aa by an NRSRO or, if unrated, will be determined by the
Funds investment adviser to be of comparable quality.
Other
. This Underlying Fund may employ certain active management techniques to manage
its duration and term structure, to seek to hedge its exposure to foreign currencies and to seek to
enhance returns. These techniques include, but are not limited to, the use of financial futures
contracts, option contracts (including options on futures), forward foreign currency exchange
contracts, currency options and futures, options on foreign currencies, currency, credit,
B-11
mortgage, total return and interest rate swaps, options on swaps, and interest rate floors,
caps and collars. Currency management techniques involve risks different from those associated with
investing solely in U.S. dollar-denominated fixed income securities of U.S. issuers. It is expected
that the Fund will use certain currency techniques to seek to hedge against currency exchange rate
fluctuations or to seek to increase total return. The Fund may also employ other investment
techniques to seek to enhance returns, such as lending portfolio securities and entering into
mortgage dollar rolls, repurchase agreements and other investment practices.
Global Income Fund
Objective
. This Underlying Fund seeks a high total return, emphasizing current income,
and, to a lesser extent, providing opportunities for capital appreciation.
Duration
. Under normal interest rate conditions, the Underlying Funds duration is
expected to be equal to that of the Funds benchmark, the J.P. Morgan Global Government Bond Index
(hedged), plus or minus 2.5 years. (Historically, over the last ten years the duration of the J.P.
Morgan Global Government Bond Index (hedged) has ranged between 5.3 and 7.1 years). In addition,
under normal interest rate conditions, the Funds maximum duration will not exceed 7.5 years. The
approximate interest rate sensitivity of the Fund is expected to be comparable to a six-year
government bond.
Investment Sector
. The Underlying Fund invests, under normal circumstances, at least
80% of its Net Assets in a portfolio of fixed income securities of U.S. and foreign issuers. The
Fund also enters into transactions in foreign currencies. Under normal market conditions, the Fund
will (i) have at least 30% of its Net Assets, after considering the effect of currency positions,
denominated in U.S. dollars and (ii) invest in securities of issuers in at least three countries.
The Fund seeks to meet its investment objective by pursuing investment opportunities in foreign and
domestic fixed income securities markets and by engaging in currency transactions to seek to
enhance returns and to seek to hedge its portfolio against currency exchange rate fluctuations.
The fixed income securities in which the Fund may invest include: (i) U.S. Government
Securities and custodial receipts therefor; (ii) securities issued or guaranteed by a foreign
government or any of its political subdivisions, authorities, agencies, instrumentalities or by
supranational entities; (iii)
corporate debt securities; (iv) certificates of deposit and bankers acceptances issued or
guaranteed by, or time deposits maintained at, U.S. or foreign banks (and their branches wherever
located) having total assets of more than $1 billion; (v) commercial paper; and (vi)
Mortgage-Backed and Asset-Backed Securities.
Credit Quality
. All securities purchased by the Underlying Fund will be rated, at the
time of purchase, at least BBB- or Baa3 by an NRSRO. However, the Fund will invest at least 50% of
its total assets in securities rated, at the time of purchase, AAA or Aaa by an NRSRO. Unrated
securities will be determined by the Funds investment adviser to be of comparable quality.
B-12
Securities rated BBB or Baa are considered medium-grade obligations with speculative
characteristics, and adverse economic conditions or changing circumstances may weaken their
issuers capacity to pay interest and repay principal.
Other
. This Underlying Fund may employ certain active management techniques to manage
its duration and term structure, to seek to hedge its exposure to foreign currencies and to seek to
enhance returns. These techniques include, but are not limited to, the use of financial futures
contracts, option contracts (including options on futures), forward foreign currency exchange
contracts, currency options and futures, options on foreign currencies, currency, credit, mortgage,
total return and interest rate swaps, options on swaps, and interest rate floors, caps and collars.
Currency management techniques involve risks different from those associated with investing solely
in U.S. dollar-denominated fixed income securities of U.S. issuers. It is expected that the Fund
will use certain currency techniques to seek to hedge against currency exchange rate fluctuations
or to seek to increase total return. While the Fund will have both long and short currency
positions, its net long and short foreign currency exposure will not exceed the value of the Funds
total assets. To the extent that the Fund is fully invested in foreign securities while also
maintaining currency positions, it may be exposed to greater combined risk. The Funds net currency
positions may expose it to risks independent of its securities positions. The Fund may also employ
other investment techniques to seek to enhance returns, such as lending portfolio securities and
entering into mortgage dollar rolls, repurchase agreements and other investment practices. The Fund
may purchase securities on a when-issued or forward commitment basis.
The Fund may invest more than 25% of its total assets in the securities of corporate and
governmental issuers located in each of Canada, Germany, Japan, and the United Kingdom as well as
in the securities of U.S. issuers. Not more than 25% of the Funds total assets will be invested in securities of
issuers in any other single foreign country. The Fund may also invest up to 10% of its total assets
in issuers in emerging countries.
High Yield Fund
Objective
. This Underlying Fund seeks a high level of current income and may also
consider the potential for capital appreciation.
Duration
. Under normal interest rate conditions, the Underlying Funds duration is
expected to be equal to that of the Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer
Capped, plus or minus 2.5 years. In addition, under normal interest rate conditions, the Funds
maximum duration will not exceed 7.5 years. (Historically, over the last ten years, the duration of
the Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped has ranged between 4.1
and 4.8 years). The approximate interest rate sensitivity of the Fund is expected to be comparable
to a 6-year U.S. Treasury note.
B-13
Investment Sector
. This Underlying Fund invests, under normal circumstances, at least
80% of its Net Assets in high-yield, fixed income securities that, at the time of purchase, are
non-investment grade securities. Non-investment grade securities are securities rated BB, Ba or
below by an NRSRO, or, if unrated, determined by the Funds investment adviser to be of comparable
quality. The Fund may invest in all types of fixed income securities, including senior and
subordinated corporate debt obligations (such as bonds, debentures, notes and commercial paper),
convertible and non-convertible corporate debt obligations, loan participations, custodial
receipts, Municipal Securities and preferred stock. The Fund may invest up to 25% of its total
assets in obligations of domestic and foreign issuers which are denominated in currencies other
than the U.S. dollar and in securities of issuers located in emerging countries denominated in any
currency. However, to the extent that the Investment Adviser has
entered into transactions that are intended to hedge the Underlying
Funds position in a non-dollar denominated obligation against
currency risk, such obligation will not be counted when calculating
compliance with the 25% limitation on obligations in non-U.S.
currency. Under normal market conditions, the Fund may invest up to 20% of its Net Assets in
investment grade fixed income securities, including U.S. Government Securities. The Fund may also
invest in common stocks, warrants, rights and other equity securities, but will generally hold such
equity investments only when debt or preferred stock of the issuer of such equity securities is
held by the Fund or when the equity securities are received by the Fund in connection with a
corporate restructuring of an issuer.
Credit Quality
. This Underlying Fund invests at least 80% of its Net Assets in
securities rated BB or Ba or lower at the time of purchase or, if unrated, determined by the Funds
investment adviser to be of comparable quality. The Fund may purchase securities of issuers in
default. Non-investment grade securities (commonly known as junk bonds) tend to offer higher
yields than higher rated securities with similar maturities. Non-investment grade fixed income
securities are, however, considered speculative and generally involve greater price volatility and
greater risk of loss of principal and interest than higher rated securities. See Description of
Investment Securities and Practices. A description of the corporate bond ratings is contained in
Appendix A to this Additional Statement.
Other
. This Underlying Fund may employ certain active management techniques to manage
its duration and term structure, to seek to hedge its exposure to foreign securities and to seek to
enhance returns. These techniques include, but are not limited to, the use of financial futures
contracts, option contracts (including options on futures), forward foreign currency exchange
contracts, currency options and futures, and currency, credit, mortgage, total return and interest
rate swaps, options on swaps, and interest rate floors, caps and collars. Currency management
techniques involve risks different from those associated with investing solely in U.S.
dollar-denominated fixed income securities of U.S. issuers. It is expected that the Fund will use
certain currency techniques to seek to hedge against currency exchange rate fluctuations or to seek
to increase total return. The Fund may also employ other investment techniques to seek to enhance
returns, such as lending portfolio securities and entering into repurchase agreements and other
investment practices.
Financial
Square Prime Obligations Fund
Objective
:
This Underlying Fund seeks to maximize current income to the extent
consistent with the preservation of capital and the maintenance of
liquidity by investing exclusively in high quality money market
instruments.
Duration
:
The maximum remaining maturity of the Underlying Funds
investments is 13 months at the time of purchase. The dollar-weighted
average portfolio maturity of the Underlying Fund is not more than 90
days.
Investment
Sector
: The Underlying Fund invests in U.S. Government
Securities, obligations of U.S. banks, commercial paper and other
short-term obligations of U.S. companies, states, municipalities and
other entities and repurchase agreements.
Credit
Quality
: The Underlying Fund invests in high quality, short-term
fixed income securities rated AAA/Aaa or A-1/P-1.
Inflation Protected Securities Fund
Objective
: This Underlying Fund seeks real return consistent with preservation of
capital. Real return is the return on an investment adjusted for
inflation.
Duration
: Under normal interest rate conditions, the Underlying Funds duration is
expected to be equal to that of the Lehman Brothers U.S. TIPS Index plus or minus 4-5 years.
(Historically, over the last 10 years the duration of the Lehman Brothers U.S. TIPS Index has
ranged between 0.3 and 8.6 years).
Investment Sector
: The Underlying Fund invests, under normal circumstances, at least
80% of its Net Assets in inflation-protected securities (IPS) of varying maturities issued by the
U.S. Treasury (TIPS) and other U.S. and non-U.S. Government
agencies and corporations (CIPS). IPS are designed
to provide inflation protection to investors. The U.S. Treasury uses the
Consumer Price Index for Urban Consumers (the
CPIU) as the measurement of inflation, while
other issuers of IPS may use different indices as the measure of inflation. IPS are
income-generating instruments whose interest and principal payments are adjusted for inflationa
sustained increase in prices that erodes the purchasing power of money. The inflation adjustment,
which is typically applied monthly to the principal of the bond, follows a designated inflation
index, such as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted
principal so that as inflation rises, both the principal value and the interest payments increase.
This can provide investors with a hedge against inflation, as it helps preserve the purchasing
power of an investment. Because of this inflation adjustment feature, inflation-protected bonds
typically have lower yields than conventional fixed-rate bonds. The remainder of the Funds Net
Assets (up to 20%) may be invested in other fixed income securities, including U.S. Government
Securities, asset-backed securities, mortgage-backed securities, corporate securities, and
securities issued by foreign corporate and governmental issuers.
Credit
Quality
: The Underlying Fund invests, under normal circumstances,
at least 80% of its Net Assets in inflation protected
securities rated BBB- or Baa3 or higher by a NRSRO at the time of purchase or, if unrated, determined by the
Investment Adviser to be of comparable quality.
Other
: This Underlying Fund may employ certain active management techniques to manage
its duration and term structure, to seek to hedge its exposure to foreign securities and to seek to
enhance returns. These techniques include, but are not limited to, the use of financial futures
contracts, option contracts (including options on futures), forward foreign currency exchange
contracts, currency options and futures, options on foreign currencies, mortgage, currency, credit,
total return and interest rate swaps, options on swaps, and interest rate floors, caps and
collars. The Fund may also employ other investment techniques to seek to enhance returns, such as
lending portfolio securities and entering into mortgage dollar rolls, repurchase agreements and
when-issued securities and forward commitments.
B-14
Emerging Markets Debt Fund
Objective
: This Underlying Fund seeks a high level of total return consisting of
income and capital appreciation.
Duration
: Under normal interest rate conditions, the Underlying Funds duration is
expected to be equal to that of the JP Morgan EMBI Global Diversified Index plus or minus 2 years.
In addition, under normal interest rate conditions, the Funds maximum duration will not exceed 7
years. (Historically, over the last ten years, the duration of the JP Morgan EMBI Global
Diversified Index has ranged between 4.1 and 4.6 years). The approximate interest rate sensitivity
of the Fund is expected to be comparable to a 10 year government bond.
Investment Sector
: The Underlying Fund invests, under normal circumstances, at least
80% of its Net Assets in fixed income securities of issuers located in emerging countries. The
Investment Adviser may consider, but is not bound by, classifications by the World Bank, the
International Finance Corporation or the United Nations and its agencies in determining whether a
country is emerging or developed. Currently, emerging countries include, among others, most
African, Asian, Eastern European, Middle Eastern, South and Central American nations. The
Investment Adviser currently intends that the Funds investment focus will be in the following
emerging countries: Argentina, Brazil, Bulgaria, Colombia, Dominican Republic, Ecuador, Egypt,
Malaysia, Mexico, Nigeria, Panama, Peru, The Philippines, Poland, Russia, South Africa, South
Korea, Turkey, Ukraine, Uruguay, Venezuela as well as other emerging countries to the extent that
foreign investors are permitted by applicable law to make such investments.
The Fund may invest in all types of emerging country fixed income securities, including the
following: Brady bonds and other debt issued by governments, their agencies and instrumentalities
or by their central banks; interests issued by entities organized and operated for the purpose of
restructuring the investment characteristics of instruments issued by
emerging country issuers;
fixed and floating rate, senior and subordinated corporate debt obligations (such as bonds,
debentures, notes and commercial paper); and loan participations and repurchase agreements with respect
to the foregoing.
Credit Quality
: Fixed income securities purchased by the Underlying Fund will be rated
at the time of purchase at least D by Standard & Poors or C by Moodys or if unrated will be
determined by the Funds investment adviser to be of comparable quality. The majority of the
countries in which the Fund invests will have sovereign ratings that are below investment grade or
are unrated.
Other
:
The majority of the countries in which the Fund invests will have
sovereign ratings that are below investment grade or are unrated.
Moreover, to the extent the Fund invests in corporate or other
privately issued debt obligations, many of the issuers of such
obligations will be smaller companies with stock market
capitalizations of $1 billion or less at the time of investment.
Although a majority of the Underlying Funds assets may be denominated in U.S.
dollars, the Fund may invest in securities denominated in any currency and may be subject to the
risk of adverse currency fluctuations.
B-15
DESCRIPTION OF UNDERLYING FUNDS INVESTMENT SECURITIES AND PRACTICES
The
Short Duration Government Fund and the Inflation Protected Securities Fund invest in U.S. Government Securities
and related repurchase agreements. The Short Duration Government Fund
does not make foreign investments. With these exceptions,
and the further exceptions noted below, the following description applies generally to the
Underlying Funds.
The Investment Adviser uses derivative instruments to manage the duration of an Underlying
Fixed Income Funds investment portfolio in accordance with its respective target duration. These
derivative instruments include financial futures contracts and swap transactions, as well as other
types of derivatives. The Funds investments in derivative instruments, including financial futures
contracts and swaps, can be significant. These transactions can result in sizeable realized and
unrealized capital gains and losses relative to the gains and losses from the Funds investments in
bonds and other securities. Short-term and long-term realized capital gains distributions paid by
the Funds are taxable to their shareholders. Financial futures contracts used by an Underlying
Fixed Income Fund include interest rate futures contracts including, among others, Eurodollar
futures contracts. Eurodollar futures contracts are U.S. dollar-denominated futures contracts that
are based on the implied forward London Interbank Offered Rate (LIBOR) of a three-month deposit.
Further information is included below regarding futures contracts, swaps and other derivative
instruments used by an Underlying Fixed Income Fund, including information on the risks presented
by these instruments and other purposes for which they may be used by the Underlying Fixed Income
Funds.
Interest rates, fixed income securities prices, the prices of futures and other derivatives,
and currency exchange rates can be volatile, and a variance in the degree of volatility or in the
direction of the market from the Investment Advisers expectations may produce significant losses
in an Underlying Fixed Income Funds investments in derivatives. In addition, a perfect correlation
between a derivatives position and a fixed income security position is generally impossible to
achieve. As a result, the Investment Advisers use of derivatives may not be effective in
fulfilling the Investment Advisers investment strategies and may contribute to losses that would
not have been incurred otherwise.
As stated in the Prospectuses, the Portfolios may also invest a portion of their assets in
high quality, short-term debt obligations and engage in certain other investment practices. Further
information about the Underlying Funds and their respective investment objectives and policies is
included in their respective prospectuses and Statements of Additional Information. There is no
assurance that any Portfolio or Underlying Fund will achieve its objective.
Corporate Debt Obligations
Each
Underlying Fund (other than the Short Duration Government Fund) may, under normal market
conditions, invest in corporate debt obligations, including obligations of industrial, utility and
financial issuers. Corporate debt obligations include bonds, notes, debentures and other
obligations of corporations to pay interest and repay principal. Structured
B-16
Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity and Structured
International Equity Funds may only invest in debt securities that are cash equivalents. Corporate
debt obligations are subject to the risk of an issuers inability to meet principal and interest
payments on the obligations and may also be subject to price volatility due to such factors as
market interest rates, market perception of the creditworthiness of the issuer and general market
liquidity.
Fixed
income securities rated BBB or Baa are considered medium-grade obligations with
speculative characteristics, and adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay principal. Medium to lower rated and comparable
non rated securities tend to offer higher yields than higher rated securities with the same
maturities because the historical financial condition of the issuers of such securities may not
have been as strong as that of other issuers. Since medium to lower rated securities generally
involve greater risks of loss of income and principal than higher rated securities, investors
should consider carefully the relative risks associated with investment in securities which carry
medium to lower ratings and in comparable unrated securities. In addition to the risk of default,
there are the related costs of recovery on defaulted issues. The investment advisers of the
Underlying Funds will attempt to reduce these risks through portfolio diversification and by
analysis of each issuer and its ability to make timely payments of income and principal, as well as
broad economic trends and corporate developments. The Investment
Adviser employs its own credit research and analysis, which includes
a study of existing debt, capital structure, ability to service debt
and to pay dividends, the issuers sensitivity to economic
conditions, its operating history and the current trend of earnings. The investment Adviser for each Underlying Fund
continually monitors the investments in the Underlying Funds portfolio and evaluates whether to
dispose of or to retain corporate debt obligations whose credit ratings or credit quality may have
changed.
Commercial Paper and Other Short-Term Corporate Obligations
. Certain of the Underlying
Funds may invest in commercial paper and other short-term obligations payable in U.S. dollars and
issued or guaranteed by U.S. corporations, non-U.S. corporations or other entities. Commercial
paper represents short-term unsecured promissory notes issued in bearer form by banks or bank
holding companies, corporations and finance companies.
Trust Preferreds
. Certain of the Underlying Funds may invest in trust preferred
securities. A trust preferred or capital security is a long dated bond (for example 30 years) with
preferred features. The preferred features are that payment of interest can be deferred for a
specified period without initiating a default event. From a bondholders viewpoint, the securities
are senior in claim to standard preferred but are junior to other bondholders. From the issuers
viewpoint, the securities are attractive because their interest is deductible for tax purposes like
other types of debt instruments.
High
Yield Securities
. Certain of the Underlying Funds may invest in
bonds rated BB or below by Standard & Poors or Ba or below by
Moodys (or comparable rated and unrated securities). These bonds are commonly referred to as junk bonds and
are considered speculative. The ability of their issuers to make principal and interest payments
may be questionable. In some cases, such bonds may be highly speculative, have poor prospects for
reaching investment grade standing and be in default. As a result, investment in such bonds will
entail greater risks than those associated with investment grade bonds (
i.e.
,
B-17
bonds rated AAA, AA, A or BBB by Standard and Poors or Aaa, Aa, A or Baa by Moodys).
Analysis of the creditworthiness of issuers of high yield securities may be more complex than for
issuers of higher quality debt securities, and the ability of an Underlying Fund to achieve its
investment objective may, to the extent of its investments in high yield securities, be more
dependent upon such creditworthiness analysis than would be the case if the Underlying Fund were
investing in higher quality securities. See Appendix A to this Additional Statement for a
description of the corporate bond and preferred stock ratings by Standard & Poors, Moodys, Fitch,
Inc. (Fitch) and Dominion Bond Rating Service Limited (DBRS).
The amount of high yield, fixed income securities proliferated in the 1980s and early 1990s as
a result of increased merger and acquisition and leveraged buyout activity. Such securities are
also issued by less-established corporations desiring to expand. Risks associated with acquiring
the securities of such issuers generally are greater than is the case with higher rated securities
because such issuers are often less creditworthy companies or are highly leveraged and generally
less able than more established or less leveraged entities to make scheduled payments of principal
and interest. High yield securities are also issued by governmental issuers that may have
difficulty in making all scheduled interest and principal payments.
The market values of high yield, fixed income securities tends to reflect those individual
corporate or municipal developments to a greater extent than do those of higher rated securities,
which react primarily to fluctuations in the general level of interest rates. Issuers of such high
yield securities are often highly leveraged, and may not be able to make use of more traditional
methods of financing. Their ability to service debt obligations may be more adversely affected than
issuers of higher rated securities by economic downturns, specific
corporate or governmental developments or the
issuers inability to meet specific projected business forecasts. These non-investment grade
securities also tend to be more sensitive to economic conditions than higher-rated securities.
Negative publicity about the junk bond market and investor perceptions regarding lower-rated
securities, whether or not based on fundamental analysis, may depress the prices for such
securities.
Since investors generally perceive that there are greater risks associated with non-investment
grade securities of the type in which the Underlying Funds may invest, the yields and prices of
such securities may tend to fluctuate more than those for higher-rated securities. In the lower
quality segments of the fixed income securities market, changes in perceptions of issuers
creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in
higher quality segments of the fixed income securities market, resulting in greater yield and price
volatility.
Another factor which causes fluctuations in the prices of high yield, fixed income securities
is the supply and demand for similarly rated securities. In addition, the prices of fixed income
securities fluctuate in response to the general level of interest rates. Fluctuations in the prices
of portfolio securities subsequent to their acquisition will not affect cash income from such
securities but will be reflected in an Underlying Funds net asset value.
B-18
The risk of loss from default for the holders of high yield, fixed income securities is
significantly greater than is the case for holders of other debt securities because such high
yield, fixed income securities are generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by an Underlying Fund in already
defaulted securities poses an additional risk of loss should nonpayment of principal and interest
continue in respect of such securities. Even if such securities are held to maturity, recovery by
an Underlying Fund of its initial investment and any anticipated income or appreciation is
uncertain. In addition, an Underlying Fund may incur additional expenses to the extent that it is
required to seek recovery relating to the default in the payment of principal or interest on such
securities or otherwise protect its interests. An Underlying Fund may be required to liquidate
other portfolio securities to satisfy the Underlying Funds annual distribution obligations in
respect of accrued interest income on securities which are subsequently written off, even though
the Underlying Fund has not received any cash payments of such interest.
The secondary market for high yield, fixed income securities is concentrated in relatively few
markets and is dominated by institutional investors, including mutual funds, insurance companies
and other financial institutions. Accordingly, the secondary market for such securities is not as
liquid as and is more volatile than the secondary market for higher-rated securities. In addition,
the trading volume for high-yield, fixed income securities is generally lower than that of higher
rated securities and the secondary market for high yield, fixed income securities could contract
under adverse market or economic conditions independent of any specific adverse changes in the
condition of a particular issuer. These factors may have an adverse effect on the ability of an
Underlying Fund to dispose of particular portfolio investments. Prices realized upon the sale of
such lower rated or unrated securities, under these circumstances, may be less than the prices used
in calculating an Underlying Funds net asset value. A less liquid secondary market also may make
it more difficult for an Underlying Fund to obtain precise valuations of the high yield securities
in its portfolio.
The adoption of new legislation could adversely affect the secondary market for high yield
securities and the financial condition of issuers of these securities. The form of any future
legislation, and the probability of such legislation being enacted, is uncertain.
Non-investment grade or high-yield, fixed income securities also present risks based on
payment expectations. High yield, fixed income securities frequently contain call or buy-back
features which permit the issuer to call or repurchase the security from its holder. If an issuer
exercises such a call option and redeems the security, an Underlying Fund may have to replace
such security with a lower-yielding security, resulting in a decreased return for investors. In
addition, if an Underlying Fund experiences unexpected net redemptions of its shares, it may be
forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of
the Underlying Funds portfolio and increasing the exposure of the Underlying Fund to the risks of
high-yield securities.
Credit ratings issued by credit rating agencies are designed to evaluate the safety of
principal and interest payments of rated securities. They do not, however, evaluate the market
B-19
value risk of non investment grade securities and, therefore, may not fully reflect the true
risks of an investment. In addition, credit rating agencies may or may not make timely changes in a
rating to reflect changes in the economy or in the conditions of the issuer that affect the market
value of the security. Consequently, credit ratings are used only as a preliminary indicator of
investment quality. Investments in non-investment grade and comparable unrated obligations will be
more dependent on the credit analysis of an Underlying Funds investment adviser than would be the
case with investments in investment-grade debt obligations. An Underlying Funds investment adviser
employs its own credit research and analysis, which includes a study of an issuers existing debt,
capital structure, ability to service debt and to pay dividends, sensitivity to economic
conditions, operating history and current trend of earnings. The Underlying Funds investment
adviser monitors the investments in an Underlying Funds portfolio and evaluates whether to dispose
of or to retain non investment grade and comparable unrated securities whose credit ratings or
credit quality may have changed.
Because the market for high yield securities has not weathered a major economic recession, it
is unknown what effects such a recession might have on such securities. A widespread economic
downturn could result in increased defaults and losses.
Loan Participations
. The High Yield Fund and Emerging Markets Debt Fund may invest in
loan participations. A loan participation is an interest in a loan to a U.S. or foreign company or
other borrower which is administered and sold by a financial intermediary. In a typical corporate
loan syndication, a number of lenders, usually banks (co-lenders), lend a corporate borrower a
specified sum pursuant to the terms and conditions of a loan agreement. One of the co-lenders
usually agrees to act as the agent bank with respect to the loan.
Participation interests acquired by the High Yield Fund or Emerging Markets Debt Fund may take
the form of a direct or co-lending relationship with the corporate borrower, an assignment of an
interest in the loan by a co-lender or another participant, or a participation in the sellers
share of the loan. When the High Yield Fund or Emerging Markets Debt Fund acts as co-lender in
connection with a participation interest or when the High Yield Fund or Emerging Markets Debt Fund
acquires certain participation interests, the High Yield Fund or Emerging Markets Debt Fund will
have direct recourse against the borrower if the borrower fails to pay scheduled principal and
interest. In cases where the High Yield Fund or Emerging Markets Debt Fund lacks direct recourse,
it will look to the agent bank to enforce appropriate credit remedies against the borrower. In
these cases, the High Yield Fund or Emerging Markets Debt Fund may be subject to delays, expenses
and risks that are greater than those that would have been involved if the Underlying Fund had
purchased a direct obligation (such as commercial paper) of such borrower. For example, in the
event of the bankruptcy or insolvency of the corporate borrower, a loan participation may be
subject to certain defenses by the borrower as a result of improper conduct by the agent bank.
Moreover, under the terms of the loan participation, the High Yield Fund or Emerging Markets Debt
Fund may be regarded as a creditor of the agent bank (rather than of the underlying corporate
borrower), so that the High Yield Fund or Emerging Markets Debt Fund may also be subject to the
risk that the agent bank may become insolvent. The secondary market, if any, for these loan
participations is limited and any loan participations
B-20
purchased by the High Yield Fund or Emerging Markets Debt Fund will normally be regarded as
illiquid.
For purposes of certain investment limitations pertaining to diversification of the High Yield
Funds or Emerging Markets Debt Funds portfolio investments, the issuer of a loan participation
will be the underlying borrower. However, in cases where the High Yield Fund or Emerging Markets
Debt Fund does not have recourse directly against the borrower, both the borrower and each agent
bank and co-lender interposed between the High Yield Fund or Emerging Markets Debt Fund and the
borrower will be deemed issuers of a loan participation.
Obligations of the United States, Its Agencies, Instrumentalities and Sponsored Enterprises
Each Underlying Fund may invest in U.S. government securities which are obligations issued or
guaranteed by the U.S. government and its agencies, instrumentalities or sponsored enterprises
(U.S. Government Securities). Some U.S. Government Securities (such as Treasury bills, notes and
bonds, which differ only in their interest rates, maturities and times of issuance) are supported
by the full faith and credit of the United States. Others, such as obligations issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored enterprises, are supported either by
(i) the right of the issuer to borrow from the U.S. Treasury, (ii) the discretionary authority of
the U.S. government to purchase certain obligations of the issuer or (iii) only the credit of the
issuer. The U.S. government is under no legal obligation, in general, to purchase the obligations
of its agencies, instrumentalities or sponsored enterprises. No assurance can be given that the
U.S. government will provide financial support to the U.S. government agencies, instrumentalities
or sponsored enterprises in the future.
U.S. Government Securities include (to the extent consistent with the Act) securities for
which the payment of principal and interest is backed by an irrevocable letter of credit issued by
the U.S. government, or its agencies, instrumentalities or sponsored enterprises. U.S. Government
Securities may also include (to the extent consistent with the Act) participations in loans made to
foreign governments or their agencies that are guaranteed as to principal and interest by the U.S.
government or its agencies, instrumentalities or sponsored enterprises. The secondary market for
certain of these participations is extremely limited. In the absence of a suitable secondary
market, such participations are regarded as illiquid.
Each Underlying Fund may also purchase U.S. Government Securities in private placements,
subject to the Underlying Funds limitation on investment in illiquid securities. The Underlying
Funds may also invest in separately traded principal and interest components of securities
guaranteed or issued by the U.S. Treasury that are traded independently under the separate trading
of registered interest and principal of securities program (STRIPS).
B-21
Inflation
Protected Securities
. Certain Underlying Funds may invest in IPS of varying
maturities issued by the U.S. Treasury and other U.S. and non-U.S. Government agencies and corporations. IPS are
fixed income securities whose interest and principal payments are adjusted according to the rate of
inflation. The interest rate on IPS is fixed at issuance, but over the life of the bond this
interest may be paid on an increasing or decreasing principal value that has been adjusted for
inflation. Although repayment of the original bond principal upon maturity is guaranteed, the
market value of IPS is not guaranteed, and will fluctuate.
The values of IPS generally fluctuate in response to changes in real interest rates, which are
in turn tied to the relationship between nominal interest rates and the rate of inflation. If
inflation were to rise at a faster rate than nominal interest rates, real interest rates might
decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were to
increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in
the value of IPS. If inflation is lower than expected during the period a Fund holds IPS, a Fund
may earn less on the IPS than on a conventional bond. If interest rates rise due to reasons other
than inflation (for example, due to changes in the currency exchange rates), investors in IPS may
not be protected to the extent that the increase is not reflected in the bonds inflation measure.
There can be no assurance that the inflation index for IPS will accurately measure the real rate of
inflation in the prices of goods and services.
The
U.S. Treasury utilizes the CPIU as the measurement of inflation,
while other issuers of IPS may use different indices as the measure
of inflation.
Any increase in principal value of IPS caused by an increase in the CPIU is taxable in the year the
increase occurs, even though an Underlying Fund holding IPS will not receive cash representing the
increase at that time. As a result, an Underlying Fund could be required at times to liquidate
other investments, including when it is not advantageous to do so, in order to satisfy its
distribution requirements as a regulated investment company.
If an Underlying Fund invests in IPS, it will be required to treat as original issue discount
any increase in the principal amount of the securities that occurs during the course of its taxable
year. If an Underlying Fund purchases such inflation protected securities that are issued in
stripped form either as stripped bonds or coupons, it will be treated as if it had purchased a
newly issued debt instrument having original issue discount.
Because an Underlying Fund is required to distribute substantially all of its net investment
income (including accrued original issue discount), an Underlying Funds investment in either zero
coupon bonds or IPS may require an Underlying Fund to distribute to shareholders an amount greater
than the total cash income it actually receives. Accordingly, in order to make the required
distributions, an Underlying Fund may be required to borrow or liquidate securities.
B-22
Bank Obligations
Certain of the Underlying Funds may invest in debt obligations issued or guaranteed by U.S. or
foreign banks. Bank obligations, including without limitation, time deposits, bankers acceptances
and certificates of deposit, may be general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by government regulation.
Banks are subject to extensive but different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates which may be charged. In addition,
the profitability of the banking industry is largely dependent upon the availability and cost of
funds for the purpose of financing lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in the operations of this industry.
Certificates of deposit are certificates evidencing the obligation
of a bank to repay funds deposited with it for a specified period of
time at a specified rate. Certificates of deposit are negotiable
instruments and are similar to saving deposits but have a definite
maturity and are evidenced by a certificate instead of a passbook
entry. Banks are required to keep reserves against all certificates
of deposit. Fixed time deposits are bank obligations payable at a
stated maturity date and bearing interest at a fixed rate. Fixed time
deposits may be withdrawn on the demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon
market conditions and the remaining maturity of the obligation.
Deferred Interest, Pay-in-Kind and Capital Appreciation Bonds
Certain of the Underlying Funds expect to invest in deferred interest and capital appreciation
bonds and pay-in-kind (PIK) securities. Deferred interest and capital appreciation bonds are debt
securities issued or sold at a discount from their face value and which do not entitle the holder
to any periodic payment of interest prior to maturity or a specified date. The original issue
discount varies depending on the time remaining until maturity or cash payment date, prevailing
interest rates, the liquidity of the security and the perceived credit quality of the issuer. These
securities also may take the form of debt securities that have been stripped of their unmatured
interest coupons, the coupons themselves or receipts or certificates representing interests in such
stripped debt obligations or coupons. The market prices of deferred interest, capital appreciation
bonds and PIK securities generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in interest rates than interest
bearing securities having similar maturities and credit quality.
PIK securities may be debt obligations or preferred shares that provide the issuer with the
option of paying interest or dividends on such obligations in cash or in the form of additional
securities rather than cash. Similar to zero coupon bonds and deferred interest bonds, PIK
securities are designed to give an issuer flexibility in managing cash flow. PIK securities that
are debt securities can either be senior or subordinated debt and generally trade flat (
i.e.
,
without accrued interest). The trading price of PIK debt securities generally reflects the market
value of the underlying debt plus an amount representing accrued interest since the last interest
payment.
Deferred interest, capital appreciation and PIK securities involve the additional risk that,
unlike securities that periodically pay interest to maturity, an Underlying Fund will realize no
cash until a specified future payment date unless a portion of such securities is sold and, if the
issuer of such securities defaults, an Underlying Fund may obtain no return at all on its
investment. In addition, even though such securities do not provide for the payment of current
interest in cash, the Underlying Funds are nonetheless required to accrue income on such
B-23
investments for each taxable year and generally are required to distribute such accrued
amounts (net of deductible expenses, if any) to avoid being subject to tax. Because no cash is
generally received at the time of the accrual, an Underlying Fund may be required to liquidate
other portfolio securities to obtain sufficient cash to satisfy federal tax distribution
requirements applicable to the Underlying Fund. A portion of the discount with respect to stripped
tax-exempt securities or their coupons may be taxable.
Zero Coupon Bonds
Certain Underlying Funds investments in fixed income securities may include zero coupon
bonds. Zero coupon bonds are debt obligations issued or purchased at a discount from face value.
The discount approximates the total amount of interest the bonds would have accrued and compounded
over the period until maturity. Zero coupon bonds do not require the periodic payment of interest.
Such investments benefit the issuer by mitigating its need for cash to meet debt service but also
require a higher rate of return to attract investors who are willing to defer receipt of such cash.
Such investments may experience greater volatility in market value than debt obligations which
provide for regular payments of interest. In addition, if an issuer of zero coupon bonds held by an
Underlying Fund defaults, the Underlying Fund may obtain no return at all on its investment. An
Underlying Fund will accrue income on such investments for each taxable year which (net of
deductible expenses, if any) is distributable to shareholders and which, because no cash is
generally received at the time of accrual, may require the liquidation of other portfolio
securities to obtain sufficient cash to satisfy the Underlying Funds distribution obligations.
Variable and Floating Rate Securities
The interest rates payable on certain fixed income securities in which an Underlying Fund may
invest are not fixed and may fluctuate based upon changes in market rates. A variable rate
obligation has an interest rate which is adjusted at pre-designated periods in response to changes
in the market rate of interest on which the interest rate is based. Variable and floating rate
obligations are less effective than fixed rate instruments at locking in a particular yield.
Nevertheless, such obligations may fluctuate in value in response to interest rate changes if there
is a delay between changes in market interest rates and the interest
reset date for the obligation, or for other reasons.
Permissible investments for certain of the Underlying Funds include inverse floating rate debt
instruments (inverse floaters), including leveraged inverse floaters. The interest rate on
inverse floaters resets in the opposite direction from the market rate of interest to which the
inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that
its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate
of interest. The higher the degree of leverage inherent in inverse floaters is associated with
greater volatility in their market values. Accordingly, the duration of an inverse floater may
exceed its stated final maturity. Certain inverse floaters may be deemed to be illiquid securities
for purposes of each Funds limitation on illiquid investments.
B-24
Custodial Receipts and Trust Certificates
Each
Underlying Fund
may invest in custodial receipts and trust certificates (which may be
underwritten by securities dealers or banks), representing interests in securities held by a
custodian or trustee. The securities so held may include U.S. Government Securities, Municipal
Securities or other types of securities in which an Underlying Fund may invest. The custodial
receipts or trust certificates are underwritten by securities dealers or banks and may evidence
ownership of future interest payments, principal payments or both on the underlying securities, or,
in some cases, the payment obligation of a third party that has entered into an interest rate swap
or other arrangement with the custodian or trustee. For certain securities law purposes, custodial
receipts and trust certificates may not be considered obligations of the U.S. government or other
issuer of the securities held by the custodian or trustee. As a holder of custodial receipts and
trust certificates, an Underlying Fund will bear its proportionate share of the fees and expenses
charged to the custodial account or trust. The Underlying Funds may also invest in separately
issued interests in custodial receipts and trust certificates.
Although under the terms of a custodial receipt or trust certificate an Underlying Fund would
be typically authorized to assert its rights directly against the issuer of the underlying
obligation, the Underlying Fund could be required to assert through the custodian bank or trustee
those rights as may exist against the underlying issuers. Thus, in the event an underlying issuer
fails to pay principal and/or interest when due, an Underlying Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if the Underlying Fund
had purchased a direct obligation of the issuer. In addition, in the event that the trust or
custodial account in which the underlying securities have been deposited is determined to be an
association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying
securities would be reduced in recognition of any taxes paid.
Certain custodial receipts and trust certificates may be synthetic or derivative instruments
that have interest rates that reset inversely to changing short-term rates and/or have embedded
interest rate floors and caps that require the issuer to pay an adjusted interest rate if market
rates fall below or rise above a specified rate. Because some of these instruments represent
relatively recent innovations, and the trading market for these instruments is less developed than
the markets for traditional types of instruments, it is uncertain how these instruments will
perform under different economic and interest-rate scenarios. Also, because these instruments may
be leveraged, their market values may be more volatile than other types of fixed income instruments
and may present greater potential for capital gain or loss. The possibility of default by an issuer
or the issuers credit provider may be greater for these derivative instruments than for other
types of instruments. In some cases, it may be difficult to determine the fair value of a
derivative instrument because of a lack of reliable objective information and an established
secondary market for some instruments may not exist. In many cases, the Internal Revenue Service
(IRS) has not ruled on the tax treatment of the interest or payments received on the derivative
instruments and, accordingly, purchases of such instruments are based on the opinion of counsel to
the sponsors of the instruments.
B-25
Municipal Securities
Certain of the Underlying Funds may invest in bonds, notes and other instruments issued by or
on behalf of states, territories and possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or instrumentalities (Municipal Securities).
Dividends paid by the Underlying Funds that are derived from interest paid on both tax-exempt and
taxable Municipal Securities will be taxable to the Underlying Funds shareholders.
Municipal Securities are often issued to obtain funds for various public purposes including
refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining
funds to lend to other public institutions and facilities. Municipal Securities also include
certain private activity bonds or industrial development bonds, which are issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct or equip facilities
within a municipality for privately or publicly owned corporations.
The two principal classifications of Municipal Securities are general obligations and
revenue obligations. General obligations are secured by the issuers pledge of its full faith and
credit for the payment of principal and interest, although the characteristics and enforcement of
general obligations may vary according to the law applicable to the particular issuer. Revenue
obligations, which include, but are not limited to, private activity bonds, resource recovery
bonds, certificates of participation and certain municipal notes, are not backed by the credit and
taxing authority of the issuer, and are payable solely from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source. Nevertheless, the obligations of the issuer of a revenue obligation may be
backed by a letter of credit, guarantee or insurance. General obligations and revenue obligations
may be issued in a variety of forms, including commercial paper, fixed, variable and floating rate
securities, tender option bonds, auction rate bonds, zero coupon bonds, deferred interest bonds and
capital appreciation bonds.
In addition to general obligations and revenue obligations, there is a variety of hybrid and
special types of Municipal Securities. There are also numerous differences in the security of
Municipal Securities both within and between these two principal classifications.
An entire issue of Municipal Securities may be purchased by one or a small number of
institutional investors, including one or more Underlying Funds. Thus, the issue may not be said to
be publicly offered. Unlike some securities that are not publicly offered, a secondary market
exists for many Municipal Securities that were not publicly offered initially and such securities
may be readily marketable.
The credit rating assigned to Municipal Securities may reflect the existence of guarantees,
letters of credit or other credit enhancement features available to the issuers or holders of such
Municipal Securities.
B-26
The obligations of the issuer to pay the principal of and interest on a Municipal Security are
subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, that may be enacted
by Congress or state legislatures extending the time for payment of principal or interest or
imposing other constraints upon the enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of the issuer to pay when
due principal of or interest on a Municipal Security may be materially affected.
From time to time, proposals have been introduced before Congress for the purpose of
restricting or eliminating the federal income tax exemption for interest on Municipal Securities.
For example, under the Tax Reform Act of 1986, interest on certain private activity bonds must be
included in an investors federal alternative minimum taxable income, and corporate investors must
include all tax-exempt interest in their federal alternative minimum taxable income. The Trust
cannot predict what legislation, if any, may be proposed in the future in Congress as regards the
federal income tax status of interest on Municipal Securities or which proposals, if any, might be
enacted. Such proposals, if enacted, might materially and adversely affect the liquidity and value
of the Municipal Securities in an Underlying Funds portfolio.
Municipal Leases, Certificates of Participation and Other Participation Interests
.
Municipal Securities include leases, certificates of participation and other participation
interests. A municipal lease is an obligation in the form of a lease or installment purchase which
is issued by a state or local government to acquire equipment and facilities. Income from such
obligations is generally exempt from state and local taxes in the state of issuance. Municipal
leases frequently involve special risks not normally associated with general obligations or revenue
bonds. Leases and installment purchase or conditional sale contracts (which normally provide for
title to the leased asset to pass eventually to the governmental issuer) have evolved as a means
for governmental issuers to acquire property and equipment without meeting the constitutional and
statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be
inapplicable because of the inclusion in many leases or contracts of non-appropriation clauses
that relieve the governmental issuer of any obligation to make future payments under the lease or
contract unless money is appropriated for such purpose by the appropriate legislative body on a
yearly or other periodic basis. In addition, such leases or contracts may be subject to the
temporary abatement of payments in the event the issuer is prevented from maintaining occupancy of
the leased premises or utilizing the leased equipment. Although the obligations may be secured by
the leased equipment or facilities, the disposition of the property in the event of
non-appropriation or foreclosure might prove difficult, time consuming and costly, and result in a
delay in recovering or the failure to fully recover an Underlying Funds original investment. To
the extent that an Underlying Fund invests in unrated municipal leases or participates in such
leases, the credit quality rating and risk of cancellation of such unrated leases will be monitored
on an ongoing basis.
Certificates of participation represent undivided interests in municipal leases, installment
purchase agreements or other instruments. The certificates are typically issued by a trust or other
B-27
entity which has received an assignment of the payments to be made by the state or political
subdivision under such leases or installment purchase agreements.
Certain municipal lease obligations and certificates of participation may be deemed to be
illiquid for the purpose of an Underlying Funds limitation on investments in illiquid securities.
Other municipal lease obligations and certificates of participation acquired by an Underlying Fund
may be determined by its investment adviser, pursuant to guidelines adopted by the Trustees of the
Trust, to be liquid securities for the purpose of such limitation. In determining the liquidity of
municipal lease obligations and certificates of participation, the investment adviser will consider
a variety of factors including: (i) the willingness of dealers to bid for the security; (ii) the
number of dealers willing to purchase or sell the obligation and the number of other potential
buyers; (iii) the frequency of trades or quotes for the obligation; and (iv) the nature of the
marketplace trades. In addition, the investment adviser will consider factors unique to particular
lease obligations and certificates of participation affecting the marketability thereof. These
include the general creditworthiness of the issuer, the importance to the issuer of the property
covered by the lease and the likelihood that the marketability of the obligation will be maintained
throughout the time the obligation is held by an Underlying Fund.
Certain Underlying Funds may purchase participations in Municipal Securities held by a
commercial bank or other financial institution. Such participations provide an Underlying Fund with
the right to a
pro rata
undivided interest in the underlying Municipal Securities. In addition,
such participations generally provide an Underlying Fund with the right to demand payment, on not
more than seven days notice, of all or any part of such Funds participation interest in the
underlying Municipal Securities, plus accrued interest. An Underlying Fund will only invest in such
participations if, in the opinion of bond counsel, counsel for the issuers of such participations
or counsel selected by the investment advisors, the interest from such participation is exempt from
regular federal income tax.
Auction Rate Securities
. Municipal Securities also include auction rate Municipal
Securities and auction rate preferred securities issued by closed-end investment companies that
invest primarily in Municipal Securities (collectively, auction rate securities). Provided that
the auction mechanism is successful, auction rate securities usually permit the holder to sell the
securities in an auction at par value at specified intervals. The dividend is reset by Dutch
auction in which bids are made by broker-dealers and other institutions for a certain amount of
securities at a specified minimum yield. The dividend rate set by the auction is the lowest
interest or dividend rate that covers all securities offered for sale. While this process is
designed to permit auction rate securities to be traded at par value, there is some risk that an
auction will fail due to insufficient demand for the securities.
An Underlying Funds investments in auction rate securities of closed-end funds are subject to
the limitations prescribed by the Act. An Underlying Fund will indirectly bear its proportionate
share of any management and other fees paid by such closed-end funds in addition to the advisory
fees payable directly by the Underlying Funds.
B-28
Other Types of Municipal Securities
. Other types of Municipal Securities in which
certain of the Underlying Funds may invest include municipal notes, tax-exempt commercial paper,
pre-refunded municipal bonds, industrial development bonds, tender option bonds and insured
municipal obligations.
Call Risk and Reinvestment Risk
. Municipal Securities may include call provisions
which permit the issuers of such securities, at any time or after a specified period, to redeem the
securities prior to their stated maturity. In the event that Municipal Securities held in an
Underlying Funds portfolio are called prior to the maturity, the Underlying Fund will be required
to reinvest the proceeds on such securities at an earlier date and may be able to do so only at
lower yields, thereby reducing the Underlying Funds return on its portfolio securities.
Mortgage Loans and Mortgage-Backed Securities
General Characteristics
. Certain of the Underlying Funds may invest in Mortgage-Backed
Securities as described in the Prospectuses. Each mortgage pool underlying Mortgage-Backed
Securities consists of mortgage loans evidenced by promissory notes secured by first mortgages or
first deeds of trust or other similar security instruments creating a first lien on owner occupied
and non owner occupied one-unit to four-unit residential properties, multi-family (
i.e.
, five or
more) properties, agricultural properties, commercial properties and mixed use properties (the
Mortgaged Properties). The Mortgaged Properties may consist of detached individual dwelling
units, multi-family dwelling units, individual condominiums, townhouses, duplexes, triplexes,
fourplexes, row houses, individual units in planned unit developments and other attached dwelling
units. The Mortgaged Properties may also include residential investment properties and second
homes.
The investment characteristics of adjustable and fixed rate Mortgage-Backed Securities differ
from those of traditional fixed income securities. The major differences include the payment of
interest and principal on Mortgage-Backed Securities on a more frequent (usually monthly) schedule,
and the possibility that principal may be prepaid at any time due to prepayments on the underlying
mortgage loans or other assets. These differences can result in significantly greater price and
yield volatility than is the case with traditional fixed income securities. As a result, if an
Underlying Fund purchases Mortgage-Backed Securities at a premium, a faster than expected
prepayment rate will reduce both the market value and the yield to maturity from those which were
anticipated. A prepayment rate that is slower than expected will have the opposite effect of
increasing yield to maturity and market value. Conversely, if an Underlying Fund purchases
Mortgage-Backed Securities at a discount, faster than expected prepayments will increase, while
slower than expected prepayments will reduce yield to maturity and market values. To the extent
that an Underlying Fund invests in Mortgage-Backed Securities, its investment adviser may seek to
manage these potential risks by investing in a variety of Mortgage-Backed Securities and by using
certain hedging techniques.
Adjustable Rate Mortgage Loans (ARMs)
. ARMs generally provide for a fixed initial
mortgage interest rate for a specified period of time. Thereafter, the interest rates (the
Mortgage Interest Rates) may be subject to periodic adjustment based on changes in the applicable
index
B-29
rate (the Index Rate). The adjusted rate would be equal to the Index Rate plus a fixed
percentage spread over the Index Rate established for each ARM at the time of its origination. ARMs
allow an Underlying Fund to participate in increases in interest rates through periodic increases
in the securities coupon rates. During periods of declining interest rates, coupon rates may
readjust downward resulting in lower yields to an Underlying Fund.
Adjustable interest rates can cause payment increases that some mortgagors may find difficult
to make. However, certain ARMs may provide that the Mortgage Interest Rate may not be adjusted to a
rate above an applicable lifetime maximum rate or below an applicable lifetime minimum rate for
such ARM. Certain ARMs may also be subject to limitations on the maximum amount by which the
Mortgage Interest Rate may adjust for any single adjustment period (the Maximum Adjustment).
Other ARMs (Negatively Amortizing ARMs) may provide instead or as well for limitations on changes
in the monthly payment on such ARMs. Limitations on monthly payments can result in monthly payments
which are greater or less than the amount necessary to amortize a Negatively Amortizing ARM by its
maturity at the Mortgage Interest Rate in effect in any particular month. In the event that a
monthly payment is not sufficient to pay the interest accruing on a Negatively Amortizing ARM, any
such excess interest is added to the principal balance of the loan, causing negative amortization,
and will be repaid through future monthly payments. It may take borrowers under Negatively
Amortizing ARMs longer periods of time to build up equity and may increase the likelihood of
default by such borrowers. In the event that a monthly payment exceeds the sum of the interest
accrued at the applicable Mortgage Interest Rate and the principal payment which would have been
necessary to amortize the outstanding principal balance over the remaining term of the loan, the
excess (or accelerated amortization) further reduces the principal balance of the ARM. Negatively
Amortizing ARMs do not provide for the extension of their original maturity to accommodate changes
in their Mortgage Interest Rate. As a result, unless there is a periodic recalculation of the
payment amount (which there generally is), the final payment may be substantially larger than the
other payments. These limitations on periodic increases in interest rates and on changes in monthly
payments protect borrowers from unlimited interest rate and payment increases but may result in
increased credit exposure and prepayment risks for lenders.
ARMs also have the risk of prepayments. The rate of principal prepayments with respect to ARMs
has fluctuated in recent years. The value of Mortgage-Backed Securities that are structured as pass
through mortgage securities that are collateralized by ARMs are less likely to rise during periods
of declining interest rates to the same extent as fixed rate securities. Accordingly, ARMs may be
subject to a greater rate of principal repayments in a declining interest rate environment
resulting in lower yields to an Underlying Fund. For example, if prevailing interest rates fall
significantly, ARMs could be subject to higher prepayment rates (than if prevailing interest rates
remain constant or increase) because the availability of low fixed-rate mortgages may encourage
mortgagors to refinance their ARMs to lock-in a fixed-rate mortgage. On the other hand, during
periods of rising interest rates, the value of ARMs will lag behind changes in the market rate.
ARMs are also typically subject to maximum increases and decreases in the interest rate adjustment
which can be made on any one adjustment date, in any one year, or during the life of the security.
In the event of dramatic increases or decreases in
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prevailing market interest rates, the value of an Underlying Funds investment in ARMs may
fluctuate more substantially since these limits may prevent the security from fully adjusting its
interest rate to the prevailing market rates. As with fixed-rate mortgages, ARM prepayment rates
vary in both stable and changing interest rate environments.
There are two main categories of indices which provide the basis for rate adjustments on ARMs:
those based on U.S. Treasury securities and those derived from a calculated measure, such as a cost
of funds index or a moving average of mortgage rates. Commonly utilized indices include the one-
year, three-year and five-year constant maturity Treasury rates, the three-month Treasury bill
rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities, the 11th District
Federal Home Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month,
three-month, six-month or one-year London Interbank Offered Rate, the prime rate of a specific bank
or commercial paper rates. Some indices, such as the one-year constant maturity Treasury rate,
closely mirror changes in market interest rate levels. Others, such as the 11th District Federal
Home Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels and tend to be
somewhat less volatile. The degree of volatility in the market value of an Underlying Funds
portfolio that holds ARMs and, therefore, in the net asset value of such Underlying Funds shares,
will be a function of the length of the interest rate reset periods and the degree of volatility in
the applicable indices.
Fixed-Rate Mortgage Loans
. Generally, fixed-rate mortgage loans included in a mortgage
pool (the Fixed-Rate Mortgage Loans) will bear simple interest at fixed annual rates and have
original terms to maturity ranging from 5 to 40 years. Fixed-Rate Mortgage Loans generally provide
for monthly payments of principal and interest in substantially equal installments for the term of
the mortgage note in sufficient amounts to fully amortize principal by maturity, although certain
Fixed- Rate Mortgage Loans provide for a large final balloon payment upon maturity.
Legal Considerations of Mortgage Loans
. The following is a discussion of certain legal
and regulatory aspects of the mortgage loans. These regulations may impair the ability of a
mortgage lender to enforce its rights under the mortgage documents. These regulations may adversely
affect the Underlying Funds investments in Mortgage-Backed Securities (including those issued or
guaranteed by the U.S. government, its agencies or instrumentalities) by delaying the Underlying
Funds receipt of payments derived from principal or interest on mortgage loans affected by such
regulations.
1.
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Foreclosure
. A foreclosure of a defaulted mortgage loan may be delayed due to
compliance with statutory notice or service of process provisions, difficulties in locating
necessary parties or legal challenges to the mortgagees right to foreclose. Depending upon
market conditions, the ultimate proceeds of the sale of foreclosed property may not equal the
amounts owed on the Mortgage-Backed Securities.
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Furthermore, courts in some cases have imposed general equitable principles upon foreclosure
generally designed to relieve the borrower from the legal effect of default and have
required lenders to undertake affirmative and expensive actions to determine the causes for
the default and the likelihood of loan reinstatement.
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B-31
2.
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Rights of Redemption
. In some states, after foreclosure of a mortgage loan, the
borrower and foreclosed junior lienors are given a statutory period in which to redeem the
property, which right may diminish the mortgagees ability to sell the property.
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3.
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Legislative Limitations
. In addition to anti-deficiency and related legislation,
numerous other federal and state statutory provisions, including the federal bankruptcy laws
and state laws affording relief to debtors, may interfere with or affect the ability of a
secured mortgage lender to enforce its security interest. For example, a bankruptcy court may
grant the debtor a reasonable time to cure a default on a mortgage loan, including a payment
default. The court in certain instances may also reduce the monthly payments due under such
mortgage loan, change the rate of interest, reduce the principal balance of the loan to the
then-current appraised value of the related mortgaged property, alter the mortgage loan
repayment schedule and grant priority of certain liens over the lien of the mortgage loan. If
a court relieves a borrowers obligation to repay amounts otherwise due on a mortgage loan,
the mortgage loan servicer will not be required to advance such amounts, and any loss may be
borne by the holders of securities backed by such loans. In addition, numerous federal and
state consumer protection laws impose penalties for failure to comply with specific
requirements in connection with origination and servicing of mortgage loans.
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Due-on-Sale Provisions
. Fixed-rate mortgage loans may contain a so-called
due-on-sale clause permitting acceleration of the maturity of the mortgage loan if the
borrower transfers the property. The Garn-St. Germain Depository Institutions Act of 1982 sets
forth nine specific instances in which no mortgage lender covered by that Act may exercise a
due-on-sale clause upon a transfer of property. The inability to enforce a due-on-sale
clause or the lack of such a clause in mortgage loan documents may result in a mortgage loan
being assumed by a purchaser of the property that bears an interest rate below the current
market rate.
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Usury Laws
. Some states prohibit charging interest on mortgage loans in excess of
statutory limits. If such limits are exceeded, substantial penalties may be incurred and, in
some cases, enforceability of the obligation to pay principal and interest may be affected.
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Government Guaranteed Mortgage-Backed Securities
. There are several types of
government guaranteed Mortgage-Backed Securities currently available, including guaranteed mortgage
pass through certificates and multiple class securities, which include guaranteed Real Estate
Mortgage Investment Conduit Certificates (REMIC Certificates), other collateralized mortgage
obligations and stripped Mortgage-Backed Securities. An Underlying Fund is permitted to invest in
other types of Mortgage-Backed Securities that may be available in the future to the extent
consistent with its investment policies and objective.
An Underlying Funds investments in Mortgage-Backed Securities may include securities issued
or guaranteed by the U.S. Government or one of its agencies, authorities, instrumentalities or
sponsored enterprises, such as the Government National Mortgage Association (Ginnie Mae),
Federal National Mortgage Association (Fannie Mae) and Federal Home Loan
B-32
Mortgage Corporation (Freddie Mac). Ginnie Mae securities are backed by the full faith and
credit of the U.S. Government, which means that the U.S. Government guarantees that the interest
and principal will be paid when due. Fannie Mae and Freddie Mac securities are not backed by the
full faith and credit of the U.S. Government. Fannie Mae and Freddie Mac have the ability to borrow
from the U.S. Treasury, and as a result, they are generally viewed by the market as high quality
securities with low risks. From time to time, proposals have been introduced before Congress
for the purpose of restricting or eliminating federal sponsorship of Fannie Mae and Freddie Mac
that issue guaranteed Mortgage-Backed Securities. The Trust cannot predict what legislation, if
any, may be proposed in the future in Congress as regards such sponsorship or which proposals, if
any, might be enacted. Such proposals, if enacted, might materially and adversely affect the
availability of government guaranteed Mortgage-Backed Securities and the liquidity and value of an
Underlying Funds portfolio.
There is risk that the U.S. Government will not provide financial support to its agencies,
authorities, instrumentalities or sponsored enterprises. An Underlying Fund may purchase U.S.
Government Securities that are not backed by the full faith and
credit of the U.S.
Government, such as those issued by Fannie Mae and Freddie Mac. The maximum potential liability of
the issuers of some U.S. Government Securities held by an Underlying Fund may greatly exceed such
issuers current resources, including such issuers legal right to support from the U.S. Treasury.
It is possible that these issuers will not have the funds to meet their payment obligations in the
future.
Ginnie Mae Certificates
. Ginnie Mae is a wholly-owned corporate instrumentality of the
United States. Ginnie Mae is authorized to guarantee the timely payment of the principal of and
interest on certificates that are based on and backed by a pool of mortgage loans insured by the
Federal Housing Administration (FHA), or guaranteed by the Veterans Administration (VA), or by
pools of other eligible mortgage loans. In order to meet its obligations under any guaranty, Ginnie
Mae is authorized to borrow from the United States Treasury in an unlimited amount. The National
Housing Act provides that the full faith and credit of the U.S. Government is pledged to the timely
payment of principal and interest by Ginnie Mae of amounts due on Ginnie Mae certificates.
Fannie Mae Certificates
. Fannie Mae is a stockholder-owned corporation chartered under
an act of the United States Congress. Generally, Fannie Mae Certificates are issued and guaranteed
by Fannie Mae and represent an undivided interest in a pool of mortgage loans (a Pool) formed by
Fannie Mae. A Pool consists of residential mortgage loans either previously owned by Fannie Mae
or purchased by it in connection with the formation of the Pool. The mortgage loans may be either
conventional mortgage loans (
i.e.
, not insured or guaranteed by any U.S. Government agency) or
mortgage loans that are either insured by the FHA or guaranteed by the VA. However, the mortgage
loans in Fannie Mae Pools are primarily conventional mortgage loans. The lenders originating and
servicing the mortgage loans are subject to certain eligibility requirements established by Fannie
Mae.
B-33
Fannie Mae has certain contractual responsibilities. With respect to each Pool, Fannie Mae is
obligated to distribute scheduled installments of principal and interest after Fannie Maes
servicing and guaranty fee, whether or not received, to Certificate holders. Fannie Mae also is
obligated to distribute to holders of Certificates an amount equal to the full principal balance of
any foreclosed mortgage loan, whether or not such principal balance is actually recovered. The
obligations of Fannie Mae under its guaranty of the Fannie Mae Certificates are obligations solely
of Fannie Mae.
Freddie Mac Certificates
. Freddie Mac is a publicly held U.S. Government sponsored
enterprise. A principal activity of Freddie Mac currently is the purchase of first lien,
conventional, residential mortgage loans and participation interests in such mortgage loans and
their resale in the form of mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac
Certificate represents a
pro rata
interest in a group of mortgage loans or participations in
mortgage loans (a Freddie Mac Certificate group) purchased by Freddie Mac.
Freddie Mac guarantees to each registered holder of a Freddie Mac Certificate the timely
payment of interest at the rate provided for by such Freddie Mac Certificate (whether or not
received on the underlying loans). Freddie Mac also guarantees to each registered Certificate
holder ultimate collection of all principal of the related mortgage loans, without any offset or
deduction, but does not, generally, guarantee the timely payment of scheduled principal. The
obligations of Freddie Mac under its guaranty of Freddie Mac Certificates are obligations solely of
Freddie Mac.
The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of
adjustable rate or fixed-rate mortgage loans with original terms to maturity of up to forty years.
These mortgage loans are usually secured by first liens on one-to-four-family
residential properties or multi family projects. Each mortgage loan must meet the applicable
standards set forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group
may include whole loans, participation interests in whole loans, undivided interests in whole loans
and participations comprising another Freddie Mac Certificate group.
Conventional Mortgage Loans
. The conventional mortgage loans underlying the Freddie
Mac and Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans normally
with original terms to maturity of between five and thirty years. Substantially all of these
mortgage loans are secured by first liens on one- to four-family residential properties or
multi-family projects. Each mortgage loan must meet the applicable standards set forth in the law
creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans,
participation interests in whole loans, undivided interests in whole loans and participations
comprising another Freddie Mac Certificate group.
Mortgage Pass-Through Securities
. As described in the Prospectuses, certain of the
Underlying Funds may invest in both government guaranteed and privately issued mortgage
pass-through securities (Mortgage Pass-Throughs); that is, fixed or adjustable rate
Mortgage-Backed Securities which provide for monthly payments that are a pass-through of the
monthly interest and principal payments (including any prepayments) made by the individual
borrowers
B-34
on the pooled mortgage loans, net of any fees or other amounts paid to any guarantor,
administrator and/or servicer of the underlying mortgage loans. The seller or servicer of the
underlying mortgage obligations will generally make representations and warranties to
certificate-holders as to certain characteristics of the mortgage loans and as to the accuracy of
certain information furnished to the trustee in respect of each such mortgage loan. Upon a breach
of any representation or warranty that materially and adversely affects the interests of the
related certificate-holders in a mortgage loan, the seller or servicer may be obligated either to
cure the breach in all material respects, to repurchase the mortgage loan or, if the related
agreement so provides, to substitute in its place a mortgage loan pursuant to the conditions set
forth therein. Such a repurchase or substitution obligation may constitute the sole remedy
available to the related certificate- holders or the trustee for the material breach of any such
representation or warranty by the seller or servicer.
The following discussion describes only a few of the wide variety of structures of Mortgage
Pass-Throughs that are available or may be issued.
Description of Certificates
. Mortgage Pass-Throughs may be issued in one or more
classes of senior certificates and one or more classes of subordinate certificates. Each such class
may bear a different pass-through rate. Generally, each certificate will evidence the specified
interest of the holder thereof in the payments of principal or interest or both in respect of the
mortgage pool comprising part of the trust fund for such certificates.
Any class of certificates may also be divided into subclasses entitled to varying amounts of
principal and interest. If a REMIC election has been made, certificates of such subclasses may be
entitled to payments on the basis of a stated principal balance and stated interest rate, and
payments among different subclasses may be made on a sequential, concurrent,
pro rata
or
disproportionate basis, or any combination thereof. The stated interest rate on any such subclass
of certificates may be a fixed rate or one which varies in direct or inverse relationship to an
objective interest index.
Generally, each registered holder of a certificate will be entitled to receive its
pro rata
share of monthly distributions of all or a portion of principal of the underlying mortgage loans or
of interest on the principal balances thereof, which accrues at the applicable mortgage
pass-through rate, or both. The difference between the mortgage interest rate and the related
mortgage pass-through rate (less the amount, if any, of retained yield) with respect to each
mortgage loan will generally be paid to the servicer as a servicing fee. Since certain ARMs
included in a mortgage pool may provide for deferred interest (
i.e.
, negative amortization), the
amount of interest actually paid by a mortgagor in any month may be less than the amount of
interest accrued on the outstanding principal balance of the related mortgage loan during the
relevant period at the applicable mortgage interest rate. In such event, the amount of interest
that is treated as deferred interest will generally be added to the principal balance of the
related mortgage loan and will be distributed
pro rata
to certificate-holders as principal of such
mortgage loan when paid by the mortgagor in subsequent monthly payments or at maturity.
B-35
Ratings
. The ratings assigned by a rating organization to Mortgage Pass-Throughs
address the likelihood of the receipt of all distributions on the underlying mortgage loans by the
related certificate holders under the agreements pursuant to which such certificates are issued. A
rating organizations ratings normally take into consideration the credit quality of the related
mortgage pool, including any credit support providers, structural and legal aspects associated with
such certificates, and the extent to which the payment stream on such mortgage pool is adequate to
make payments required by such certificates. A rating organizations ratings on such certificates
do not, however, constitute a statement regarding frequency of prepayments on the related mortgage
loans. In addition, the rating assigned by a rating organization to a certificate may not address
the remote possibility that, in the event of the insolvency of the issuer of certificates where a
subordinated interest was retained, the issuance and sale of the senior certificates may be
recharacterized as a financing and, as a result of such recharacterization, payments on such
certificates may be affected.
Credit Enhancement
. Mortgage pools created by non-governmental issuers generally offer
a higher yield than government and government-related pools because of the absence of direct or
indirect government or agency payment guarantees. To lessen the effect of failures by obligors on
underlying assets to make payments, Mortgage Pass-Throughs may contain elements of credit support.
Credit support falls generally into two categories: (i) liquidity protection and (ii) protection
against losses resulting from default by an obligor on the underlying assets. Liquidity protection
refers to the provision of advances, generally by the entity administering the pools of mortgages,
the provision of a reserve fund, or a combination thereof, to ensure, subject to certain
limitations, that scheduled payments on the underlying pool are made in a timely fashion.
Protection against losses resulting from default ensures ultimate payment of the obligations on at
least a portion of the assets in the pool. Such credit support can be provided by, among other
things, payment guarantees, letters of credit, pool insurance, subordination, or any combination
thereof.
Subordination; Shifting of Interest; Reserve Fund
. In order to achieve ratings on one
or more classes of Mortgage Pass-Throughs, one or more classes of certificates may be subordinate
certificates which provide that the rights of the subordinate certificate-holders to receive any or
a specified portion of distributions with respect to the underlying mortgage loans may be
subordinated to the rights of the senior certificate-holders. If so structured, the subordination
feature may be enhanced by distributing to the senior certificate-holders on certain distribution
dates, as payment of principal, a specified percentage (which generally declines over time) of all
principal payments received during the preceding prepayment period (shifting interest credit
enhancement). This will have the effect of accelerating the amortization of the senior
certificates while increasing the interest in the trust fund evidenced by the subordinate
certificates. Increasing the interest of the subordinate certificates relative to that of the
senior certificates is intended to preserve the availability of the subordination provided by the
subordinate certificates. In addition, because the senior certificate-holders in a shifting
interest credit enhancement structure are entitled to receive a percentage of principal prepayments
which is greater than their proportionate interest in the trust fund, the rate of principal
prepayments on
B-36
the mortgage loans may have an even greater effect on the rate of principal payments and the
amount of interest payments on, and the yield to maturity of, the senior certificates.
In addition to providing for a preferential right of the senior certificate-holders to receive
current distributions from the mortgage pool, a reserve fund may be established relating to such
certificates (the Reserve Fund). The Reserve Fund may be created with an initial cash deposit by
the originator or servicer and augmented by the retention of distributions otherwise available to
the subordinate certificate-holders or by excess servicing fees until the Reserve Fund reaches a
specified amount.
The subordination feature, and any Reserve Fund, are intended to enhance the likelihood of
timely receipt by senior certificate-holders of the full amount of scheduled monthly payments of
principal and interest due to them and will protect the senior certificate-holders against certain
losses; however, in certain circumstances the Reserve Fund could be depleted and temporary
shortfalls could result. In the event the Reserve Fund is depleted before the subordinated amount
is reduced to zero, senior certificate-holders will nevertheless have a preferential right to
receive current distributions from the mortgage pool to the extent of the then outstanding
subordinated amount. Unless otherwise specified, until the subordinated amount is reduced to zero,
on any distribution date any amount otherwise distributable to the subordinate certificates or, to
the extent specified, in the Reserve Fund will generally be used to offset the amount of any losses
realized with respect to the mortgage loans (Realized Losses). Realized Losses remaining after
application of such amounts will generally be applied to reduce the ownership interest of the
subordinate certificates in the mortgage pool. If the subordinated amount has been reduced to zero,
Realized Losses generally will be allocated
pro rata
among all certificate-holders in proportion to
their respective outstanding interests in the mortgage pool.
Alternative Credit Enhancement
. As an alternative, or in addition to the credit
enhancement afforded by subordination, credit enhancement for Mortgage Pass-Throughs may be
provided by mortgage insurance, hazard insurance, by the deposit of cash, certificates of deposit,
letters of credit, a limited guaranty or by such other methods as are acceptable to a rating
agency. In certain circumstances, such as where credit enhancement is provided by guarantees or a
letter of credit, the security is subject to credit risk because of its exposure to an external
credit enhancement provider.
Voluntary Advances
. Generally, in the event of delinquencies in payments on the
mortgage loans underlying the Mortgage Pass-Throughs, the servicer
may agree to make advances of cash
for the benefit of certificate-holders, but generally will do so only to the extent that it
determines such voluntary advances will be recoverable from future payments and collections on the
mortgage loans or otherwise.
Optional Termination
. Generally, the servicer may, at its option with respect to any
certificates, repurchase all of the underlying mortgage loans remaining outstanding at such time as
the aggregate outstanding principal balance of such mortgage loans is less than a specified
percentage (generally 5-10%) of the aggregate outstanding principal balance of the mortgage loans
as of the cut off date specified with respect to such series.
B-37
Multiple
Class Mortgage-Backed Securities and Collateralized Mortgage
Obligations
. Certain of the
Underlying Funds may invest in multiple class securities including collateralized mortgage
obligations (CMOs) and REMIC Certificates. These securities may be issued by U.S. Government
agencies, instrumentalities or sponsored enterprises such as Fannie Mae or Freddie Mac or, to the
extent consistent with an Underlying Funds investment policies, by trusts formed by private
originators of, or investors in, mortgage loans, including savings and loan associations, mortgage
bankers, commercial banks, insurance companies, investment banks and special purpose subsidiaries
of the foregoing. In general, CMOs are debt obligations of a legal entity that are collateralized
by, and multiple class Mortgage-Backed Securities represent direct ownership interests in, a pool
of mortgage loans or Mortgage-Backed Securities the payments on which are used to make payments on
the CMOs or multiple class Mortgage-Backed Securities.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal
and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal
balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise
available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC Certificates and
also guarantees the payment of principal as payments are required to be made on the underlying
mortgage participation certificates (PCs). PCs represent undivided interests in specified level
payment, residential mortgages or participations therein purchased by Freddie Mac and placed in a
PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or deduction but the
receipt of the required payments may be delayed. Freddie Mac also guarantees timely payment of
principal of certain PCs.
CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie Mac are types of
multiple class Mortgage-Backed Securities. The REMIC Certificates represent beneficial ownership
interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or
Ginnie Mae guaranteed Mortgage-Backed Securities (the Mortgage Assets). The obligations of Fannie
Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations solely
of Fannie Mae or Freddie Mac, respectively.
CMOs and REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC
Certificates, often referred to as a tranche, is issued at a specific adjustable or fixed
interest rate and must be fully retired no later than its final distribution date. Principal
prepayments on the mortgage loans or the Mortgage Assets underlying the CMOs or REMIC Certificates
may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or accrues on all classes
of CMOs or REMIC Certificates on a monthly basis.
The principal of and interest on the Mortgage Assets may be allocated among the several
classes of CMOs or REMIC Certificates in various ways. In certain structures (known as sequential
pay CMOs or REMIC Certificates), payments of principal, including any principal
B-38
prepayments, on the Mortgage Assets generally are applied to the classes of CMOs or REMIC
Certificates in the order of their respective final distribution dates. Thus, no payment of
principal will be made on any class of sequential pay CMOs or REMIC Certificates until all other
classes having an earlier final distribution date have been paid in full.
Additional structures of CMOs and REMIC Certificates include, among others, parallel pay
CMOs and REMIC Certificates. Parallel pay CMOs or REMIC Certificates are those which are structured
to apply principal payments and prepayments of the Mortgage Assets to two or more classes
concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay
structures. These securities include accrual certificates (also known as Z-Bonds), which only
accrue interest at a specified rate until all other certificates having an earlier final
distribution date have been retired and are converted thereafter to an interest-paying security,
and planned amortization class (PAC) certificates, which are parallel pay REMIC Certificates that
generally require that specified amounts of principal be applied on each payment date to one or
more classes or REMIC Certificates (the PAC Certificates), even though all other principal
payments and prepayments of the Mortgage Assets are then required to be applied to one or more
other classes of the PAC Certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each payment date after interest due has been paid to all
classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable
on the next payment date. The PAC Certificate payment schedule is taken into account in calculating
the final distribution date of each class of PAC. In order to create PAC tranches, one or more
tranches generally must be created that absorb most of the volatility in the underlying mortgage
assets. These tranches tend to have market prices and yields that are much more volatile than other
PAC classes.
Stripped Mortgage-Backed Securities
. Certain of the Underlying Funds may invest in
stripped mortgage-backed securities (SMBS), which are derivative multiclass mortgage securities,
issued or guaranteed by the U.S. Government, its agencies or instrumentalities or, to the extent
consistent with an Underlying Funds investment policies, non-governmental originators. Certain
SMBS may not be readily marketable and will be considered illiquid for purposes of an Underlying
Funds limitation on investments in illiquid securities. An Underlying Funds investment adviser
may determine that SMBS which are U.S. Government Securities are liquid for purposes of each Funds
limitation on investments in illiquid securities. The market value of the class consisting entirely
of principal payments generally is unusually volatile in response to changes in interest rates. The
yields on a class of SMBS that receives all or most of the interest from Mortgage Assets are
generally higher than prevailing market yields on other Mortgage-Backed Securities because their
cash flow patterns are more volatile and there is a greater risk that the initial investment will
not be fully recouped.
B-39
Asset-Backed Securities
Certain
Underlying Funds may invest in asset-backed securities. Asset-backed securities represent participations in, or are secured by and payable from,
assets such as motor vehicle installment sales, installment loan contracts, leases of various types
of real and personal property, receivables from revolving credit (credit card) agreements and other
categories of receivables. Such assets are securitized through the use of trusts and special
purpose corporations. Payments or distributions of principal and interest may be guaranteed up to
certain amounts and for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the trust or corporation, or other credit
enhancements may be present.
Asset-backed securities are often
subject to more rapid repayment than their stated maturity date would indicate as a result of the
pass through of prepayments of principal on the underlying loans. During periods of declining
interest rates, prepayment of loans underlying asset-backed securities can be expected to
accelerate. Accordingly, an Underlying Funds ability to maintain positions in such securities will
be affected by reductions in the principal amount of such securities resulting from prepayments,
and its ability to reinvest the returns of principal at comparable yields is subject to generally
prevailing interest rates at that time. To the extent that an Underlying Fund invests in
asset-backed securities, the values of such Funds portfolio securities will vary with changes in
market interest rates generally and the differentials in yields among various kinds of asset-backed
securities.
Asset-backed securities present certain additional risks because asset-backed securities
generally do not have the benefit of a security interest in collateral that is comparable to
Mortgage Assets. Credit card receivables are generally unsecured and the debtors on such
receivables are entitled to the protection of a number of state and federal consumer credit laws,
many of which give such debtors the right to set-off certain amounts owed on the credit cards,
thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles
rather than residential real property. Most issuers of automobile receivables permit the loan
servicers to retain possession of the underlying obligations. If the servicer were to sell these
obligations to another party, there is a risk that the purchaser would acquire an interest superior
to that of the holders of the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state laws, the trustee
for the holders of the automobile receivables may not have a proper security interest in the
underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its
payment obligations, there is the possibility that, in some cases, an Underlying Fund will be
unable to possess and sell the underlying collateral and that an Underlying Funds recoveries on
repossessed collateral may not be available to support payments on the securities.
Futures Contracts and Options on Futures Contracts
Each
Underlying Fund (other than the Financial Square Prime Obligations
Fund) may purchase and sell futures contracts and may also purchase
and write options on futures contracts. The Structured Large Cap Value, Structured Large Cap
Growth and Structured Small Cap Equity Funds may only enter into such transactions
B-40
with respect to a representative index. The other Funds may purchase and sell futures
contracts based on various securities, securities indices, foreign currencies and other financial
instruments and indices. An Underlying Fund will engage in futures and related options
transactions, in order to seek to increase total return or to hedge against changes in interest
rates, securities prices or, to the extent an Underlying Fund invests in foreign securities,
currency exchange rates, or to otherwise manage its term structure, sector selection and duration
in accordance with its investment objective and policies. Each Underlying Fund may also enter into
closing purchase and sale transactions with respect to such contracts and options. The Trust, on
behalf of each Underlying Fund, has claimed an exclusion from the definition of the term commodity
pool operator under the Commodity Exchange Act and, therefore, is not subject to registration or
regulation as a pool operator under that Act with respect to the Underlying Funds. The investment
adviser of the Underlying Fixed Income Funds will also use futures contracts and options on futures
contracts to manage the Underlying Funds target duration in accordance with their benchmark or
benchmarks.
Futures contracts entered into by an Underlying Fund have historically been traded on U.S.
exchanges or boards of trade that are licensed and regulated by the Commodity Futures Trading
Commission (CFTC) or, with respect to certain Underlying Funds, on foreign exchanges. More
recently, certain futures may also be traded over-the-counter or on trading facilities such as
derivatives transaction execution facilities, exempt boards of trade or electronic trading
facilities that are licensed and/or regulated to varying degrees by the CFTC. Also, certain single
stock futures and narrow based security index futures may be traded over-the-counter or on
trading facilities such as contract markets, derivatives transaction execution facilities and
electronic trading facilities that are licensed and/or regulated to varying degrees by both the
CFTC and the SEC or on foreign exchanges.
Neither the CFTC, National Futures Association, SEC nor any domestic exchange regulates
activities of any foreign exchange or boards of trade, including the execution, delivery and
clearing of transactions, or has the power to compel enforcement of the rules of a foreign exchange
or board of trade or any applicable foreign law. This is true even if the exchange is formally
linked to a domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary depending on the
foreign country in which the foreign futures or foreign options transaction occurs. For these
reasons, an Underlying Funds investments in foreign futures or foreign options transactions may
not be provided the same protections in respect of transactions on United States exchanges. In
particular, persons who trade foreign futures or foreign options contracts may not be afforded
certain of the protective measures provided by the Commodity Exchange Act, the CFTCs regulations
and the rules of the National Futures Association and any domestic exchange, including the right to
use reparations proceedings before the CFTC and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. Similarly, these persons may not have the
protection of the U.S. securities laws.
Futures Contracts
. A futures contract may generally be described as an agreement
between two parties to buy and sell particular financial instruments or currencies for an agreed
B-41
price during a designated month (or to deliver the final cash settlement price, in the case of
a contract relating to an index or otherwise not calling for physical delivery at the end of
trading in the contract).
When interest rates are rising or securities prices are falling, an Underlying Fund can seek
to offset a decline in the value of its current portfolio securities through the sale of futures
contracts. When interest rates are falling or securities prices are rising, an Underlying Fund,
through the purchase of futures contracts, can attempt to secure better rates or prices than might
later be available in the market when it effects anticipated purchases. Similarly, certain
Underlying Funds may purchase and sell futures contracts on a specified currency in order to seek
to increase total return or to protect against changes in currency exchange rates. For example,
certain Underlying Funds may purchase futures contracts on foreign currency to establish the price
in U.S. dollars of a security quoted or denominated in such currency that such Fund has acquired or
expects to acquire. As another example, certain Underlying Funds may enter into futures
transactions to seek a closer correlation between the Underlying Funds overall currency exposures
and the currency exposures of the Underlying Funds performance benchmark.
Positions taken in the futures markets are not normally held to maturity, but are instead
liquidated through offsetting transactions which may result in a profit or a loss. While an
Underlying Fund will usually liquidate futures contracts on securities or currency in this manner,
an Underlying Fund may instead make or take delivery of the underlying securities or currency
whenever it appears economically advantageous for the Underlying Fund to do so. A clearing
corporation associated with the exchange on which futures on securities or currency are traded
guarantees that, if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies
. Hedging, by use of futures contracts, seeks to establish with more
certainty than would otherwise be possible the effective price or rate of return on portfolio securities or securities that an Underlying Fund owns or proposes to acquire or
the exchange rate of currencies in which portfolio securities are denominated or quoted. An
Underlying Fund may, for example, take a short position in the futures market by selling futures
contracts to seek to hedge against an anticipated rise in interest rates or a decline in market
prices or foreign currency rates that would adversely affect the U.S. dollar value of the
Underlying Funds portfolio securities. Such futures contracts may include contracts for the future
delivery securities held by an Underlying Fund or securities with characteristics similar to those
of an Underlying Funds portfolio securities. Similarly, certain Underlying Funds may sell futures
contracts on any currency in which its portfolio securities are quoted or denominated or sell
futures contracts on one currency to seek to hedge against fluctuations in the value of securities
quoted or denominated in a different currency if there is an established historical pattern of
correlation between the two currencies. If, in the opinion of an Underlying Funds investment
adviser, there is a sufficient degree of correlation between price trends for an Underlying Funds
portfolio securities and futures contracts based on other financial instruments, securities indices
or other indices, the Underlying Fund may also enter into such futures contracts as part of its
hedging strategy. Although under some circumstances prices of securities
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in an Underlying Funds portfolio may be more or less volatile than prices of such futures
contracts, its investment adviser will attempt to estimate the extent of this volatility difference
based on historical patterns and compensate for any such differential by having the Underlying Fund
enter into a greater or lesser number of futures contracts or by attempting to achieve only a
partial hedge against price changes affecting the Underlying Funds portfolio securities. When
hedging of this character is successful, any depreciation in the value of portfolio securities will
be substantially offset by appreciation in the value of the futures position. On the other hand,
any unanticipated appreciation in the value of an Underlying Funds portfolio securities would be
substantially offset by a decline in the value of the futures position.
On other occasions, an Underlying Fund may take a long position by purchasing such futures
contracts. This would be done, for example, when an Underlying Fund anticipates the subsequent
purchase of particular securities when it has the necessary cash, but expects the prices or
currency exchange rates then available in the applicable market to be less favorable than prices or
rates that are currently available.
Options on Futures Contracts
. The acquisition of put and call options on futures
contracts will give an Underlying Fund the right (but not the obligation), for a specified price,
to sell or to purchase, respectively, the underlying futures contract at any time during the option
period. As the purchaser of an option on a futures contract, an Underlying Fund obtains the benefit
of the futures position if prices move in a favorable direction but limits its risk of loss in the
event of an unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially
offset a decline in the value of an Underlying Funds assets. By writing a call option, an
Underlying Fund becomes obligated, in exchange for the premium, to sell a futures contract if the
option is exercised, which may have a value higher than the exercise price. The writing of a put
option on a futures contract generates a premium, which may partially offset an increase in the
price of securities that an Underlying Fund intends to purchase. However, an Underlying Fund
becomes obligated (upon exercise of the option) to purchase a futures contract if the option is
exercised, which may have a value lower than the exercise price. Thus, the loss incurred by an
Underlying Fund in writing options on futures is potentially unlimited and may exceed the amount of
the premium received. An Underlying Fund will incur transaction costs in connection with the
writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling
or purchasing an offsetting option on the same financial instrument. There is no guarantee that
such closing transactions can be effected. An Underlying Funds ability to establish and close out
positions on such options will be subject to the development and maintenance of a liquid market.
Other Considerations
. An Underlying Fund will engage in transactions in futures
contracts and related options from transactions only to the extent such transactions are consistent
with the requirements of the Internal Revenue Code of 1986, as amended (the Code) for maintaining
its qualification as a regulated investment company for federal income tax purposes.
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Transactions in futures contracts and options on futures involve brokerage costs, require
margin deposits and, in certain cases, require an Underlying Fund to segregate cash or liquid
assets in an amount equal to the underlying value of such contracts and options. An Underlying Fund
may cover its transactions in futures contracts and related options through the segregation of cash
or liquid assets or by other means, in any manner permitted by applicable law.
While transactions in futures contracts and options on futures may reduce certain risks, such
transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in a poorer overall performance for an
Underlying Fund than if it had not entered into any futures contracts or options transactions. When
futures contracts and options are used for hedging purposes, perfect correlation between an
Underlying Funds futures positions and portfolio positions will be impossible to achieve. In the
event of an imperfect correlation between a futures position and a portfolio position which is
intended to be protected, the desired protection may not be obtained and an Underlying Fund may be
exposed to risk of loss.
Perfect correlation between an Underlying Funds futures positions and portfolio positions
will be difficult to achieve, particularly where futures contracts based on individual equity or
corporate fixed income securities are currently not available. In addition, it is not possible for
an Underlying Fund to hedge fully or perfectly against currency fluctuations affecting the value of
securities quoted or denominated in foreign currencies because the value of such securities is
likely to fluctuate as a result of independent factors unrelated to currency fluctuations. The
profitability of an Underlying Funds trading in futures depends upon the ability of its investment
adviser to analyze correctly the futures markets.
Options on Securities and Securities Indices
Writing Covered Options
. Certain of the Underlying Funds may write (sell) covered call
and put options on any securities in which they may invest or on any securities index consisting of
securities in which it may invest. An Underlying Fund may purchase and write such options on
securities that are listed on national domestic securities exchanges or foreign securities
exchanges or traded in the over-the-counter market. A call option written by an Underlying Fund
obligates such Fund to sell specified securities to the holder of the option at a specified price
if the option is exercised at any time on or before the expiration date. Depending upon the type of call
option, the purchaser of a call option either (i) has the right to any appreciation in the value of
the security over a fixed price (the exercise price) on a certain date in the future (the
expiration date) or (ii) has the right to any appreciation in the value of the security over the
exercise price at any time prior to the expiration of the option. If the purchaser does not
exercise the option, an Underlying Fund pays the purchaser the difference between the price of the
security and the exercise price of the option. The premium, the exercise price and the market value
of the security determine the gain or loss realized by an Underlying Fund as the seller of the
call option. An Underlying Fund can also repurchase the call option prior to the expiration date,
ending its obligation. In this case, the cost of entering into closing purchase transactions will
determine the gain or loss realized by the Underlying Fund. All call options written by an
Underlying Fund are
B-44
covered, which means that such Fund will own the securities subject to the option as long as
the option is outstanding or such Fund will use the other methods described below. An Underlying
Funds purpose in writing covered call options is to realize greater income than would be realized
on portfolio securities transactions alone. However, an Underlying Fund may forego the opportunity
to profit from an increase in the market price of the underlying security.
A put option written by an Underlying Fund would obligate such Fund to purchase specified
securities from the option holder at a specified price if the option
is exercised on or before the expiration date. All put options written by an Underlying Fund would be
covered, which means that such Fund will segregate cash or liquid assets with a value at least
equal to the exercise price of the put option or will use the other
methods described below. The purpose of writing such options is to generate additional income for
the Underlying Fund. However, in return for the option premium, an Underlying Fund accepts the risk
that it may be required to purchase the underlying securities at a price in excess of the
securities market value at the time of purchase.
In the case of a call option, the option is covered if an Underlying Fund owns the
instrument underlying the call or has an absolute and immediate right to acquire that instrument
without additional cash consideration (or, if additional cash consideration is required, liquid
assets in such amount are segregated) upon conversion or exchange of other instruments held by it.
A call option is also covered if an Underlying Fund holds a call on the same instrument as the
option written where the exercise price of the option held is (i) equal to or less than the
exercise price of the option written, or (ii) greater than the exercise price of the option written
provided the Underlying Fund segregates liquid assets in the amount of the difference. An
Underlying Fund may also cover call options on securities by segregating cash or liquid assets, as
permitted by applicable law, with a value, when added to any margin on deposit, that is equal to
the market value of the securities in the case of a call option. A put option is also covered if an
Underlying Fund holds a put on the same instrument as the option written where the exercise price
of the option held is (i) equal to or higher than the exercise price of the option written, or (ii)
less than the exercise price of the option written provided the Underlying Fund segregates liquid
assets in the amount of the difference. An Underlying Fund may also
cover call options on securities try segregating cash or liquid
assets, as permitted by applicable law, with a value when added to
any margin on deposit, that is equal to the market value of the
securities in the case of a call option.
An Underlying Fund may also write (sell) covered call and put options on any securities index
comprised of securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options requires cash payments
and does not involve the actual purchase or sale of securities. In addition, securities index
options are designed to reflect price fluctuations in a group of securities or segment of the
securities market rather than price fluctuations in a single security.
An Underlying Fund may cover call options on a securities index by owning securities whose
price changes are expected to be similar to those of the underlying index, or by having an absolute
and immediate right to acquire such securities without additional cash consideration (or for
additional consideration which has been segregated by the Underlying Fund) upon
B-45
conversion or exchange of other securities held by it. An Underlying Fund may cover call and
put options on a securities index by segregating cash or liquid assets, as permitted by applicable
law, with a value when added to any margin on deposit that is equal to the market value of the
underlying securities in the case of a call option or the exercise price in the case of a put
option or by owning offsetting options as described above.
An Underlying Fund may terminate its obligations under an exchange-traded call or put option
by purchasing an option identical to the one it has written. Obligations under over-the-counter
options may be terminated only by entering into an offsetting transaction with the counterparty to
such option. Such purchases are referred to as closing purchase transactions.
Purchasing
Options
. Certain of the Underlying Funds may purchase put and
call options on securities in which they may invest or options on any securities index comprised of securities in
which they may invest. An Underlying Fund may also, to the extent that it invests in foreign
securities, purchase put and call options on foreign currencies. An Underlying Fund may also enter
into closing sale transactions in order to realize gains or minimize losses on options it had
purchased.
An Underlying Fund may purchase call options in anticipation of an increase in the market
value of securities of the type in which it may invest. The purchase of a call option would entitle
an Underlying Fund, in return for the premium paid, to purchase specified securities at a specified
price during the option period. An Underlying Fund would ordinarily realize a gain on the purchase
of a call option if, during the option period, the value of such securities exceeded the sum of the
exercise price, the premium paid and transaction costs; otherwise such an Underlying Fund would
realize either no gain or a loss on the purchase of the call option.
An Underlying Fund may purchase put options in anticipation of a decline in the market value
of securities in its portfolio (protective puts), or in securities in which it may invest. The
purchase of a put option would entitle an Underlying Fund, in exchange for the premium paid, to
sell specified securities at a specified price during the option period. The purchase of protective
puts is designed to offset or hedge against a decline in the market value of an Underlying Funds
securities. Put options may also be purchased by an Underlying Fund for the purpose of
affirmatively benefiting from a decline in the price of securities which it does not own. An
Underlying Fund would ordinarily realize a gain on the purchase of a call option if, during the
option period, the value of the underlying securities decreased below the exercise price
sufficiently to more than cover the premium and transaction costs; otherwise such an Underlying
Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on
the purchase of protective put options would tend to be offset by countervailing changes in the
value of the underlying portfolio securities.
An Underlying Fund would purchase put and call options on securities indices for the same
purposes as it would purchase options on individual securities. For a description of options on
securities indices, see Writing Covered Options above.
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Yield
Curve Options
. Each Underlying fixed income Fund (other than
Inflation Protected Securities and Financial Square Prime Obligations Funds) and the Real Estate Securities
Fund may enter into options on the yield spread or differential between two securities. Such
transactions are referred to as yield curve options. In contrast to other types of options, a
yield curve option is based on the difference between the yields of designated securities, rather
than the prices of the individual securities, and is settled through cash payments. Accordingly, a
yield curve option is profitable to the holder if this differential widens (in the case of a call)
or narrows (in the case of a put), regardless of whether the yields of the underlying securities
increase or decrease.
An Underlying Fund may purchase or write yield curve options for the same purposes as other
options on securities. For example, an Underlying Fund may purchase a call option on the yield
spread between two securities if the Underlying Fund owns one of the securities and anticipates
purchasing the other security and wants to hedge against an adverse change in the yield spread
between the two securities. An Underlying Fund may also purchase or write yield curve options in an
effort to increase current income if, in the judgment of its investment adviser, the Underlying
Fund will be able to profit from movements in the spread between the yields of the underlying
securities. The trading of yield curve options is subject to all of the risks associated with the
trading of other types of options. In addition, however, such options present risk of loss even if
the yield of one of the underlying securities remains constant, or if the spread moves in a
direction or to an extent which was not anticipated.
Yield curve options written by an Underlying Fund will be covered. A call (or put) option is
covered if an Underlying Fund holds another call (or put) option on the spread between the same two
securities and segregates cash or liquid assets sufficient to cover the Underlying Funds net
liability under the two options. Therefore, an Underlying Funds liability for such a covered
option is generally limited to the difference between the amount of the Underlying Funds liability
under the option written by the Underlying Fund less the value of the option held by the Underlying
Fund. Yield curve options may also be covered in such other manner as may be in accordance with the
requirements of the counterparty with which the option is traded and applicable laws and
regulations. Yield curve options are traded over-the-counter, and established trading markets for
these options may not exist.
Risks Associated with Options Transactions
. There is no assurance that a liquid
secondary market on a domestic or foreign options exchange will exist for any particular
exchange-traded option or at any particular time. If an Underlying Fund is unable to effect a
closing purchase transaction with respect to covered options it has written, the Underlying Fund
will not be able to sell the underlying securities or dispose of segregated assets until the
options expire or are exercised. Similarly, if an Underlying Fund is unable to effect a closing
sale transaction with respect to options it has purchased, it will have to exercise the options in
order to realize any profit and will incur transaction costs upon the purchase or sale of
underlying securities.
Reasons for the absence of a liquid secondary market on an exchange include the following: (i)
there may be insufficient trading interest in certain options; (ii) restrictions may be
B-47
imposed by an exchange on opening or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange;
(v) the facilities of an exchange or the Options Clearing Corporation may not at all times be
adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the trading of options (or
a particular class or series of options), in which event the secondary market on that exchange (or
in that class or series of options) would cease to exist, although outstanding options on that
exchange that had been issued by the Options Clearing Corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms.
There
can be no assurance that higher trading activity, order flow or other unforeseen events might, at times, render
certain of the facilities of the Options Clearing Corporation or various exchanges inadequate. Such
events have, in the past, resulted in the institution by an exchange of special procedures, such as
trading rotations, restrictions on certain types of order or trading halts or suspensions with
respect to one or more options. These special procedures may limit liquidity.
An Underlying Fund may purchase and sell both options that are traded on U.S. and foreign
exchanges and options traded over-the-counter with broker-dealers who make markets in these
options. The ability to terminate over-the-counter options is more limited than with
exchange-traded options and may involve the risk that broker-dealers participating in such
transactions will not fulfill their obligations.
Transactions by an Underlying Fund in options will be subject to
limitations established by each of the exchanges, boards of trade or other trading facilities on
which such options are traded governing the maximum number of options in each class which may be
written or purchased by a single investor or group of investors acting in concert regardless of
whether the options are written or purchased on the same or different exchanges, boards of trade or
other trading facilities or are held in one or more accounts or through one or more brokers. Thus,
the number of options which an Underlying Fund may write or purchase may be affected by options
written or purchased by other investment advisory clients of the Underlying Funds investment
advisers. An exchange, board of trade or other trading facility may order the liquidation of
positions found to be in excess of these limits, and it may impose certain other sanctions.
The writing and purchase of options is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary portfolio securities
transactions. The use of options to seek to increase total return involves the risk of loss if an
investment adviser is incorrect in its expectation of fluctuations in securities prices or interest
rates. The successful use of options for hedging purposes also depends in part on the ability of an
investment adviser to manage future price fluctuations and the degree of correlation between the
options and securities markets. If an investment adviser is incorrect in its expectation of changes
in securities prices or determination of the correlation between the securities indices on which
options are written and purchased and the securities in an Underlying Funds investment
B-48
portfolio, the Underlying Fund may incur losses that it would not otherwise incur. The writing
of options could increase an Underlying Funds portfolio turnover rate and, therefore, associated
brokerage commissions or spreads.
Warrants and Stock Purchase Rights
Certain of the Underlying Funds may invest a portion of their assets in warrants or rights
(including those acquired in units or attached to other securities) which entitle the holder to buy
equity securities at a specific price for a specific period of time. An Underlying Fund will invest
in warrants and rights only if such securities are deemed appropriate by its investment adviser for
investment by the Underlying Fund. Warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
Foreign Investments
The Real Estate Securities
Fund and International Real Estate Securities Fund invest in the
aggregate up to 15% and 100%, respectively, of their total assets in
foreign securities, including securities of issuers in emerging
countries. The Structured International Equity Fund invests primarily
in foreign securities under normal circumstances. The Global Income
Fund, High Yield Fund and Emerging
Markets Debt Fund may invest in foreign issuers, including fixed
income securities quoted or denominated in a currency other than U.S.
dollars. The Inflation Protected Securities Fund may invest in
foreign issuers. The Commodity Strategy Fund may invest its assets in
foreign securities, including securities of issuers in emerging
markets countries. Investments in foreign securities may offer potential benefits not available from investments
solely in U.S. dollar denominated or quoted securities of domestic issuers. Such benefits may
include the opportunity to invest in foreign issuers that appear, in the opinion of an Underlying
Funds investment adviser, to offer the potential for better long-term growth of capital and income
than investments in U.S. securities, the opportunity to invest in foreign countries with economic
policies or business cycles different from those of the United States and the opportunity to reduce
fluctuations in portfolio value by taking advantage of foreign securities markets that do not
necessarily move in a manner parallel to U.S. markets.
Investing in foreign securities also involves, however, certain special risks, including those
discussed in the Portfolios Prospectuses and those set forth below, which are not typically
associated with investing in U.S. dollar-denominated or quoted securities of U.S. issuers.
Investments in foreign securities usually involve currencies of foreign countries. Accordingly, an
Underlying Fund that invests in foreign securities may be affected favorably or unfavorably by
changes in currency rates and in exchange control regulations and may incur costs in connection
with conversions between various currencies. An Underlying Fund may be subject to currency exposure
independent of its securities positions. To the extent that an
Underlying Fund is fully invested in foreign securities while also
maintaining currency positions, it may be exposed to greater
combined risk.
Currency exchange rates may fluctuate significantly over short periods of time. They generally
are determined by the forces of supply and demand in the foreign exchange markets and the relative
merits of investments in different countries, actual or anticipated changes in interest rates and
other complex factors, as seen from an international perspective. Currency exchange rates also can
be affected unpredictably by intervention by U.S. or foreign governments or central banks or the
failure to intervene or by currency controls or political developments in the United States or
abroad. To the extent that a substantial portion of an Underlying Funds total assets, adjusted to
reflect the Underlying Funds net position after giving effect to currency transactions, is
denominated or quoted in the currencies of foreign countries, the Underlying Fund will be more
susceptible to the risk of adverse economic and political developments within those countries. In
addition, if the currency in which an Underlying Fund receives dividends, interest or other payment
declines in value against the U.S. dollar before such
B-49
income is distributed as dividends to shareholders or converted to U.S. dollars, the
Underlying Fund may have to sell portfolio securities to obtain sufficient cash to pay such
dividends.
Since foreign issuers generally are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable to U.S. companies,
there may be less publicly available information about a foreign company than about a comparable
U.S. company. Volume and liquidity in most foreign securities markets are less than in the United
States and securities of many foreign companies are less liquid and more volatile than securities
of comparable U.S. companies. The securities of foreign issuers may be listed on foreign securities
exchanges or traded in foreign over-the-counter markets. Fixed commissions on foreign securities
exchanges are generally higher than negotiated commissions on U.S. exchanges, although each
Underlying Fund endeavors to achieve the most favorable net results on its portfolio transactions.
There is generally less government supervision and regulation of foreign securities exchanges,
brokers, dealers and listed and unlisted companies than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. For example, there may be no
comparable provisions under certain foreign laws to insider trading
and similar investor protection securities laws that apply with
respect to securities transactions consummated in the U.S. Mail
Service between the U.S. and foreign countries may be slower or less
reliable than within the U.S., thus increasing the
risk of delayed settlement of portfolio transactions or loss of
certificates for portfolio securities.
Foreign markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. Such delays in
settlement could result in temporary periods when some of an Underlying Funds assets are
uninvested and no return is earned on such assets. The inability of an Underlying Fund to make
intended security purchases due to settlement problems could cause the Underlying Fund to miss
attractive investment opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to an Underlying Fund due to subsequent declines in value of
the portfolio securities or, if the Underlying Fund has entered into a contract to sell the
securities, could result in possible liability to the purchaser. In addition, with respect to
certain foreign countries, there is the possibility of expropriation or confiscatory taxation,
limitations on the movement of funds and other assets between different countries, political or
social instability, or diplomatic developments which could adversely affect an Underlying Funds
investments in those countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Certain
of the Underlying Funds may invest in markets where custodial and/or settlement systems are
not fully developed. The assets of the Underlying Fund that are traded in such markets and which
have been entrusted to such sub-custodians may be exposed to risk in circumstances where the
sub custodian will have no liability.
In
the case of certain Underlying Funds, investments in foreign
securities may take the form of
sponsored and unsponsored American Depositary Receipts
(ADRs), Global Depositary Receipts
(GDRs), European Depositary Receipts (EDRs) or other similar instruments
representing securities of foreign issuers (together, Depositary Receipts).
B-50
ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank
or a correspondent bank. ADRs are traded on domestic exchanges or in the U.S. over-the-counter
market and, generally, are in registered form. EDRs and GDRs are receipts evidencing an arrangement
with a non-U.S. bank similar to that for ADRs and are designed for use in the non-U.S. securities
markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.
To the extent an Underlying Fund acquires Depositary Receipts through banks which do not have
a contractual relationship with the foreign issuer of the security underlying the Depositary
Receipts to issue and service such unsponsored Depositary Receipts, there may be an increased
possibility that the Underlying Fund would not become aware of and be able to respond to corporate
actions such as stock splits or rights offerings involving the foreign issuer in a timely manner.
In addition, the lack of information may result in inefficiencies in the valuation of such
instruments. Investment in Depositary Receipts does not eliminate all the risks inherent in
investing in securities of non-U.S. issuers. The market value of Depositary Receipts is dependent
upon the market value of the underlying securities and fluctuations in the relative value of the
currencies in which the Depositary Receipts and the underlying securities are quoted. However, by
investing in Depositary Receipts, such as ADRs, that are quoted in U.S. dollars, an Underlying Fund
may avoid currency risks during the settlement period for purchases and sales.
As described more fully below, certain of the Underlying Funds may invest in countries with
emerging economies or securities markets. Political and economic structures in many of such
countries may be undergoing significant evolution and rapid development, and such countries may
lack the social, political and economic stability characteristic of more developed countries.
Certain of such countries may have in the past failed to recognize private property rights and have
at times nationalized or expropriated the assets of private companies. As a result, the risks
described above, including the risks of nationalization or expropriation of assets, may be
heightened. See Investing in Emerging Markets.
Investing
in Emerging Markets
. The Structured
International Equity and International Real Estate Securities Funds
are intended for long-term investors who can accept the risks associated with investing primarily
in equity and equity-related securities of foreign issuers, including emerging country issuers, as
well as the risks associated with investments quoted or denominated in foreign currencies. The Real
Estate Securities and Inflation Protected Securities Funds may invest, to a lesser extent, in equity and equity-related securities of
foreign issuers, including emerging country issuers. The Core Fixed Income, Global Income, High
Yield and Emerging Markets Debt Funds may invest in debt securities of foreign issuers, including
emerging country issuers, and in fixed income securities quoted or denominated in a currency other
than U.S. dollars. The High Yield Funds investments in emerging
markets are limited to 25% of its total assets.
Investments in securities of emerging market issuers involve special risks. The securities
markets of emerging countries are less liquid and subject to greater price volatility, and have a
smaller market capitalization, than the U.S. securities markets. In certain countries, there may be
B-51
fewer
publicly traded securities, and the market may be dominated by a few
issuers or sectors.
Issuers and securities markets in such countries are not subject to as extensive and frequent
accounting, financial and other reporting requirements or as comprehensive government regulations
as are issuers and securities markets in the U.S. In particular, the assets and profits appearing
on the financial statements of emerging country issuers may not reflect their financial position or
results of operations in the same manner as financial statements for U.S. issuers. Substantially
less information may be publicly available about emerging country issuers than is available about
issuers in the United States.
Emerging country securities markets are typically marked by a high concentration of market
capitalization and trading volume in a small number of issuers representing a limited number of
industries, as well as a high concentration of ownership of such securities by a limited number of
investors. The markets for securities in certain emerging countries are in the earliest stages of
their development. An Underlying Funds investments in emerging countries are subject to the risk
that the liquidity of particular instruments, or instruments generally in such countries, will
shrink or disappear suddenly and without warning as a result of adverse economic, market or
political conditions, or adverse investor perceptions, whether or not accurate. Even the markets
for relatively widely traded securities in emerging countries may not be able to absorb, without
price disruptions, a significant increase in trading volume or trades of a size customarily
undertaken by institutional investors in the securities markets of developed countries. The limited
size of many of the securities markets can cause prices to be erratic for reasons apart from
factors that affect the soundness and competitiveness of the securities issuers. For example,
prices may be unduly influenced by traders who control large positions in these markets.
Additionally, market making and arbitrage activities are generally less extensive in such markets,
which may contribute to increased volatility and reduced liquidity of such markets. The limited
liquidity of emerging country securities may also affect an Underlying Funds ability to accurately
value its portfolio securities or to acquire or dispose of such
securities at the price and times it
wishes to do so. The risks associated with reduced liquidity may be
particularly acute to the extent that an Underlying Fund needs cash in order to meet redemption requests, to pay dividends and other distributions
or to pay its expenses.
Transaction costs, including brokerage commissions or dealer mark-ups, in emerging countries
may be higher than in the United States and other developed securities markets. In addition,
existing laws and regulations are often inconsistently applied. As legal systems in emerging
countries develop, foreign investors may be adversely affected by new or amended laws and
regulations. In circumstances where adequate laws exist, it may not be possible to obtain swift and
equitable enforcement of the law.
With respect to investments in certain emerging market countries, antiquated legal systems may
have an adverse impact on the Underlying Funds. For example, while the potential liability of a
shareholder of a U.S. corporation with respect to acts of the corporation is generally limited to
the amount of the shareholders investment, the notion of limited liability is less clear in
certain emerging market countries. Similarly, the rights of investors in emerging market companies
may be more limited than those of shareholders of U.S. corporations.
B-52
Foreign investment in the securities markets of certain emerging countries is restricted or
controlled to varying degrees. These restrictions may limit an Underlying Funds investment in
certain emerging countries and may increase the expenses of the Underlying Fund. Certain emerging
countries require government approval prior to investments by foreign persons or limit investment
by foreign persons to only a specified percentage of an issuers outstanding securities or a
specific class of securities which may have less advantageous terms (including price) than
securities of the company available for purchase by nationals. In addition, the repatriation of
both investment income and capital from emerging countries may be subject to restrictions which
require governmental consents or prohibit repatriation entirely for a period of time. Even where
there is no outright restriction on repatriation of capital, the mechanics of repatriation may
affect certain aspects of the operation of an Underlying Fund. An Underlying Fund may be required
to establish special custodial or other arrangements before investing in certain emerging
countries.
Emerging countries may be subject to a substantially greater degree of economic, political and
social instability and disruption than is the case in the United States, Japan and most Western
European countries. This instability may result from, among other things, the following: (i)
authoritarian governments or military involvement in political and economic decision making,
including changes or attempted changes in governments through extra-constitutional means; (ii)
popular unrest associated with demands for improved political, economic or social conditions; (iii)
internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and
racial disaffection or conflict; and (vi) the absence of developed legal structures governing
foreign private investments and private property. Such economic, political and social instability
could disrupt the principal financial markets in which the Underlying Funds may invest and
adversely affect the value of the Underlying Funds assets. An Underlying Funds investments can
also be adversely affected by any increase in taxes or by political, economic or diplomatic
developments.
Certain
Underlying Funds may seek investment opportunities within former Eastern bloc countries in
Eastern Europe. Most Eastern European countries had a centrally planned, socialist economy for a
substantial period of time. The governments of many Eastern European countries have more recently
been implementing reforms directed at political and economic liberalization, including efforts to
decentralize the economic decision-making process and move towards a market economy. However,
business entities in many Eastern European countries do not have an extended history of operating
in a market-oriented economy, and the ultimate impact of Eastern European countries attempts to
move toward more market-oriented economies is currently unclear. In addition, any change in the
leadership or policies of Eastern European countries may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and adversely affect existing
investment opportunities.
The economies of emerging countries may differ unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital reinvestment, resources,
self sufficiency and balance of payments. Many emerging countries have experienced in the past,
and continue to experience, high rates of inflation. In certain countries inflation has at
B-53
times accelerated rapidly to hyperinflationary levels, creating a negative interest rate
environment and sharply eroding the value of outstanding financial assets in those countries. Other
emerging countries, on the other hand, have recently experienced deflationary pressures and are in
economic recessions. The economies of many emerging countries are heavily dependent upon
international trade and are accordingly affected by protective trade barriers and the economic
conditions of their trading partners. In addition, the economies of some emerging countries are
vulnerable to weakness in world prices for their commodity exports.
An Underlying Funds income and, in some cases, capital gains from foreign stocks and
securities will be subject to applicable taxation in certain of the countries in which it invests,
and treaties between the U.S. and such countries may not be available in some cases to reduce the
otherwise applicable tax rates. See Taxation.
Foreign markets also have different clearance and settlement procedures and in certain U.S.
markets, there have been times when settlements have been unable to keep pace with the volume of
securities transactions making it difficult to conduct such transactions. Delays in settlement
could result in temporary periods when a portion of an Underlying Funds assets is uninvested and
no return is earned thereon. The inability of an Underlying Fund to make intended security
purchases or sales due to settlement problems could result either in losses to the Underlying Fund
due to subsequent declines in value of the portfolio securities or, if the Underlying Fund has
entered into a contract to sell the securities, could result in possible liability of the
Underlying Fund to the purchaser. The creditworthiness of the local securities firms used by an
Underlying Fund in emerging countries may not be as sound as the creditworthiness of firms used in
more developed countries, thus subjecting Underlying Fund to a greater risk if a securities firm
defaults in the performance of its responsibilities.
Sovereign Debt Obligations.
Certain of the Underlying Funds
may invest in sovereign debt obligations. Investment in sovereign debt can involve a high degree of risk.
The governmental entity that controls the repayment of sovereign debt may not be able or willing
to repay the principal and/or interest when due in accordance with the terms of such debt.
A governmental entitys willingness or ability to repay principal and interest due in a timely
manner may be affected by, among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the governmental entitys
policy towards the International Monetary Fund and the political constraints to which a
governmental entity may be subject. Governmental entities may also be dependent on expected
disbursements from foreign governments, multilateral agencies and others abroad to reduce
principal and interest on their debt. The commitment on the part of these governments, agencies
and others to make such disbursements may be conditioned on a governmental entitys implementation
of economic reforms and/or economic performance and the timely service of such debtors
obligations. Failure to implement such reforms, achieve such levels of economic performance or
repay principal or interest when due may result in the cancellation of such third parties
commitments to lend funds to the governmental entity, which may further impair such debtors
ability or willingness to services its debts in a timely manner. Consequently, governmental
entities may default on their sovereign debt. Holders of sovereign debt (including an
Underlying Fund) may be requested to participate in the rescheduling of such debt and to
extend further loans to governmental agencies.
Emerging country governmental issuers are among the largest debtors to commercial banks,
foreign governments, international financial organizations and other financial institutions.
Certain emerging country governmental issuers have not been able to make payments of interest
on or principal of debt obligations as those payments have come due. Obligations arising from
past restructuring agreements may affect the economic performance and political and social
stability of those issuers.
The ability of emerging country governmental issuers to make timely payments on their obligations
is likely to be influenced strongly by the issuers balance of payments, including export performance, and its access to international credits and investments. An emerging country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of those commodities. Increased protectionism on the part of an emerging countrys trading partners could also adversely affect the countrys exports and tarnish its trade account surplus, if any. To the extent that emerging countries receive payment for their exports in currencies other than dollars or non-emerging country currencies, the emerging country issuers ability to make debt payments denominated in dollars or non-emerging market currencies could be affected.
To the extent that an emerging country cannot generate a trade surplus, it must depend on
continuing loans from foreign governments, multilateral organizations or private commercial banks,
aid payments from foreign governments and on inflows of foreign investment. The access of emerging
countries to these forms of external funding may not be certain, and a withdrawal of external
funding could adversely affect the capacity of emerging country governmental issuers to make
payments on their obligations. In addition, the cost of servicing emerging country debt
obligations can be affected by a change in international interest rates since the majority
of these obligations carry interest rates that are adjusted periodically based upon international
rates.
Another factor bearing on the ability of emerging countries to repay debt obligations is
the level of international reserves of a country. Fluctuations in the level of these reserves
affect the amount of foreign exchange readily available for external debt payments and thus could
have a bearing on the capacity of emerging countries to make payments on these debt obligations.
As a result of the foregoing or other factors, a governmental obligor, especially in an
emerging country, may default on its obligations. If such an event occurs, an Underlying
Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must,
in some cases, be pursued in the courts of the defaulting party itself, and the ability of
the holder of foreign sovereign debt securities to obtain recourse may be subject to the
political climate in the relevant country. In addition, no assurance can be given that the
holders of commercial bank debt will not contest payments to the holders of other foreign
sovereign debt obligations in the event of default under the commercial bank loan agreements.
B-54
Brady Bonds.
Certain foreign debt obligations, customarily referred to as Brady Bonds, are
created through the exchange of existing commercial bank loans to foreign entities for new
obligations in connection with debt restructuring under a plan introduced by former U.S. Secretary
of the Treasury, Nicholas F. Brady (the Brady Plan). Brady Bonds may be fully or partially
collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar
denominated). In the event of a default on collateralized Brady Bonds for which obligations are
accelerated, the collateral for the payment of principal will not be distributed to investors, nor
will such obligations be sold and the proceeds distributed. The collateral will be held by the
collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be
outstanding, at which time the face amount of the collateral will equal the principal payments
which would have then been due on the Brady Bonds in the normal course. In light of the residual
risk of the Brady Bonds and, among other factors, the history of default with respect to commercial
bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady
Bonds may be speculative.
Investing in Central and South American Countries
A significant portion of the Emerging Markets Debt Funds portfolio may be invested in issuers
located in Central and South American countries. The economies of Central and South American
countries have experienced considerable difficulties in the past decade, including high inflation
rates, high interest rates and currency devaluations. As a result, Central and South American
securities markets have experienced great volatility. In addition, a number of Central and South
American countries are among the largest emerging country debtors. There have been moratoria on,
and reschedulings of, repayment with respect to these debts. Such events can restrict the
flexibility of these debtor nations in the international markets and result in the imposition of
onerous conditions on their economies.
In the past, many Central and South American countries have experienced substantial, and in
some periods extremely high, rates of inflation for many years. High inflation rates have also led
to high interest rates. Inflation and rapid fluctuations in inflation rates have had, and could, in
the future, have very negative effects on the economies and securities markets of certain Central
and South American countries. Many of the currencies of Central and South American countries have
experienced steady devaluation relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. Any devaluations in the currencies in which the Funds
portfolio securities are denominated may have a detrimental impact on the Fund. There is also a
risk that certain Central and South American countries may restrict the free conversion of their
currencies into other currencies. Some Central and South American countries may have managed
currencies which are not free floating against the U.S. dollar. This type of system can lead to
sudden and large adjustments in the currency that, in turn, can have a disruptive and negative
effect on foreign investors. Certain Central and South American currencies may not be
internationally traded and it would be difficult for the Fund to engage in
B-55
foreign currency transactions designed to protect the value of the Funds interests in
securities denominated in such currencies.
In addition, substantial limitations may exist in certain countries with respect to the Funds
ability to repatriate investment income, capital or the proceeds of sales of securities by foreign
investors. The Fund could be adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application to the Fund of any
restrictions on investments.
The emergence of the Central and South American economies and securities markets will require
continued economic and fiscal discipline that has been lacking at times in the past, as well as
stable political and social conditions. Governments of many Central and South American countries
have exercised and continue to exercise substantial influence over many aspects of the private
sector. The political history of certain Central and South American countries has been
characterized by political uncertainty, intervention by the military in civilian and economic
spheres and political corruption. Such developments, if they were to recur, could reverse favorable
trends toward market and economic reform, privatization and removal of trade barriers.
International economic conditions, particularly those in the United States, as well as world
prices for oil and other commodities may also influence the recovery of the Central and South
American economies. Because commodities such as oil, gas, minerals and metals represent a
significant percentage of the regions exports, the economies of Central and South American
countries are particularly sensitive to fluctuations in commodity prices. As a result, the
economies in many of these countries can experience significant volatility.
Certain Central and South American countries have entered into regional trade agreements that
would, among other things, reduce barriers among countries, increase competition among companies
and reduce government subsidies in certain industries. No assurance can be given that these changes
will result in the economic stability intended. There is a possibility that these trade
arrangements will not be implemented, will be implemented but not completed or will be completed
but then partially or completely unwound. It is also possible that a significant participant could
choose to abandon a trade agreement, which could diminish its credibility and influence. Any of
these occurrences could have adverse effects on the markets of both participating and
non-participating countries, including share appreciation or depreciation of participants national
currencies and a significant increase in exchange rate volatility, a resurgence in economic
protectionism, an undermining of confidence in the Central and South American markets, an
undermining of Central and South American economic stability, the collapse or slowdown of the drive
toward Central and South American economic unity, and/or reversion of the attempts to lower
government debt and inflation rates that were introduced in anticipation of such trade agreements.
Such developments could have an adverse impact on the Funds investments in Central and South
America generally or in specific countries participating in such trade agreements.
Forward Foreign Currency Exchange Contracts.
Certain of the Underlying Funds may enter into
forward foreign currency exchange contracts for hedging purposes and to seek to
B-56
protect against anticipated changes in future foreign currency exchange rates. Certain of the
Underlying Funds may also enter into forward foreign currency exchange contracts to seek to
increase total return. A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time of the contract.
These contracts are traded in the interbank market between currency traders (usually large
commercial banks) and their customers. A forward contract generally has no deposit requirement, and
no commissions are generally charged at any stage for trades.
At the maturity of a forward contract an Underlying Fund may either accept or make delivery of
the currency specified in the contract or, at or prior to maturity, enter into a closing purchase
transaction involving the purchase or sale of an offsetting contract. Closing purchase transactions
with respect to forward contracts are often, but not always, effected with the currency trader who
is a party to the original forward contract.
An Underlying Fund may enter into forward foreign currency exchange contracts in several
circumstances. First, when an Underlying Fund enters into a contract for the purchase or sale of a
security denominated or quoted in a foreign currency, or when an Underlying Fund anticipates the
receipt in a foreign currency of dividend or interest payments on such a security which it holds,
the Underlying Fund may desire to lock in the U.S. dollar price of the security or the U.S.
dollar equivalent of such dividend or interest payment, as the case may be. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of
foreign currency involved in the underlying transactions, the Underlying Fund will attempt to
protect itself against an adverse change in the relationship between the U.S. dollar and the
subject foreign currency during the period between the date on which the security is purchased or
sold, or on which the dividend or interest payment is declared, and the date on which such payments
are made or received.
Additionally, when an Underlying Funds investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter
into a forward contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency
approximating the value of some or all of an Underlying Funds portfolio securities quoted or
denominated in such foreign currency. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible because the future value of such
securities in foreign currencies will change as a consequence of market movements in the value of
those securities between the date on which the contract is entered into and the date it matures.
Using forward contracts to protect the value of an Underlying Funds portfolio securities against a
decline in the value of a currency does not eliminate fluctuations in the underlying prices of the
securities. It simply establishes a rate of exchange which an Underlying Fund can achieve at some
future point in time. The precise projection of short-term currency market movements is not
possible, and short-term hedging provides a means of fixing the U.S. dollar value of only a portion
of an Underlying Funds foreign assets.
B-57
Certain of the Underlying Funds may engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities quoted or denominated in a
different currency if the Underlying Funds investment adviser determines that there is a pattern
of correlation between the two currencies. In addition, certain Underlying Funds may enter into
foreign currency transactions to seek a closer correlation between an Underlying Funds overall
currency exposures and the currency exposures of the Underlying Funds performance benchmark.
Unless
otherwise covered in accordance with applicable regulations, cash or
liquid assets of an Underlying Fund will be segregated in an amount
equal to the value of the Underlying Funds
total assets committed to the consummation of forward foreign currency exchange contracts requiring
the Underlying Fund to purchase foreign currencies and forward contracts entered into to seek to
increase total return. If the value of the segregated assets declines, additional cash or liquid
assets will be segregated so that the value of the assets will equal the amount of an Underlying
Funds commitments with respect to such contracts. Certain of the Underlying Funds will not enter
into a forward contract with a term of greater than one year.
While an Underlying Fund may enter into forward contracts to reduce currency exchange rate
risks, transactions in such contracts involve certain other risks. Thus, while an Underlying Fund
may benefit from such transactions, unanticipated changes in currency prices may result in a poorer
overall performance for the Underlying Fund than if it had not engaged in any such transactions.
Moreover, there may be imperfect correlation between an Underlying Funds portfolio holdings of
securities quoted or denominated in a particular currency and forward contracts entered into by
such Fund. Such imperfect correlation may cause an Underlying Fund to sustain losses which will
prevent the Underlying Fund from achieving a complete hedge or expose the Underlying Fund to risk
of foreign exchange loss.
Markets for trading foreign forward currency contracts offer less protection against defaults
than is available when trading in currency instruments on an exchange. Forward contracts are
subject to the risk that the counterparty to such contract will default on its obligations. Since a
forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a
default on the contract would deprive an Underlying Fund of unrealized profits, transaction costs
or the benefits of a currency hedge or force the Underlying Fund to cover its purchase or sale
commitments, if any, at the current market price. In addition, the institutions that deal in
forward currency contracts are not required to make markets in the currencies they trade and these
markets can experience periods of illiquidity.
Forward contracts are subject to the risk that the counterparty to such contract will default
on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would deprive an Underlying Fund of unrealized
profits, transaction costs or the benefits of a currency hedge or force the Underlying Fund to
cover its purchase or sale commitments, if any, at the current market price. An Underlying Fund
will not enter into such transactions unless the credit quality of the unsecured
B-58
senior debt or the claims-paying ability of the counterparty is considered to be investment
grade by its investment adviser. To the extent that a substantial portion of an Underlying Funds
total assets, adjusted to reflect the Underlying Funds net position after giving effect to
currency transactions, is denominated or quoted in the currencies of foreign countries, the
Underlying Fund will be more susceptible to the risk of adverse economic and political developments
within those countries.
Writing and Purchasing Currency Call and Put Options.
Certain of the Underlying Funds may, to
the extent they invest in foreign securities, write covered put and call options and purchase put
and call options on foreign currencies for the purpose of protecting against declines in the U.S.
dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of
foreign securities to be acquired. As with other kinds of option transactions, however, the writing
of an option on foreign currency will constitute only a partial hedge, up to the amount of the
premium received. If and when an Underlying Fund seeks to close out an option, the Underlying Fund
could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby
incurring losses. The purchase of an option on foreign currency may constitute an effective hedge
against exchange rate fluctuations; however, in the event of exchange rate movements adverse to an
Underlying Funds position, the Underlying Fund may forfeit the entire amount of the premium plus
related transaction costs. Options on foreign currencies may be traded on U.S. and foreign
exchanges or over-the-counter. The High Yield Fund may purchase
call options on currency to seek to increase total return.
Options on currency may also be used for cross-hedging purposes, which involves writing or
purchasing options on one currency to seek to hedge against changes in exchange rates for a
different currency with a pattern of correlation, or to seek to increase total return when an
Underlying Funds investment adviser anticipates that the currency will appreciate or depreciate in
value, but the securities quoted or denominated in that currency do not present attractive
investment opportunities and are not included in the Underlying Funds portfolio.
A call option written by an Underlying Fund obligates an Underlying Fund to sell a specified
currency to the holder of the option at a specified price if the option is exercised before the
expiration date. A put option written by an Underlying Fund would obligate an Underlying Fund to
purchase a specified currency from the option holder at a specified price if the option is
exercised before the expiration date. The writing of currency options involves a risk that an
Underlying Fund will, upon exercise of the option, be required to sell currency subject to a call
at a price that is less than the currencys market value or be required to purchase currency
subject to a put at a price that exceeds the currencys market value. Written put and call options
on foreign currencies may be covered in a manner similar to written put and call options on
securities and securities indices described under Writing Covered Options above.
An Underlying Fund may terminate its obligations under a written call or put option by
purchasing an option identical to the one it has written. Such purchases are referred to as
closing purchase transactions. An Underlying Fund may enter into closing sale transactions in
order to realize gains or minimize losses on options purchased by the Underlying Fund.
B-59
An Underlying Fund may purchase call options on foreign currency in anticipation of an
increase in the U.S. dollar value of currency in which securities to be acquired by an Underlying
Fund are quoted or denominated. The purchase of a call option would entitle the Underlying Fund, in
return for the premium paid, to purchase specified currency at a specified price during the option
period. An Underlying Fund would ordinarily realize a gain if, during the option period, the value
of such currency exceeded the sum of the exercise price, the premium paid and transaction costs;
otherwise the Underlying Fund would realize either no gain or a loss on the purchase of the call
option.
An Underlying Fund may purchase put options in anticipation of a decline in the U.S. dollar
value of the currency in which securities in its portfolio are quoted or denominated (protective
puts). The purchase of a put option would entitle an Underlying Fund, in exchange for the premium
paid, to sell specified currency at a specified price during the option period. The purchase of
protective puts is usually designed to offset or hedge against a decline in the U.S. dollar value
of an Underlying Funds portfolio securities due to currency exchange rate fluctuations. An
Underlying Fund would ordinarily realize a gain if, during the option period, the value of the
underlying currency decreased below the exercise price sufficiently to more than cover the premium
and transaction costs; otherwise the Underlying Fund would realize either no gain or a loss on the
purchase of the put option. Gains and losses on the purchase of protective put options would tend
to be offset by countervailing changes in the value of underlying currency or portfolio securities.
In addition to using options for the hedging purposes described above, certain Underlying
Funds may use options on currency to seek to increase total return. These Funds may write (sell)
covered put and call options on any currency in order to realize greater income than would be
realized on portfolio securities transactions alone. However, in writing covered call options for
additional income, an Underlying Fund may forego the opportunity to profit from an increase in the
market value of the underlying currency. Also, when writing put options, an Underlying Fund
accepts, in return for the option premium, the risk that it may be required to purchase the
underlying currency at a price in excess of the currencys market value at the time of purchase.
Special Risks Associated with Options on Currency.
An exchange traded options position may be
closed out only on an options exchange that provides a secondary market for an option of the same
series. Although an Underlying Fund will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option, or at any particular time. For some
options, no secondary market on an exchange may exist. In such event, it might not be possible to
effect closing transactions in particular options, with the result that an Underlying Fund would
have to exercise its options in order to realize any profit and would incur transaction costs upon
the sale of underlying securities pursuant to the exercise of put options. If an Underlying Fund as
an option writer is unable to effect a closing purchase transaction in a secondary market, it may
not be able to sell the underlying currency (or security quoted or denominated in that currency) or
dispose of the segregated assets, until the option expires or it delivers the underlying currency
upon exercise.
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There is no assurance that higher than anticipated trading activity or other unforeseen events
might not, at times, render certain of the facilities of the Options Clearing Corporation
inadequate, and thereby result in the institution by an exchange of special procedures which may
interfere with the timely execution of customers orders.
An Underlying Fund may purchase and write over-the-counter options to the extent consistent
with its limitation on investments in illiquid securities. Trading in over-the-counter options is
subject to the risk that the other party will be unable or unwilling to close out options purchased
or written by an Underlying Fund.
The amount of the premiums which an Underlying Fund may pay or receive may be adversely
affected as new or existing institutions, including other investment companies, engage in or
increase their option purchasing and writing activities.
Mortgage Dollar Rolls
Certain of the Underlying Funds may enter into mortgage dollar rolls in which an Underlying
Fund sells securities for delivery in the current month and simultaneously contracts with the same
counterparty to repurchase similar, but not identical securities on a specified future date. During
the roll period, an Underlying Fund loses the right to receive principal and interest paid on the
securities sold. However, an Underlying Fund would benefit to the extent of any difference between
the price received for the securities sold and the lower forward price for the future purchase or
fee income plus the interest earned on the cash proceeds of the securities sold until the
settlement date of the forward purchase. All cash proceeds will be invested in instruments that are
permissible investments for the applicable Fund. An Underlying Fund will segregate until the
settlement date cash or liquid assets, as permitted by applicable law, in an amount equal to its
forward purchase price.
For financial reporting and tax purposes, the Underlying Funds treat mortgage dollar rolls as
two separate transactions; one involving the purchase of a security and a separate transaction
involving a sale. The Underlying Funds do not currently intend to enter into mortgage dollar rolls
for financing and do not treat them as borrowings.
Mortgage dollar rolls involve certain risks including the following: if the broker-dealer to
whom an Underlying Fund sells the security becomes insolvent, an Underlying Funds right to
purchase or repurchase the mortgage-related securities subject to the mortgage dollar roll may be
restricted. Also the instrument which an Underlying Fund is required to repurchase may be worth
less than an instrument which an Underlying Fund originally held. Successful use of mortgage dollar
rolls will depend upon the ability of an Underlying Funds investment adviser to manage an
Underlying Funds interest rate and mortgage prepayments exposure. For these reasons, there is no
assurance that mortgage dollar rolls can be successfully employed. The use of this technique may
diminish the investment performance of an Underlying Fund compared to what such performance would
have been without the use of mortgage dollar rolls.
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Convertible Securities
Certain of the Underlying Funds may invest in convertible securities. Convertible securities
are bonds, debentures, notes, preferred stocks or other securities that may be converted into or
exchanged for a specified amount of common stock (or other
securities) of the same or different issuer within a
particular period of time at a specified price or formula. A convertible security entitles the
holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or
accrued on preferred stock until the convertible security matures or is redeemed, converted or
exchanged. Convertible securities have unique investment characteristics, in that they generally
(i) have higher yields than common stocks, but lower yields than comparable non- convertible
securities, (ii) are less subject to fluctuation in value than the underlying common stock due to
their fixed income characteristics and (iii) provide the potential for capital appreciation if the
market price of the underlying common stock increases.
The value of a convertible security is a function of its investment value (determined by its
yield in comparison with the yields of other securities of comparable maturity and quality that do
not have a conversion privilege) and its conversion value (the securitys worth, at market value,
if converted into the underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value normally declining as interest rates
increase and increasing as interest rates decline. The credit standing of the issuer and other
factors may also have an effect on the convertible securitys investment value. The conversion
value of a convertible security is determined by the market price of the underlying common stock.
If the conversion value is low relative to the investment value, the price of the convertible
security is governed principally by its investment value. To the extent the market price of the
underlying common stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. A convertible security generally
will sell at a premium over its conversion value by the extent to which investors place value on
the right to acquire the underlying common stock while holding a fixed income security.
A convertible security may be subject to redemption at the option of the issuer at a price
established in the convertible securitys governing instrument. If a convertible security held by
an Underlying Fund is called for redemption, the Underlying Fund will be required to permit the
issuer to redeem the security, convert it into the underlying common stock or sell it to a third
party. Any of these actions could have an adverse effect on an Underlying Funds ability to achieve
its investment objective, which, in turn, could result in losses to the Underlying Fund.
Preferred
Stock, Warrants and Rights
The
Core Fixed Income, High Yield, Inflation Protected Securities and
Emerging Markets Debt Funds may invest in preferred stock. Preferred
stocks are securities that represent an ownership interest providing
the holder with claims on the issuers earnings and assets
before common stock owners but after bond owners. Unlike debt
securities, the obligations of an issuer of preferred stock,
including dividend and other payment obligations, may not typically
be accelerated by the holders of such preferred stock on the
occurrence of an event of default (such as a covenant default or
filing of a bankruptcy petition) or other non-compliance by the
issuer with the terms of the preferred stock. Often, however, on the
occurrence of any such event of default or non-compliance by the
issuer, preferred stockholders will be entitled to gain
representation on the issuers board of directors or increase
their existing board representation. In addition, preferred
stockholders may be granted voting rights with respect to certain
issues on the occurrence of any event of default.
Currency Swaps, Mortgage Swaps, Credit Swaps, Index Swaps, Interest Rate Swaps, Total Return Swaps,
Options on Swaps, and Interest Rate Caps, Floors and Collars
Certain Underlying Funds may enter into currency swaps for both hedging purposes and to seek
to increase total return. In addition, certain of the Underlying Funds may enter into mortgage,
credit, index, interest rate and total return swaps and other interest rate swap arrangements such
as rate caps, floors and collars, for hedging purposes or to seek to increase total return. Certain
Underlying Funds may also purchase and write (sell) options on swaps,
B-62
commonly referred to as swaptions. Swap agreements are two party contracts entered into
primarily by institutional investors. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on particular
predetermined investments or instruments, which may be adjusted for an interest factor. The gross
returns to be exchanged or swapped between the parties are generally calculated with respect to a
notional amount,
i.e.
, the return on or increase in value of a particular dollar amount invested
at a particular interest rate, in a particular foreign currency or security, or in a basket of
securities representing a particular index. Currency swaps involve the exchange by an Underlying
Fund with another party of their respective rights to make or receive payments in specified
currencies. Interest rate swaps involve the exchange by an Underlying Fund with another party of
their respective commitments to pay or receive interest, such as an exchange of fixed rate payments
for floating rate payments. Mortgage swaps are similar to interest rate swaps in that they
represent commitments to pay and receive interest. The notional principal amount, however, is tied
to a reference pool or pools of mortgages. Index swaps involve the exchange by an Underlying Fund
with another party of the respective amounts payable with respect to a notional principal amount at
interest rates equal to two specified indices. Credit swaps involve the receipt of floating or
fixed rate payments in exchange for assuming potential credit losses on an underlying security.
Credit swaps give one party to a transaction the right to dispose of or acquire an asset (or group
of assets), or the right to receive from or make a payment to the other party, upon the occurrence
of specified credit events. Total return swaps are contracts that obligate a party to pay or
receive interest in exchange for payment by the other party of the total return generated by a
security, a basket of securities, an index, or an index component. A swaption is an option to enter
into a swap agreement. Like other types of options, the buyer of a swaption pays a non-refundable
premium for the option and obtains the right, but not the obligation, to enter into an underlying
swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated
(if the option is exercised) to enter into an underlying swap on agreed-upon terms. The purchase of
an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payment of interest on a notional principal amount from the
party selling such interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates. Since interest rate, mortgage and
currency swaps and interest rate caps, floors and collars are individually negotiated, each Fund
expects to achieve an acceptable degree of correlation between its portfolio investments and its
swap, cap, floor and collar positions.
A great deal of flexibility is possible in the way swap transactions are structured. However,
generally an Underlying Fund will enter into interest rate, total return, credit, mortgage and
index swaps on a net basis, which means that the two payment streams are netted out, with the
Underlying Fund receiving or paying, as the case may be, only the net amount of the two payments.
Interest rate, total return, credit, index and mortgage swaps do not normally involve the delivery
of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to
interest rate, total return, credit, index and mortgage swaps is normally limited to the
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net amount of interest payments that the Underlying Fund is contractually obligated to make.
If the other party to an interest rate, total return, credit, index or mortgage swap defaults, the
Underlying Funds risk of loss consists of the net amount of interest payments that the Underlying
Fund is contractually entitled to receive, if any. In contrast, currency swaps usually involve the
delivery of the entire principal amount of one designated currency in exchange for the other
designated currency. Therefore, the entire principal value of a currency swap is subject to the
risk that the other party to the swap will default on its contractual delivery obligations. A
credit swap may have as reference obligations one or more securities that may, or may not, be
currently held by an Underlying Fund. The protection buyer in a credit swap is generally
obligated to pay the protection seller an upfront or a periodic stream of payments over the term
of the swap provided that no credit event, such as a default, on a reference obligation has
occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full
notional value) of the swap in exchange for an equal face amount of deliverable obligations of the
reference entity described in the swap, or the seller may be required to deliver the related net
cash amount, if the swap is cash settled. An Underlying Fund may be either the buyer or seller in
the transaction. If the Underlying Fund is a buyer and no credit event occurs, the Underlying Fund
may recover nothing if the swap is held through its termination date. However, if a credit event
occurs, the buyer generally may elect to receive the full notional value of the swap in exchange
for an equal face amount of deliverable obligations of the reference entity whose value may have
significantly decreased. As a seller, an Underlying Fund generally receives an upfront payment or a
rate of income throughout the term of the swap provided that there is no credit event. As the
seller, an Underlying Fund would effectively add leverage to its portfolio because, in addition to
its total net assets, an Underlying Fund would be subject to investment exposure on the notional
amount of the swap. If a credit event occurs, the value of any deliverable obligation received by
the Underlying Fund as seller, coupled with the upfront or periodic payments previously received,
may be less than the full notional value it pays to the buyer, resulting in a loss of value to the
Fund. To the extent that an Underlying Funds exposure in a transaction involving a swap, a
swaption or an interest rate floor, cap or collar is covered by the segregation of cash or liquid
assets or is covered by other means in accordance with SEC guidance or otherwise, the Underlying
Funds and their investment advisers believe that the transactions do not constitute senior
securities under the Act and, accordingly, will not treat them as being subject to an Underlying
Funds borrowing restrictions.
An
Underlying Equity Fund and the Commodity Strategy Fund will not enter into swap transactions unless the unsecured
commercial paper, senior debt or claims paying ability of the other party thereto is considered to
be investment grade by its investment adviser. The Underlying Fixed Income Funds will not enter
into any mortgage, interest rate or credit swap transactions unless the unsecured commercial paper,
senior debt or claims-paying ability of the other party is rated either A or A-1 or better by
Standard & Poors or A or P-1 or better by Moodys or their equivalent ratings. The Core Fixed
Income, Global Income, High Yield, Inflation Protected Securities, and Emerging Markets Debt Funds will not enter into any currency
swap transactions unless the unsecured commercial paper, senior debt or claims-paying ability of
the other party thereto is rated investment grade by Standard & Poors or Moodys or their
equivalent ratings or, if unrated by such rating agencies, determined to be of comparable quality
by the applicable investment adviser. If there is a default by the other party to
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such a transaction, an Underlying Fund will have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown substantially in recent years with
a large number of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has become relatively
liquid in comparison with the markets for other similar instruments which are traded in the
interbank market. The investment advisers, under the supervision of the Board of Trustees, are
responsible for determining and monitoring the liquidity of the Underlying Funds transactions in
swaps, swaptions, caps, floors and collars.
The use of interest rate, total return, mortgage, credit, index and currency swaps, as well as
swaptions and interest rate caps, floors and collars is a highly specialized activity which
involves investment techniques and risks different from those associated with ordinary portfolio
securities transactions. The use of a swap requires an understanding not only of the referenced
asset, reference rate, or index but also of the swap itself, without the benefit of observing the
performance of the swap under all possible market conditions. If an Underlying Funds investment
adviser is incorrect in its forecasts of market values, credit quality, interest rates and currency
exchange rates, the investment performance of an Underlying Fund would be less favorable than it
would have been if this investment technique were not used.
In addition, these transactions can involve greater risks than if an Underlying Fund had
invested in the reference obligation directly since, in addition to general market risks, swaps are
subject to illiquidity risk, counterparty risk, credit risk and pricing risk. Because they are two
party contracts and because they may have terms of greater than seven days, swap transactions may
be considered to be illiquid. Moreover, an Underlying Fund bears the risk of loss of the amount
expected to be received under a swap agreement in the event of the default or bankruptcy of a swap
counterparty. Many swaps are complex and often valued subjectively. Swaps may be subject to pricing
or basis risk, which exists when a particular swap becomes extraordinarily expensive relative to
historical prices or the price of corresponding cash market instruments. Under certain market
conditions it may not be economically feasible to imitate a transaction or liquidate a position in
time to avoid a loss or take advantage of an opportunity. If a swap transaction is particularly
large or if the relevant market is illiquid, it may not be possible to initiate a transaction or
liquidate a position at an advantageous time or price, which may result in significant losses.
The swap market has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents utilizing standardized swap
documentation. As a result, the swap market has become relatively liquid in comparison with the
markets for other similar instruments which are traded in the interbank market. The Investment
Adviser, under the supervision of the Board of Trustees, is responsible for determining and
monitoring the liquidity of the Underlying Funds transactions in swaps, swaptions, caps, floors
and collars.
B-65
Equity Swaps
Each
Underlying Equity Fund and the Commodity Strategy Fund may enter into equity swap contracts to invest in a market without
owning or taking physical custody of securities in various circumstances, including circumstances
where direct investment in the securities is restricted for legal reasons or is otherwise
impracticable. Equity swaps may also be used for hedging purposes or to seek to increase total
return. The counterparty to an equity swap contract will typically be a bank, investment banking
firm or broker/dealer. Equity swaps may be structured in different ways. For example, a
counterparty may agree to pay the Underlying Fund the amount, if any, by which the notional amount
of the equity swap contract would have increased in value had it been invested in particular stocks
(or an index of stocks), plus the dividends that would have been received on those stocks. In these
cases, the Underlying Fund may agree to pay to the counterparty a floating rate of interest on the
notional amount of the equity swap contract plus the amount, if any, by which that notional amount
would have decreased in value had it been invested in such stocks. Therefore, the return to the
Underlying Fund on the equity swap contract should be the gain or loss on the notional amount plus
dividends on the stocks less the interest paid by the Underlying Fund on the notional amount. In
other cases, the counterparty and the Underlying Fund may each agree to pay the other the
difference between the relative investment performances that would have been achieved if the
notional amount of the equity swap contract had been invested in different stocks (or indices of
stocks).
An
Underlying Equity and the Commodity Strategy Funds will generally enter into equity swaps on a net basis, which means that the
two payment streams are netted out, with the Underlying Fund receiving or paying, as the case may
be, only the net amount of the two payments. Payments may be made at the conclusion of an equity
swap contract or periodically during its term. Equity swaps normally do not involve the delivery of
securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps
is normally limited to the net amount of payments that an Underlying Fund is contractually
obligated to make. If the other party to an equity swap defaults, an Underlying Funds risk of loss
consists of the net amount of payments that such Fund is contractually entitled to receive, if any.
Inasmuch as these transactions are entered into for hedging purposes or are offset by segregated
cash or liquid assets to cover the Underlying Funds exposure, the Underlying Funds and their
investment advisers believe that transactions do not constitute senior securities under the Act
and, accordingly, will not treat them as being subject to an Underlying Funds borrowing
restrictions.
The
Underlying Equity Funds will not enter into equity swap transactions unless the unsecured
commercial paper, senior debt or claims paying ability of the other party thereto is considered to
be investment grade by the investment adviser. An Underlying Funds ability to enter into certain
swap transactions may be limited by tax considerations.
Real Estate Investment Trusts
The
Underlying Equity Funds and the Commodity Strategy Fund may invest in shares of REITs. REITs are pooled investment
vehicles which invest primarily in real estate or real estate related loans. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and mortgage
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REITs. Equity REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize capital gains by
selling properties that have appreciated in value. Mortgage REITs invest the majority of their
assets in real estate mortgages and derive income from the collection of interest payments. Like
regulated investment companies such as the Underlying Funds, REITs are not taxed on income
distributed to shareholders provided they comply with certain requirements under the Code. An
Underlying Fund will indirectly bear its proportionate share of any expenses paid by REITs in which
it invests in addition to the expenses paid by an Underlying Fund.
Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in
the value of the underlying property owned by such REITs, while mortgage REITs may be affected by
the quality of any credit extended. REITs are dependent upon management skills, are not diversified
(except to the extent the Code requires), and are subject to the risks of financing projects. REITs
are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the
possibilities of failing to qualify for the exemption from tax for distributed income under the
Code and failing to maintain their exemptions from the Act. REITs (especially mortgage REITs) are
also subject to interest rate risks.
Lending of Portfolio Securities
Each Underlying Fund may lend portfolio securities. Under present regulatory policies, such
loans may be made to institutions such as brokers or dealers (including, Goldman Sachs), and are
required to be secured continuously by collateral in cash, cash equivalents, letters of credit or
U.S. Government Securities maintained on a current basis at an amount, marked to market daily, at
least equal to the market value of the securities loaned. Underlying Funds may invest cash received
as collateral for securities lending transactions in short-term investments. Investing the
collateral subjects it to market depreciation or appreciation, and an Underlying Fund is
responsible for any loss that may result from its investment of the borrowed collateral. An
Underlying Fund will have the right to terminate a loan at any time and recall the loaned
securities within the normal and customary settlement time for securities transactions. For the
duration of the loan, an Underlying Fund will continue to receive the equivalent of the interest or
dividends paid by the issuer on the securities loaned and will also receive compensation from
investment of the collateral. An Underlying Fund will not have the right to vote any securities
having voting rights during the existence of the loan, but an Underlying Fund may call the loan in
anticipation of an important vote to be taken by the holders of the securities or the giving or
withholding of their consent on a material matter affecting the investment. As with other
extensions of credit there are risks of delay in recovering, or even loss of rights in, the
collateral and loaned securities should the borrower of the securities fail financially. However,
the loans will be made only to firms deemed to be of good standing, and when the consideration
which can be earned currently from securities loans of this type is deemed to justify the attendant
risk. In determining whether to lend securities to a particular borrower, and during the period of
the loan, the creditworthiness of the borrower will be considered and monitored. It is intended
that the value of securities loaned by an Underlying Fund will not exceed one-third of the value of
the Underlying Funds total assets (including the loan collateral).
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The
Underlying Funds Board of Trustees has approved participation
by each Underlying Equity Fund in a
securities lending program and adopted policies and procedures relating thereto. Under the
securities lending program, the Underlying Equity Funds have retained an affiliate of their respective
investment advisers to serve as their securities lending agent. For these
services the lending agent may receive a fee from the Underlying
Equity Funds, including a fee based on
the returns earned on the Underlying Equity Funds investment of cash received as collateral for the
loaned securities. In addition, each Underlying Equity Fund may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the Underlying Funds portfolio transactions.
The lending agent may, on behalf of the Underlying Equity Funds,
invest cash collateral received by the Equity
Underlying Equity Funds for securities loans in, among other things, other registered or unregistered
funds. These funds include private investing funds or money market funds that are managed by the
investment adviser or its affiliates for the purpose of investing cash collateral generated from
securities lending activities and which pay the investment adviser or its affiliates for these
services. The Underlying Funds Board of Trustees will periodically review securities loan
transactions for which the Goldman Sachs affiliate has acted as lending agent for compliance with
the Underlying Funds securities lending procedures. Goldman Sachs also has been approved as a
borrower under the Underlying Funds securities lending program, subject to certain conditions.
Commodity-Linked Securities
The Commodity Strategy Fund may seek to provide exposure to the investment returns of real
assets that trade in the commodity markets through investments in commodity-linked derivative
securities, which are designed to provide this exposure without direct investment in physical
commodities or commodities futures contracts. Real assets are assets such as oil, gas, industrial
and precious metals, livestock, and agricultural or meat products, or other items that have
tangible properties, as compared to stocks or bonds, which are financial instruments. In choosing
investments, the Investment Adviser seeks to provide exposure to various commodities and commodity
sectors. The value of commodity-linked derivative securities may be affected by a variety of
factors, including, but not limited to, overall market movements and other factors affecting the
value of particular industries or commodities, such as weather, disease, embargoes, acts of war or
terrorism, or political and regulatory developments.
The prices of commodity-linked derivative securities may move in different directions than
investments in traditional equity and debt securities when the value of those traditional
securities is declining due to adverse economic conditions. As an example, during periods of rising
inflation, debt securities have historically tended to decline in value due to the general increase
in prevailing interest rates. Conversely, during those same periods of rising inflation, the prices
of certain commodities, such as oil and metals, have historically tended to increase. Of course,
there cannot be any guarantee that these investments will perform in that manner in the future, and
at certain times the price movements of commodity-linked instruments have been parallel to those of
debt and equity securities. Commodities have historically tended to increase and decrease in value
during different parts of the business cycle than financial assets. Nevertheless, at various times,
commodities prices may move in tandem with the prices of
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financial assets and thus may not provide overall portfolio diversification benefits. Under
favorable economic conditions, the Funds investments may be expected to underperform an investment
in traditional securities. Over the long term, the returns on the Funds investments are expected
to exhibit low or negative correlation with stocks and bonds.
The Investment Adviser generally intends to invest in commodity-linked investments whose
returns are linked to the GSC Index. However, the Fund is not an index fund and the Investment
Adviser may make allocations that differ from the weightings in the GSC Index.
When-Issued Securities and Forward Commitments
Each Underlying Fund may purchase securities on a when-issued basis or purchase or sell
securities on a forward commitment basis beyond the customary settlement time. These transactions
involve a commitment by an Underlying Fund to purchase or sell securities at a future date beyond
the customary settlement time. The price of the underlying securities (usually expressed in terms
of yield) and the date when the securities will be delivered and paid for (the settlement date) are
fixed at the time the transaction is negotiated. When-issued purchases and forward commitment
transactions are negotiated directly with the other party, and such commitments are not traded on
exchanges. An Underlying Fund will generally purchase securities on a when-issued basis or purchase
or sell securities on a forward commitment basis only with the intention of completing the
transaction and actually purchasing or selling the securities. If deemed advisable as a matter of
investment strategy, however, an Underlying Fund may dispose of or negotiate a commitment after
entering into it. An Underlying Fund may also sell securities it has committed to purchase before
those securities are delivered to the Underlying Fund on the settlement date. The Underlying Funds
may realize a capital gain or loss in connection with these transactions. For purposes of
determining an Underlying Funds duration, the maturity of when-issued or forward commitment
securities for fixed-rate obligations will be calculated from the commitment date. Each Underlying
Fund is generally required to segregate, until three days prior to the settlement date, cash and
liquid assets in an amount sufficient to meet the purchase price unless the Underlying Funds
obligations are otherwise covered. Alternatively, each Underlying Fund may enter into offsetting
contracts for the forward sale of other securities that it owns. Securities purchased or sold on a
when-issued or forward commitment basis involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date or if the value of the security to be sold
increases prior to the settlement date.
Investment in Unseasoned Companies
Certain Underlying Funds may invest in companies which (together with
their predecessors) have operated
less than three years. The securities of such companies may have limited liquidity, which can
result in their being priced higher or lower than might otherwise be the case. In addition,
investments in unseasoned companies are more speculative and entail greater risk than do
investments in companies with an established operating record.
B-69
Other Investment Companies
Each
of the Underlying Funds (other than Inflation Protected Securities
Fund) may make limited investments in the securities of other
investment companies including, pursuant to an exemptive order obtained from the SEC, money market
funds for which the Underlying Funds investment adviser or any of its affiliates serves as
investment adviser, administrator and/or distributor. An Underlying Fund will indirectly bear its
proportionate share of any management fees and other expenses paid by investment companies in which
it invests in addition to the management fees and other expenses paid by the Underlying Fund.
However, to the extent that the Underlying Fund invests in a money market fund for which the
Underlying Funds investment adviser or any of its affiliates acts as investment adviser, the
management fees payable by the Underlying Fund to the investment adviser or its affiliates will, to
the extent required by the SEC, be reduced by an amount equal to the Underlying Funds
proportionate share of the management fees paid by such money market fund to its investment
adviser. Although the Underlying Funds do not expect to do so in the foreseeable future, each
Underlying Fund is authorized to invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the same investment objective, policies
and fundamental restrictions as the Underlying Fund.
Each Underlying
Equity Fund (other than Inflation Protected Securities
Fund) and the Commodity Strategy Fund may invest in exchange traded funds such as Standard & Poors
Depositary Receipts (SPDRs). Exchange-traded funds are shares of unaffiliated investment
companies issuing shares which are traded like traditional equity securities on a national stock
exchange or the National Association of Securities Dealers Automated Quotations System (NASDAQ)
National Market System. SPDRs are interests in a unit investment trust (UIT) that may be obtained
from the UIT or purchased in the secondary market (SPDRs are listed on a stock exchange). The UIT
was established to accumulate and hold a portfolio of common stocks that is intended to track the
price performance and dividend yield of the Standard & Poors 500 Composite Stock Price Index (the
S&P 500
®
). SPDRs may be used for several reasons, including, but not limited to, facilitating the
handling of cash flows or trading or reducing transaction costs. The price movement of SPDRs may
not perfectly parallel the price activity of the S&P 500
®
. The UIT will issue SPDRs in aggregations
known as Creation Units in exchange for a Portfolio Deposit consisting of (i) a portfolio of
securities substantially similar to the component securities (Index Securities) of the S&P 500
®
,
(ii) a cash payment equal to a
pro rata
portion of the dividends accrued on the UITs portfolio
securities since the last dividend payment by the UIT, net of expenses and liabilities, and (iii) a
cash payment or credit (Balancing Amount) designed to equalize the net asset value of the S&P
500
®
and the net asset value of a Portfolio Deposit.
SPDRs are not individually redeemable, except upon termination of the UIT. To redeem, an
investor must accumulate enough SPDRs to reconstitute a Creation Unit. The liquidity of small
holdings of SPDRs, therefore, will depend upon the existence of a secondary market. Upon redemption
of a Creation Unit, an investor will receive Index Securities and cash identical to the Portfolio
Deposit required of an investor wishing to purchase a Creation Unit that day.
B-70
The price of SPDRs is derived from and based upon the securities held by the UIT. Accordingly,
the level of risk involved in the purchase or sale of a SPDR is similar to the risk involved in the
purchase or sale of traditional common stock, with the exception that the pricing mechanism for
SPDRs is based on a basket of stocks. Disruptions in the markets for the securities underlying
SPDRs purchased or sold by the Underlying Funds could result in losses on SPDRs.
Certain Underlying Funds may also purchase shares of investment companies investing primarily
in foreign securities, including country funds. Country funds have portfolios consisting
primarily of securities of issuers located in specified foreign countries or regions. Certain
Underlying Funds may also invest in iShares(SM) and similar securities that invest in securities
included in specified indices, including the MSCI indices for various countries and regions.
iShares(SM) are listed on a stock exchange and were initially offered to the public in 1996. The
market prices of iShares(SM) are expected to fluctuate in accordance with both changes in the asset
values of their underlying indices and supply and demand of iShares(SM) on the exchange on which the
iShares(SM) are listed. However, iShares(SM) have a limited operating history and information is
lacking regarding the actual performance and trading liquidity of iShares(SM) for extended periods or
over complete market cycles. In addition, there is no assurance that the requirements of the
exchange necessary to maintain the listing of iShares(SM) will continue to be met or will remain
unchanged. In the event substantial market or other disruptions affecting iShares(SM) should occur in
the future, the liquidity and value of an Underlying Funds shares could also be substantially and
adversely affected. If such disruptions were to occur, an Underlying Fund could be required to
reconsider the use of iShares(SM) as part of its investment strategy.
Repurchase Agreements
Each Underlying
Fund may enter into repurchase agreements with banks, brokers, and
dealers which furnish collateral at least equal in value or market price to the amount of the
repurchase obligation. Certain Underlying Funds may also enter into repurchase agreements involving
certain foreign government securities. A repurchase agreement is an arrangement under which an
Underlying Fund purchases securities and the seller agrees to repurchase the securities within a
particular time and at a specified price. Custody of the securities is maintained by an Underlying
Funds custodian (or sub-custodian). The repurchase price may be higher than the purchase price,
the difference being income to an Underlying Fund, or the purchase and repurchase prices may be the
same, with interest at a stated rate due to an Underlying Fund together with the repurchase price
on repurchase. In either case, the income to an Underlying Fund is unrelated to the interest rate
on the security subject to the repurchase agreement.
A repurchase agreement is similar to a collateralized loan, but is structured as a purchase of
securities by an Underlying Fund subject to the sellers agreement to repurchase the securities at
a mutually agreed upon date and price. The difference between the original purchase price and the
repurchase price is normally based on prevailing short-term interest rates. Under a repurchase
B-71
agreement, the seller is required to furnish securities and other collateral at least equal in
value or market price to the amount of the sellers repurchase obligation.
Custody of the underlying securities and other collateral will be maintained by the Underlying
Funds custodian or subcustodian for the duration of the agreement. The repurchase price may be
higher than the purchase price, the difference being income to the Underlying Fund, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the Underlying Fund
together with the repurchase price on repurchase. In either case, the income to the Underlying Fund
is unrelated to the interest rate on the underlying securities and other collateral subject to the
repurchase agreement. The value of the purchased securities will at all times equal or exceed the
value of the repurchase agreement.
Repurchase agreements pose certain risks for all entities, including the Underlying Fund, that
utilize them. Such risks are not unique to the Underlying Fund but are inherent in repurchase
agreements. For instance, if the seller under a repurchase agreement defaults, an Underlying Fund
could suffer a loss to the extent that the proceeds from the sale of underlying securities and
other collateral held by the Underlying Fund are less than the repurchase price and the Underlying
Funds cost associated with delay and enforcement of the repurchase agreement. The Underlying Fund
seeks to minimize such risks by, among others, the means indicated below, but because of the
inherent legal uncertainties involved in repurchase agreements, such risks cannot be eliminated.
For purposes of the Act, and generally, for tax purposes, a repurchase agreement is deemed to
be a loan from the Underlying Fund to the seller of the underlying securities and other collateral.
It is not clear whether for other purposes a court would consider the underlying securities and
other collateral purchased by the Underlying Fund subject to a repurchase agreement as being owned
by the Underlying Fund or as being collateral for a loan by the Underlying Fund to the seller.
If, in the event of bankruptcy or insolvency proceedings against the seller of the underlying
securities and other collateral, a court holds that the Underlying Fund does not have a perfected
security interest in the underlying securities and other collateral, the Underlying Fund may be
required to return the underlying securities and other collateral to the sellers estate and be
treated as an unsecured creditor of the seller. As an unsecured creditor, an Underlying Fund would
be at risk of losing some or all of the principal and interest involved in the transaction. To
minimize this risk, the Underlying Funds utilize custodians and subcustodians that the Investment
Adviser believes follow customary securities industry practice with respect to repurchase
agreements, and the Investment Adviser analyzes the creditworthiness of the obligor, in this case
the seller of the underlying securities and other collateral. But because of the legal
uncertainties, this risk, like others associated with repurchase agreements, cannot be eliminated.
Also, in the event of commencement of bankruptcy or insolvency proceedings with respect to the
seller before repurchase of the underlying securities and other collateral under a repurchase
agreement, an Underlying Fund could suffer additional losses if an Underlying Fund encounters delay
that prevents the Underlying Fund from promptly selling the underlying
B-72
securities and other collateral (such as if the underlying securities and other collateral is
subject to a court stay) and incur costs before being able to sell the security. If this occurs,
an Underlying Fund will bear the risk that the value of the collateral will decline below the
repurchase price.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the
seller may fail to repurchase the security. However, if the market value of the security subject to
the repurchase agreement becomes less than the repurchase price (including accrued interest), an
Underlying Fund will direct the seller of the security to deliver additional securities so that the
market value of all securities subject to the repurchase agreement equals or exceeds the repurchase
price. Certain repurchase agreements which provide for settlement in more than seven days can be
liquidated before the nominal fixed term on seven days or less notice. Such repurchase agreements
will be regarded as liquid instruments.
The Underlying Funds, together with other registered investment companies having management
agreements with the Investment Adviser or its affiliates, may transfer uninvested cash balances
into a single joint account, the daily aggregate balance of which will be invested in one or more
repurchase agreements.
Reverse Repurchase Agreements
Certain Underlying Funds may borrow money by entering into transactions called reverse
repurchase agreements. Under these arrangements, an Underlying Fund will sell portfolio securities
to banks and other financial institutions, with an agreement to repurchase the security on an
agreed date, price and interest payment. The Core Fixed Income, Global Income, High Yield and
Emerging Markets Debt Funds may also enter into reverse repurchase agreements involving certain
foreign government securities. Reverse repurchase agreements involve the possible risk that the
value of portfolio securities an Underlying Fund relinquishes may decline below the price the
Underlying Fund must pay when the transaction closes. Borrowings may magnify the potential for gain
or loss on amounts invested resulting in an increase in the speculative character of an Underlying
Funds outstanding shares.
When an Underlying Fund enters into a reverse repurchase agreement, it segregates cash or
liquid assets that have a value equal to or greater than the repurchase price. The account is then
monitored by its investment adviser to make sure that an appropriate value is maintained. Reverse
repurchase agreements are considered to be borrowings under the Act.
Restricted and Illiquid Securities
The Underlying Funds may not invest more than 15% of their net assets in illiquid investments,
which include securities (both foreign and domestic) that are not readily marketable, certain SMBS,
certain municipal leases and participation interests, certain over-the-counter options, repurchase
agreements and time deposits with a notice or demand period of more than seven days, and certain
restricted securities, unless it is determined, based upon a continuing review of the trading
markets for the specific instrument, that such instrument is
B-73
liquid. The Trustees have adopted guidelines under which the Underlying Funds investment
advisers determine and monitor the liquidity of the Underlying Funds portfolio securities. This
investment practice could have the effect of increasing the level of illiquidity in an Underlying
Fund to the extent that qualified institutional buyers become for a time uninterested in purchasing
these instruments.
The purchase price and subsequent valuation of restricted securities may reflect a discount
from the price at which such securities trade when they are not restricted, since the restriction
may make them less liquid. The amount of the discount from the prevailing market price is expected
to vary depending upon the type of security, the character of the issuer, the party who will bear
the expenses of registering the restricted securities and prevailing supply and demand conditions.
Short Sales
The Underlying Funds (other than the Structured Large Cap Growth, Structured Large Cap Value,
Structured Small Cap Equity, Commodity Strategy, Structured
International Equity and Inflation Protected Securities Funds) may
engage in short sales against the box. In a short sale, the seller sells a borrowed security and
has a corresponding obligation to the lender to return the identical security. The seller does not
immediately deliver the securities sold and is said to have a short position in those securities
until delivery occurs. While a short sale is made by selling a security the seller does not own, a
short sale is against the box to the extent that the seller contemporaneously owns or has the
right to obtain, at no added cost, securities identical to those sold short. It may be entered into
by an Underlying Fund, for example, to lock in a sales price for a security the Underlying Fund
does not wish to sell immediately. If an Underlying Fund sells securities short against the box, it
may protect itself from loss if the price of the securities declines in the future, but will lose
the opportunity to profit on such securities if the price rises.
If an Underlying Fund effects a short sale of securities at a time when it has an unrealized
gain on the securities, it may be required to recognize that gain as if it had actually sold the
securities (as a constructive sale) on the date it effects the short sale. However, such
constructive sale treatment may not apply if an Underlying Fund closes out the short sale with
securities other than the appreciated securities held at the time of the short sale and if certain
other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales
may limit the extent to which an Underlying Fund may effect short sales.
Non-Diversified Status
Each of the Global Income Fund, Emerging Markets Debt Fund and Commodity Strategy Fund is
non-diversified under the Act and may invest more of its assets in fewer issuers than
diversified mutual funds. The Global Income Fund, Emerging Markets Debt Fund and Commodity
Strategy Fund are subject only to certain federal tax diversification requirements. Under federal
tax laws, the Global Income Fund, Emerging Markets Debt Fund and Commodity Strategy Fund may, with
respect to 50% of its total assets, invest up to 25% of its total assets in the securities of any
issuer. With respect to the remaining 50% of the Global Income Funds,
B-74
Emerging Markets Debt Funds and Commodity Strategy Funds respective total assets, (i) each
Fund may not invest more than 5% of its total assets in the securities of any one issuer, and (ii)
each Fund may not acquire more than 10% of the outstanding voting securities of any one issuer.
These tests apply at the end of each quarter of the taxable year and are subject to certain
conditions and limitations under the Code. These tests do not apply to investments in United States
Government Securities and regulated investment companies.
Portfolio Turnover
Each Underlying Fund
may engage in active short-term trading to benefit from price disparities
among different issues of securities or among the markets for equity
or fixed income securities, or
for other reasons. It is anticipated that the portfolio turnover rate of each Underlying Fund may
vary greatly from year to year as well as within a particular year, and may be affected by changes
in the holdings of specific issuers, changes in country and currency weightings, cash requirements
for redemption of shares and by requirements which enable the Underlying Funds to receive favorable
tax treatment. The Underlying Funds are not restricted by policy with regard to portfolio turnover
and will make changes in their investment portfolio from time to time as business and economic
conditions as well as market prices may dictate.
INVESTMENT RESTRICTIONS
The investment restrictions set forth below have been adopted by the Trust as fundamental
policies that cannot be changed without the affirmative vote of the holders of a majority (as
defined in the Act) of the outstanding voting securities of the affected Portfolio. The investment
objective of each Portfolio and all other investment policies or practices of each Portfolio are
considered by the Trust not to be fundamental and accordingly may be changed without shareholder
approval. For purposes of the Act, a majority of the outstanding voting securities means the
lesser of the vote of (i) 67% or more of the shares of a Portfolio present at a meeting, if the
holders of more than 50% of the outstanding shares of a Portfolio are present or represented by
proxy, or (ii) more than 50% of the shares of a Portfolio. For purposes of the following
limitations, any limitation which involves a maximum percentage will not be considered violated
unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of, or borrowings by, a Portfolio. With respect to the
Portfolios fundamental investment restriction no. 3, asset coverage of at least 300% (as defined
in the Act), inclusive of any amounts borrowed, must be maintained at all times.
As a matter of fundamental policy, a Portfolio may not:
|
(1)
|
|
make any investment inconsistent with the Portfolios
classification as a diversified company under the Act;
|
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(2)
|
|
invest 25% or more of its total assets in the securities of one
or more issuers conducting their principal business activities in the same
industry (excluding investment companies and the U.S. Government or any of its
|
B-75
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|
agencies or instrumentalities). (For the purposes of this restriction, state
and municipal governments and their agencies, authorities and
instrumentalities are not deemed to be industries; telephone companies are
considered to be a separate industry from water, gas or electric utilities;
personal credit finance companies and business credit finance companies are
deemed to be separate industries; and wholly-owned finance companies are
considered to be in the industry of their parents if their activities are
primarily related to financing the activities of their parents.) This
restriction does not apply to investments in Municipal Securities which have
been pre-refunded by the use of obligations of the U.S. Government or any of
its agencies or instrumentalities;
|
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(3)
|
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borrow money, except (a) the Portfolio may borrow from banks
(as defined in the Act) or through reverse repurchase agreements in amounts up
to 33-1/3% of its total assets (including the amount borrowed), (b) the
Portfolio may, to the extent permitted by applicable law, borrow up to an
additional 5% of its total assets for temporary purposes, (c) the Portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of portfolio securities, (d) the Portfolio may purchase
securities on margin to the extent permitted by applicable law, and (e) the
Portfolio may engage in portfolio transactions or invest in portfolio
instruments that create leverage, including in mortgage dollar rolls;
|
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(4)
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make loans, except through (a) the purchase of debt obligations
in accordance with the Portfolios investment objective and policies, (b)
repurchase agreements with banks, brokers, dealers and other financial
institutions and (c) loans of securities as permitted by applicable law;
|
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(5)
|
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underwrite securities issued by others, except to the extent
that the sale of portfolio securities by the Portfolio may be deemed to be an
underwriting;
|
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(6)
|
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purchase, hold or deal in real estate, although a Portfolio may
purchase and sell securities that are secured by real estate or interests
therein, securities of real estate investment trusts and mortgage-related
securities and may hold and sell real estate acquired by a Portfolio as a
result of the ownership of securities;
|
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(7)
|
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invest in commodities or commodity contracts, except that the
Portfolio may invest in currency and financial instruments and contracts that
are commodities or commodity contracts; and
|
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(8)
|
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issue senior securities to the extent such issuance would
violate applicable law.
|
B-76
Notwithstanding any other fundamental investment restriction or policy, each Portfolio may
invest some or all of its assets in a single open-end investment company or series thereof with
substantially the same investment objective, restrictions and policies as the Portfolio.
In addition to the fundamental policies mentioned above, the Trustees have adopted the
following non-fundamental policies which can be changed or amended by action of the Trustees
without approval of shareholders.
A Portfolio may not:
|
(a)
|
|
Invest in companies for the purpose of exercising control or
management (but this does not prevent a Portfolio from purchasing a controlling
interest in one or more of the Underlying Funds consistent with its investment
objective and policies).
|
|
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(b)
|
|
Invest more than 15% of the Portfolios net assets in illiquid
investments, including illiquid repurchase agreements with a notice or demand
period of more than seven days, securities which are not readily marketable and
restricted securities not eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 (the 1933 Act).
|
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(c)
|
|
Purchase additional securities if the Portfolios borrowings
(excluding covered mortgage dollar rolls) exceed 5% of its net assets.
|
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(d)
|
|
Make short sales of securities, except short sales against the
box.
|
The Underlying Funds in which the Portfolios may invest have adopted certain investment
restrictions which may be more or less restrictive than those listed above, thereby allowing a
Portfolio to participate in certain investment strategies indirectly that are prohibited under the
fundamental and non-fundamental investment restrictions and policies listed above. The investment
restrictions of these Underlying Funds are set forth in their respective Additional Statements.
TRUSTEES AND OFFICERS
The business and affairs of the Portfolios are managed under the direction of the Board of
Trustees subject to the laws of the State of Delaware and the Trusts Declaration of Trust. The
Trustees are responsible for deciding matters of general policy and reviewing the actions of the
Trusts service providers. The officers of the Trust conduct and supervise each Portfolios daily
business operations.
Trustees of the Trust
Information pertaining to the Trustees of the Trust is set forth below. Trustees who are not
deemed to be interested persons of the Trust as defined in the Act are referred to as
B-77
Independent Trustees. Trustees who are deemed to be interested persons of the Trust are
referred to as Interested Trustees.
Independent Trustees
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Number of
|
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|
|
|
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|
Portfolios in
|
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|
|
|
|
|
Term of Office
|
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Fund Complex
|
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Name,
|
|
Position(s) Held
|
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and Length of
|
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Overseen by
|
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Other Directorships
|
Address and Age
1
|
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with the Trust
|
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Time Served
2
|
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Principal Occupation(s) During Past 5 Years
|
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Trustee
3
|
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Held by Trustee
4
|
Ashok N. Bakhru
Age: 64
|
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Chairman of the Board of
Trustees
|
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Since 1991
|
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President, ABN Associates (July 1994 March 1996 and
November 1998Present); Executive Vice President
Finance and Administration and Chief Financial
Officer and Director, Coty Inc. (manufacturer of fragrances and
cosmetics) (April 1996November 1998); Director of
Arkwright Mutual Insurance Company (19841999);
Trustee of International House of Philadelphia
(program center and residential community for
students and professional trainees from the United
States and foreign countries) (1989-2004); Member of
Cornell University Council (1992-2004) and (2006-Present); Trustee of
the Walnut Street Theater (1992-2004); Trustee,
Scholarship America (1998-2005); Trustee, Institute
for Higher Education Policy (2003-Present); Director,
Private Equity InvestorsIII and IV (November
1998-Present), and Equity-Limited Investors II (April
2002-Present); and Chairman, Lenders Service Inc.
(provider of mortgage lending services) (2000-2003).
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97
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None
|
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Chairman of the Board of Trustees Goldman Sachs
Mutual Fund Complex (registered investment
companies).
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John P. Coblentz, Jr.
Age: 65
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Trustee
|
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Since 2003
|
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Partner, Deloitte & Touche LLP
(June 1975 May 2003);
Director, Emerging Markets Group, Ltd. (2004-2006); Director, Elderhostel, Inc. (2006-Present).
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97
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None
|
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|
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Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies).
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Diana
M. Daniels
Age: 57
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Nominee
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N/A
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Ms. Daniels is
retired (since
January 2005).
Formerly, she was
Vice President,
General Counsel and
Secretary, The
Washington Post
Company
(1991-2006). Ms.
Daniels is a Member
of the Corporate
Advisory Board,
Standish Mellon
Management Advisors
(2006-Present);
Chairman of the
Executive
Committee, Cornell
University
(2006-Present);
Member, Advisory
Board, Psychology
Without Borders
(international
humanitarian and
organization)
(since 2007), and
former Member of
the Legal Advisory
Board, New York
Stock Exchange
(2003-2006).
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97
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None
|
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Patrick T. Harker
Age: 48
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Trustee
|
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Since 2000
|
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President, University of Delaware
(to assume role July 2007); Dean and Reliance Professor of Operations and
Information Management, The Wharton School,
University of Pennsylvania (February 2000-June 2007);
Interim and Deputy Dean, The Wharton School,
University of Pennsylvania (July 1999-January 2000); and
Professor and Chairman of Department of Operations
and Information Management, The Wharton School,
University of Pennsylvania (July 1997August 2000).
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97
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None
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Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies).
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Jessica Palmer
Age: 58
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Nominee
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N/A
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Formerly, she was
Managing Director,
Citigroup Corporate
and Investment
Banking
(previously,
Salomon Smith
Barney/Salomon
Brothers)
(1984-2006). Ms.
Palmer is a Member
of the Board of
Trustees of Indian
Mountain School
(private elementary
and secondary
school) (since
2004).
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97
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None
|
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Richard P. Strubel
Age: 67
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Trustee
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Since 1987
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Vice Chairman and Director, Cardean Learning Group
(provider of educational services via the internet)
(2003-Present); President, COO and Director, Cardean
Learning Group (1999-2003); Director, Cantilever
Technologies, Inc. (a private software company)
(1999-2005); Trustee, The University of Chicago
(1987-Present); and Managing Director, Tandem
Partners, Inc. (management services firm) (1990
1999).
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97
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Gildan Activewear Inc. (a
clothing marketing and
manufacturing company);
Cardean Learning Group
(provider of educational
services via the
Internet);, Trustee, Northern Mutual
Fund Complex (58
Portfolios).
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Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies).
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Interested Trustees
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*Alan A. Shuch
Age: 57
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Trustee
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Since 1990
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Advisory Director GSAM (May 1999- Present);
Consultant to GSAM (December 1994 May 1999);
and Limited Partner, Goldman Sachs (December 1994
- May 1999).
Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies).
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97
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None
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*Kaysie
P. Uniacke
Age: 46
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President &
Nominee
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President
Since 2002
Trustee From
2001 to January
2007
Nominated to be
Elected as Trustee
in 2007
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Managing Director,
Goldman Sachs
(1997- Present).
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment
companies).
President Goldman
Sachs Mutual Fund
Complex (2002-
Present)
(registered
investment
companies).
Assistant Secretary Goldman
Sachs Mutual Fund
Complex (1997-2002)
(registered
investment
companies).
Trustee Gettysburg
College.
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97
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None
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B-78
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*
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This person is considered to be an Interested Trustee because he holds a
position with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each
Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs,
GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
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1
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Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One
New York Plaza, 37th Floor, New York, New York, 10004, Attn: Peter V. Bonanno.
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2
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Each Trustee holds office for an indefinite term until the earliest of: (a) the
election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of
Trustees or shareholders, in accordance with the Trusts Declaration of Trust; (c) the date the
Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of
Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of
the Trust.
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3
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|
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs
Variable Insurance Trust. As of May 10, 2007, the Trust consisted of
85 portfolios,
including the Funds described in this Additional Statement, and Goldman Sachs Variable Insurance
Trust consisted of 12 portfolios.
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4
|
|
This column includes only directorships of companies required to report to the
SEC under the Securities Exchange Act of 1934 (
i.e.
, public companies) or other investment
companies registered under the Act.
|
B-79
Officers of the Trust
Information pertaining to the officers of the Trust is set forth below.
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Term of Office
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Position(s) Held With
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and Length of
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Principal Occupation(s)
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Name, Age And Address
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the Trust
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Time Served
1
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During Past 5 Years
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Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 46
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President
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Since 2002
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Managing Director, Goldman Sachs
(1997-Present).
Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies) (2001-January 2007).
President Goldman Sachs Mutual Fund Complex (registered investment companies).
Assistant Secretary Goldman Sachs Mutual Fund Complex (19972002) (registered
investment companies).
Trustee Gettysburg College.
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John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 42
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Treasurer & Senior Vice President
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Since 1997
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Managing Director, Goldman Sachs (November 2003 Present) and Vice President,
Goldman Sachs (July 1995- November 2003).
Treasurer and Senior Vice President Goldman Sachs Mutual Fund Complex (registered investment companies).
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Philip V. Giuca, Jr.
32 Old Slip
New York, NY 10005
Age: 45
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Assistant Treasurer
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Since 1997
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Vice President, Goldman Sachs (May 1992-Present).
Assistant Treasurer Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Peter Fortner
32 Old Slip
New York, NY 10005
Age: 49
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Assistant Treasurer
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Since 2000
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Vice President, Goldman Sachs (July 2000-Present); Associate, Prudential
Insurance Company of America (November 1985June 2000); and Assistant
Treasurer, certain closed-end funds administered by Prudential (1999 and 2000).
Assistant Treasurer Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Kenneth G. Curran
32 Old Slip
New York, NY 10005
Age: 43
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Assistant Treasurer
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Since 2001
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Vice President, Goldman Sachs (November 1998-Present); and Senior Tax Manager,
KPMG Peat Marwick (accountants) (August 1995October 1998).
Assistant Treasurer Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Scott
McHugh
32 Old Slip
New York, NY 10005
Age: 35
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Assistant Treasurer
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Since 2007
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Vice President, Goldman Sachs
(February 2007-Present); Director, Deutsche Asset Management or
its predecessor (1998-2007); Assistant Treasurer of certain mutual
funds administered by DWS Scudder (2005-2007).
Assistant Treasurer Goldman Sachs Mutual Fund Complex
(registered investment companies).
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James A. Fitzpatrick
71 South Wacker Drive
Chicago, IL 60606
Age: 47
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Senior Vice President
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Since 1997
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Managing Director, Goldman Sachs
(October 1999 Present); and Vice
President of GSAM (April 1997 December 1999).
Vice President Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Jesse Cole
71 South Wacker Drive
Chicago, IL 60606
Age: 43
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Vice President
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Since 1998
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Managing Director, Goldman Sachs (December 2006Present); Vice President, GSAM
(June 1998-Present); and Vice President, AIM Management Group, Inc. (investment
adviser) (April 1996June 1998).
Vice President Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Kerry K. Daniels
71 South Wacker Drive
Chicago, IL 60606
Age: 44
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Vice President
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Since 2000
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Manager, Financial Control Shareholder Services, Goldman Sachs (1986-Present).
Vice President Goldman Sachs Mutual Fund Complex (registered investment
companies).
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James McNamara
32 Old Slip
New York, NY 10005
Age: 44
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Vice President
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Since 2001
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Managing Director, Goldman Sachs (December 1998- Present); Director of
Institutional Fund Sales, GSAM (April 1998December 2000); and Senior Vice
President and Manager, Dreyfus Institutional Service Corporation (January 1993
April 1998).
Senior Vice PresidentGoldman Sachs Mutual Fund Complex (registered investment
companies).
Trustee Goldman Sachs Mutual Fund Complex (registered investment companies)
(December 2002 May 2004).
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B-80
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Term of Office
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Position(s) Held With
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and Length of
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Principal Occupation(s)
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Name, Age And Address
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|
the Trust
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Time Served
1
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During Past 5 Years
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Peter V. Bonanno
32 Old Slip
New York, NY 10005
Age: 39
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Secretary
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Since 2003
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Managing Director, Goldman Sachs (December 2006 Present); Associate General
Counsel, Goldman Sachs (2002Present); Vice President (1999 2006) and
Assistant General Counsel, Goldman Sachs (1999-2002).
Secretary Goldman Sachs Mutual Fund Complex (registered
investment companies).
Assistant Secretary Goldman
Sachs Mutual Fund Complex (registered investment companies) (2003
2006).
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Dave Fishman
32 Old Slip
New York, NY 10005
Age: 42
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Assistant Secretary
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Since 2001
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Managing Director, Goldman Sachs (December 2001 Present); and Vice President,
Goldman Sachs (1997 December 2001).
Assistant Secretary Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Danny Burke
32 Old Slip
New York, NY 10005
Age: 44
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Assistant Secretary
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Since 2001
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Vice President, Goldman Sachs (1987Present).
Assistant Secretary Goldman Sachs Mutual Fund Complex (registered investment
companies).
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Elizabeth D. Anderson
32 Old Slip
New York, NY 10005
Age: 37
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Assistant Secretary
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Since 1997
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Managing Director, Goldman Sachs (December 2002 Present); Vice President,
Goldman Sachs (1997-December 2002) and Fund Manager, GSAM (April 1996Present).
Assistant Secretary Goldman Sachs Mutual Fund Complex (registered investment
companies).
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1
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Officers hold office at the pleasure of the Board of Trustees or until their
successors are duly elected and qualified. Each officer holds comparable positions with certain
other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser,
administrator and/or distributor.
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Standing Board Committees
The
Board of Trustees has established six standing committees in connection with their
governance of the Portfolios Audit, Governance and Nominating, Compliance, Valuation, Dividend
and Contract Review.
The Audit Committee oversees the audit process and provides assistance to the full Board of
Trustees with respect to fund accounting, tax compliance and financial statement matters. In
performing its responsibilities, the Audit Committee selects and recommends annually to the entire
Board of Trustees an independent registered public accounting firm to audit the books and records
of the Trust for the ensuing year, and reviews with the firm the scope and results of each audit.
All of the Independent Trustees serve on the Audit Committee. The
Audit Committee held two
meetings during the fiscal year ended August 31, 2007.
The Governance and Nominating Committee has been established to: (i) assist the Board of
Trustees in matters involving mutual fund governance and industry practices; (ii) select and
nominate candidates for appointment or election to serve as Trustees who are not interested
persons of the Trust or its investment adviser or distributor (as defined by the Act); and (iii)
advise the Board of Trustees on ways to improve its effectiveness. All of the Independent Trustees
serve on the Governance and Nominating Committee. The Governance and Nominating Committee held
two meetings during the fiscal year ended August 31, 2007. As stated above, each Trustee holds
office for an indefinite term until the occurrence of certain events. In filling Board vacancies,
the Governance and Nominating Committee will consider nominees recommended by shareholders. Nominee
recommendations should be submitted to the Trust at its mailing address stated in the Portfolios
Prospectuses and should be directed to the attention of Goldman Sachs Trust Governance and
Nominating Committee.
B-81
The Compliance Committee has been established for the purpose of overseeing the compliance
processes: (i) of the Portfolios; and (ii) insofar as they relate to services provided to the
Portfolios, of the Portfolios investment advisers, distributor, administrator (if any), and
transfer agent, except that compliance processes relating to the accounting and financial reporting
processes, and certain related matters, are overseen by the Audit Committee. In addition, the
Compliance Committee provides assistance to the full Board of Trustees with respect to compliance
matters. The Compliance Committee met three times during the fiscal
year ended August 31, 2007.
All of the Independent Trustees serve on the Compliance Committee.
The Valuation Committee is authorized to act for the Board of Trustees in connection with the
valuation of portfolio securities held by the Trusts Funds in accordance with the Trusts
Valuation Procedures. Mr. Shuch and Ms. Uniacke serve on the Valuation Committee. The Valuation
Committee met twelve times during the fiscal year ended
August 31, 2007.
The Dividend Committee is authorized, subject to the ratification of Trustees who are not
members of the committee, to declare dividends and capital gain distributions consistent with each
Portfolios Prospectus. Ms. Uniacke and Mr. Perlowski,
as officers of the Trust, serve on the Dividend Committee. During the
fiscal year ended August 31, 2007, the Dividend Committee held twelve meetings with respect to all
of the Funds of the Trust (not including the Portfolios included in this Additional Statement which
had not commenced operations prior to the date of this Additional Statement).
The Contract Review Committee has been established for the purpose of overseeing the processes
of the Board of Trustees for approving and monitoring the Portfolios investment management,
distribution, transfer agency and other agreements with the Portfolios Investment Adviser and its
affiliates. The Contract Review Committee is also responsible for overseeing the Board of Trustees
processes for approving and reviewing the operation of the Portfolios distribution, service,
shareholder administration and other plans, and any agreements related to the plans, whether or not
such plans and agreements are adopted pursuant to Rule 12b-1 under the Act. The Contract
Review Committee also provides appropriate assistance to the Board of Trustees in connection with
the Boards approval, oversight and review of the Portfolios other service providers including,
without limitation, the Portfolios custodian/accounting agent, sub-transfer agents, professional
(legal and accounting) firms and printing firms. The Contract Review
Committee met three times
during the fiscal year ended August 31, 2007. All of the Independent Trustees serve on the
Contract Review Committee.
B-82
Trustee Ownership of Fund Shares
The following table shows the dollar range of shares beneficially owned by each Trustee in the
Portfolios and other portfolios of the Trust and Goldman Sachs
Variable Insurance Trust as of December 31, 2006.
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Aggregate Dollar Range of
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|
|
|
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Equity Securities in All
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Dollar Range of Equity
|
|
Portfolios in Fund Complex
|
Name of Trustee
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Securities in the Portfolios
1
|
|
Overseen By Trustee
2
|
Ashok N. Bakhru
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None
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Over $100,000
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John P. Coblentz, Jr.
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None
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Over $100,000
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Patrick T. Harker
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None
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Over $100,000
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Alan A. Shuch
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None
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Over $100,000
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Richard P. Strubel
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None
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Over $100,000
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1
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|
The Portfolios were not yet available for investment as of the
date of this Prospectus.
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|
2
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|
Includes the Trust and Goldman Sachs Variable Insurance Trust. As of
December 31, 2006, the Trust consisted of 65 portfolios (not
including the
Portfolios described in this Additional Statement), and Goldman Sachs Variable Insurance Trust consisted of 12 portfolios.
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|
As
of July 31, 2007, the Trustees and Officers of the Trust as a
group owned less than 1% of the outstanding shares of beneficial
interest of each Portfolio.
Board Compensation
The Trust pays each Independent Trustee an annual fee for his or her services as a Trustee of
the Trust, plus an additional fee for each regular and special telephonic Board meeting, Governance
and Nominating Committee meeting, Compliance Committee meeting, Contract Review Committee meeting,
and Audit Committee meeting attended by such Trustee. The Independent Trustees are also reimbursed
for travel expenses incurred in connection with attending such meetings. The Trust may also pay the
incidental costs of a Trustee to attend training or other types of conferences relating to the
investment company industry.
The
following table sets forth certain information with respect to the compensation of each
Trustee of the Trust for the fiscal year ended August 31, 2007:
B-83
Trustee Compensation
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|
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Total Compensation
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|
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|
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Pension or Retirement
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From Fund Complex
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|
|
Aggregate Compensation
|
|
Benefits Accrued as Part
|
|
(including the
|
Name of Trustee
|
|
from the Portfolios
*
|
|
of the Trusts Expenses
|
|
Portfolios)
**
|
Ashok N. Bakhru
1
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
244,946
|
|
John P. Coblentz, Jr.
|
|
|
0
|
|
|
|
0
|
|
|
|
165,640
|
|
Diana M.
Daniels
2
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Patrick T. Harker
|
|
|
0
|
|
|
|
0
|
|
|
|
157,640
|
|
Jessica
Palmer
2
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Alan A. Shuch
3
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Richard P. Strubel
|
|
|
0
|
|
|
|
0
|
|
|
|
165,640
|
|
Kaysie P.
Uniacke
3
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
*
|
|
Represents fees paid to each Trustee during the fiscal year
ended August 31, 2007. The Portfolios were not in operation as of
August 31, 2007.
|
|
|
|
**
|
|
Represents fees paid to each Trustee during the calendar year
ended December 31, 2006 from the Fund Complex. The Fund Complex
consists of the Trust and Goldman Sachs Variable Insurance Trust. The
Trust consisted of 65 portfolios, not including the Portfolios
described in this Additional Statement, and Goldman Sachs Variable
Insurance Trust consisted of 12 portfolios as of
December 31, 2006.
|
|
|
|
1
|
|
Includes compensation as Board Chairman.
|
|
|
|
2
|
|
Ms. Daniels and Ms. Palmer were elected to the
Board on August 3, 2007, and as such, were not compensated
during the calendar year ended December 31, 2006.
|
|
|
|
3
|
|
Mr. Shuch and Ms. Uniacke are Interested Trustees,
and as such, receive no compensation from the Portfolios or the Fund
Complex. Ms. Uniacke was elected to the Board on August 3,
2007.
|
|
Miscellaneous
Class A Shares of the Portfolios may be sold at net asset value without payment of any sales
charge to Goldman Sachs, its affiliates and their respective officers, partners, directors or
employees (including retired employees and former partners), any partnership of which Goldman Sachs
is a general partner, any Trustee or officer of the Trust and designated family members of any of
the above individuals. These and the Portfolios other sales load waivers are due to the nature of
the investors and/or the reduced sales effort and expense that are needed to obtain such
investments.
B-84
The Trust, its investment advisers and principal underwriter have adopted codes of ethics
under Rule 17j-1 of the Act that permit personnel subject to their particular codes of ethics to
invest in securities, including securities that may be purchased or held by the Portfolios or the
Underlying Funds.
MANAGEMENT SERVICES
As
stated in the Portfolios Prospectuses, Goldman Sachs Asset Management, L.P. (GSAM), 32 Old Slip, New York, New York 10005, serves
as Investment Adviser to the Portfolios and to most of the Underlying Funds. GSAM is a subsidiary
of The Goldman Sachs Group, Inc. and an affiliate of Goldman Sachs. Prior to the end of April
2003, Goldman Sachs Asset Management, a business unit of the Investment Management Division of
Goldman Sachs served as the investment adviser to the Portfolios and to most of the Underlying
Funds. On or about April 26, 2003, GSAM assumed investment advisory responsibilities for the
Portfolios and the Underlying Funds that had been advised by Goldman Sachs Asset Management.
Goldman Sachs Asset Management International (GSAMI), Christchurch Court, 10-15 Newgate Street,
London, England EC1A7HD, an affiliate of Goldman Sachs, serves as investment adviser to the
Global Income Fund, as well as certain other investment portfolios of
the Trust. As a company with unlimited liability under the laws of England, GSAMI is regulated by
the Investment Management Regulatory Organization Limited, a United Kingdom self-regulatory
organization, in the conduct of its investment advisory business. See Service Provides in the
Portfolios Prospectuses for a description of the Investment Advisers duties to the Portfolios.
Founded in 1869, Goldman Sachs is among the oldest and largest investment banking firms in the
United States. Goldman Sachs is a leader in developing portfolio strategies and in many fields of
investing and financing, participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. Goldman Sachs is also among the principal market
sources for current and thorough information on companies, industrial sectors, markets, economies
and currencies, and trades and makes markets in a wide range of equity and debt securities 24 hours
a day. The firm is headquartered in New York with 44 offices in 26
countries throughout the world. It has trading
professionals throughout the United States, as well as in London, Tokyo, Hong Kong and Singapore.
The active participation of Goldman Sachs in the worlds financial markets enhances its ability to
identify attractive investments. Goldman Sachs has agreed to permit the Portfolios and the
Underlying Funds to use the name Goldman Sachs or a derivative thereof as part of each
Portfolios and Funds name for as long as a Portfolios and Underlying Funds respective
Management Agreement is in effect.
The Underlying Funds investment advisers are able to draw on the substantial research and
market expertise of Goldman Sachs whose investment research effort is one of the largest in the
industry. The Goldman Sachs Global Investment Research Department
covers approximately 1,800
companies, over 50 economies and over 25 markets. The in-depth information and analyses generated
by Goldman Sachs research analysts are available to the investment advisers.
In addition, many of Goldman Sachs economists, securities analysts, portfolio strategists and
credit analysts have consistently been highly ranked in respected industry surveys conducted
B-85
in the United States and abroad. Goldman Sachs is also among the leading investment firms
using quantitative analytics (now used by a growing number of investors) to structure and evaluate
portfolios. For example, Goldman Sachs options evaluation model analyzes a securitys term, coupon
and call option, providing an overall analysis of the securitys value relative to its interest
risk.
For more than a decade, Goldman Sachs has been among the top-ranked firms in Institutional
Investors annual All-America Research Team survey. In addition, many of Goldman Sachs
economists, securities analysts, portfolio strategists and credit analysts have consistently been
highly ranked in respected industry surveys conducted in the United States and abroad. Goldman
Sachs is also among the leading investment firms using quantitative analytics to structure and
evaluate portfolios.
In managing the Underlying Funds, the Underlying Funds investment advisers have access to
Goldman Sachs economics research. The Economics Research Department, based in London, conducts
economic, financial and currency markets research which analyzes economic trends and interest and
exchange rate movements worldwide. The Economics Research Department tracks factors such as
inflation and money supply figures, balance of trade figures, economic growth, commodity prices,
monetary and fiscal policies, and political events that can influence interest rates and currency
trends. The success of Goldman Sachs international research team has brought wide recognition to
its members. The team has earned top rankings in various external surveys such as Pensions and
Investments, Forbes and Dalbar. These rankings acknowledge the achievements of the firms
economists, strategists and equity analysts.
In structuring Short Duration Government Funds securities portfolio, the Funds investment
adviser will review the existing overall economic and mortgage market trends. The investment
adviser will then study yield spreads, the implied volatility and the shape of the yield curve. The
investment adviser will then apply this analysis to a list of eligible securities that meet the
Funds investment guideline.
With respect to Short Duration Government Fund, Core Fixed Income Fund and High Yield Fund,
the investment adviser expects to utilize Goldman Sachs sophisticated option-adjusted analytics to
help make strategic asset allocations within the markets for U.S. government, Mortgage-Backed and
other securities and to employ this technology periodically to re-evaluate the Funds investments
as market conditions change. Goldman Sachs has also developed a prepayment model designed to
estimate mortgage prepayments and cash flows under different interest rate scenarios. Because a
Mortgage-Backed Security incorporates the borrowers right to prepay the mortgage, the investment
adviser uses a sophisticated option-adjusted spread (OAS) model to measure expected returns. A
securitys OAS is a function of the level and shape of the yield curve, volatility and the
investment adviser expectation of how a change in interest rates will affect prepayment levels.
Since the OAS model assumes a relationship between prepayments and interest rates, the investment
adviser considers it a better way to measure a securitys expected return and absolute and relative
values than yield to maturity. In using OAS technology, the investment adviser will first evaluate
the absolute level
B-86
of a securitys OAS and consider its liquidity and its interest rate, volatility and
prepayment sensitivity. The investment adviser will then analyze its value relative to alternative
investments and to its own investments. The investment adviser will also measure a securitys
interest rate risk by computing an option adjusted duration (OAD). The investment adviser believes
a securitys OAD is a better measurement of its price sensitivity than cash flow duration, which
systematically misstates portfolio duration. The investment adviser also evaluates returns for
different mortgage market sectors and evaluates the credit risk of individual securities. This
sophisticated technical analysis allows the investment advisers to develop portfolio and trading
strategies using Mortgage-Backed Securities that are believed to be superior investments on a
risk-adjusted basis and which provide the flexibility to meet the respective Funds duration
targets and cash flow pattern requirements.
Because the OAS is adjusted for the differing characteristics of the underlying securities,
the OAS of different Mortgage-Backed Securities can be compared directly as an indication of their
relative value in the market. The investment adviser also expects to use OAS-based pricing methods
to calculate projected security returns under different, discrete interest rate scenarios, and
Goldman Sachs proprietary prepayment model to generate yield estimates under these scenarios. The
OAS, scenario returns, expected returns, and yields of securities in the mortgage market can be
combined and analyzed in an optimal risk-return matching framework.
The investment adviser will use OAS analytics to choose what it believes is an appropriate
portfolio of investments for an Underlying Fund from a universe of eligible investments. In
connection with initial portfolio selections, in addition to using OAS analytics as an aid to
meeting each Funds particular composition and performance targets, the investment adviser will
also take into account important market criteria like the available supply and relative liquidity
of various mortgage securities in structuring the portfolio.
The Underlying Funds investment advisers also expect to use OAS analytics to evaluate the
mortgage market on an ongoing basis. Changes in the relative value of various Mortgage-Backed
Securities could suggest tactical trading opportunities for the Underlying Funds. The investment
advisers will have access to both current market analysis as well as historical information on the
relative value relationships among different Mortgage-Backed Securities. Current market analysis
and historical information is available in the Goldman Sachs database for most actively traded
Mortgage- Backed Securities.
Goldman Sachs has agreed to provide the Underlying Funds investment advisers, on a non-
exclusive basis, use of its mortgage prepayment model, OAS model and any other proprietary services
which it now has or may develop, to the extent such services are made available to other similar
customers. Use of these services by the Underlying Funds investment advisers with respect to an
Underlying Fund does not preclude Goldman Sachs from providing these services to third parties or
using such services as a basis for trading for its own account or the account of others.
The
fixed income research capabilities of Goldman Sachs available to the Underlying Funds
investment advisers include the Goldman Sachs Fixed Income Research Department and
B-87
the Credit
Department. The Fixed Income Research Department monitors developments in U.S.
and foreign fixed income markets, assesses the outlooks for various sectors of the markets and
provides relative value comparisons, as well as analyzes trading opportunities within and across
market sectors. The Fixed Income Research Department is at the forefront in developing and using
computer-based tools for analyzing fixed income securities and
markets, developing new fixed income
products and structuring portfolio strategies for investment policy and tactical asset allocation
decisions. The Credit Department tracks specific governments, regions and industries and from time
to time may review the credit quality of an Underlying Funds investments.
In allocating assets among foreign countries and currencies for the Underlying Funds which can
invest in foreign securities, the Underlying Funds investment advisers will have access to the
Global Asset Allocation Model. The model is based on the observation that the prices of all
financial assets, including foreign currencies, will adjust until investors globally are
comfortable holding the pool of outstanding assets. Using the model, the investment advisers will
estimate the total returns from each currency sector which are consistent with the average investor
holding a portfolio equal to the market capitalization of the financial assets among those currency
sectors. These estimated equilibrium returns are then combined with the expectations of Goldman
Sachs research professionals to produce an optimal currency and asset allocation for the level of
risk suitable for an Underlying Fund given its investment objectives and criteria.
The Management Agreements for the Portfolios and the Underlying Funds provide that their
investment advisers (and their affiliates) may render similar services to others as long as the
services provided by them thereunder are not impaired thereby.
The Portfolios Management Agreement was most recently approved by the Trustees, including a
majority of the Trustees who are not parties to the management agreement or interested persons
(as such term is defined in the Act) of any party thereto (the
non-interested Trustees), on May
10, 2007. The Management Agreement will remain in effect until
June 30, 2008 and from year to
year thereafter provided such continuance is specifically approved at least annually by (i) the
vote of a majority of the outstanding voting securities of such Portfolio or a majority of the
Trustees, and (ii) the vote of a majority of the non-interested Trustees, cast in person at a
meeting called for the purpose of voting on such approval. The Management Agreement will terminate
automatically with respect to a Portfolio if assigned (as defined in the Act) and is terminable at
any time without penalty by the Trustees or by vote of a majority of the outstanding voting
securities of the affected Portfolio on 60 days written notice to the Investment Adviser and by
the Investment Adviser on 60 days written notice to the Trust.
In addition to providing advisory services, under its Management Agreement, the Investment
Adviser also: (i) supervises all non-advisory operations of each Portfolio; (ii) provides personnel
to perform such executive, administrative and clerical services as are reasonably necessary to
provide effective administration of each Portfolio; (iii) arranges for at each Portfolios expense
(a) the preparation of all required tax returns, (b) the preparation and submission of reports to
existing shareholders, (c) the periodic updating of prospectuses and
statements of additional information and (d) the preparation of reports to be filed with the
SEC
B-88
and other regulatory authorities; (iv) maintains each Portfolios records; and (v) provides
office space and all necessary office equipment and services.
Pursuant
to the Management Agreement, the Investment Adviser is entitled to
receive a fee, payable monthly, at the annual rate of 0.15% of each Portfolios average daily net assets. Additionally, as of the date of
this Additional Statement, the Investment Adviser was voluntarily
waiving a portion of its management fee equal to
0.05% based on the
average daily net assets of each Portfolio.
B-89
Portfolio Managers Other Accounts Managed by the Portfolio Managers
The following tables disclose other accounts within each type of category listed below for which
the portfolio managers are jointly and primarily responsible for day to day portfolio management.
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Number of Other Accounts Managed and Total Assets by Account Type*
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Number of Accounts and Total Assets for Which Advisory Fee is Performance-Based*
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Registered Investment Companies
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Other Pooled Investment Vehicles
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Other Accounts
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Registered Investment Companies
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Other Pooled Investment Vehicles
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Other Accounts
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Name of Portfolio
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Number
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Number
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Number
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Number
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Number
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Number
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Manager**
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of Accounts
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Assets Managed
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of Accounts
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Assets Managed
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of Accounts
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Assets Managed
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of Accounts
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Assets Managed
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of Accounts
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Assets Managed
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of Accounts
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Assets Managed
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Mark Carhart
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4
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$6.2 bn
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46
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$40 bn
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126
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$69.9 bn
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None
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None
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46
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$40 bn
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126
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$69.9 bn
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Ray Iwanowski
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4
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$6.2 bn
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None
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None
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None
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None
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None
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None
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None
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None
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None
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None
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Katinka Domotorffy
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4
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$6.2 bn
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46
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$40 bn
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126
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$69.9 bn
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None
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None
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46
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$40 bn
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126
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$69.9 bn
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*
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This information is as of March 31, 2007.
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**
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Mr. Carhart, Mr. Iwanowski and Ms. Domotorffy are all members of the Quantitative Strategies
Team and are the portfolio managers for each of the Portfolios.
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B-90
Conflicts of Interest
. The Investment Advisers portfolio managers are
responsible for managing one or more of the Portfolios as well as other accounts, including
proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered
hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle
which may have materially higher fee arrangements than the Portfolio and may also have a
performance-based fee. The side-by-side management of these funds may raised potential conflicts of
interest relating to cross trading, the allocation of investment opportunities and the aggregation
and allocation of trades.
The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair
and equitable manner. It seeks to provide best execution of all securities transactions and
aggregate and then allocate securities to client accounts in a fair and timely manner. To this end,
the Investment Adviser has developed policies and procedures designed to mitigate and manage the
potential conflicts of interest that may arise from side-by-side management. In addition, the
Investment Adviser and the Portfolios have adopted policies limiting the circumstances under which
cross-trades may be effected between a Portfolio and another client account. The Investment Adviser
conducts periodic reviews of trades for consistency with these policies. For more information about
conflicts of interests that may arise in connection with the portfolio managers management of the
Portfolios investments and the investments of other accounts, see Potential Conflicts of Interest
Potential Conflicts Relating to the Allocation of Investment Opportunities Among the Funds and
Other Goldman Sachs Accounts and Potential Conflicts Relating to Goldman Sachs and the Investment
Advisers Proprietary Activities and Activities on Behalf of Other Accounts.
Portfolio Managers Compensation
Quantitative Strategies Teams Base Salary and Performance Bonus
. The Investment
Advisers Quantitative Strategies team (the QS Team compensation package for its portfolio
managers is comprised of a base salary and performance bonus. The base salary is fixed. However,
the performance bonus is a function of each portfolio managers individual performance; the QS
Teams total revenues for the past year which in part is derived from advisory fees and for certain
accounts, performance based fees; his or her contribution to the overall performance of the QS
Team; the performance of GSAM; the profitability of Goldman, Sachs & Co.; and anticipated
compensation levels among competitor firms. Portfolio managers are rewarded for their ability to
outperform a benchmark while managing risk exposure.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (1) overall pre-tax portfolio performance; (2) consistency of performance across accounts
with similar profiles; (3) compliance with risk budgets; and (4) communication
with other portfolio managers within the research process. In addition, the following factors
involving the overall performance of the investment style team are also considered when the amount
of performance bonus is determined: (1) whether the teams performance exceeded performance
benchmarks over one-year and three-year periods (for Portfolio specific benchmarks please see
below); (2) whether the team managed portfolios within a defined range around a targeted tracking
error; (3) whether the team performed consistently with objectives and client commitments; (4)
whether the team achieved top tier rankings and ratings (a consideration secondary to the above);
and (5) whether the team managed all similarly mandated accounts in a consistent manner.
Each Portfolio has the following three benchmarks: (1) the S&P 500® Index, (2) the MSCI EAFE
Index, and (3) the Lehman Brothers Aggregate Bond Index.
Other Compensation
. In addition to base salary and performance bonus, GSAM has a
number of additional benefits/deferred compensation programs for all portfolio managers in place
including (i) a 401k program that enables employees to direct a percentage of their pretax salary
and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which
Goldman Sachs & Co. makes a pretax contribution; and (iii) investment opportunity programs in which
certain professionals are eligible to participate subject to certain net worth requirements.
Portfolio managers may also receive grants of restricted stock units and/or stock options as part
of their compensation.
Certain GSAM portfolio managers may also participate in the firms Partner Compensation Plan,
which covers many of the firms senior executives. In general, under the Partner Compensation Plan,
participants receive a base salary and a bonus (which may be paid in cash or in the form of an
equity- based award) that is linked to Goldman Sachs overall financial performance.
B-91
Other Compensation
. In addition to base salary and performance bonus, GSAM has a number of
additional benefits/deferred compensation programs for all portfolio managers in place including
(i) a 401k program that enables employees to direct a percentage of their pretax salary and bonus
income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs &
Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain
professionals are eligible to participate subject to certain net worth requirements. Portfolio
managers may also receive grants of restricted stock units and/or stock options as part of their
compensation.
Certain GSAM portfolio managers may also participate in the firms Partner Compensation Plan, which
covers many of the firms senior executives. In general, under the Partner Compensation Plan,
participants receive a base salary and a bonus (which may be paid in cash or in the form of an
equity- based award) that is linked to Goldman Sachs overall financial performance.
Portfolio Managers Portfolio Managers Ownership of Securities in the Portfolios They Manage
The
Portfolios were not in operation as of the date of this Additional
Statement. Consequently, as of the date of this Additional Statement,
none of the Portfolios portfolio managers own securities issued by
the Portfolios.
Distributor and Transfer Agent
Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor
of shares of the Portfolios pursuant to a best efforts arrangement as provided by a distribution
agreement with the Trust on behalf of each Portfolio. Shares of the Portfolios are offered and sold
on a continuous basis by Goldman Sachs, acting as agent. Pursuant to the distribution agreement,
after the Portfolios Prospectuses and periodic reports have been prepared, set in type and mailed
to shareholders, Goldman Sachs will pay for the printing and distribution of copies thereof used in
connection with the offering to prospective investors. Goldman Sachs will also pay for other
supplementary sales literature and advertising costs. Goldman Sachs may enter into sales agreements
with certain investment dealers and other financial service firms (the Authorized Dealers) to
solicit subscriptions for Class A Shares of each of the Portfolios. Goldman Sachs receives a
portion of the sales charge imposed on the sale of Class A Shares, and in certain cases, redemption
of such Portfolio shares.
As of the date of this Additional Statement, the Portfolios had not commenced operations. As a
result, no commissions were paid to Goldman Sachs during the fiscal
year ended August 31, 2007.
Goldman Sachs, 71 South Wacker Drive, Chicago, Illinois 60606, also serves as the
Trusts transfer agent. Under its transfer agency agreement with the Trust, Goldman Sachs has
undertaken with the Trust with respect to each Portfolio to: (i) record the issuance, transfer and
redemption of shares, (ii) provide purchase and redemption confirmations and quarterly statements,
as well as certain other statements, (iii) provide certain information to the Trusts custodian and
the relevant sub-custodian in connection with redemptions, (iv) provide dividend
B-92
crediting and certain disbursing agent services, (v) maintain shareholder accounts, (vi)
provide certain state Blue Sky and other information, (vii) provide shareholders and certain
regulatory authorities with tax-related information, (viii) respond to shareholder inquiries, and
(ix) render certain other miscellaneous services. For its transfer agency services, Goldman Sachs
is entitled to receive a transfer agency fee equal, on an annualized basis, to 0.04% of average
daily net assets with respect to each Portfolios Institutional and Service Shares and 0.19% of
average daily net assets with respect to each Portfolios Class A Shares.
As of the date of this Additional Statement, the Portfolios had not commenced operations. As a
result, no transfer agency fees were paid to Goldman Sachs during the
fiscal year ended August
31, 2007.
The distribution and transfer agency agreements discussed above each provide that Goldman
Sachs may render similar services to others so long as the services Goldman Sachs provides
thereunder to the Portfolios are not impaired thereby. Each such agreement also provides that the
Trust will indemnify Goldman Sachs against certain liabilities.
Expenses
The Trust, on behalf of each Portfolio, is responsible for the payment of each Portfolios
respective expenses. The expenses include, without limitation, the fees payable to the Investment
Adviser, service fees and shareholder administration fees paid to Service Organizations, the fees
and expenses payable to the Trusts custodian and sub-custodians, transfer agent fees and expenses,
brokerage fees and commissions, filing fees for the registration or qualification of the Trusts
shares under federal or state securities laws, expenses of the organization of the Portfolios, fees
and expenses incurred by the Trust in connection with membership in investment company
organizations including, but not limited to, the Investment Company Institute, taxes, interest,
costs of liability insurance, fidelity bonds or indemnification, any costs, expenses or losses
arising out of any liability of, or claim for damages or other relief asserted against, the Trust
for violation of any law, legal, tax and auditing fees and expenses (including the cost of legal
and certain accounting services rendered by employees of Goldman Sachs and its affiliates with
respect to the Trust), expenses of preparing and setting in type Prospectuses, Additional
Statements, proxy material, reports and notices and the printing and distributing of the same to
the Trusts shareholders and regulatory authorities, any expenses assumed by a Portfolio pursuant
to its distribution and service plans, compensation and expenses of its non- interested Trustees,
the fees and expenses of pricing services and extraordinary expenses, if any, incurred by the
Trust. Except for fees and expenses under any service plan, shareholder administration plan, or
distribution and service plan applicable to a particular class and transfer agency fees and
expenses, all Portfolio expenses are borne on a non-class specific basis.
The imposition of the Investment Advisers fees, as well as other operating expenses, will
have the effect of reducing the total return to investors. From time to time, the Investment
Adviser may waive receipt of its fees and/or voluntarily assume certain expenses of a Portfolio or
Underlying Fund, which would have the effect of lowering that Portfolio or Underlying
B-93
Funds overall expense ratio and increasing total return to investors at the time such amounts
are waived or assumed, as the case may be.
As of the date of this Additional Statement, the Portfolios had not commenced operations. As
a result, the Portfolios did not incur any Other Expenses
during the fiscal year ended August
31, 2007.
Fees and expenses borne by the Portfolios relating to legal counsel, registering shares of a
Portfolio, holding meetings and communicating with shareholders may include an allocable portion of
the cost of maintaining an internal legal and compliance department. Each Portfolio may also bear
an allocable portion of the Investment Advisers costs of performing certain accounting services
not being provided by a Portfolios custodian.
Portfolio
Distributor
The
Portfolios had not commenced operations as of the date of this Additional
Statement. As a result, GSAM did not earn any fees under the
principal underwriting contract with respect to the Portfolios, or earn or
retain any deferred sales charges paid upon redemptions of the
Portfolios
shares, for the fiscal years ended August 31, 2007,
August 31, 2006 or August 31, 2005.
Sales
Charges
The
Portfolios had not commenced operations as of the date of this Additional
Statement. Accordingly, GSAM and its affiliates did not earn or
retain any deferred sales charges with respect to the Portfolios during
the fiscal year ended August 31, 2007.
Securities
Lending
The
Portfolios had not commenced operations as of the date of this Additional
Statement. Accordingly, no compensation was paid to the Portfolios
lending agent for the fiscal year ended August 31, 2007.
Reimbursement
As of the date of this Additional Statement, the Portfolios had not commenced operations. As a
result, the Portfolios did not incur any management fees or Other Expenses during the fiscal year
ended August 31, 2007.
Custodian and Sub-Custodians
State Street, 225 Franklin Street, Boston, Massachusetts 02110, is the custodian of the
Trusts portfolio securities and cash. State Street also maintains the Trusts accounting records.
State Street may appoint domestic and foreign sub-custodians and use depositories from time to time
to hold certain securities and other instruments purchased by the Trust in foreign countries and to
hold cash and currencies for the Trust.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, is the Portfolios independent
registered public accounting firm. In addition to audit services, PricewaterhouseCoopers LLP
prepares the Portfolios federal and state tax returns, and provides assistance on certain
non-audit matters.
B-94
POTENTIAL CONFLICTS OF INTEREST
Summary
The Goldman Sachs Group, Inc. is a worldwide, full-service investment banking, broker-dealer,
asset management and financial services organization, and a major participant in global financial
markets. As such, it acts as an investor, investment banker, research provider, investment manager,
investment adviser, financer, advisor, market maker, proprietary trader, prime broker, lender and
agent, and has other direct and indirect interests in the global fixed income, currency, commodity,
equity and other markets in which the Portfolios and the Underlying Funds (for purposes of this
entire section Funds) invest. As a result, The Goldman Sachs Group, Inc., the asset management
division of Goldman Sachs, the Investment Adviser, and their affiliates, directors, partners,
trustees, managers, members, officers and employees (collectively for purposes of this Potential
Conflicts of Interest section, Goldman Sachs), including those who may be involved in the
management, sales, investment activities, business operations or distribution of the Funds, are
engaged in businesses and have interests other than that of managing the Funds. The Funds will not
be entitled to compensation related to such businesses. These activities and interests include
potential multiple advisory, transactional, financial and other interests in securities,
instruments and companies that may be directly or indirectly purchased or sold by the Funds and
their service providers. Such additional businesses and interests may give rise to potential
conflicts of interest. The following is a brief summary description of certain of these potential
conflicts of interest:
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While the Investment Adviser will make decisions for the Funds in
accordance with its obligations to manage the Funds appropriately,
the fees, allocations, compensation and other benefits to Goldman
Sachs (including benefits relating to business relationships of
Goldman Sachs) arising from those decisions may be greater as a
result of certain portfolio, investment, service provider or other
decisions made by the Investment Adviser than they would have been
had other decisions been made which also might have been
appropriate for the Funds.
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Goldman Sachs, its sales personnel and other financial service
providers may have conflicts associated with their promotion of
the Funds or other dealings with the Funds that would create
incentives for them to promote the Funds.
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While the allocation of investment opportunities among Goldman
Sachs, the Funds and other funds and accounts managed by Goldman
Sachs may raise potential conflicts because of financial or other
interests of Goldman Sachs or its personnel, the Investment
Adviser will not make allocation decisions solely based on such
factors.
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The Investment Adviser is subject to conflicts of interest in
allocating Portfolio assets among the various Underlying Funds
both because the fees payable to it and/or its affiliates by some
Underlying Funds are higher than the fees payable by other
Underlying Funds and because the Investment Adviser and its
affiliates are also responsible for
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B-95
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managing the Underlying Funds. The Investment Adviser and/or its affiliates are
compensated by the Portfolios and by the Underlying Funds for advisory and/or
principal underwriting services provided.
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The Investment Adviser will give advice to and make
investment decisions for the Funds as it believes is
in the fiduciary interests of the Funds. Advice given
to the Funds or investment decisions made for the
Funds may differ from, and may conflict with, advice
given or investment decisions made for Goldman Sachs
or other funds or accounts. For example, other funds
or accounts managed by the Investment Adviser may
sell short securities of an issuer in which the Fund
has taken, or will take, a long position. Actions
taken with respect to Goldman Sachs or other funds or
accounts may adversely impact the Funds, and actions
taken by the Funds may benefit Goldman Sachs or other
funds or accounts.
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The Investment Adviser may buy for the Fund
securities or obligations of issuers in which Goldman
Sachs or other funds or accounts have made, or are
making, an investment in securities or obligations
that are subordinate or senior to securities of the
Fund. For example, the Fund may invest in debt
securities of an issuer at the same time that Goldman
Sachs or other funds or accounts are investing, or
currently have an investment, in equity securities of
the same issuer. To the extent that the issuer
experiences financial or operational challenges which
may impact the price of its securities and its
ability to meet its obligations, decisions by Goldman
Sachs (including the Investment Adviser) relating to
what actions to be taken may also raise conflicts of
interests and Goldman Sachs may take actions for
certain accounts that have negative impacts on other
advisory accounts.
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Goldman Sachs personnel may have varying levels of
economic and other interests in accounts or products
promoted or managed by such personnel as compared to
other accounts or products promoted or managed by
them.
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Goldman Sachs will be under no obligation to provide
to the Funds, or effect transactions on behalf of the
Funds in accordance with, any market or other
information, analysis, technical models or research
in its possession. Goldman Sachs may have
information material to the management of the Fund
and may not share that information with relevant
personnel of the Investment Adviser.
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To the extent permitted by applicable law, the Funds
may enter into transactions in which Goldman Sachs
acts as principal, or in which Goldman Sachs acts on
behalf of the Funds and the other parties to such
transactions. Goldman Sachs will have potentially
conflicting interests in connection with such
transactions.
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Goldman Sachs may act as broker, dealer, agent,
lender or otherwise for the Funds and will retain all
commissions, fees and other compensation in
connection therewith.
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B-96
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Securities traded for the Funds may, but are not
required to, be aggregated with trades for other
funds or may operate on some occasions to the
disadvantage of the Funds. When transactions are
aggregated but it is not possible to receive the same
price or execution on the entire volume of securities
purchased or sold, the various prices may be
averaged, and the Funds will be charged or credited
with the average price. Thus, the effect of the
aggregation Sachs may act as broker, dealer, agent,
lender or otherwise for the Funds.
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Products and services received by the Investment
Adviser or its affiliates from brokers in connection
with brokerage services provided to the Funds and
other funds or accounts managed by Goldman Sachs may
disproportionately benefit other of such funds and
accounts based on the relative amounts of brokerage
services provided to the Funds and such other funds
and accounts.
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While the Investment Adviser will make proxy voting
decisions as it believes appropriate and in
accordance with the Investment Advisers policies
designed to help avoid conflicts of interest, proxy
voting decisions made by the Investment Adviser with
respect to a Funds portfolio securities may favor
the interests of other clients or businesses of other
divisions or units of Goldman Sachs.
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Regulatory restrictions (including relating to the
aggregation of positions among different funds and
accounts) and internal Goldman Sachs policies may
restrict investment activities of the Funds.
Information held by Goldman Sachs could have the
effect of restricting investment activities of the
Funds.
|
Prospective investors should carefully review the following section of this document which more
fully describes these and other potential conflicts of interest presented by Goldman Sachs other
businesses and interests.
As a registered investment adviser under the Advisers Act, the Investment Adviser is required
to file a Form ADV with the SEC. Form ADV contains information about assets under management, types
of fee arrangements, types of investments, potential conflicts of interest, and other relevant
information regarding the Investment Adviser. A copy of Part 1 of the Investment Advisers Form ADV
is available on the SECs website (
www.adviserinfo.sec.gov
).
Potential Conflicts Relating to Portfolio Decisions, the Sale of Fund Shares and the Allocation
of Investment Opportunities
Goldman Sachs Other Activities May Have an Impact on the Funds
The Investment Adviser makes decisions for the Funds in accordance with its obligations as the
Investment Adviser of the Funds. However, Goldman Sachs other activities may have a negative
effect on the Funds. As a result of the various activities and interests of Goldman Sachs as
described in the first paragraph under Summary above, it is likely that the Funds will have
multiple business relationships with and will invest in, engage in transactions with, make voting
decisions with respect to, or obtain services from entities for which Goldman Sachs performs or
B-97
seeks to perform investment banking or other services. It is also likely that the Funds will
undertake transactions in securities in which Goldman Sachs makes a market or otherwise has other
direct or indirect interests. In addition, while the Investment Adviser will make decisions for the
Funds in accordance with its obligations to manage the Funds appropriately, the fees, allocations,
compensation and other benefits (including benefits relating to business relationships of Goldman
Sachs) arising from those decisions may be greater as a result of certain portfolio, investment,
service provider or other decisions made by the Investment Adviser for the Funds than they would
have been had other decisions been made which also might have been appropriate for the Funds.
Goldman Sachs conducts extensive broker-dealer, banking and other activities around the world
and operates a business known as Goldman Sachs Security Services (GSS) which provides prime
brokerage, administrative and other services to clients which may involve funds, markets and
securities in which the Funds invest. These businesses will give GSS and many other parts of
Goldman Sachs broad access to the current status of certain markets, investments and funds and
detailed knowledge about fund operators. In addition, with respect to advisory account that invests
in funds, given Goldman Sachs scale of activity in the prime brokerage market, it is likely that
Goldman Sachs will act as a prime broker to one or more funds in which such advisory account may
invest, in which case Goldman Sachs will have direct knowledge concerning the investments and
transactions of such funds. As a result of the activities described in this paragraph and the
access and knowledge arising from those activities, parts of Goldman Sachs may be in possession of
information in respect of markets, investments and funds, which, if known to the Investment
Adviser, might cause the Investment Adviser to seek to dispose of, retain or increase interests in
investments held by the Funds or acquire certain positions on behalf of the Funds. Goldman Sachs
will be under no duty to make any such information available to the Funds or personnel of the
Investment Adviser making investment decisions on behalf of the Funds. In general, personnel of the
Investment Adviser making investment decisions will make decisions based solely upon information
known by such decision makers without regard to information known by other Goldman Sachs personnel.
Goldman Sachs Financial and Other Interests and Relationships May Incentivize Goldman Sachs
to Promote the Sale of Fund Shares
Goldman Sachs, its personnel and other financial service providers, have interests in
promoting sales of the Funds. With respect to both Goldman Sachs and its personnel, the
remuneration and profitability relating to services to and sales of the Funds or other products may
be greater than the remuneration and profitability relating to services to and sales of other
products that might be provided or offered. Goldman Sachs and its sales personnel may directly or
indirectly receive a portion of the fees and commissions charged to the Funds or their
shareholders. Goldman Sachs and its advisory or other personnel may also benefit from increased
amounts of assets under management. Fees and commissions may also be higher than for other products
or services, and the remuneration and profitability to Goldman Sachs and such personnel resulting
from transactions on behalf of or management of the Funds may be greater than the remuneration and
profitability resulting from other funds or products.
B-98
Conflicts may arise in relation to sales-related incentives. Goldman Sachs and its personnel
may receive greater compensation or greater profit in connection with the Funds than with an
account advised by an unaffiliated investment adviser. Differentials in compensation may be related
to the fact that Goldman Sachs may pay a portion of its advisory fee to the unaffiliated investment
adviser, or to other compensation arrangements, including for portfolio management, brokerage
transactions or account servicing. Any differential in compensation may create a financial
incentive on the part of Goldman Sachs and its personnel to recommend the Funds over other accounts
or products managed by unaffiliated investment advisers or to effect transactions differently in
the Funds as compared to other accounts or products.
Goldman Sachs may also have relationships with, and purchase, or distribute or sell, services
or products from or to, distributors, consultants and others who recommend the Funds, or who engage
in transactions with or for the Funds. For example, Goldman Sachs regularly participates in
industry and consultant sponsored conferences and may purchase educational, data related or other
services from consultants or other third parties that it deems to be of value to its personnel and
its business. The products and services purchased from consultants may include, but are not limited
to, those that help Goldman Sachs understand the consultants points of view on the investment
management process. Consultants and other parties that provide consulting or other services to
potential investors in the Funds may receive fees from Goldman Sachs or the Funds in connection
with the distribution of shares in the Funds or other Goldman Sachs products. For example, Goldman
Sachs may enter into revenue or fee sharing arrangements with consultants, service providers, and
other intermediaries relating to investments in mutual funds, collective trusts, or other products
or services offered or managed by the Investment Adviser. Goldman Sachs may also pay a fee for
membership in industry-wide or state and municipal organizations or otherwise help sponsor
conferences and educational forums for investment industry participants including, but not limited
to, trustees, fiduciaries, consultants, administrators, state and municipal personnel and other
clients. Goldman Sachs membership in such organizations allows Goldman Sachs to participate in
these conferences and educational forums and helps Goldman Sachs interact with conference
participants and to develop an understanding of the points of view and challenges of the conference
participants. In addition, Goldman Sachs personnel, including employees of Goldman Sachs, may have
board, advisory, brokerage or other relationships with issuers, distributors, consultants and
others that may have investments in the Funds or that may recommend investments in the Funds. In
addition, Goldman Sachs, including the Investment Adviser, may make charitable contributions to
institutions, including those that have relationships with clients or personnel of clients. Goldman
Sachs personnel may also make political contributions. As a result of the relationships and
arrangements described in this paragraph, consultants, distributors and other parties may have
conflicts associated with their promotion of the Funds or other dealings with the Funds that create
incentives for them to promote the Funds or certain portfolio transactions. Goldman Sachs may also
pay a fee for membership in industry-wide or state and municipal organizations or otherwise help
sponsor conferences and educational forums for investment industry participants including, but not
limited to, trustees, fiduciaries, consultants, administrators, state and municipal personnel and
other clients. Goldman Sachs membership in such organizations allows Goldman Sachs to participate
in these conferences and educational forums and helps Goldman Sachs
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interact with conference participants and develop an understanding of the points of view and
challenges of the conference participants. In addition, Goldman Sachs personnel, including
employees of the Investment Adviser, may have board, advisory, brokerage or other relationships
with issuers, distributors, consultants and others that may have investments in the Funds or that
may recommend investments in the Funds or distribute the Funds. In addition, Goldman Sachs,
including the Investment Adviser, may make charitable contributions to institutions, including
those that have relationships with clients or personnel of clients. Personnel of Goldman Sachs may
also make political contributions. As a result of the relationships and arrangements described in
this paragraph, consultants, distributors and other parties may have conflicts associated with
their promotion of the Funds or other dealings with the Funds that would create incentives for them
to promote the Funds or certain portfolio transactions.
To the extent permitted by applicable law, Goldman Sachs may make payments to authorized
dealers and other financial intermediaries (Intermediaries) from time to time to promote the
Funds, Client/GS Accounts (defined below) and other products. In addition to placement fees, sales
loads or similar distribution charges, such payments may be made out of Goldman Sachs assets, or
amounts payable to Goldman Sachs rather than a separately identified charge to the Funds, Client/GS
Accounts or other products. Such payments may compensate Intermediaries for, among other things:
marketing the Funds, Client/GS Accounts and other products; access to the Intermediaries
registered representatives or salespersons, including at conferences and other meetings; assistance
in training and education of personnel; marketing support; and/or other specified services intended
to assist in the distribution and marketing of the Funds, Client/GS Accounts and other products.
The payments may also, to the extent permitted by applicable regulations, contribute to various
non-cash and cash incentive arrangements to promote certain products, as well as sponsor various
educational programs, sales contests and/or promotions. The additional payments by Goldman Sachs
may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these services by such products.
The payments made by Goldman Sachs may be different for different Intermediaries. The presence
of these payments and the basis on which an Intermediary compensates its registered representatives
or salespersons may create an incentive for a particular Intermediary, registered representative or
salesperson to highlight, feature or recommend certain products based, at least in part, on the
level of compensation paid.
Potential Conflicts Relating to the Allocation of Investment Opportunities Among the Funds
and Other Goldman Sachs Accounts
Goldman Sachs has potential conflicts in connection with the allocation of investments or
transaction decisions for the Funds, including in situations in which Goldman Sachs or its
personnel (including personnel of the Investment Adviser) have interests. For example, the Funds
may be competing for investment opportunities with current or future accounts or funds managed or
advised by Goldman Sachs (including the Investment Adviser). These accounts or funds may provide
greater fees or other compensation (including performance based fees) to
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Goldman Sachs (including the Investment Adviser) or in which Goldman Sachs (including the
Investment Adviser) or its personnel have an interest (collectively, the Client/GS Accounts).
Goldman Sachs may manage or advise Client/GS Accounts that have investment objectives that are
similar to those of the Funds and/or may seek to make investments in securities or other
instruments in which the Funds may invest. This will create potential conflicts and potential
differences among the Funds and other Client/GS Accounts, particularly where there is limited
availability or limited liquidity for those investments. Such limited availability situations may
exist, without limitation, in local and emerging markets, regulated industries, research and
development trades, relative value or paired trades, IPO/new issues and limited issues. The
Investment Adviser has developed policies and procedures that provide that it will allocate
investment opportunities and make purchase and sale decisions among the Funds and other Client/GS
Accounts in a manner that it considers, in its sole discretion and consistent with its fiduciary
obligation to each Client/GS Account, to be reasonable. Allocations may be based on numerous
factors and may not always be pro rata based on assets managed.
The Investment Adviser will make allocation-related decisions for the Funds and other
Client/GS Accounts with reference to numerous factors that may include, without limitation, (i)
account investment horizons, investment objectives and guidelines; (ii) different levels of
investment for different strategies; (iii) client-specific investment guidelines and restrictions;
(iv) fully directed brokerage accounts; (v) tax sensitivity of accounts; (vi) suitability
requirements; (vii) account turnover guidelines; (viii) availability of cash for investment; (ix)
relative sizes and expected future sizes of applicable accounts; and/or (x) availability of other
investment opportunities. Suitability considerations can include without limitation (i) relative
attractiveness of a security to different accounts; (ii) concentration of positions in an account;
(iii) appropriateness of a security for the benchmark of an account; (iv) an accounts risk
tolerance, risk parameters and strategy allocations; (v) use of the opportunity as a replacement
for a security the Investment Adviser believes to be attractive for an account but that for some
reason cannot be held in the account; (vi) the need to hedge a short position in a pair trade;
and/or (vii) the need to give a subset of accounts exposure to an industry. In addition to
allocations of limited availability investments, the Investment Adviser may, from time to time,
develop and implement new investment opportunities and/or trading strategies, and these strategies
may not be allocated among all accounts (including the Fund) or
pro rata
, even if the strategy is
consistent with objectives of all accounts. The Investment Adviser may make decisions based on such
factors as strategic fit and other portfolio management considerations, including, without
limitation, an accounts capacity for such strategy, the liquidity of the strategy and its
underlying instruments, the accounts liquidity, the business risk of the strategy relative to the
accounts overall portfolio make-up, and the lack of efficacy of, or return expectations from, the
strategy for the account, and such other factors as the Investment Adviser deems relevant in its
sole discretion. For example, such a determination may, but will not necessarily, include
consideration of the fact that a particular strategy will not have a meaningful impact on an
account given the overall size of the account, the limited availability of opportunities in the
strategy and the availability of other strategies for the account. As a result, such a strategy may
be allocated to some accounts managed by the Investment Adviser and not to others.
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Although allocating orders among the Funds and other Client/GS Accounts may create potential
conflicts of interest because of the interests of Goldman Sachs or its personnel or because Goldman
Sachs may receive greater fees or compensation from one of the Client/GS Accounts allocations, the
Investment Adviser will not make allocation decisions based on such interests or greater fees or
compensation.
Allocation decisions among accounts may be more or less advantageous to any one account or
group of accounts. As a result of the above, the Investment Adviser may determine that investment
opportunities, strategies or particular purchases or sales are appropriate for one or more
Client/GS Accounts or for itself or an affiliate, but not for the Funds, or are appropriate for, or
available to, the Funds but in different sizes, terms or timing than is appropriate for other
Client/GS Accounts, or may determine not to allocate to or purchase or sell for Client/GS Accounts
all investment transactions for which Client/GS Accounts may be eligible. Therefore, the amount,
timing, structuring or terms of an investment by the Funds may differ from, and performance may be
lower than, investments and performance of other Client/GS Accounts.
The Investment Adviser and/or its affiliates manage accounts of clients of Goldman Sachs
Private Wealth Management (PWM) business. Such PWM clients receive advice from Goldman Sachs by
means of separate accounts (PWM Separate Accounts). With respect to the Funds, the Investment
Adviser may follow a strategy that is expected to be similar over time to that delivered by the PWM
Separate Accounts. Each of the Funds and the PWM Separate Account Clients are subject to
independent management and, given the independence in the implementation of advice to these
accounts, there can be no warranty that such investment advice will be implemented simultaneously.
Neither the Investment Adviser (in the case of the Funds) nor its affiliates (in the case of PWM
Separate Accounts), will know when advice issued has been executed (if at all) and, if so, to what
extent. While each will use reasonable endeavors to procure timely execution, it is possible that
prior execution for or on behalf of the PWM Separate Accounts could adversely affect the prices and
availability of the securities, currencies and instruments in which the Funds invest.
Other Potential Conflicts Relating to the Management of the Funds by the Investment Adviser
Potential Restrictions and Issues Relating to Information Held by Goldman Sachs
From time to time and subject to the Investment Advisers policies and procedures regarding
information barriers, the Investment Adviser may consult with personnel in other areas of Goldman
Sachs, or with persons unaffiliated with Goldman Sachs, or may form investment policy committees
comprised of such personnel. The performance by such persons of obligations related to their
consultation with personnel of the Investment Adviser could conflict with their areas of primary
responsibility within Goldman Sachs or elsewhere. In connection with their activities with the
Investment Adviser, such persons may receive information regarding the Investment Advisers
proposed investment activities of the Funds that is not generally available to the public. There
will be no obligation on the part of such persons to make available for use by the Funds any
information or strategies known to them or developed in connection with their
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own client, proprietary or other activities. In addition, Goldman Sachs will be under no
obligation to make available any research or analysis prior to its public dissemination.
The Investment Adviser makes decisions for the Funds based on the Funds investment programs.
The Investment Adviser from time to time may have access to certain fundamental analysis and
proprietary technical models developed by Goldman Sachs and its personnel. Goldman Sachs will not
be under any obligation, however, to effect transactions on behalf of the Funds in accordance with
such analysis and models.
In addition, Goldman Sachs has no obligation to seek information or to make available to or
share with the Funds any information, investment strategies, opportunities or ideas known to
Goldman Sachs personnel or developed or used in connection with other clients or activities.
Goldman Sachs and certain of its personnel, including the Investment Advisers personnel or other
Goldman Sachs personnel advising or otherwise providing services to the Funds, may be in possession
of information not available to all Goldman Sachs personnel, and such personnel may act on the
basis of such information in ways that have adverse effects on the Funds.
From time to time, Goldman Sachs may come into possession of material, non-public information
or other information that could limit the ability of the Funds to buy and sell investments. The
investment flexibility of the Funds may be constrained as a consequence. The Investment Adviser
generally is not permitted to obtain or use material non-public information in effecting purchases
and sales in public securities transactions for the Funds.
Potential Conflicts Relating to Goldman Sachs and the Investment Advisers Proprietary
Activities and Activities On Behalf of Other Accounts
The results of the investment activities of the Funds may differ significantly from the
results achieved by Goldman Sachs for its proprietary accounts and from the results achieved by
Goldman Sachs for other Client/GS Accounts. The Investment Adviser will manage the Funds and the
other Client/GS Accounts it manages in accordance with its respective investment objectives and
guidelines. However, Goldman Sachs may give advice, and take action, with respect to any current or
future Client/GS Accounts that may compete or conflict with the advice the Investment Adviser may
give to the Funds, or may involve a different timing or nature of action than with respect to the
Funds.
Transactions undertaken by Goldman Sachs or Client/GS Accounts may adversely impact the Funds.
Goldman Sachs and one or more Client/GS Accounts may buy or sell positions while the Funds are
undertaking the same or a differing, including potentially opposite, strategy, which could
disadvantage the Funds. For example, a Fund may buy a security and Goldman Sachs or Client/GS
Accounts may establish a short position in that same security. The subsequent short sale may result
in impairment of the price of the security which the Fund holds. Conversely, the Fund may establish
a short position in a security and Goldman Sachs or other Client/GS Accounts may buy that same
security. The subsequent purchase may result in an increase of the price of the underlying position
in the short sale exposure of the Fund and such increase in price would be to the Funds detriment.
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In addition, transactions in investments by one or more Client/GS Accounts and Goldman Sachs
may have the effect of diluting or otherwise disadvantaging the values, prices or investment
strategies of a Fund, particularly, but not limited to, in small capitalization, emerging market or
less liquid strategies. This may occur when portfolio decisions regarding a Fund are based on
research or other information that is also used to support portfolio decisions for other Client/GS
Accounts. When Goldman Sachs or a Client/GS Account implements a portfolio decision or strategy
ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Funds
(whether or not the portfolio decisions emanate from the same research analysis or other
information), market impact, liquidity constraints, or other factors could result in the Fund
receiving less favorable trading results and the costs of implementing such portfolio decisions or
strategies could be increased or the Fund could otherwise be disadvantaged. Goldman Sachs may, in
certain cases, elect to implement internal policies and procedures designed to limit such
consequences to Client/GS Accounts, which may cause a Fund to be unable to engage in certain
activities, including purchasing or disposing of securities, when it might otherwise be desirable
for it to do so.
Conflicts may also arise because portfolio decisions regarding a Fund may benefit other
Client/GS Accounts. For example, the sale of a long position or establishment of a short position
by a Fund may impair the price of the same security sold short by (and therefore benefit) Goldman
Sachs or other Client/GS Accounts, and the purchase of a security or covering of a short position
in a security by a Fund may increase the price of the same security held by (and therefore benefit)
Goldman Sachs or other Client/GS Accounts.
As noted above, the Investment Adviser may, but is not required to, aggregate purchase or sale
orders for the Fund with trades for other funds or accounts managed by Goldman Sachs, including
Client/GS Accounts. When orders are aggregated for execution, it is possible that GS and GS
employee interests will receive benefits from such transactions, even in limited capacity
situations. While the Investment Adviser maintains policies and procedures that it believes are
reasonably designed to deal with conflicts of interest that may arise in certain situations when
purchase or sale orders for the Funds are aggregated for execution with orders for Client/GS
Accounts, in some cases the Investment Adviser will make allocations to accounts in which Goldman
Sachs and/or employees have an interest, the Investment Adviser can provide more information upon
request.
The Investment Adviser has established a trade sequencing and rotation policy for certain U.S.
equity client accounts (including the Funds) and wrap fee accounts. The Investment Adviser does
not generally aggregate trades on behalf of wrap fee accounts at the present time. Wrap fees
usually cover execution costs only when trades are placed with the sponsor of the account. Trades
through different sponsors are generally not aggregated. The Investment Adviser currently utilizes
an asset-based trade sequencing and rotation policy for determining the order in which trades for
institutional and wrap accounts are placed. Given current asset levels, the Investment Advisers
trade sequencing and rotation policy provides that wrap accounts trade ahead of other accounts,
including the Fund, 10% of the time. Other accounts, including the Funds, currently trade before
wrap accounts 90% of the time. This is reflected in a ten-week
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trade rotation schedule. The Investment Adviser may deviate from the rotation schedule under
certain circumstances. These include situations, for example, where in the Investment Advisers
view it is not practical for the wrap fee accounts to participate in certain types of trades or
when there are unusually long delays in a given wrap sponsors execution of a particular trade. In
addition, a portfolio management team may provide instructions simultaneously regarding the
placement of a trade in lieu of the rotation schedule if the trade represents a relatively small
proportion of the average daily trading volume of the relevant security.
The directors, officers and employees of Goldman Sachs, including the Investment Adviser, may
buy and sell securities or other investments for their own accounts (including through investment
funds managed by Goldman Sachs, including the Investment Adviser). As a result of differing trading
and investment strategies or constraints, positions may be taken by directors, officers and
employees that are the same, different from or made at different times than positions taken for the
Funds. To reduce the possibility that the Funds will be materially adversely affected by the
personal trading described above, each of the Funds and Goldman Sachs, as each Funds Investment
Adviser and distributor, has established policies and procedures that restrict securities trading
in the personal accounts of investment professionals and others who normally come into possession
of information regarding the Funds portfolio transactions. Each of the Funds and Goldman Sachs, as
each Funds Investment Adviser and distributor, has adopted a code of ethics (collectively, the
Codes of Ethics) in compliance with Section 17(j) of the Act and monitoring procedures relating
to certain personal securities transactions by personnel of the Investment Adviser which the
Investment Adviser deems to involve potential conflicts involving such personnel, Client/GS
Accounts managed by the Investment Adviser and the Funds. The Codes of Ethics require that
personnel of the Investment Adviser comply with all applicable federal securities laws and with the
fiduciary duties and anti-fraud rules to which the Investment Adviser is subject. The Codes of
Ethics can be reviewed and copied at the SECs Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. The Codes of Ethics are also available on the EDGAR Database on the SECs Internet
site at
http://www.sec.gov
. Copies may also be obtained after paying a duplicating fee by
writing the SECs Public Reference Section, Washington, DC 20549-0102, or by electronic request to
publicinfo@sec.gov
.
Clients of Goldman Sachs (including Client/GS Accounts) may have, as a result of receiving
client reports or otherwise, access to information regarding the Investment Advisers transactions
or views which may affect such clients transactions outside of accounts controlled by personnel of
the Investment Adviser, and such transactions may negatively impact the performance of the Funds.
The Funds may also be adversely affected by cash flows and market movements arising from purchase
and sales transactions, as well as increases of capital in, and withdrawals of capital from, other
Client/GS Accounts. These effects can be more pronounced in thinly traded and less liquid markets.
The Investment Advisers management of the Funds may benefit Goldman Sachs. For example, the
Funds may, subject to applicable law, invest directly or indirectly in the securities
B-105
of companies affiliated with Goldman Sachs or which Goldman Sachs has an equity, debt or other
interest. In addition, to the extent permitted by applicable law, the Funds may engage in
investment transactions which may result in other Client/GS Accounts being relieved of obligations
or otherwise divesting of investments or cause the Funds to have to divest certain investments. The
purchase, holding and sale of investments by the Funds may enhance the profitability of Goldman
Sachs or other Client/GS Accounts own investments in and its activities with respect to such
companies.
Goldman Sachs and one or more Client/GS Accounts (including the Funds) may also invest in
different classes of securities of the same issuer. As a result, one or more Client/GS Accounts may
pursue or enforce rights with respect to a particular issuer in which the Fund has invested, and
those activities may have an adverse effect on the Funds. For example, if a Client/GS Account holds
debt securities of an issuer and the Fund holds equity securities of the same issuer, if the issuer
experiences financial or operations challenges, the Client/GS Account which holds the debt
securities may seek a liquidation of the issuer, whereas the Fund which holds the equity securities
may prefer a reorganization of the issuer. The Fund may be negatively impacted by Goldman Sachs
and other Client/GS Accounts activities, and transactions for the Fund may be impaired or effected
at prices or terms that may be less favorable than would otherwise have been the case had Goldman
Sachs and other Client/GS Accounts not pursued a particular course of action with respect to the
issuer of the securities. In addition, in certain instances personnel of the Investment Adviser may
obtain information about the issuer that would be material to the management of other Client/GS
Accounts which could limit the ability of personnel of the Investment Adviser to buy or sell
securities of the issuer on behalf of the Funds.
Goldman Sachs may create, write, sell or issue, or act as placement agent or distributor of,
derivative instruments with respect to the Funds or with respect to underlying securities,
currencies or instruments of the Funds, or which may be otherwise based on the performance of the
Funds. In addition, to the extent permitted by applicable law, Goldman Sachs (including its
personnel or Client/GS Accounts) may invest in the Funds, may hedge its derivative positions by
buying or selling shares of the Funds, and reserves the right to redeem some or all of its
investments at any time. These investments and redemptions may be significant and may be made
without notice to the shareholders. The structure or other characteristics of the derivative
instruments may have an adverse effect on the Funds. For example, the derivative instruments could
represent leveraged investments in the Funds, and the leveraged characteristics of such investments
could make it more likely, due to events of default or otherwise, that there would be significant
redemptions of interests from the Funds more quickly than might otherwise be the case. Goldman
Sachs, acting in commercial capacities in connection with such derivative instruments, may in fact
cause such a redemption. This may have an adverse effect on the investment management and
positions, flexibility and diversification strategies of the Funds and on the amount of fees,
expenses and other costs incurred directly or indirectly for the account of the Funds.
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Potential Conflicts in Connection with Investments in Goldman Sachs Money Market Funds
To the extent permitted by applicable law, a Fund may invest all or some of its short term
cash investments in any money market fund advised or managed by Goldman Sachs. In connection with
any such investments, a Fund, to the extent permitted by the Act, will pay its share of all
expenses (other than advisory and administrative fees) of a money market fund in which it invests
which may result in a Fund bearing some additional expenses.
Goldman Sachs May In-Source or Outsource
Subject to applicable law, Goldman Sachs, including the Investment Adviser, may from time to
time and without notice to investors in-source or outsource certain processes or functions in
connection with a variety of services that it provides to the Funds in its administrative or other
capacities. Such in-sourcing or outsourcing may give rise to additional conflicts of interest.
Potential Conflicts That May Arise When Goldman Sachs Acts in a Capacity Other Than Investment
Adviser to the Funds
To the extent permitted by applicable law, the Funds may enter into transactions and invest in
futures, securities, currencies, swaps, options, forward contracts or other instruments in which
Goldman Sachs acting as principal or on a proprietary basis for its customers, serves as the
counterparty. The Funds may also enter into cross transactions in which Goldman Sachs acts on
behalf of the Fund and for the other party to the transaction. Goldman Sachs may have a potentially
conflicting division of responsibilities to both parties to a cross transaction. For example,
Goldman Sachs may represent both a Fund and another Client/GS Account in connection with the
purchase of a security by the Fund, and Goldman Sachs may receive compensation or other payments
from either or both parties, which could influence the decision of Goldman Sachs to cause the Fund
to purchase such security. The Funds may engage in principal or cross transactions to the extent
permitted by applicable law.
Goldman Sachs may act as broker, dealer, agent, lender or advisor or in other commercial
capacities for the Funds. It is anticipated that the commissions, mark-ups, mark-downs, financial
advisory fees, underwriting and placement fees, sales fees, financing and commitment fees,
brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by Goldman
Sachs will be in its view commercially reasonable, although Goldman Sachs, including its sales
personnel, will have an interest in obtaining fees and other amounts that are favorable to Goldman
Sachs and such sales personnel. The Funds may, to the extent permitted by applicable law, borrow
funds from Goldman Sachs at rates and on other terms arranged with Goldman Sachs.
Goldman Sachs may be entitled to compensation when it acts in capacities other than as the
Investment Adviser, and the Funds will not be entitled to any such compensation. For example,
Goldman Sachs (and its personnel and other distributors) will be entitled to retain fees and other
amounts that it receives in connection with its service to the Funds as broker, dealer,
B-107
agent, lender, advisor or in other commercial capacities and no accounting to the Funds or
their shareholders will be required, and no fees or other compensation payable by the Funds or
their shareholders will be reduced by reason of receipt by Goldman Sachs of any such fees or other
amounts.
When Goldman Sachs acts as broker, dealer, agent, lender or advisor or in other commercial
capacities in relation to the Funds, Goldman Sachs may take commercial steps in its own interests,
which may have an adverse effect on the Funds. For example, in connection with lending arrangements
involving the Funds, Goldman Sachs may require repayment of all or part of a loan at any time or
from time to time.
The Funds will be required to establish business relationships with their counterparties based
on their own credit standing. Goldman Sachs, including the Investment Adviser, will not have any
obligation to allow its credit to be used in connection with the Funds establishment of their
business relationships, nor is it expected that the Funds counterparties will rely on the credit
of Goldman Sachs in evaluating the Funds creditworthiness.
Potential Conflicts in Connection with Brokerage Transactions and Proxy Voting
To the extent permitted by applicable law, purchases and sales of securities for a Fund may be
bunched or aggregated with orders for other Client/GS Accounts. The Investment Adviser and its
affiliates, however, are not required to bunch or aggregate orders if portfolio management
decisions for different accounts are made separately, or if they determine that bunching or
aggregating is not practicable, required or with cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or
execution on the entire volume of securities purchased or sold. When this occurs, the various
prices may be averaged, and the Funds will be charged or credited with the average price. Thus, the
effect of the aggregation may operate on some occasions to the disadvantage of the Funds. In
addition, under certain circumstances, the Funds will not be charged the same commission or
commission equivalent rates in connection with a bunched or aggregated order. Time zone
differences, separate trading desks or portfolio management processes in a global organization may,
among other factors, result in separate, non-aggregated executions.
The Investment Adviser may select brokers (including, without limitation, affiliates of the
Investment Adviser) that furnish the Investment Adviser, the Funds, other Client/GS Accounts or
their affiliates or personnel, directly or through correspondent relationships, with research or
other appropriate services which provide, in the Investment Advisers view, appropriate assistance
to the Investment Adviser in the investment decision-making process (including with respect to
futures, fixed-price offerings and over-the-counter transactions). Such research or other services
may include, to the extent permitted by law, research reports on companies, industries and
securities; economic and financial data; financial publications; proxy analysis; trade industry
seminars; computer data bases; quotation equipment and services; and research-oriented computer
hardware, software and other services and products. Research or other services obtained in this
manner may be used in servicing any or all of the Funds and other
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Client/GS Accounts, including in connection with Client/GS Accounts other than those that pay
commissions to the broker relating to the research or other service arrangements. Such products and
services may disproportionately benefit other Client/GS Accounts relative to the Funds based on the
amount of brokerage commissions paid by the Funds and such other Client/GS Accounts. For example,
research or other services that are paid for through one clients commissions may not be used in
managing that clients account. In addition, other Client/GS Accounts may receive the benefit,
including disproportionate benefits, of economies of scale or price discounts in connection with
products and services that may be provided to the Funds and to such other Client/GS Accounts. To
the extent that the Investment Adviser uses soft dollars, it will not have to pay for those
products and services itself. The Investment Adviser may receive research that is bundled with the
trade execution, clearing, and/or settlement services provided by a particular broker-dealer. To
the extent that the Investment Adviser receives research on this basis, many of the same conflicts
related to traditional soft dollars may exist. For example, the research effectively will be paid
by client commissions that also will be used to pay for the execution, clearing, and settlement
services provided by the broker-dealer and will not be paid by the Investment Adviser.
The Investment Adviser may endeavor to execute trades through brokers who, pursuant to such
arrangements, provide research or other services in order to ensure the continued receipt of
research or other services the Investment Adviser believes are useful in its investment
decision-making process. The Investment Adviser may from time to time choose not to engage in the
above described arrangements to varying degrees.
The Investment Adviser has adopted policies and procedures designed to prevent conflicts of
interest from influencing proxy voting decisions that it makes on behalf of advisory clients,
including the Funds, and to help ensure that such decisions are made in accordance with the
Investment Advisers fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy
voting policies and procedures, actual proxy voting decisions of the Investment Adviser may have
the effect of favoring the interests of other clients or businesses of other divisions or units of
Goldman Sachs and/or its affiliates provided that the Investment Adviser believes such voting
decisions to be in accordance with its fiduciary obligations. For a more detailed discussion of
these policies and procedures, see the section of this Additional Statement entitled Proxy
Voting.
Potential Regulatory Restrictions on Investment Adviser Activity
From time to time, the activities of a Fund may be restricted because of regulatory
requirements applicable to Goldman Sachs and/or its internal policies designed to comply with,
limit the applicability of, or otherwise relate to such requirements. A client not advised by
Goldman Sachs would not be subject to some of those considerations. There may be periods when the
Investment Adviser may not initiate or recommend certain types of transactions, or may otherwise
restrict or limit its advice in certain securities or instruments issued by or related to companies
for which Goldman Sachs is performing investment banking, market making or other services or has
proprietary positions. For example, when Goldman Sachs is engaged in an
B-109
underwriting or other distribution of securities of, or advisory services for, a company, the
Funds may be prohibited from or limited in purchasing or selling securities of that company.
Similar situations could arise if Goldman Sachs personnel serve as directors of companies the
securities of which the Funds wish to purchase or sell. The larger the Investment Advisers
investment advisory business and Goldman Sachs businesses, the larger the potential that these
restricted list policies will impact investment transactions. However, if permitted by applicable
law, the Funds may purchase securities or instruments that are issued by such companies or are the
subject of an underwriting, distribution, or advisory assignment by Goldman Sachs, or in cases in
which Goldman Sachs personnel are directors or officers of the issuer.
The investment activities of Goldman Sachs for its proprietary accounts and for Client/GS
Accounts may also limit the investment strategies and rights of the Funds. For example, in
regulated industries, in certain emerging or international markets, in corporate and regulatory
ownership definitions, and in certain futures and derivative transactions, there may be limits on
the aggregate amount of investment by affiliated investors that may not be exceeded without the
grant of a license or other regulatory or corporate consent or, if exceeded, may cause Goldman
Sachs, the Funds or other Client/GS Accounts to suffer disadvantages or business restrictions. If
certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability
of the Investment Adviser on behalf of clients (including the Funds) to purchase or dispose of
investments, or exercise rights or undertake business transactions, may be restricted by regulation
or otherwise impaired. As a result, the Investment Adviser on behalf of clients (including the
Funds) may limit purchases, sell existing investments, or otherwise restrict or limit the exercise
of rights (including voting rights) when the Investment Adviser, in its sole discretion, deems it
appropriate.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Investment Adviser is responsible with respect to the Portfolios (and the particular
investment adviser is responsible with respect to the Underlying Funds) for decisions to buy and
sell securities, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. Purchases and sales of securities on a securities
exchange are effected through brokers who charge a negotiated commission for their services.
Increasingly, securities traded over-the-counter also involve the payment of negotiated brokerage
commissions. Orders may be directed to any broker including, to the extent and in the manner
permitted by applicable law, Goldman Sachs.
In the over-the-counter market, securities have historically traded on a net basis with
dealers acting as principal for their own accounts without a stated commission, although the price
of a security usually includes a profit to the dealer. In underwritten offerings, securities are
purchased at a fixed price which includes an amount of compensation to the underwriter, generally
referred to as the underwriters concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no commissions or discounts are
paid.
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The
portfolio transactions for the Underlying Fixed Income Funds are generally effected at a
net price without a brokers commission (
i.e.
, a dealer is dealing with an Underlying Fund as
principal and receives compensation equal to the spread between the dealers cost for a given
security and the resale price of such security). In certain foreign countries, debt securities are
traded on exchanges at fixed commission rates.
In placing orders for portfolio securities of an Underlying Fund, the Underlying Funds
investment advisers are generally required to give primary consideration to obtaining the most
favorable execution and net price available. This means that an investment adviser will seek to
execute each transaction at a price and commission, if any, which provides the most favorable total
cost or proceeds reasonably attainable in the circumstances. As permitted by Section 28(e) of the
Securities Exchange Act of 1934 (Section 28(e)), the Underlying Fund may pay a broker that
provides brokerage and research services an amount of disclosed commission in excess of the
commission which another broker would have charged for effecting that transaction. Such practice is
subject to a good faith determination by the Trustees that such commission is reasonable in light
of the services provided and to such policies as the Trustees may adopt from time to time. While
the Underlying Funds investment advisers generally seek reasonably competitive spreads or
commissions, an Underlying Fund will not necessarily be paying the lowest spread or commission
available. Within the framework of this policy, the investment advisers will consider research and
investment services provided by brokers or dealers who effect or are parties to portfolio
transactions of an Underlying Fund, the investment advisers and their affiliates, or their other
clients. Such research and investment services are those which brokerage houses customarily provide
to institutional investors and include research reports on particular industries and companies;
economic surveys and analyses; recommendations as to specific securities; research products,
including quotation equipment and computer related programs; research and advice concerning the
value of securities, the advisability of investing in, purchasing or selling securities, and the
availability of securities or the purchasers or sellers of securities; analyses and reports
concerning issuers, industries, securities, economic factors and trends, portfolio strategy and
performance of accounts; services relating to effecting securities transactions and functions
incidental thereto (such as clearance and settlement); and other lawful and appropriate assistance
to the investment advisers in the performance of their decision-making responsibilities.
Such services are used by the investment advisers in connection with all of their investment
activities, and some of such services obtained in connection with the execution of transactions for
an Underlying Fund may be used in managing other investment accounts. Conversely, brokers
furnishing such services may be selected for the execution of transactions of such other accounts,
whose aggregate assets may be far larger than those of an Underlying Fund, and the services
furnished by such brokers may be used by the investment advisers in providing management services
for the Trust. On occasion, a broker-dealer might furnish an investment adviser with a service
which has a mixed use (
i.e.
, the service is used both for investment and brokerage activities and
for other activities). Where this occurs, an investment adviser will reasonably allocate the cost
of the service, so that the portion or specific component which assists in investment and brokerage
activities is obtained using portfolio commissions from the
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Underlying Funds or other managed accounts, and the portion or specific component which
provides other assistance (for example, administrative or non-research assistance) is paid for by
an investment adviser from its own funds.
On occasions when an Underlying Funds investment adviser deems the purchase or sale of a
security to be in the best interest of an Underlying Fund as well as its other customers (including
any other fund or other investment company or advisory account for which such investment adviser
acts as investment adviser or sub-investment adviser), the investment adviser, to the extent
permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased
for the Underlying Fund with those to be sold or purchased for such other customers in order to
obtain the best net price and most favorable execution under the circumstances. In such event,
allocation of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the investment adviser in the manner it considers to be equitable and
consistent with its fiduciary obligations to such Underlying Fund and such other customers. In some
instances, this procedure may adversely affect the price and size of the position obtainable for an
Underlying Fund.
Commission rates in the U.S. are established pursuant to negotiations with the broker based on
the quality and quantity of execution services provided by the broker in the light of generally
prevailing rates. The allocation of orders among brokers and the commission rates paid are reviewed
periodically by the Trustees.
Certain Underlying Funds participate in a commission recapture program. Under the program,
participating broker-dealers rebate a percentage of commissions earned on Underlying Fund portfolio
transactions to the particular Underlying Fund from which the commissions were generated. The
rebated commissions are treated as realized capital gains of the Underlying Funds.
Subject to the above considerations, the Underlying Funds investment advisers may use Goldman
Sachs or an affiliate as a broker for an Underlying Fund. In order for Goldman Sachs or an
affiliate, acting as agent, to effect any securities or futures transactions for an Underlying
Fund, the commissions, fees or other remuneration received by Goldman Sachs or an affiliate must be
reasonable and fair compared to the commissions, fees or other remuneration received by other
brokers in connection with comparable transactions involving similar securities or futures
contracts. Furthermore, the Trustees, including a majority of the Trustees who are not interested
Trustees, have adopted procedures which are reasonably designed to provide that any commissions,
fees or other remuneration paid to Goldman Sachs are consistent with the foregoing standard.
Brokerage transactions with Goldman Sachs are also subject to such fiduciary standards as may be
imposed upon Goldman Sachs by applicable law.
The amount of brokerage commissions paid by the Underlying Funds may vary substantially from
year to year because of differences in shareholder purchase and redemption activity, portfolio
turnover rates and other factors. The Portfolios had not yet commenced
operations as of the date of this Additional Statement. Therefore, no
brokerage commissions were paid to GSAM or a brokerage affiliate of
the Investment Advisor.
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NET ASSET VALUE
In accordance with procedures adopted by the Trustees, the net asset value per share of each
class of each Portfolio is calculated by determining the value of the net assets attributed to each
class of that Portfolio and dividing by the number of outstanding shares of that class. All
securities are valued on each Business Day as of the close of regular trading on the New York Stock
Exchange (normally, but not always, 4:00 p.m. New York time) or such later time as the New York
Stock Exchange or NASDAQ market may officially close. The term Business Day means any day the New
York Stock Exchange is open for trading which is Monday through Friday except for holidays. The New
York Stock Exchange is closed on the following holidays: New Years Day (observed), Martin Luther
King, Jr. Day, Washingtons Birthday (observed), Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas.
The time at which transactions and shares are priced and the time by which orders must be
received may be changed in case of an emergency or if regular trading on the New York Stock
Exchange is stopped at a time other than 4:00 p.m. New York Time. The Trust reserves the right to
reprocess purchase, redemption and exchange transactions that were initially processed at a net
asset value other than the Portfolios official closing net asset value (as the same may be
subsequently adjusted), and to recover amounts from (or distribute amounts to) shareholders based
on the official closing net asset value. The Trust reserves the right to advance the time by which
purchase and redemption orders must be received for same business day credit as otherwise permitted
by the SEC. In addition, each Portfolio may compute its net asset value as of any time permitted
pursuant to any exemption, order or statement of the SEC or its staff.
In determining the net asset value of a Portfolio, the net asset value of the Underlying
Funds shares held by the Portfolio will be their net asset value at the time of computation.
Portfolio securities of the Underlying Funds for which accurate market quotations are available are
valued as follows: (i) securities listed on any U.S. or foreign stock exchange or on National
Association of Securities Dealers Automated Quotations (NASDAQ) will be valued at the last sale
price, or the official closing price, on the exchange or system in which they are principally
traded on the valuation date. If there is no sale on the valuation day, securities traded will be
valued at the closing bid price, or if a closing bid price is not available, at either the exchange
or system-defined close price on the exchange or system in which such securities are principally
traded. If the relevant exchange or system has not closed by the above-mentioned time for
determining the Underlying Funds net asset value, the securities will be valued at the last sale
price or official closing price or, if not available, at the bid price at the time the net asset
value is determined; (ii) over-the-counter securities not quoted on NASDAQ will be valued at the
last sale price on the valuation day or, if no sale occurs, at the last bid price at the time net
asset value is determined; (iii) equity securities for which no prices are obtained under sections
(i) or (ii) hereof, including those for which a pricing service supplies no exchange quotation or a
quotation that is believed by the portfolio manager/trader to be inaccurate, will be valued at
their fair value in accordance with procedures approved by the Board
of Trustees; (iv) fixed income
securities with a remaining maturity of 60 days or more for which accurate market quotations are
readily available will normally be valued according to dealer-supplied bid quotations or bid
quotations
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from a recognized pricing service (
e.g.
, Interactive Data Corp., Merrill Lynch, J.J. Kenny,
Muller Data Corp., Bloomberg, EJV, Reuters or Standard &
Poors); (v) fixed income securities for
which accurate market quotations are not readily available are valued by the investment adviser
based on valuation models that take into account spread and daily yield changes on government
securities in the appropriate market (
i.e.
matrix pricing); (vi) debt securities with a remaining
maturity of 60 days or less are valued by the particular investment adviser at amortized cost,
which the Trustees have determined to approximate fair value; and (vii) all other instruments,
including those for which a pricing service supplies no exchange quotation or a quotation that is
believed by the portfolio manager/trader to be inaccurate, will be valued at fair value in
accordance with the valuation procedures approved by the Board of Trustees.
The value of all assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at current exchange rates of such currencies against U.S. dollars last quoted by
any major bank or pricing service. If such quotations are not available, the rate of exchange will
be determined in good faith by or under procedures established by the Board of Trustees.
Generally, trading in securities on European, Asian and Far Eastern securities exchanges and
on over-the-counter markets in these regions is substantially completed at various times prior to
the close of business on each Business Day in New York (
i.e.
, a day on which the New York Stock
Exchange is open for trading). In addition, European, Asian or Far Eastern securities trading
generally or in a particular country or countries may not take place on all Business Days in New
York. Furthermore, trading takes place in various foreign markets on days which are not Business
Days in New York and days on which the Underlying Funds net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the prices of the
majority of the portfolio securities used in such calculation. The Funds investments are valued
based on market quotations which may be furnished by a pricing service or provided by securities
dealers or, in the case of foreign equity securities, prices provided by an independent fair value
service. For Underlying Funds that invest a significant portion of assets in foreign equity
securities, fair value prices are used because many foreign markets operate at times that do not
coincide with those of the major U.S. markets. Events that could affect the values of foreign
portfolio holdings may occur between the close of the foreign market and the time of determining
the NAV, and would not otherwise be reflected in the NAV. If the independent fair value service
does not provide a fair value for a particular security or if the value does not meet the
established criteria for the Underlying Funds, the most recent closing price for such a security on
its principal exchange will generally be its fair value on such date. If market quotations or
independent information is not readily available, or if the Investment Adviser believes that such
quotations or prices do not accurately reflect fair value, the fair value of the Funds investments
may be otherwise determined in good faith under procedures established by the Trustees. In
providing the Funds daily fair valuations for such securities, an independent service will take
into account multiple factors including, but not limited to, movements in the U.S. securities
markets, certain depository receipts, futures contracts and foreign currency exchange rates. The
use of an independent service and fair valuation involve the
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risk that the values used by the Funds to price their investments may be higher or lower than
the values used by other investment companies and investors to price the same investments.
The proceeds received by each Portfolio and each other series of the Trust from the issue or
sale of its shares, and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated to such Portfolio
or particular series and constitute the underlying assets of that Portfolio or series. The
underlying assets of each Portfolio or particular series will be segregated on the books of
account, and will be charged with the liabilities in respect of such Portfolio and with a share of
the general liabilities of the Trust. Expenses of the Trust with respect to the Portfolios and the
other series of the Trust are generally allocated in proportion to the net asset values of the
respective Portfolios or series except where allocations of expenses can otherwise be fairly made.
The Trust has adopted a policy to handle certain NAV related errors occurring in the operation
of the Portfolios and Underlying Funds, and under certain circumstances neither the Portfolios and
Underlying Funds nor shareholders who purchase or sell shares during periods that errors accrue or
occur may be recompensed in connection with the resolution of the error.
SHARES OF THE TRUST
Each Portfolio is a series of Goldman Sachs Trust, a Delaware statutory trust established by
an Agreement and Declaration of Trust dated January 28, 1997. The Trustees have authority under the
Trusts Declaration of Trust to create and classify shares of beneficial interest in separate
series, without further action by shareholders. The Trustees also have authority to classify and
reclassify the shares of the Portfolios into one or more classes of shares. As of the date of this
Additional Statement, the Trustees have authorized the issuance of three classes of shares in each
Portfolio: Institutional Shares, Service Shares and Class A Shares. Additional series and classes
may be added in the future.
Each Institutional Share, Service Share and Class A Shares of a Portfolio represents a
proportionate interest in the assets belonging to the applicable class of the Portfolio. All
expenses of a Portfolio are borne at the same rate fees under the Service and Administration Plans
are borne exclusively by Service Shares, fees under the Distribution and Service Plan are borne
exclusively by Class A Shares, and transfer agency fees and expenses may be borne at different
rates by different share classes. The Trustees may determine in the future that it is appropriate
to allocate other expenses differently among classes of shares and may do so to the extent
consistent with the rules of the SEC and positions of the Internal Revenue Service. Each class of
shares may have different minimum investment requirements and be entitled to different shareholder
services. With limited exceptions, shares of a class may only be exchanged for shares of the same
or an equivalent class of another series. See Shareholder Guide in the Prospectuses and Other
Information Regarding Maximum Sales Charge, Purchases, Redemptions, Exchanges and Dividends below.
In addition, the fees and expenses set forth
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below for each class may be subject to voluntary fee waivers or reimbursements, as discussed
in the Portfolios Prospectuses.
Institutional Shares may be purchased at net asset value without a sales charge for accounts
in the name of an investor or institution that is not compensated by a Portfolio under a Plan for
services provided to the institutions customers.
Service Shares may be purchased at net asset value without a sales charge for accounts held in
the name of an institution that, directly or indirectly, provides certain shareholder
administration services and shareholder liaison services to its customers, including maintenance of
account records and processing orders to purchase, redeem and exchange Service Shares. Service
Shares bear the cost of service fees and shareholder administration fees at the annual rate of up
to 0.25% and 0.25%, respectively, of the average daily net assets of the Portfolio attributable to
Service Shares.
Class A Shares are sold, with an initial sales charge of up to 5.5%, through brokers and
dealers who are members of the NASD and certain other financial service firms that have sales
agreements with Goldman Sachs. Class A Shares of the Portfolios bear the cost of distribution (Rule
12b-1) fees at the aggregate rate of up to 0.25% of the average daily net assets of such Class A
Shares. With respect to Class A Shares, the distributor at its discretion may use compensation for
distribution services paid under the Distribution and Service Plan for personal and account
maintenance services and expenses so long as such total compensation under the Plan does not exceed
the maximum cap on service fees imposed by the NASD.
It is possible that an institution or its affiliate may offer different classes of shares
(
i.e.
, Institutional, Service and Class A Shares) to its customers and thus receive different
compensation with respect to different classes of shares of each Portfolio. Dividends paid by each
Portfolio, if any, with respect to each class of shares will be calculated in the same manner, at
the same time on the same day and will be in the same amount, except for differences caused by the
fact that the respective transfer agency and Plan fees relating to a particular class will be borne
exclusively by that class. Similarly, the net asset value per share may differ depending upon the
class of shares purchased.
Certain aspects of the shares may be altered after advance notice to shareholders if it is
deemed necessary in order to satisfy certain tax regulatory requirements.
When issued for the consideration described in the Portfolios Prospectus, shares are fully
paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a
particular series or class, to pay certain custodian, transfer, servicing or similar agent charges
by setting off the same against declared but unpaid dividends or by reducing share ownership (or by
both means). In the event of liquidation, shareholders are entitled to share
pro rata
in the net
assets of the applicable class of the relevant Portfolio available for distribution to such
shareholders. All shares are freely transferable and have no preemptive, subscription or conversion
rights. The Trustees may require shareholders to redeem Shares for any reason under terms set by
the Trustees.
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In the interest of economy and convenience, the Trust does not issue certificates representing
the Portfolios shares. Instead, the transfer agent maintains a record of each shareholders
ownership. Each shareholder receives confirmation of purchase and redemption orders from the
transfer agent. Portfolio shares and any dividends and distributions paid by the Portfolios are
reflected in account statements from the transfer agent.
The Act requires that where more than one series of shares exists, each series must be
preferred over all other series in respect to assets specifically allocated to such series. In
addition, Rule 18f-2 under the Act provides that any matter required to be submitted by the
provisions of the Act or applicable state law, or otherwise, to the holders of the outstanding
voting securities of an investment company such as the Trust shall not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series shall be deemed to
be affected by a matter unless the interests of each series in the matter are substantially
identical or the matter does not affect any interest of such series. However, Rule 18f-2 exempts
the selection of independent public accountants, the approval of principal distribution contracts
and the election of trustees from the separate voting requirements of Rule 18f-2.
The Trust is not required to hold annual meetings of shareholders and does not intend to hold
such meetings. In the event that a meeting of shareholders is held, each share of the Trust will be
entitled, as determined by the Trustees without the vote or consent of the shareholders, either to
one vote for each share or to one vote for each dollar of net asset value represented by such share
on all matters presented to shareholders including the election of Trustees (this method of voting
being referred to as dollar based voting). However, to the extent required by the Act or
otherwise determined by the Trustees, series and classes of the Trust will vote separately from
each other. Shareholders of the Trust do not have cumulative voting rights in the election of
Trustees. Meetings of shareholders of the Trust, or any series or class thereof, may be called by
the Trustees, certain officers or upon the written request of holders of 10% or more of the shares
entitled to vote at such meetings. The Trustees will call a special meeting of shareholders for the
purpose of electing Trustees if, at any time, less than a majority of Trustees holding office at
the time were elected by shareholders. The shareholders of the Trust will have voting rights only
with respect to the limited number of matters specified in the Declaration of Trust and such other
matters as the Trustees may determine or may be required by law.
The Declaration of Trust provides for indemnification of Trustees, officers, employees and
agents of the Trust unless the recipient is adjudicated (i) to be liable by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such persons office or (ii) not to have acted in good faith in the reasonable belief
that such persons actions were in the best interest of the Trust. The Declaration of Trust
provides that, if any shareholder or former shareholder of any series is held personally liable
solely by reason of being or having been a shareholder and not because of the shareholders acts or
omissions or for some other reason, the shareholder or former shareholder (or the shareholders
heirs, executors, administrators, legal representatives or general successors) shall be held
harmless from and indemnified against all loss and expense arising from such liability. The
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Trust, acting on behalf of any affected series, must, upon request by such shareholder, assume
the defense of any claim made against such shareholder for any act or obligation of the series and
satisfy any judgment thereon from the assets of the series.
The Declaration of Trust permits the termination of the Trust or of any series or class of the
Trust (i) by a majority of the affected shareholders at a meeting of shareholders of the Trust,
series or class; or (ii) by a majority of the Trustees without shareholder approval if the Trustees
determine, in their sole discretion, that such action is in the best interest of the Trust, such
series, such class or their respective shareholders. The Trustees may consider such factors as
they, in their sole discretion, deem appropriate in making such determination, including (i) the
inability of the Trust or any series or class to maintain its assets at an appropriate size; (ii)
changes in laws or regulations governing the Trust, series or class or affecting assets of the type
in which it invests; or (iii) economic developments or trends having a significant adverse impact
on the business or operations of the Trust or series.
The Declaration of Trust authorizes the Trustees, without shareholder approval, to cause the
Trust, or any series thereof, to merge or consolidate with any corporation, association, trust or
other organization or sell or exchange all or substantially all of the property belonging to the
Trust or any series thereof. In addition, the Trustees, without shareholder approval, may adopt a
master-feeder structure by investing all or a portion of the assets of a series of the Trust in the
securities of another open-end investment company with substantially the same investment objective,
restrictions and policies.
The Declaration of Trust permits the Trustees to amend the Declaration of Trust without a
shareholder vote. However, shareholders of the Trust have the right to vote on any amendment (i)
that would adversely affect the voting rights of shareholders; (ii) that is required by law to be
approved by shareholders; (iii) that would amend the provisions of the Declaration of Trust
regarding amendments and supplements thereto; or (iv) that the Trustees determine to submit to
shareholders.
The Trustees may appoint separate Trustees with respect to one or more series or classes of
the Trusts shares (the Series Trustees). Series Trustees may, but are not required to, serve as
Trustees of the Trust or any other series or class of the Trust. To the extent provided by the
Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of
any other Trustees of the Trust, all the powers and authorities of Trustees under the Declaration
of Trust with respect to such series or class, but may have no power or authority with respect to
any other series or class.
Shareholder and Trustee Liability
Under Delaware law, the shareholders of the Portfolios are not generally subject to liability
for the debts or obligations of the Trust. Similarly, Delaware law provides that a series of the
Trust will not be liable for the debts or obligations of any other series of the Trust. However, no
similar statutory or other authority limiting statutory trust shareholder liability exists in other
states. As a result, to the extent that a Delaware statutory trust or a shareholder is
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subject to the jurisdiction of courts of such other states, the courts may not apply Delaware
law and may thereby subject the Delaware statutory trust shareholders to liability. To guard
against this risk, the Declaration of Trust contains an express disclaimer of shareholder liability
for acts or obligations of a series. Notice of such disclaimer will normally be given in each
agreement, obligation or instrument entered into or executed by a series of the Trust. The
Declaration of Trust provides for indemnification by the relevant series for all loss suffered by a
shareholder as a result of an obligation of the series. The Declaration of Trust also provides that
a series shall, upon request, assume the defense of any claim made against any shareholder for any
act or obligation of the series and satisfy any judgment thereon. In view of the above, the risk of
personal liability of shareholders of a Delaware statutory trust is remote.
In addition to the requirements under Delaware law, the Declaration of Trust provides that
shareholders of a series may bring a derivative action on behalf of the series only if the
following conditions are met: (i) shareholders eligible to bring such derivative action under
Delaware law who hold at least 10% of the outstanding shares of the series, or 10% of the
outstanding shares of the class to which such action relates, shall join in the request for the
Trustees to commence such action; and (ii) the Trustees must be afforded a reasonable amount of
time to consider such shareholder request and to investigate the basis of such claim. The Trustees
will be entitled to retain counsel or other advisers in considering the merits of the request and
may require an undertaking by the shareholders making such request to reimburse the Portfolio for
the expense of any such advisers in the event that the Trustees determine not to bring such action.
The Declaration of Trust further provides that the Trustees will not be liable for errors of
judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee
against liability to which he or she would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or
her office.
Errors
and Corrective Actions
The
Investment Adviser will report to the Board of Trustees any material
breaches of investment objective, policies or restrictions and any
material errors in the calculation of the NAV of a Fund or the
processing of purchases and redemptions. Depending on the nature and
size of an error, corrective action may or may not be required.
Corrective action may involve a prospective correction of the NAV
only, correction of any erroneous NAV and compensation to a Fund, or
correction of any erroneous NAV, compensation to a Fund and
reprocessing of individual shareholder transactions. The Trusts
policies on errors and corrective action limit or restrict when
corrective action will be taken or when compensation to a Fund or its
shareholders will be paid, and not all mistakes will result in
compensable errors. As a result, neither a Fund nor its shareholders
who purchase or redeem shares during periods in which errors accrue
or occur may be compensated in connection with the resolution of an
error. Shareholders will generally not be notified of the occurrence
of a compensable error or the resolution thereof absent unusual
circumstances.
TAXATION
The following is only a summary of certain additional U.S. federal income tax considerations
generally affecting each Portfolio, the Underlying Funds and the purchase, ownership and
disposition of shares that are not described in the Prospectuses. The discussions below and in the
Prospectuses are not intended as substitutes for careful tax planning. This summary does not
address special tax rules applicable to certain classes of investors, such as tax-exempt entities,
insurance companies and financial institutions. Each prospective shareholder is urged to consult
his or her own tax adviser with respect to the specific federal, state, local and foreign tax
consequences of investing in each Portfolio. The summary is based on the laws in effect on the date
of this Additional Statement, which are subject to change.
Fund Taxation
Each Portfolio and each Underlying Fund is a separate taxable entity. Each of the Portfolios
and the Underlying Funds has elected to be treated and intends to qualify for each
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taxable year as a regulated investment company under Subchapter M of Subtitle A, Chapter 1 of
the Code.
There are certain tax requirements that each Portfolio and Underlying Fund must follow if it
is to avoid federal taxation. In their efforts to adhere to these requirements, the Funds may have
to limit their investment activities in some types of instruments. Qualification as a regulated
investment company under the Code requires, among other things, that each Portfolio and Underlying
Fund (i) derive at least 90% of its gross income for each taxable year from dividends, interest,
payments with respect to securities loans, gains from the sale or other disposition of stocks or
securities or foreign currencies, net income from certain publicly
traded partnerships, or other income (including but not limited to gains from options,
futures, and forward contracts) derived with respect to the Funds business of investing in stocks,
securities or currencies (the 90% gross income test); and (ii) diversify its holdings so that in
general, at the close of each quarter of its taxable year, (a) at least 50% of the fair market
value of the Funds total (gross) assets is comprised of cash, cash items, U.S. Government
securities, securities of other regulated investment companies and other securities limited in
respect of any one issuer to an amount not greater in value than 5% of the value of such Funds
total assets and to not more than 10% of the outstanding voting securities of such issuer, and (b)
not more than 25% of the value of its total (gross) assets is invested in the securities of any one
issuer (other than U.S. Government securities and securities of other regulated investment
companies), two or more issuers controlled by the Fund and engaged in the same, similar or related
trades or businesses, or certain publicly traded partnerships.
For purposes of the 90% gross income test, income that a Portfolio or a Fund earns from equity
interests in certain entities that are not treated as corporations for U.S. federal income tax
purposes (
e.g.
, partnerships or trusts), other than certain
publicly traded partnerships, will generally have the same character for the Portfolio or
Fund as in the hands of such an entity; consequently, a Portfolio or Fund may be required to limit
its equity investments in any such entities that earn fee income, rental income, or other
nonqualifying income. In addition, future Treasury regulations could provide that qualifying income
under the 90% gross income test will not include gains from foreign currency transactions that are
not directly related to a Portfolio or Funds principal business of investing in stock or
securities or options and futures with respect to stock or securities. Using foreign currency
positions or entering into foreign currency options, futures and forward or swap contracts for
purposes other than hedging currency risk with respect to securities held or anticipated to be
acquired by a Portfolio or Fund may not qualify as directly-related under these tests.
If a Portfolio or Fund complies with the foregoing provisions, then in any taxable year in
which such Portfolio or Fund distributes, in compliance with the Codes timing and other
requirements, at least 90% of its investment company taxable income (which includes dividends,
taxable interest, taxable accrued original issue discount and market discount income, income from
securities lending, any net short-term capital gain in excess of net long-term capital loss,
certain net realized foreign exchange gains and any other taxable income other than net capital
gain, as defined below, and is reduced by deductible expenses), and at least 90% of the excess of
its gross tax-exempt interest income (if any) over certain disallowed deductions, such
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Portfolio or Fund (but not its shareholders) will be relieved of U.S. federal income tax on
any income of the Portfolio or Fund, including long-term capital gains, distributed to
shareholders. If, instead, a Portfolio or Fund retains any investment company taxable income or
net capital gain (the excess of net long-term capital gain over net short-term capital loss), it
will be subject to a tax at regular corporate rates on the amount retained. Because there are some
uncertainties regarding the computation of the amounts deemed distributed to shareholders for these
purposes including, in particular, uncertainties regarding the portion, if any, of amounts paid
in redemption of shares that should be treated as such distributions there can be no assurance
that each Portfolio and Underlying Fund will avoid corporate-level tax in each year.
If a Portfolio or Fund retains any net capital gain, the Portfolio may designate the retained
amount as undistributed capital gains in a notice to its shareholders who, if subject to U.S.
federal income tax on long-term capital gains, (i) will be required to include in income for
federal income tax purposes, as long-term capital gain, their shares of such undistributed amount,
and (ii) will be entitled to credit their proportionate shares of the tax paid by the Portfolio or
Fund against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent
the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares
owned by a shareholder of the Portfolio or Fund will be increased by the amount of any such
undistributed net capital gain included in the shareholders gross income and decreased by the
federal income tax paid by the Portfolio or Fund (as applicable) on that amount of net capital
gain. Each Portfolio and each Underlying Fund intends to distribute for each taxable year to its
shareholders all or substantially all of its investment company taxable income, net capital gain
and any net tax-exempt interest. Exchange control or other foreign laws, regulations or practices
may restrict repatriation of investment income, capital or the proceeds of securities sales by
foreign investors such as the Structured International Equity, Global
Income or Emerging Markets Debt Funds and may therefore make it more difficult for such an
Underlying Fund to satisfy the distribution requirements described above, as well as the excise tax
distribution requirements described below. However, each Portfolio and each Underlying Fund
generally expects to be able to obtain sufficient cash to satisfy such requirements from new
investors, the sale of securities or other sources. If for any taxable year a Portfolio or Fund
does not qualify as a regulated investment company, it will be taxed on all of its investment
company taxable income and net capital gain at corporate rates without any deduction for dividends
paid, and its distributions to shareholders will be taxable as ordinary dividends to the extent of
its current and accumulated earnings and profits.
In order to avoid a 4% federal excise tax, each Portfolio and each Underlying Fund must
distribute (or be deemed to have distributed) by December 31 of each calendar year at least 98% of
its taxable ordinary income for such year, at least 98% of the excess of its capital gains over its
capital losses (generally computed on the basis of the one-year period ending on October 31 of such
year), and all taxable ordinary income and the excess of capital gains over capital losses for all
previous years that were not distributed for those years and on which the Portfolio or Fund paid no
federal income tax. For federal income tax purposes, dividends declared by a Portfolio or Fund in
October, November or December to shareholders of record on a specified date in such a month and
paid during January of the following year are taxable to such shareholders, and
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deductible by the Portfolio, as if paid on December 31 of the year declared. Each Portfolio
and Underlying Fund anticipates that it will generally make timely distributions of income and
capital gains in compliance with these requirements so that it will generally not be required to
pay the excise tax.
For federal income tax purposes, each Portfolio or Fund is permitted to carry forward a net
capital loss in any year to offset its own capital gains, if any, during the eight years following
the year of the loss. The Portfolios do not currently have any capital loss carryforwards for
U.S. federal tax purposes.
Redemptions
of shares in an Underlying Fund, including those resulting from
changes in the allocations among Underlying Funds, could result in
net gains. Further, a Portfolio will not be able to offset gains
distributed by one Underlying Fund in which it invests against losses
in another Underlying Fund. As a result, the amount, timing and
character of distributions to shareholders could be affected.
Gains and losses on the sale, lapse, or other termination of options and futures contracts,
options thereon and certain forward contracts (except certain foreign currency options, forward
contracts and futures contracts) will generally be treated as capital gains and losses. Certain of
the futures contracts, forward contracts and options held by an Underlying Fund will be required to
be marked-to-market for federal income tax purposes, that is, treated as having been sold at
their fair market value on the last day of the Funds taxable year (or, for excise tax purposes, on
the last day of the relevant period). These provisions may require an Underlying Fund to recognize
income or gains without a concurrent receipt of cash. Any gain or loss recognized on actual or
deemed sales of these futures contracts, forward contracts, or options will (except for certain
foreign currency options, forward contracts, and futures contracts) be treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss. As a result of certain hedging
transactions entered into by an Underlying Fund, the Fund may be required to defer the recognition
of losses on futures contracts, forward contracts, and options or underlying securities or foreign
currencies to the extent of any unrecognized gains on related positions held by such Underlying
Fund and the characterization of gains or losses as long-term or short-term may be changed. The tax
provisions described in this paragraph may affect the amount, timing and character of an Underlying
Funds distributions to shareholders. Application of certain requirements for qualification as a
regulated investment company and/or these tax rules to certain investment practices, such as dollar
rolls, or certain derivatives such as interest rate swaps, floors, caps and collars and currency,
total return, mortgage or index swaps and options on swaps may be unclear in some respects, and an
Underlying Fund may therefore be required to limit its participation in those kinds of
transactions. Certain tax elections may be available to an Underlying Fund to mitigate some of the
unfavorable consequences described in this paragraph.
Section 988 of the Code contains special tax rules applicable to certain foreign currency
transactions and instruments that may affect the amount, timing and character of income, gain or
loss recognized by an Underlying Fund. Under these rules, foreign exchange gain or loss realized
with respect to foreign currencies and certain futures and options thereon, foreign
currency-denominated debt instruments, foreign currency forward contracts, and foreign
currency-denominated payables and receivables will generally be treated as ordinary income or loss,
although in some cases elections may be available that would alter this treatment. If a net foreign
exchange loss treated as ordinary loss under Section 988 of the Code were to exceed an Underlying
Funds investment company taxable income (computed without regard to such loss) for a taxable year,
the resulting loss would not be deductible by the Fund or its shareholders in
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future years. Net loss, if any, from certain foreign currency transactions or instruments
could exceed net investment income otherwise calculated for accounting purposes with the result
being either no dividends being paid or a portion of an Underlying Funds dividends being treated
as a return of capital for tax purposes, nontaxable to the extent of a shareholders tax basis in
his shares and, once such basis is exhausted, generally giving rise to capital gains.
An Underlying Funds investment in zero coupon securities, deferred interest securities,
certain structured securities or other securities bearing original issue discount or, if an
Underlying Fund elects to include market discount in income currently, market discount, as well as
any marked-to-market gain from certain options, futures or forward contracts, as described above,
will in many cases cause it to realize income or gain before the receipt of cash payments with
respect to these securities or contracts. In order to obtain cash to enable it to distribute this
income or gain, to maintain its qualification as a regulated investment company and to avoid
federal income or excise taxes, the Underlying Fund may be required to liquidate portfolio
investments sooner than it might otherwise have done.
Investments in lower-rated securities may present special tax issues for an Underlying Fund to
the extent actual or anticipated defaults may be more likely with respect to such securities. Tax
rules are not entirely clear about issues such as when an Underlying Fund may cease to accrue
interest, original issue discount, or market discount; when and to what extent deductions may be
taken for bad debts or worthless securities; how payments received on obligations in default should
be allocated between principal and income; and whether exchanges of debt obligations in a workout
context are taxable. These and other issues will generally need to be addressed by an Underlying
Fund, in the event it invests in such securities, so as to seek to eliminate or minimize any
adverse tax consequences.
If, as may occur for certain of the Underlying Funds, more than 50% of an Underlying Funds
total assets at the close of any taxable year consists of stock or securities of foreign
corporations, the Underlying Fund may file an election with the Internal Revenue Service (the
IRS) pursuant to which shareholders of the Underlying Fund would be required to (i) include in
ordinary gross income (in addition to taxable dividends actually received) their
pro rata
shares of
foreign income taxes paid by the Underlying Fund that are treated as income taxes under U.S. tax
regulations (which excludes, for example, stamp taxes, securities transaction taxes, and similar
taxes) even though not actually received by such shareholders, and (ii) treat such respective
pro
rata
portions as foreign income taxes paid by them.
If an Underlying Fund makes this election, its shareholders may then deduct such
pro rata
portions of qualified foreign taxes in computing their taxable incomes, or, alternatively, use them
as foreign tax credits, subject to applicable limitations, against their U.S. federal income taxes.
Shareholders who do not itemize deductions for federal income tax purposes will not, however, be
able to deduct their
pro rata
portion of foreign taxes paid by an Underlying Fund, although such
shareholders will be required to include their shares of such taxes in gross income if the election
is made.
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While a Portfolio will be able to deduct the foreign taxes that it will be treated as
receiving from an Underlying Fund if the election is made, the Portfolio will not itself be able to
elect to treat its foreign taxes as paid by its shareholders. Accordingly, the shareholders of the
Portfolio will not have an option of claiming a foreign tax credit for foreign taxes paid by the
Underlying Funds, while persons who invest directly in such Underlying Funds may have that option.
If an Underlying Fund acquires stock (including, under proposed regulations, an option to
acquire stock such as is inherent in a convertible bond) in certain foreign corporations that
receive at least 75% of their annual gross income from passive sources (such as interest,
dividends, rents, royalties or capital gain) or hold at least 50% of their assets in investments
producing such passive income (passive foreign investment companies), the Underlying Fund could
be subject to federal income tax and additional interest charges on excess distributions received
from such companies or gain from the sale of stock in such companies, even if all income or gain
actually received by the Underlying Fund is timely distributed to its shareholders. The Underlying
Fund would not be able to pass through to its shareholders any credit or deduction for such a tax.
In some cases, elections may be available that would ameliorate these adverse tax consequences, but
such elections would require the Underlying Fund to include each year certain amounts as income or
gain (subject to the distribution requirements described above) without a concurrent receipt of
cash. Each Fund may attempt to limit and/or to manage its holdings in passive foreign investment
companies to minimize its tax liability or maximize its return from these investments.
Taxable U.S. Shareholders Distributions
For U.S. federal income tax purposes, distributions by a Portfolio, whether reinvested in
additional shares or paid in cash, generally will be taxable to shareholders who are subject to
tax. Shareholders receiving a distribution in the form of newly issued shares will be treated for
U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of
cash they would have received had they elected to receive cash and will have a cost basis in each
share received equal to such amount divided by the number of shares received.
In general, distributions from investment company taxable income for the year will be taxable
as ordinary income. However, distributions to noncorporate shareholders attributable to dividends
received by the Underlying Funds from U.S. and certain foreign corporations will generally be taxed at the
long-term capital gain rate (described below), as long as certain other requirements are met. For
these lower rates to apply, the noncorporate shareholders must have
owned their Portfolio shares for at
least 61 days during the 121-day period beginning 60 days
before the Portfolios ex-dividend date and
the Underlying Fund must also have owned the underlying stock for this same period beginning 60 days before
the ex-dividend date for the stock. The amount of a Portfolios distributions that otherwise qualify for
these lower rates may be reduced as a result of an Underlying Funds securities lending activities or a high
portfolio turnover rate.
Distributions designated as derived from a Portfolios dividend income, if any, that would be
eligible for the dividends received deduction if such Portfolio were not a regulated investment
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company may be eligible for the dividends received deduction for corporate shareholders. The
dividends received deduction, if available, is reduced to the extent the shares with respect to
which the dividends are received are treated as debt-financed under federal income tax law and is
eliminated if the shares are deemed to have been held for less than a minimum period, generally 46
days. The dividends received deduction also may be reduced as a result of an Underlying Funds
securities lending activities or a high portfolio turnover rate. The entire dividend, including the
deducted amount, is considered in determining the excess, if any, of a corporate shareholders
adjusted current earnings over its alternative minimum taxable income, which may increase its
liability for the federal alternative minimum tax, and the dividend may, if it is treated as an
extraordinary dividend under the Code, reduce such shareholders tax basis in its shares of a
Portfolio.
Capital gain dividends (
i.e.
, dividends from net capital gain), if designated as such in
a written notice to shareholders mailed not later than 60 days after a Portfolios taxable year
closes, will be taxed to shareholders as long-term capital gain regardless of how long shares have
been held by shareholders, but are not eligible for the dividends received deduction for
corporations. The maximum long-term capital gains rate currently applicable to individual
shareholders is 15%. Distributions, if any, that are in excess of a Portfolios current and
accumulated earnings and profits will first reduce a shareholders tax basis in his shares and,
after such basis is reduced to zero, will generally constitute capital gains to a shareholder who
holds his shares as capital assets.
Different tax treatment, including penalties on certain excess contributions and deferrals,
certain pre-retirement and post-retirement distributions and certain prohibited transactions, is
accorded to accounts maintained as qualified retirement plans. Shareholders should consult their
tax advisers for more information.
Taxable U.S. Shareholders Sale of Shares
When a shareholders shares are sold, redeemed or otherwise disposed of in a transaction that
is treated as a sale for tax purposes, the shareholder will generally recognize gain or loss equal
to the difference between the shareholders adjusted tax basis in the shares and the cash, or fair
market value of any property, received. (To aid in computing that tax basis, a shareholder should
generally retain its account statements for the period that it holds shares.) If the shareholder
holds the shares as a capital asset at the time of sale, the character of the gain or loss should
be capital, and treated as long-term if the shareholders holding period is more than one year and
short-term otherwise, subject to the rules below. Shareholders should consult their own tax
advisers with reference to their particular circumstances to determine whether a redemption
(including an exchange) or other disposition of Portfolio shares is properly treated as a sale for
tax purposes, as is assumed in this discussion.
Certain special tax rules may apply to a shareholders capital gains or losses on Portfolio
shares. If a shareholder receives a capital gain dividend with respect to shares and such shares
have a tax holding period of six months or less at the time of a sale or redemption of such shares,
then any loss the shareholder realizes on the sale or redemption will be treated as a long-term
capital loss to the extent of such capital gain dividend. All or a portion of any sales load paid
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upon the purchase of shares of a Portfolio will not be taken into account in determining gain
or loss on the redemption or exchange of such shares within 90 days after their purchase to the
extent the redemption proceeds are reinvested, or the exchange is effected, without payment of an
additional sales load pursuant to the reinvestment or exchange privilege. The load not taken into
account will be added to the tax basis of the newly acquired shares. Additionally, any loss
realized on a sale or redemption of shares of a Portfolio may be disallowed under wash sale rules
to the extent the shares disposed of are replaced with other shares of the same Portfolio within a
period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of,
such as pursuant to a dividend reinvestment in shares of such Portfolio. If disallowed, the loss
will be reflected in an adjustment to the basis of the shares acquired.
Backup Withholding
Each Portfolio may be required to withhold, as backup withholding, federal income tax at a
28% rate from dividends (including capital gain dividends) and share redemption and exchange
proceeds to individuals and other non-exempt shareholders who fail to furnish the Portfolio with a
correct taxpayer identification number (TIN) certified under penalties of perjury, or if the IRS
or a broker notifies the Portfolio that the payee is subject to backup withholding as a result of
failing properly to report interest or dividend income to the IRS or that the TIN furnished by the
payee to the Portfolio is incorrect, or if (when required to do so) the payee fails to certify
under penalties of perjury that it is not subject to backup withholding. A Portfolio may refuse to
accept an application that does not contain any required TIN or certification that the TIN provided
is correct. If the backup withholding provisions are applicable, any such dividends and proceeds,
whether paid in cash or reinvested in additional shares, will be reduced by the amounts required to
be withheld. Any amounts withheld may be credited against a shareholders U.S. federal income tax
liability. If a shareholder does not have a TIN, it should apply for one immediately by contacting
the local office of the Social Security Administration or the IRS. Backup withholding could apply
to payments relating to a shareholders account while the shareholder is awaiting receipt of a TIN.
Special rules apply for certain entities. For example, for an account established under a Uniform
Gifts or Transfer to Minors Act, the TIN of the minor should be furnished. In addition, non-US
shareholders will be required to provide the Portfolio with the proper IRS Form W-8 or appropriate
substitute (as discussed below) in order to avail themselves of this withholding tax exemption.
Sunset of Tax Provisions
Some of the tax provisions described above are subject to sunset provisions. Specifically, a
sunset provision provides that the 15% maximum long-term capital gain rate will increase to 20% and
the taxation of dividends at the long-term capital gain rate will end for taxable years beginning
after December 31, 2010.
Non-U.S. Shareholders
The discussion above relates solely to U.S. federal income tax law as it applies to U.S.
persons subject to tax under such law. For distributions attributable to a Portfolios taxable
year
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beginning after December 31, 2007, shareholders who, as to the
United States, are not U.S. persons (
i.e.
, are nonresident aliens, foreign corporations,
fiduciaries of foreign trusts or estates, foreign partnerships or other non-U.S. investors)
generally will be subject to U.S. federal withholding tax at the rate of 30% on distributions
treated as ordinary income unless the tax is reduced or eliminated pursuant to a tax treaty or the
distributions are effectively connected with a U.S. trade or business of the shareholder. However,
distributions of net capital gain, including amounts retained by a Portfolio which are designated
as undistributed capital gains, to a non-U.S. shareholder will not be subject to U.S. federal
income or withholding tax unless the distributions are effectively connected with the shareholders
trade or business in the United States or, in the case of a shareholder who is a nonresident alien
individual, the shareholder is present in the United States for 183 days or more during the taxable
year and certain other conditions are met.
Under recent changes to the Code, for distributions attributable to a Portfolios taxable year
beginning before January 1, 2008, non-U.S. shareholders generally will
not be subject to U.S. federal income tax on designated distributions attributable to portfolio interest or
short- term capital gains unless (i) the distributions are effectively connected with a U.S. trade
or business of the shareholder, or (ii) with respect to short-term capital gains, the shareholder
is a nonresident alien individual who is present in the United States for 183 days or more during
the taxable year and certain other conditions are met. Distributions that are effectively connected
with a U.S. trade or business of a shareholder will be subject to tax on a net income basis at the
graduated rates applicable to U.S. individuals or domestic corporations. Distributions by each
Portfolio that are attributable to short-term capital gains during the above period will also
generally be free of U.S. withholding tax; by contrast, because the
Portfolio's do not anticipate making any qualified interest
designations there will be tax withheld with respect to
distributions attributable to interest income of the Fund.
Any capital gain realized by a non-U.S. shareholder upon a sale or redemption of shares of a
Portfolio will not be subject to U.S. federal income or withholding tax unless the gain is
effectively connected with the shareholders trade or business in the U.S., or in the case of a
shareholder who is a nonresident alien individual, the shareholder is present in the U.S. for 183
days or more during the taxable year and certain other conditions are met.
Non-U.S. persons who fail to furnish a Portfolio with the proper IRS Form W-8 (
i.e.
, W-8 BEN,
W-8 ECI, W-8 IMY or W-8 EXP) or an acceptable substitute may be subject to backup withholding at a
28% rate for dividends (including on capital gain dividends) and the proceeds of redemptions and
exchanges. Also, non-U.S. shareholders may be subject to estate tax. Each shareholder who is not a
U.S. person should consult his or her tax adviser regarding the U.S. and non- U.S. tax consequences
of ownership of shares of and receipt of distributions from the Portfolios.
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State and Local
Each Portfolio and each Underlying Fund may be subject to state or local taxes in
jurisdictions in which the Fund is deemed to be doing business. In addition, in those states or
localities that impose income taxes, the treatment of such a Portfolio or Fund and its shareholders
under those jurisdictions tax laws may differ from the treatment under federal income tax laws,
and investment in a Portfolio or Fund may have tax consequences for shareholders that are different
from those of a direct investment in the securities held by a Portfolio or Fund. Shareholders
should consult their own tax advisers concerning state and local tax matters.
FINANCIAL STATEMENTS
A copy of the Portfolios Annual Reports (when available) may be obtained upon request and
without charge by writing Goldman, Sachs & Co., 71 South Wacker Drive, Chicago, Illinois
60606 or by calling Goldman, Sachs & Co., at the telephone number on the back cover of each
Portfolios Prospectus.
PROXY VOTING
The Trust, on behalf of the Portfolios, has delegated the voting of portfolio securities to
the Investment Adviser. The Investment Adviser has adopted policies and procedures (the Policy)
for the voting of proxies on behalf of client accounts for which the Investment Adviser has voting
discretion, including the Portfolios. Under the Policy, the Investment Advisers guiding principles
in performing proxy voting are to make decisions that: (i) favor proposals that tend to maximize a
companys shareholder value; and (ii) are not influenced by conflicts of interest. These principles
reflect the Investment Advisers belief that sound corporate governance will create a framework
within which a company can be managed in the interests of its shareholders.
The principles and positions reflected in the Policy are designed to guide the Investment
Adviser in voting proxies, and not necessarily in making investment decisions. Senior management of
the Investment Adviser will periodically review the Policy to ensure that it continues to be
consistent with the Investment Advisers guiding principles.
Public Equity Investments
. To implement these guiding principles for investments in
publicly-traded equities, the Investment Adviser follows proxy voting guidelines (the Guidelines)
developed by Institutional Shareholder Services (ISS), except in certain circumstances, which are
generally described below. The Guidelines embody the positions and factors the Investment Adviser
generally considers important in casting proxy votes. They address a wide variety of individual
topics, including, among others, shareholder voting rights, anti-takeover defenses, board
structures, the election of directors, executive and director compensation, reorganizations,
mergers, and various shareholder proposals. Attached as Appendix B is a summary of the Guidelines.
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ISS has been retained to review proxy proposals and make voting recommendations in accordance
with the Guidelines. While it is the Investment Advisers policy generally to follow the Guidelines
and recommendations from ISS, the Investment Advisers portfolio management teams (Portfolio
Management Teams) retain the authority on any particular proxy vote to vote differently from the
Guidelines or a related ISS recommendation, in keeping with their different investment philosophies
and processes. Such decisions, however, remain subject to a review and approval process, including
a determination that the decision is not influenced by any conflict of interest. In forming their
views on particular matters, the Portfolio Management Teams are also permitted to consider
applicable regional rules and practices, including codes of conduct and other guides, regarding
proxy voting, in addition to the Guidelines and recommendations from ISS.
In addition to assisting the Investment Adviser in developing substantive proxy voting
positions, ISS also updates and revises the Guidelines on a periodic basis, and the revisions are
reviewed by the Investment Adviser to determine whether they are consistent with the Investment
Advisers guiding principles. ISS also assists the Investment Adviser in the proxy voting process
by providing operational, recordkeeping and reporting services.
The Investment Adviser is responsible for reviewing its relationship with ISS and for
evaluating the quality and effectiveness of the various services provided by ISS. The Investment
Adviser may hire other service providers to replace or supplement ISS with respect to any of the
services the Investment Adviser currently receives from ISS.
The Investment Adviser has implemented procedures that are intended to prevent conflicts of
interest from influencing proxy voting decisions. These procedures include the Investment Advisers
use of ISS as an independent third party, a review and approval process for individual decisions
that do not follow ISSs recommendations, and the establishment of information barriers between the
Investment Adviser and other businesses within The Goldman Sachs Group, Inc.
Fixed Income and Private Investments
.
Voting decisions with respect to fixed income
securities and the securities of privately held issuers generally will be made by an Underlying
Funds managers based on their assessment of the particular transactions or other matters at issue.
Information regarding how the Portfolios and/or the Underlying Funds voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30 will become available on
or through the Portfolios and Underlying Funds website at
http://www.goldmansachsfunds.com/funds
and on the SECs website at
http://www.sec.gov
in December of the same year.
PAYMENTS TO INTERMEDIARIES
The Investment Adviser, distributor and/or their affiliates may make payments to Authorized
Dealers, Service Organizations and other financial intermediaries (Intermediaries)
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from time to time to promote the sale, distribution and/or servicing of shares of the
Portfolios. These payments (Additional Payments) are made out of the Investment Advisers,
distributors and/or their affiliates own assets, and are not an additional charge to the
Portfolios or their shareholders. The Additional Payments are in addition to the distribution and
service fees paid by the Portfolios described in the Portfolios Prospectus and this Additional
Statement, and are also in addition to the sales commissions payable to Intermediaries as set forth
in the Prospectus.
These Additional Payments are intended to compensate Intermediaries for, among other things:
marketing shares of the Portfolios, which may consist of payments relating to Portfolios included
on preferred or recommended fund lists or in certain sales programs from time to time sponsored by
the Intermediaries; access to the Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in training and education of personnel;
finders or referral fees for directing investors to the Portfolios; marketing support fees for
providing assistance in promoting the sale of Portfolio shares (which may include promotions in
communications with the Intermediaries customers, registered representatives and salespersons);
and/or other specified services intended to assist in the distribution and marketing of the
Portfolios. In addition, the Investment Adviser, distributor and/or their affiliates may make
Additional Payments (including through sub- transfer agency and networking agreements) for
subaccounting, administrative and/or shareholder processing services that are in addition to the
transfer agent, shareholder administration, servicing and processing fees paid by the Portfolios.
The Additional Payments made by the Investment Adviser, distributor and their affiliates may be a
fixed dollar amount; may be based on the number of customer accounts maintained by an Intermediary;
may be based on a percentage of the value of shares sold to, or held by, customers of the
Intermediary involved; or may be calculated on another basis. Furthermore, the Investment Adviser,
distributor and/or their affiliates may, to the extent permitted by applicable regulations,
contribute to various non-cash and cash incentive arrangements to promote the sale of shares, as
well as sponsor various educational programs, sales contests and/or promotions. The Investment
Adviser, distributor and their affiliates may also pay for the travel expenses, meals, lodging and
entertainment of Intermediaries and their salespersons and guests in connection with educational,
sales and promotional programs subject to applicable NASD regulations. The amount of these
Additional Payments (excluding payments made through sub-transfer agency and networking agreements)
is normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the
Intermediaries. The Additional Payments are negotiated based on a range of factors, including but
not limited to, ability to attract and retain assets (including particular classes of Funds
shares), target markets, customer relationships, quality of service and industry reputation.
For
the calendar year ended March 31, 2007, the Investment Adviser, distributor and their
affiliates made Additional Payments out of their own assets to
approximately [ ]
Intermediaries. During the fiscal year ended March 31, 2007, the Investment Adviser, distributor
and their affiliates paid to Intermediaries approximately $[ ] million in Additional Payments
(including payments made through sub-transfer agency and networking agreements) with respect to all
of the funds of the Trust (not including the Portfolios, which had
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not commenced operations as of that date) and all of the funds in an affiliated investment
company, Goldman Sachs Variable Insurance Trust.
The Additional Payments made by the Investment Adviser, distributor and/or their affiliates
may be different for different Intermediaries and may vary with respect to the type of fund (
e.g.
,
equity, fund, fixed income fund, specialty fund, asset allocation portfolio or money market fund)
sold by the Intermediary. In addition, the Additional Payment arrangements may include breakpoints
in compensation which provide that the percentage rate of compensation varies as the dollar value
of the amount sold or invested through an Intermediary increases. The presence of these Additional
Payments, the varying fee structure and the basis on which an Intermediary compensates its
registered representatives or salespersons may create an incentive for a particular Intermediary,
registered representative or salesperson to highlight, feature or recommend Portfolios based, at
least in part, on the level of compensation paid. Shareholders should contact their Authorized
Dealer or other Intermediary for more information about the payments they receive and any potential
conflicts of interest.
Please contact your Intermediary if you have a question about whether your Intermediary
receives the Additional Payments described above. For additional questions, please contact Goldman
Sachs Funds at 1-800-621-2550.
OTHER INFORMATION
Selective Disclosure of Portfolio Holdings
The Board of Trustees of the Trust and the Investment Adviser have adopted a policy on
selective disclosure of portfolio holdings in accordance with regulations that seek to ensure that
disclosure of information about portfolio securities is in the best interest of Portfolio
shareholders and to address the conflicts between the interests of Portfolio shareholders and its
service providers. The policy provides that neither a Portfolio nor its Investment Adviser,
distributor or any agent, or any employee thereof (Portfolio Representative) will disclose a
Portfolios portfolio holdings information to any person other than in accordance with the policy.
For purposes of the policy, portfolio holdings information means the Portfolios actual portfolio
holdings, as well as nonpublic information about its trading strategies or pending transactions.
Under the policy, neither a Portfolio nor any Portfolio Representative may solicit or accept any
compensation or other consideration in connection with the disclosure of portfolio holdings
information. A Portfolio Representative may provide portfolio holdings information to third parties
if such information has been included in the Portfolios public filings with the SEC or is
disclosed on the Portfolios publicly accessible website. Information posted on the Portfolios
website may be separately provided to any person commencing the day after it is first published on
the Portfolios website.
Portfolio holdings information that is not filed with the SEC or posted on the publicly
available website may be provided to third parties only if the third party recipients are required
to keep all portfolio holdings information confidential and are prohibited from trading on the
information they receive. Disclosure to such third parties must be approved in advance by the
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Investment Advisors legal or compliance department. Disclosure to providers of auditing,
custody, proxy voting and other similar services for the Portfolios, as well as rating and ranking
organizations, will generally be permitted; however, information may be disclosed to other third
parties (including, without limitation, individuals, institutional investors, and intermediaries
that sell shares of the Portfolio,) only upon approval by the Portfolios Chief Compliance Officer,
who must first determine that the Portfolio has a legitimate business purpose for doing so and
check with the Portfolio transfer agent to ascertain whether the third party has been identified as
an excessive trader. In general, each recipient of non-public portfolio holdings information must
sign a confidentiality and non-trading agreement, although this requirement will not apply when the
recipient is otherwise subject to a duty of confidentiality. In accordance with the policy, the
identity of those recipients who receive non-public portfolio holdings information on an ongoing
basis is as follows: the Investment Adviser and its affiliates, the Portfolios independent
registered public accounting firm, the Portfolios custodian, the Portfolios legal counsel-
Dechert LLP, the Portfolios financial printer- Bowne and the Portfolios proxy voting service-
ISS. These entities are obligated to keep such information confidential. Third party providers of
custodial or accounting services to the Portfolios may release non-public portfolio holdings
information of the Portfolios only with the permission of Portfolio Representatives. From time to
time portfolio holdings information may be provided to broker-dealers solely in connection with a
Portfolio seeking portfolio securities trading suggestions. In providing this information
reasonable precautions, including limitations on the scope of the portfolio holdings information
disclosed, are taken to avoid any potential misuse of the disclosed information. All marketing
materials prepared by the Trusts principal underwriter are reviewed by Goldman Sachs Compliance
department for consistency with the Trusts portfolio holdings disclosure policy.
The Underlying Equity Funds currently intend to publish on the Trusts website
(
http://www.goldmansachsfunds.com/funds
) complete portfolio holdings for each Underlying
Equity Fund as of the end of each calendar quarter subject to a fifteen calendar day lag between
the date of the information and the date on which the information is disclosed. In addition, the
Underlying Equity Funds intend to publish on their website month-end top ten holdings subject to a
ten calendar day lag between the date of the information and the date on which the information is
disclosed. The Underlying non-money market fixed income Funds currently intend to publish complete
portfolio holdings on their website as of the end of each fiscal quarter, subject to a thirty
calendar day lag, and to post selected holdings information monthly on a ten calendar day lag.
Under the policy, Portfolio Representatives will initially supply the Board of the Trustees
with a list of third parties who receive portfolio holdings information pursuant to any ongoing
arrangement. In addition, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were permitted during the
preceding quarter. In addition, the Board of Trustees is to approve at its meetings a list of
Portfolio Representatives who are authorized to disclose portfolio holdings information under the
policy. As of the date of this Additional Statement, only certain officers of the Trust as well as
certain senior members of the compliance and legal groups of the Investment Adviser have been
approved by the Board of Trustees to authorize disclosure of portfolio holdings information.
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Miscellaneous
Each Portfolio will normally redeem shares solely in cash up to the lesser of $250,000 or 1%
of the net asset value of the Portfolio during any 90-day period for any one shareholder. Each
Portfolio, however, reserves the right to pay redemptions exceeding $250,000 or 1% of the net asset
value of the Portfolio at the time of redemption by a distribution in kind of securities (instead
of cash) from such Portfolio. The securities distributed in kind would be readily marketable and
would be valued for this purpose using the same method employed in calculating the Portfolios net
asset value per share. See Net Asset Value. If a shareholder receives redemption proceeds in
kind, the shareholder should expect to incur transaction costs upon the disposition of the
securities received in the redemption.
The right of a shareholder to redeem shares and the date of payment by each Portfolio may be
suspended for more than seven days for any period during which the New York Stock Exchange is
closed, other than the customary weekends or holidays, or when trading on such Exchange is
restricted as determined by the SEC; or during any emergency, as determined by the SEC, as a result
of which it is not reasonably practicable for such Portfolio to dispose of securities owned by it
or fairly to determine the value of its net assets; or for such other period as the SEC may by
order permit for the protection of shareholders of such Portfolio. (The Trust may also suspend or
postpone the recordation of the transfer of shares upon the occurrence of any of the foregoing
conditions.)
The Prospectus and this Additional Statement do not contain all the information included in
the Registration Statement filed with the SEC under the 1933 Act with respect to the securities
offered by the Prospectus. Certain portions of the Registration Statement have been omitted from
the Prospectus and this Additional Statement pursuant to the rules and regulations of the SEC. The
Registration Statement including the exhibits filed therewith may be examined at the office of the
SEC in Washington, D.C.
Statements contained in the Prospectus or in this Additional Statement as to the contents of
any contract or other document referred to are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or other document filed as an exhibit to the
Registration Statement of which the Prospectus and this Additional Statement form a part, each such
statement being qualified in all respects by such reference.
As stated in the Prospectus, the Trust may authorize Service Organizations and other
institutions that provide recordkeeping, reporting and processing services to their customers to
accept on the Trusts behalf purchase, redemption and exchange orders placed by or on behalf of
their customers and, if approved by the Trust, to designate other intermediaries to accept such
orders. These institutions may receive payments from the Trust or Goldman Sachs for their services.
Certain Service Organizations, Authorized Dealers or institutions may enter into sub-transfer
agency agreements with the Trust or Goldman Sachs with respect to their services.
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OTHER INFORMATION REGARDING MAXIMUM
SALES CHARGE, PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
(Class A Shares Only)
The following information supplements the information in the Prospectus under the captions
Shareholder Guide and Dividends. Please see the Prospectus for more complete information.
Maximum Sales Charges
Class A Shares of each Portfolio are sold with a maximum sales charge of 5.5%. Using the
initial net asset value per share the maximum offering price of each Portfolios Class A Shares
would be as follows:
|
|
|
|
|
|
|
|
|
|
|
Offering Price to
|
|
Maximum Sales
|
Net Asset Value
|
|
Public
|
|
Charge
|
$______
|
|
$______
|
|
|
|
|
5.5
|
%
|
The actual sales charge that is paid by an investor on the purchase of Class A Shares may
differ slightly from the sales charge listed above or in a Portfolios Prospectus due to rounding
in the calculations. For example, the sales load disclosed above and in the Portfolios
Prospectuses is only shown to one decimal place (
i.e.
, 5.5%). The actual sales charge that is paid
by an investor will be rounded to two decimal places. As a result of such rounding in the
calculations, the actual sales load paid by an investor may be somewhat greater (
e.g.
, 5.53%) or
somewhat lesser (
e.g.
, 5.48%) than that listed above or in the Prospectuses. Contact your financial
advisor for further information.
Other Purchase Information/Sales Charge Waivers
Class A Shares of the Portfolios may be sold at NAV without payment of any sales charge to
state-sponsored 529 college savings plans. The sales charge waivers on the Portfolios shares are
due to the nature of the investors involved and/or the reduced sales effort that is needed to
obtain such investments.
If shares of a Portfolio are held in a street name account with an Authorized Dealer, all
recordkeeping, transaction processing and payments of distributions relating to the beneficial
owners account will be performed by the Authorized Dealer, and not by a Portfolio and its transfer
agent. Since the Portfolios will have no record of the beneficial owners transactions, a
beneficial owner should contact the Authorized Dealer to purchase, redeem or exchange shares, to
make changes in or give instructions concerning the account or to obtain information about the
account. The transfer of shares in a street name account to an account with another dealer or to
an account directly with a Portfolio involves special procedures and will require the beneficial
B-134
owner to obtain historical purchase information about the shares in the account from the
Authorized Dealer.
Authorized Dealers and other financial intermediaries provide varying arrangements for their
clients to purchase and redeem Portfolio shares. Some may establish higher minimum investment
requirements and others may limit the availability of certain privileges with respect to the
purchase and redemption of shares or the reinvestment of dividends. Firms may arrange with their
clients for other investment or administrative services and may independently establish and charge
additional amounts to their clients for such services, which charges would reduce a clients
return.
Right of Accumulation (Class A)
A Class A shareholder qualifies for cumulative quantity discounts if the current purchase
price of the new investment plus the shareholders current holdings of existing Class A Shares
(acquired by purchase or exchange) of a Portfolio and Class A Shares of any other Goldman Sachs
Fund total the requisite amount for receiving a discount. For example, if a shareholder owns shares
with a current market value of $65,000 and purchases additional Class A Shares of any Goldman Sachs
Fund with a purchase price of $45,000, the sales charge for the $45,000 purchase would be 3.75%
(the rate applicable to a single purchase of $100,000 up to (but less than) $250,000). Class A
Shares of the Portfolios and any other Goldman Sachs Fund purchased (i) by an individual, his
spouse and his children, and (ii) by a trustee, guardian or other fiduciary of a single trust
estate or a single fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for such right of accumulation and, if qualifying, the applicable sales
charge level. For purposes of applying the right of accumulation, shares of the Portfolios and any
other Goldman Sachs Fund purchased by an existing client of Goldman Sachs Wealth Management or GS
Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets held
by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC,
respectively. In addition, Class A Shares of the Portfolios and Class A, Class B and/or Class C
Shares of any other Goldman Sachs Fund purchased by partners, directors, officers or employees of
the same business organization or by groups of individuals represented by and investing on the
recommendation of the same accounting firm, certain affinity groups or other similar organizations
(collectively, eligible persons) may be combined for the purpose of determining whether a
purchase will qualify for the right of accumulation and, if qualifying, the applicable sales charge
level. This right of accumulation is subject to the following conditions: (i) the business
organizations, groups or firms agreement to cooperate in the offering of the Portfolios shares
to eligible persons; and (ii) notification to the relevant Portfolio at the time of purchase that
the investor is eligible for this right of accumulation. In addition, in connection with SIMPLE IRA
accounts, cumulative quantity discounts are available on a per plan basis if (i) your employee has
been assigned a cumulative discount number by Goldman Sachs; and (ii) your account, alone or in
combination with the accounts of other plan participants also invested in Class A, Class B and/or
Class C Shares of the Goldman Sachs Funds, totals the requisite aggregate amount as described in
the Prospectus.
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Statement of Intention (Class A)
If a shareholder anticipates purchasing at least $50,000 or more of Class A Shares of a
Portfolio alone or in combination with Class A Shares of any other Goldman Sachs Fund within a
13-month period, the shareholder may purchase shares of the Portfolio at a reduced sales charge by
submitting a Statement of Intention (the Statement). Shares purchased pursuant to a Statement
will be eligible for the same sales charge discount that would have been available if all of the
purchases had been made at the same time. The shareholder or his or her Authorized Dealer must
inform Goldman Sachs that the Statement is in effect each time shares are purchased. There is no
obligation to purchase the full amount of shares indicated in the Statement. A shareholder may
include the value of all Class A Shares on which a sales charge has previously been paid as an
accumulation credit toward the completion of the Statement, but a price readjustment will be made
only on Class A Shares purchased within ninety (90) days before submitting the Statement. The
Statement authorizes the transfer agent to hold in escrow a sufficient number of shares which can
be redeemed to make up any difference in the sales charge on the amount actually invested. For
purposes of satisfying the amount specified on the Statement, the gross amount of each investment,
exclusive of any appreciation on shares previously purchased, will be taken into account.
The provisions applicable to the Statement, and the terms of the related escrow agreement, are
set forth in Appendix C to this Additional Statement.
Cross-Reinvestment of Dividends and Distributions
Shareholders
may receive dividends and distributions in additional shares of the
same class of the Fund in which they have invested. Alternatively,
shareholders may elect to receive dividends and distributions in cash
or in shares of the same class of another mutual fund sponsored by
Goldman Sachs (a Goldman Sachs Fund). Holders of
Class A shares may also elect to receive dividends and
distributions in ILA Service Shares of the Goldman Sachs
Institutional Liquid Assets Prime Obligations Portfolio or of the
Goldman Sachs Tax-Exempt Diversified Portfolio.
Automatic Exchange Program
A Portfolio shareholder may elect to exchange automatically a specified dollar amount of
shares of the Portfolio for shares of the same class or an equivalent class of another Goldman
Sachs Fund provided the minimum initial investment requirement has been satisfied. A Portfolio
shareholder should obtain and read the prospectus relating to any other Goldman Sachs Fund and
B-136
its shares and consider its investment objective, policies and applicable fees and expenses
before electing an automatic exchange into that Goldman Sachs Fund.
Systematic Withdrawal Plan
A systematic withdrawal plan (the Systematic Withdrawal Plan) is available to shareholders
of a Portfolio whose shares are worth at least $5,000. The Systematic Withdrawal Plan provides for
monthly payments to the participating shareholder of any amount not less than $50.
Dividends and capital gain distributions on shares held under the Systematic Withdrawal Plan
are reinvested in additional full and fractional shares of the applicable Portfolio at net asset
value. The transfer agent acts as agent for the shareholder in redeeming sufficient full and
fractional shares to provide the amount of the systematic withdrawal payment. The Systematic
Withdrawal Plan may be terminated at any time. Goldman Sachs reserves the right to initiate a fee
of up to $5 per withdrawal, upon thirty (30) days written notice to the shareholder. Withdrawal
payments should not be considered to be dividends, yield or income. If periodic withdrawals
continuously exceed new purchases and reinvested dividends and capital gains distributions, the
shareholders original investment will be correspondingly reduced and ultimately exhausted. The
maintenance of a withdrawal plan concurrently with purchases of additional Class A Shares would be
disadvantageous because of the sales charge imposed on purchases of Class A Shares or the
imposition of a CDSC on redemptions of Class A Shares. The CDSC applicable to Class A Shares
redeemed under a Systematic Withdrawal Plan may be waived. See Shareholder Guide in the
Prospectuses. In addition, each withdrawal constitutes a redemption of shares, and any gain or loss
realized must be reported for federal and state income tax purposes. A shareholder should consult
his or her own tax adviser with regard to the tax consequences of participating in the Systematic
Withdrawal Plan. For further information or to request a Systematic Withdrawal Plan, please write
or call the transfer agent.
DISTRIBUTION AND SERVICE PLAN
(Class A Shares Only)
As described in the Prospectus, the Trust has adopted, on behalf of Class A Shares of each
Portfolio, a distribution and service plan (the Plan). See Shareholder Guide Distribution and
Service Fees in the Prospectus. The distribution fees payable under the Plan are subject to Rule
12b-1 under the Act and finance distribution and other services that are provided to investors in
the Portfolios and enable the Portfolios to offer investors the ability to invest in Class A Shares
when investing in the Portfolios. In addition, the distribution fees payable under the Plan may be
used to assist the Portfolios in reaching and maintaining asset levels that are efficient for the
Portfolios operations and investments.
The Plan for each Portfolio was most recently approved by a majority vote of the Trustees of
the Trust, including a majority of the non-interested Trustees of the Trust who have no direct or
indirect financial interest in the Plans, cast in person at a meeting called for the purpose of
approving the Plans on June 13, 2007.
B-137
The compensation for distribution services payable under the Plan to Goldman Sachs may not
exceed 0.25% per annum of a Portfolios average daily net assets attributable to Class A Shares of
such Portfolio. With respect to Class A Shares, the distributor at its discretion may use
compensation for distribution services paid under the Plan for personal and account maintenance
services and expenses so long as such total compensation under the Plan does not exceed the maximum
cap on service fees imposed by the NASD.
The Plan is a compensation plan which provides for the payment of a specified fee without
regard to the expenses actually incurred by Goldman Sachs. If such fee exceeds Goldman Sachs
expenses, Goldman Sachs may realize a profit from these arrangements. The distribution fees
received by Goldman Sachs under the Plan and CDSC on Class A Shares may be sold by Goldman Sachs as
distributor to entities which provide financing for payments to Authorized Dealers in respect of
sales of Class A Shares. To the extent such fees are not paid to such dealers, Goldman Sachs may
retain such fees as compensation for its services and expenses of distributing the Portfolios
Class A Shares.
Under the Plan, Goldman Sachs, as distributor of each Portfolios Class A Shares, will provide
to the Trustees of the Trust for their review, and the Trustees of the Trust will review at least
quarterly a written report of the services provided and amounts expended by Goldman Sachs under the
Plans and the purposes for which such services were performed and expenditures were made.
The
Plan will remain in effect until June 30, 2008 and from year to year
thereafter, provided that such continuance is approved annually by a majority vote of the Trustees
of the Trust, including a majority of the non-interested Trustees of the Trust who have no direct
or indirect financial interest in the Plan. The Plan may not be amended to increase materially the
amount of distribution compensation described therein without approval of a majority of the
outstanding Class A Shares of the affected Portfolio and affected share class, but may be amended
without shareholder approval to increase materially the amount of non-distribution compensation.
All material amendments of the Plan must also be approved by the Trustees of the Trust in the
manner described above. The Plan may be terminated at any time as to any Portfolio without payment
of any penalty by a vote of a majority of the non-interested Trustees of the Trust or by vote of a
majority of the outstanding Class A Shares of the affected Portfolio. If the Plan was terminated by
the Trustees of the Trust and no successor plan was adopted, the Portfolio would cease to make
payments to Goldman Sachs under the Plan and Goldman Sachs would be unable to recover the amount of
any of its unreimbursed expenditures. So long as the Plan is in effect, the selection and
nomination of non-interested Trustees of the Trust will be committed to the discretion of the
non-interested Trustees of the Trust. The Trustees of the Trust have determined that in their
judgment there is a reasonable likelihood that the Plans will benefit the Portfolios and their
Class A Shareholders.
As of the date of this Additional Statement, the Portfolios had not commenced operations. As
a result, no service or distribution fees were paid to Goldman Sachs under the Class A Distribution
and Service Plan (the Plan) during the fiscal year ended
August 31,
B-138
2007; and Goldman Sachs and its affiliates did not incur any shareholder service-related or
distribution-related expenses with respect to the funds during the
fiscal year ended August 31,
2007.
B-139
SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN
(Service Shares Only)
Each Portfolio has adopted a service plan and a separate shareholder administration plan (the
Plans) with respect to its Service Shares which authorize it to compensate Service Organizations
for providing personal and account maintenance and shareholder administration services to their
customers who are or may become beneficial owners of such Shares. Pursuant to the Plans, a
Portfolio enters into agreements with Service Organizations which purchase Service Shares of the
Portfolio on behalf of their customers (Service Agreements). Under such Service Agreements the
Service Organizations may perform some or all of the following services:
(i) Personal and account maintenance services, including: (a) providing facilities to answer
inquiries and respond to correspondence with customers and other investors about the status of
their accounts or about other aspects of the Trust or the applicable Portfolio; (b) acting as
liaison between the Service Organizations customers and the Trust, including obtaining information
from the Trust and assisting the Trust in correcting errors and resolving problems; (c) providing
such statistical and other information as may be reasonably requested by the Trust or necessary for
the Trust to comply with applicable federal or state law; (d) responding to investor requests for
prospectuses; (e) displaying and making prospectuses available on the Service Organizations
premises; and (f) assisting customers in completing application forms, selecting dividend and other
account options and opening custody accounts with the Service Organization.
(ii) Shareholder administration services, including (a) acting or arranging for another party
to act, as recordholder and nominee of the Service Shares beneficially owned by the Service
Organizations customers; (b) establishing and maintaining or assisting in establishing and
maintaining individual accounts and records with respect to the Service Shares owned by each
customer; (c) processing or assisting in processing confirmations concerning customer orders to
purchase, redeem and exchange Service Shares; (d) receiving and transmitting or assisting in
receiving and transmitting funds representing the purchase price or redemption proceeds of such
Service Shares; (e) facilitating the inclusion of Service Shares in accounts, products or services
offered to the Service Organizations customers by or through the Service Organization; (f)
processing dividend payments on behalf of customers; and (g) performing other related services
which do not constitute any activity which is primarily intended to result in the sale of shares
within the meaning of Rule 12b-1 under the Act or personal and account maintenance services
within the meaning of the NASDs Conduct Rules.
As compensation for such services, each Portfolio will pay each Service Organization a
personal and account maintenance service fee and a shareholder administration service fee in an
amount up to 0.25% and 0.25%, respectively (on an annualized basis), of the average daily net
assets of the Service Shares of the Portfolio attributable to or held in the name of such Service
Organization.
As of the date of this Additional Statement, the Portfolios had not commenced operations. As
a result, no service or distribution fees were paid to Service Organizations under
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the service plan or shareholder administration plan for Service Shares during the fiscal year
ended August 31, 2007.
The Portfolios have adopted the service plan but not the shareholder administration plan
pursuant to Rule 12b-1 under the Act in order to avoid any possibility that service fees paid to
the Service Organizations pursuant to the Service Agreements might violate the Act. Rule 12b-1,
which was adopted by the SEC under the Act, regulates the circumstances under which an investment
company or series thereof may bear expenses associated with the distribution of its shares. In
particular, such an investment company or series thereof cannot engage directly or indirectly in
financing any activity which is primarily intended to result in the sale of shares issued by the
company unless it has adopted a plan pursuant to, and complies with the other requirements of, such
Rule. The Trust believes that fees paid for the services provided in the service plan and described
above are not expenses incurred primarily for effecting the distribution of Service Shares.
However, should such payments be deemed by a court or the SEC to be distribution expenses, such
payments would be duly authorized by the Plan. The shareholder administration plan has not been
adopted pursuant to Rule 12b-1 under the Act.
Conflict of interest restrictions (including the Employee Retirement Income Security Act of
1974) may apply to a Service Organizations receipt of compensation paid by a Portfolio in
connection with the investment of fiduciary assets in Service Shares of such Portfolio. Service
Organizations, including banks regulated by the Comptroller of the Currency, the Federal Reserve
Board or the Federal Deposit Insurance Corporation, and investment advisers and other money
managers subject to the jurisdiction of the SEC, the Department of Labor or state securities
regulators, are urged to consult their legal advisers before investing fiduciary assets in Service
Shares of the Portfolios. In addition, under some state securities laws, banks and other financial
institutions purchasing Service Shares on behalf of their customers may be required to register as
dealers.
The Trustees, including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the Plans or the related
Service Agreements, most recently voted to approve each Portfolios Plans and related Service
Agreements at a meeting called for the purpose of voting on such Plans and Service Agreements on
June 16, 2005. The Plans and Service Agreements will remain in effect until June 30, 2006 and will
continue in effect thereafter only if such continuance is specifically approved annually by a vote
of the Board of Trustees in the manner described above. The service plan may not be amended (but
the shareholder administration plan may be amended) to increase materially the amount to be spent
for the services described therein without approval of the Service Shareholders of the affected
Portfolio, and all material amendments of each Plan must also be approved by the Board of Trustees
in the manner described above. The Plans may be terminated at any time by a majority of the Board
of Trustees as described above or by vote of a majority of the affected Portfolios outstanding
Service Shares. The Service Agreements may be terminated at any time, without payment of any
penalty, by vote of a majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plans and the Service
Agreements or by a vote of a majority of the affected
B-141
Portfolios outstanding Service Shares, in each case, on not more than sixty (60) days
written notice to any other party to the Service Agreements. The Service Agreements will terminate
automatically if assigned. So long as the Plans are in effect, the selection and nomination of
those Trustees who are not interested persons will be committed to the discretion of the
non-interested members of the Board of Trustees. The Board of Trustees has determined that, in its
judgment, there is a reasonable likelihood that the Plans will benefit the Portfolios and the
holders of Service Shares of the Portfolios.
B-142
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Short-Term Credit Ratings
A Standard & Poors short-term issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation having an original
maturity of no more than 365 days. The following summarizes the rating categories used by Standard
& Poors for short-term issues:
A-1 Obligations are rated in the highest category and indicate that the obligors capacity
to meet its financial commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet
its financial commitment on these obligations is extremely strong.
A-2 The obligors capacity to meet its financial commitment on the obligation is
satisfactory. Obligations are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in the highest rating category.
A-3 Obligor has adequate capacity to meet its financial obligations. However, adverse
economic conditions or changing circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.
B An obligation is more vulnerable to nonpayment than obligations rated B. The obligor
currently has the capacity to meet its financial commitment on the obligation; however, adverse
business, financial or economic conditions will likely impair the obligors capacity to meet its
financial commitment on the obligation.
C Obligations are currently highly vulnerable to nonpayment. The C rating may be used to
cover a situation where a bankruptcy petition has been filed or similar actions taken but payments
on this obligation are being continued.
R An obligor rated R is under regulatory supervision owing to its financial condition.
During the pendency of the regulatory supervision the regulators may have the power to favor one
class of obligations over others or pay some obligations and not others.
D Obligor has failed to pay one or more of its financial obligations (rated or unrated)
when it came due. The D rating category is used when the default will be a general default and
the obligor will fail to pay all or substantially all of its obligations as they come due. An SD
rating is assigned when the obligor has selectively defaulted on a specific issue class of
obligations but it will continue to meet its payment obligations on other issues or classes of
obligations in a timely manner.
N.R. An issuer designated N.R. is not rated.
1-A
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligors capacity to repay foreign currency obligations may be
lower than its capacity to repay obligations in its local currency due to the sovereign
governments own relatively lower capacity to repay external versus domestic debt. These sovereign
risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign
Currency issuer ratings are also distinguished from local currency issuer ratings to identify those
instances where sovereign risks make them different for the same issuer.
Moodys Investors Service (Moodys) short-term ratings are opinions of the ability of
issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations generally have an original
maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay
short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay
short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay
short-term debt obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the
Prime rating categories.
Fitch Ratings, Inc. (Fitch) short-term ratings scale applies to foreign currency and local
currency. A short-term rating has a time horizon of less than 13 months for most obligations, or up
to three years for U.S. public finance in line with industry standards, to reflect unique risk
characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up
to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet
financial commitments in a timely manner. The following summarizes the rating categories used by
Fitch for short-term obligations:
F1 Securities possess the highest credit quality. This designation indicates the strongest
capacity for timely payment of financial commitments; may have an added + to denote any
exceptionally strong credit feature.
F2 Securities possess good credit quality. This designation indicates a satisfactory
capacity for timely payment of financial commitments, but the margin of safety is not as great as
in the case of the higher ratings.
2-A
F3 Securities possess fair credit quality. This designation indicates that the capacity
for timely payment of financial commitments is adequate; however, near term adverse changes could
result in a reduction to non investment grade.
B Securities possess speculative credit quality. This designation indicates minimal
capacity for timely payment of financial commitments, plus vulnerability to near-term adverse
changes in financial and economic conditions.
C Securities possess high default risk. Default is a real possibility. This designation
indicates a capacity for meeting financial commitments which is solely reliant upon a sustained,
favorable business and economic environment.
RD Indicates an entity that has defaulted on one or more of its financial commitments,
although it continues to meet other obligations.
D Indicates an entity or sovereign that has defaulted on all of its financial obligations.
NR This designation indicates that Fitch does not publicly rate the issuer or issue in
question.
Withdrawn A rating is withdrawn when Fitch deems the amount of information available to be
inadequate for rating purposes, or when an obligation matures, is called, or refinanced, or for any
other reason Fitch deems sufficient.
The following summarizes the ratings used by Dominion Bond Rating Service Limited (DBRS) for
commercial paper and short-term debt:
R-1 (high) Short-term debt rated R-1 (high) is of the highest credit quality, and
indicates an entity possessing an unquestioned ability to repay current liabilities as they fall
due. Entities rated in this category normally maintain strong liquidity positions, conservative
debt levels, and profitability that is both stable and above average. Companies achieving an R-1
(high) rating are normally leaders in structurally sound industry segments with proven track
records, sustainable positive future results and no substantial qualifying negative factors. Given
the extremely tough definition DBRS has established for an R-1 (high), few entities are strong
enough to achieve this rating.
R-1 (middle) Short-term debt rated R-1 (middle) is of superior credit quality and, in
most cases, ratings in this category differ from R-1 (high) credits by only a small degree. Given
the extremely tough definition DBRS has established for the R-1 (high) category, entities rated
R-1 (middle) are also considered strong credits, and typically exemplify above average strength
in key areas of consideration for the timely repayment of short-term liabilities.
R-1 (low) Short-term debt rated R-1 (low) is of satisfactory credit quality. The overall
strength and outlook for key liquidity, debt and profitability ratios are not normally as favorable
as with higher rating categories, but these considerations are still respectable. Any
3-A
qualifying negative factors that exist are considered manageable, and the entity is normally
of sufficient size to have some influence in its industry.
R-2 (high) Short-term debt rated R-2 (high) is considered to be at the upper end of
adequate credit quality. The ability to repay obligations as they mature remains acceptable,
although the overall strength and outlook for key liquidity, debt, and profitability ratios is not
as strong as credits rated in the R-1 (low) category. Relative to the latter category, other
shortcomings often include areas such as stability, financial flexibility, and the relative size
and market position of the entity within its industry.
R-2 (middle) Short-term debt rated R-2 (middle) is considered to be of adequate credit
quality. Relative to the R-2 (high) category, entities rated R-2 (middle) typically have some
combination of higher volatility, weaker debt or liquidity positions, lower future cash flow
capabilities, or hold a weaker industry position. Ratings in this category would also be more
vulnerable to adverse changes in financial and economic conditions.
R-2 (low) Short-term debt rated R-2 (low) is considered to be of only adequate credit
quality, one step up from being speculative. While not yet defined as speculative, the R-2 (low)
category signifies that although repayment is still expected, the certainty of repayment could be
impacted by a variety of possible adverse developments, many of which would be outside of the
issuers control. Entities in this area often have limited access to capital markets and may also
have limitations in securing alternative sources of liquidity, particularly during periods of weak
economic conditions.
R-3 (high), R-3 (middle), R-3 (low) Short-term debt rated R-3 is speculative, and
within the three sub-set grades, the capacity for timely repayment ranges from mildly speculative
to doubtful. R-3 credits tend to have weak liquidity and debt ratios, and the future trend of
these ratios is also unclear. Due to its speculative nature, companies with R-3 ratings would
normally have very limited access to alternative sources of liquidity. Earnings and cash flow would
typically be very unstable, and the level of overall profitability of the entity is also likely to
be low. The industry environment may be weak, and strong negative qualifying factors are also
likely to be present.
D A security rated D implies the issuer has either not met a scheduled payment or the
issuer has made it clear that it will be missing such a payment in the near future. In some cases,
DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace
periods may exist in the underlying legal documentation. Once assigned, the D rating will
continue as long as the missed payment continues to be in arrears, and until such time as the
rating is suspended, discontinued, or reinstated by DBRS.
Long-Term Credit Ratings
The following summarizes the ratings used by Standard & Poors for long-term issues:
4-A
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors.
The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only in small
degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher-rated categories. However, the
obligors capacity to meet its financial commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.
Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective characteristics, these may be
outweighed by large uncertainties or major exposures to adverse conditions.
BB An obligation rated BB is less vulnerable to nonpayment than other speculative
issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to the obligors inadequate capacity to meet its financial
commitment on the obligation.
B An obligation rated B is more vulnerable to nonpayment than obligations rated BB,
but the obligor currently has the capacity to meet its financial commitment on the obligation.
Adverse business, financial or economic conditions will likely impair the obligors capacity or
willingness to meet its financial commitment on the obligation.
CCC An obligation rated CCC is currently vulnerable to nonpayment and is dependent upon
favorable business, financial and economic conditions for the obligor to meet its financial
commitment on the obligation. In the event of adverse business, financial, or economic conditions,
the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C The C rating may be used to cover a situation where a bankruptcy petition has been
filed or similar action has been taken, but payments on this obligation are being continued.
D An obligation rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due even if the applicable grace period has not
expired, unless Standard & Poors believes that such payments will be made during such
5-A
grace period. The D rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or minus (-) The ratings from AA to CCC may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within the major rating categories.
N.R. Not rated.
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligors capacity to repay Foreign Currency obligations may be
lower than its capacity to repay obligations in its local currency due to the sovereign
governments own relatively lower capacity to repay external versus domestic debt. These sovereign
risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign
Currency issuer ratings are also distinguished from local currency issuer ratings to identify those
instances where sovereign risks make them different for the same issuer.
The following summarizes the ratings used by Moodys for long-term debt:
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit
risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low
credit risk.
A Obligations rated A are considered upper-medium grade and are subject to low credit
risk.
Baa Obligations rated Baa are subject to moderate credit risk. They are considered
medium-grade and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to have speculative elements and are subject to
substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be of poor standing and are subject to very high
credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default,
with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated class of bonds and are typically in default,
with little prospect for recovery of principal or interest.
6-A
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification
from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of that generic rating category.
The following summarizes long-term ratings used by Fitch:
AAA Securities considered to be investment grade and of the highest credit quality. AAA
ratings denote the lowest expectation of credit risk. They are assigned only in case of
exceptionally strong capacity for payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA Securities considered to be of very high credit quality. AA ratings denote
expectations of very low credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A Securities considered to be investment grade and of high credit quality. A ratings
denote expectations of low credit risk. The capacity for payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances
or in economic conditions than is the case for higher ratings.
BBB Securities considered to be investment grade and of good credit quality. BBB ratings
indicate that there are currently expectations of low credit risk. The capacity for payment of
financial commitments is considered adequate but adverse changes in circumstances and economic
conditions are more likely to impair this capacity. This is the lowest investment grade category.
BB Securities considered to be speculative. BB ratings indicate that there is a
possibility of credit risk developing, particularly as the result of adverse economic change over
time; however, business or financial alternatives may be available to allow financial commitments
to be met. Securities rated in this category are not investment grade.
B Securities considered to be highly speculative. B ratings indicate that significant
credit risk is present, but a limited margin of safety remains. Financial commitments are currently
being met; however, capacity for continued payment is contingent upon a sustained, favorable
business and economic environment.
CCC, CC and C Securities have high default risk. Default is a real possibility, and
capacity for meeting financial commitments is solely reliant upon sustained, favorable business or
economic developments. A CC rating indicates that default of some kind appears probable. C
ratings signal imminent default.
RD Indicates an entity has failed to make due payments (within the applicable grace
period) on some but not all material financial obligations, but continues to honor other classes of
obligations.
7-A
D Indicates an entity or sovereign that has defaulted on all of its financial obligations.
Plus (+) or minus (-) may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the AAA category or to categories below CCC.
NR indicates that Fitch does not rate the issuer or issue in question.
The following summarizes the ratings used by DBRS for long-term debt:
AAA Long-term debt rated AAA is of the highest credit quality, with exceptionally strong
protection for the timely repayment of principal and interest. Earnings are considered stable, the
structure of the industry in which the entity operates is strong, and the outlook for future
profitability is favorable. There are few qualifying factors present which would detract from the
performance of the entity. The strength of liquidity and coverage ratios is unquestioned and the
entity has established a creditable track record of superior performance. Given the extremely high
standard which DBRS has set for this category, few entities are able to achieve a AAA rating.
AA Long-term debt rated AA is of superior credit quality, and protection of interest and
principal is considered high. In many cases they differ from long-term debt rated AAA only to a
small degree. Given the extremely restrictive definition DBRS has for the AAA category, entities
rated AA are also considered to be strong credits, typically exemplifying above-average strength
in key areas of consideration and unlikely to be significantly affected by reasonably foreseeable
events.
A Long-term debt rated A is of satisfactory credit quality. Protection of interest and
principal is still substantial, but the degree of strength is less than that of AA rated
entities. While A is a respectable rating, entities in this category are considered to be more
susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated
securities.
BBB Long-term debt rated BBB is of adequate credit quality. Protection of interest and
principal is considered acceptable, but the entity is fairly susceptible to adverse changes in
financial and economic conditions, or there may be other adverse conditions present which reduce
the strength of the entity and its rated securities.
BB Long-term debt rated BB is defined to be speculative and non investment- grade, where
the degree of protection afforded interest and principal is uncertain, particularly during periods
of economic recession. Entities in the BB range typically have limited access to capital markets
and additional liquidity support. In many cases, deficiencies in critical mass, diversification,
and competitive strength are additional negative considerations.
B Long-term debt rated B is highly speculative and there is a reasonably high level of
uncertainty as to the ability of the entity to pay interest and principal on a continuing basis in
the future, especially in periods of economic recession or industry adversity.
8-A
CCC, CC and C Long-term debt rated in any of these categories is very highly speculative
and is in danger of default of interest and principal. The degree of adverse elements present is
more severe than long-term debt rated B. Long-term debt rated below B often has characteristics
which, if not remedied, may lead to default. In practice, there is little difference between these
categories, with CC and C normally used for lower ranking debt of companies for which the
senior debt is rated in the CCC to B range.
D A security rated D implies the issuer has either not met a scheduled payment of
interest or principal or that the issuer has made it clear that it will miss such a payment in the
near future. In some cases, DBRS may not assign a D rating under a bankruptcy announcement
scenario, as allowances for grace periods may exist in the underlying legal documentation. Once
assigned, the D rating will continue as long as the missed payment continues to be in arrears,
and until such time as the rating is suspended, discontinued or reinstated by DBRS.
(high, low) Each rating category is denoted by the subcategories high and low. The
absence of either a high or low designation indicates the rating is in the middle of the
category. The AAA and D categories do not utilize high, middle, and low as differential
grades.
Municipal Note Ratings
A Standard & Poors note rating reflects the liquidity factors and market access risks unique
to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond
three years will most likely receive a long-term debt rating. The following criteria will be used
in making that assessment:
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Amortization schedule the larger the final maturity relative to other
maturities, the more likely it will be treated as a note; and
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Source of payment the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note.
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Note rating symbols are as follows:
SP-1 The issuers of these municipal notes exhibit a strong capacity to pay principal and
interest. Those issues determined to possess a very strong capacity to pay debt service are given a
plus (+) designation.
SP-2 The issuers of these municipal notes exhibit a satisfactory capacity to pay principal
and interest, with some vulnerability to adverse financial and economic changes over the term of
the notes.
SP-3 The issuers of these municipal notes exhibit speculative capacity to pay principal
and interest.
9-A
Moodys uses three rating categories for short-term municipal obligations that are considered
investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are
divided into three levels MIG-1 through MIG-3. In addition, those short- term obligations
that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at
the maturity of the obligation. The following summarizes the ratings used by Moodys for these
short-term obligations:
MIG-1 This designation denotes superior credit quality. Excellent protection is afforded
by established cash flows, highly reliable liquidity support or demonstrated broad-based access to
the market for refinancing.
MIG-2 This designation denotes strong credit quality. Margins of protection are ample,
although not as large as in the preceding group.
MIG-3 This designation denotes acceptable credit quality. Liquidity and cash-flow
protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this
category may lack sufficient margins of protection.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned;
a long- or short-term debt rating and a demand obligation rating. The first element represents
Moodys evaluation of the degree of risk associated with scheduled principal and interest payments.
The second element represents Moodys evaluation of the degree of risk associated with the ability
to receive purchase price upon demand (demand feature), using a variation of the MIG rating
scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated
NR,
e.g.
, Aaa/NR or NR/VMIG-1.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG-1 This designation denotes superior credit quality. Excellent protection is afforded
by the superior short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon demand.
VMIG-2 This designation denotes strong credit quality. Good protection is afforded by the
strong short-term credit strength of the liquidity provider and structural and legal protections
that ensure the timely payment of purchase price upon demand.
VMIG-3 This designation denotes acceptable credit quality. Adequate protection is afforded
by the satisfactory short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon demand.
10-A
SG This designation denotes speculative-grade credit quality. Demand features rated in
this category may be supported by a liquidity provider that does not have an investment grade
short-term rating or may lack the structural and/or legal protections necessary to ensure the
timely payment of purchase price upon demand.
Fitch uses the same ratings for municipal securities as described above for other short- term
credit ratings.
About Credit Ratings
A Standard & Poors issuer credit rating is a current opinion of an obligors overall capacity
(its creditworthiness) to pay its financial obligations. This opinion focuses on the obligors
capacity and willingness to meet its financial commitments as they come due. It does not apply to
any specific financial obligation, as it does take into account the nature of and provisions of the
obligation, its standing in bankruptcy or liquidation, statutory preferences, or the legality and
enforceability of the obligation. In addition, it does not take into account the creditworthiness
of the guarantors, insurers, or other forms of credit enhancement on the obligation. The issuers
rating is not a recommendation to purchase, sell, or hold a financial obligation issued by an
obligor, as it does not comment on market price or suitability for a particular investor.
Moodys credit ratings must be construed solely as statements of opinion and not as statements
of fact or recommendations to purchase, sell or hold any securities.
Fitch credit ratings are an opinion on the relative ability of an entitys financial
commitments, such as interest, preferred dividends, repayment of principal, insurance claims or
counterparty obligations. Fitch credit ratings are used by investors as indications of the
likelihood of receiving their money back in accordance with the terms on which they invested.
Fitchs credit- ratings cover the global spectrum of corporate, sovereign (including supra-national
and sub-national), financial, bank, insurance, municipal and other public finance entities and the
securities or other obligations they issue, as well as structured finance securities backed by
receivables or other financial assets.
DBRS credit ratings are not buy, hold or sell recommendations, but rather the result of
qualitative and quantitative analysis focusing solely on the credit quality of the issuer and its
underlying obligations.
11-A
APPENDIX B
2007 ISS PROXY VOTING GUIDELINES SUMMARY
Auditors
Ratifying Auditors
Vote FOR proposals to ratify auditors, unless:
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An auditor has a financial interest in or association with the company, and is
therefore not independent;
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There is reason to believe that the independent auditor has rendered an opinion
which is neither accurate nor indicative of the companys financial position; or
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Fees for non-audit services are excessive.
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Board of Directors
Voting on Director Nominees in Uncontested Elections
Vote CASE-BY-CASE on director nominees, examining, but not limited to, the following factors:
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Composition of the board and key board committees;
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Attendance at board and committee meetings;
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Corporate governance provisions and takeover activity;
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Disclosures under Section 404 of the Sarbanes-Oxley Act;
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Long-term company performance relative to a market and peer index;
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Extent of the directors investment in the company;
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Existence of related party transactions;
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Whether the chairman is also serving as CEO;
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Whether a retired CEO sits on the board;
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Number of outside boards at which a director serves.
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Majority vote standard for director elections without a
provision to allow for plurality voting when there are more nominees
than seats.
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WITHHOLD from individual directors who:
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Attend less than 75 percent of the board and committee meetings without a valid
excuse (such as illness, service to the nation, work on behalf of the company);
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Sit on more than six public company boards;
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Are CEOs of public companies who sit on the boards of more than two public
companies besides their own (withhold only at their outside boards).
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WITHHOLD from the entire board (except for new nominees, who should be considered on a CASE-BY-CASE
basis) if:
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The companys proxy indicates that not all directors
attended 75% of the aggregate of their board and committee meetings,
but fails to provide the required disclosure of the names of the
directors involved. If this information cannot be obtained, withhold
from all incumbent directors;
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The companys poison pill has a dead-hand or modified dead-hand feature.
Withhold every year until this feature is removed;
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The board adopts or renews a poison pill without shareholder approval since the
beginning of 2005, does not commit to putting it to shareholder vote within 12 months
of adoption or reneges on a commitment to put the pill to a vote and
has not yet received a withhold recommendation for this issue;
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The board failed to act on a shareholder proposal that received approval by a
majority of the shares outstanding the previous year;
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The board failed to act on a shareholder proposal that received approval of the
majority of shares cast for the previous two consecutive years;
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1-B
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The board failed to act on takeover offers where the majority of the
shareholders tendered their shares;
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At the previous board election, any director received more than 50 percent
withhold votes of the shares cast and the company has failed to address the issue(s)
that caused the high withhold rate;
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The company is a Russell 3000 company that underperformed its
industry group. The test will consist of the bottom performers within
each industry group (GICS) based on a weighted average TSR. The
weightings are as follows: 20 percent weight on 1-year TSR;
30 percent weight on 3-year TSR; and 50 percent weight on
5-year TSR. Company's response to performance issues will be
considered before withholding.
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WITHHOLD from inside directors and affiliated outside directors when:
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The inside or affiliated outside director serves on any of the three key
committees: audit, compensation, or nominating;
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The company lacks an audit, compensation, or nominating committee so that the
full board functions as that committee;
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The company lacks a formal nominating committee, even if
board attests that the independent directors fulfill the functions of
such a committee;
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The full board is less than majority independent.
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WITHHOLD from the members of the Audit Committee if:
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The non-audit fees paid to the auditor are excessive;
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A material weakness identified in the Section 404 disclosures rises to a level
of serious concern; there are chronic internal control issues and an absence of
established effective control mechanisms.
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There is persuasive evidence that the audit committee entered
into an inappropriate indemnification agreement with its auditor that
limits the ability of the company, or its shareholders, to pursue
legitimate legal recourse against the audit firm.
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WITHHOLD from the members of the Compensation Committee if:
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There is a negative correlation between chief executive pay and company performance;
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The company reprices underwater options for stock, cash or
other consideration without prior shareholder approval, even if
allowed in their equity plan;
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The company fails to submit one-time transfers of stock options to a shareholder vote;
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The company fails to fulfill the terms of a burn rate commitment they made to
shareholders;
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The company has backdated options;
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The company has poor compensation practices. Poor pay
practices may warrant withholding votes from the CEO and potentially
the entire board as well.
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WITHHOLD from directors, individually or the entire board, for egregious actions or failure to
replace management as appropriate.
Classification/Declassification of the Board
Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal classified boards and
to elect all directors annually.
Independent Chair (Separate Chair/CEO)
Generally vote FOR shareholder proposals requiring the position of chair be filled by an
independent director unless there are compelling reasons to recommend against the proposal, such as
a counterbalancing governance structure. This should include all of the following:
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Designated lead director, elected by and from the independent board members
with clearly delineated and comprehensive duties. (The role may alternatively reside
with a presiding director, vice chairman, or rotating lead director; however the
director must serve a minimum of one year in order to qualify as a lead director.);
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Two-thirds independent board;
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All-independent key committees;
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Established governance guidelines;
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The company should not have underperformed both its industry
peers and index on both a one-year and three-year total shareholder
returns basis, unless there has been a change in the Chairman/CEO
position within that time;
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The company does not have any problematic governance issues.
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Majority Vote Shareholder Proposals
Generally
vote FOR precatory and binding resolutions requesting that the board
change the companys bylaws to stipulate that directors need to be
elected with an affirmative majority of votes cast, provided it does
not conflict with the state law where the company is incorporated.
Binding resolutions need to allow for a carve-out for a plurality
vote standard when there are more nominees than board seats.
Companies are strongly encouraged to also adopt a post-election
policy (also known as a director resignation policy) that will
provide guidelines so that the company will promptly address the
situation of a holdover director.
2-B
Proxy Contests
Voting for Director Nominees in Contested Elections
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following
factors:
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Long-term financial performance of the target company relative to its industry;
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Managements track record;
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Background to the proxy contest;
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Qualifications of director nominees (both slates);
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Strategic plan of dissident slate and quality of critique against management;
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Likelihood that the proposed goals and objectives can be achieved (both slates);
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Stock ownership positions.
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Reimbursing Proxy Solicitation Expenses
Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in
conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy
solicitation expenses associated with the election.
Takeover Defenses
Poison Pills
Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder
vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2)
The company has adopted a policy concerning the adoption of a pill in the future specifying that
the board will only adopt a shareholder rights plan if either:
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Shareholders have approved the adoption of the plan; or
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The board, in its exercise of its fiduciary responsibilities, determines that
it is in the best interest of shareholders under the circumstances to adopt a pill
without the delay in adoption that would result from seeking stockholder approval (i.e.
the fiduciary out provision). A
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3-B
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poison pill adopted under this fiduciary out will be put to a shareholder
ratification vote within twelve months of adoption or expire. If the pill is not
approved by a majority of the votes cast on this issue, the plan will immediately
terminate.
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Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of
less than one year after adoption. If the company has no non-shareholder approved poison pill in
place and has adopted a policy with the provisions outlined above, vote AGAINST the proposal. If
these conditions are not met, vote FOR the proposal, but with the caveat that a vote within twelve
months would be considered sufficient.
Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of
the shareholder rights plan. Rights plans should contain the following attributes:
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No lower than a 20 percent trigger, flip-in or flip-over;
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A term of no more than three years;
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No dead-hand, slow-hand, no-hand or similar feature that limits the ability of
a future board to redeem the pill;
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Shareholder redemption feature (qualifying offer clause); if the board refuses
to redeem the pill 90 days after a qualifying offer is announced, ten percent of the
shares may call a special meeting or seek a written consent to vote on rescinding the
pill.
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Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote. Vote FOR proposals to lower
supermajority vote requirements.
Mergers and Corporate Restructurings
For mergers and acquisitions, evaluate the proposed transaction based on these factors:
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Valuation
- Is the value to be received by the target shareholders (or paid by
the acquirer) reasonable?
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Market reaction
- How has the market responded to the proposed deal?
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Strategic rationale
- Does the deal make sense strategically? Cost and revenue
synergies should not be overly aggressive or optimistic, but reasonably achievable.
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Negotiations and process
- Were the terms of the transaction negotiated at
arms length? Was the process fair and equitable?
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Conflicts of interest
- Are insiders benefiting from the transaction
disproportionately and inappropriately as compared to non-insider shareholders? As the
result of potential conflicts, the directors and officers of the company may be more
likely to vote to approve a merger than if they did not hold these interests.
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Governance
- Will the combined company have a better or worse governance
profile than the parties to the transaction?
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State of Incorporation
Reincorporation Proposals
Vote CASE-BY-CASE on proposals to change a companys state of incorporation, taking into
consideration both financial and corporate governance concerns, including the reasons for
reincorporating, a comparison of the governance provisions, comparative economic benefits, and a
comparison of the jurisdictional laws. Vote FOR reincorporation when the economic factors outweigh
any neutral or negative governance changes.
4-B
Capital Structure
Common Stock Authorization
Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for
issuance using a model developed by ISS. Vote FOR proposals to approve increases beyond the
allowable increase when a companys shares are in danger of being delisted or if a companys
ability to continue to operate as a going concern is uncertain. In addition, for capital requests
less than or equal to 300 percent of the current authorized shares that marginally fail the
calculated allowable cap (i.e., exceed the allowable cap by no more than 5 percent), on a
CASE-BY-CASE basis, vote FOR the increase based on the companys performance and whether the
companys ongoing use of shares has shown prudence.
Issue Stock for Use with Rights Plan
Vote AGAINST proposals that increase authorized common stock for the explicit purpose of
implementing a non-shareholder approved shareholder rights plan (poison pill).
Preferred Stock
Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified
voting, conversion, dividend distribution, and other rights (blank check preferred stock). Vote
AGAINST proposals to increase the number of blank check preferred stock authorized for issuance
when no shares have been issued or reserved for a specific purpose.
Vote FOR proposals to create de-clawed blank check preferred stock (stock that cannot be used as
a takeover defense). Vote FOR proposals to authorize preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and the terms of the
preferred stock appear reasonable. Vote CASE-BY-CASE on proposals to increase the number of blank
check preferred shares after analyzing the number of preferred shares available for issue given a
companys industry and performance in terms of shareholder returns.
Executive and Director Compensation
Equity Compensation Plans
Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the plan if:
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The total cost of the companys equity plans is unreasonable;
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The plan expressly permits the repricing of stock options without prior
shareholder approval;
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There is a disconnect between CEO pay and the companys performance;
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The companys three year burn rate exceeds the greater of 2 percent and the
mean plus 1 standard deviation of its industry group; or
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The plan is a vehicle for poor pay practices.
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Director Compensation
Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the cost of the plans
against the companys allowable cap. Vote FOR the plan if ALL of the following qualitative factors
in the boards compensation plan are met and disclosed in the proxy statement:
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Stock ownership guidelines with a minimum of three times the annual cash retainer.
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Vesting schedule or mandatory holding/deferral period:
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A minimum vesting of three years for stock options or restricted stock; or
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Deferred stock payable at the end of a three-year deferral period.
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5-B
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A balanced mix between cash and equity. If the mix is heavier on equity, the
vesting schedule or deferral period should be more stringent, with the lesser of five
years or the term of directorship.
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No retirement/benefits and perquisites for non-employee directors; and
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A table with a detailed disclosure of the cash and equity compensation for each
non-employee director for the most recent fiscal year.
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Employee Stock Purchase PlansQualified Plans
Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR plans if:
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Purchase price is at least 85 percent of fair market value;
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Offering period is 27 months or less; and
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The number of shares allocated to the plan is ten percent or less of the
outstanding shares.
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Employee Stock Purchase PlansNon-Qualified Plans
Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR plans with:
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Broad-based participation (i.e., all employees with the exclusion of
individuals with 5 percent or more of beneficial ownership of the company);
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Limits on employee contribution (a fixed dollar amount or a percentage of base
salary);
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Company matching contribution up to 25 percent of employees contribution,
which is effectively a discount of 20 percent from market value;
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No discount on the stock price on the date of purchase since there is a company
matching contribution.
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Vote AGAINST nonqualified employee stock purchase plans when
any of the plan features do not meet the above criteria. If the
company matching contribution exceeds 25 percent of employees
contribution, evaluate the cost of the plan against its allowable cap.
Option Exchange Programs/Re-pricing Options
Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice options, taking into
consideration historic trading patterns, rationale for the re-pricing, value-for-value exchange
treatment of surrendered options, option vesting, term of the option, exercise price and
participation. Vote FOR shareholder proposals to put option re-pricing to a shareholder vote.
Severance Agreements for Executives/Golden Parachutes
Vote FOR shareholder proposals to require golden parachutes or executive severance agreements to be
submitted for shareholder ratification, unless the proposal requires shareholder approval prior to
entering into employment contracts. Vote on a CASE-BY-CASE basis on proposals to ratify or cancel
golden parachutes. An acceptable parachute should include:
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A trigger beyond the control of management;
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The amount should not exceed three times base amount (defined as the average
annual taxable W-2 compensation during the five years prior to the year in which the
change of control occurs;
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Change-in-control payments should be double-triggered, i.e., (1) after a change
in the companys ownership structure has taken place, and (2) termination of the
executive as a result of the change in control.
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6-B
Corporate Responsibility
Animal Rights
Generally vote AGAINST proposals to phase out the use of animals in product testing unless:
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The company is conducting animal testing programs that are unnecessary or not
required by regulation;
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The company is conducting animal testing when suitable alternatives are
accepted and used at peer firms;
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The company has been the subject of recent, significant controversy related to
its testing programs.
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Generally vote FOR proposals seeking a report on the companys animal welfare standards.
Drug Pricing and Re-importation
Generally vote AGAINST proposals requesting that companies implement specific price restraints on
pharmaceutical products unless the company fails to adhere to legislative guidelines or industry
norms in its product pricing. Vote CASE-BY-CASE on proposals requesting that the company evaluate
their product pricing considering:
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The existing level of disclosure on pricing policies;
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Deviation from established industry pricing norms;
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The companys existing initiatives to provide its products to needy consumers;
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Whether the proposal focuses on specific products or geographic regions.
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Generally vote FOR proposals requesting that companies report on the financial and legal impact of
their policies regarding prescription drug re-importation unless such information is already
publicly disclosed. Generally vote AGAINST proposals requesting that companies adopt specific
policies to encourage or constrain prescription drug re-importation.
Genetically Modified Foods
Vote AGAINST proposals asking companies to voluntarily label genetically engineered (GE)
ingredients in their products or alternatively to provide interim labeling and eventually eliminate
GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE
ingredients.
Tobacco
Most tobacco-related proposals (such as on second-hand smoke, advertising to youth and spin-offs of
tobacco-related business) should be evaluated on a CASE-BY-CASE basis.
Toxic Chemicals
Generally vote FOR resolutions requesting that a company discloses its policies related to toxic
chemicals. Vote CASE-BY-CASE on resolutions requesting that companies evaluate and disclose the
potential financial and legal risks associated with utilizing certain chemicals. Generally vote
AGAINST resolutions requiring that a company reformulate its products within a certain timeframe
unless such actions are required by law in specific markets.
Arctic National Wildlife Refuge
Generally vote AGAINST request for reports outlining potential environmental damage from drilling
in the Arctic National Wildlife Refuge (ANWR) unless:
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New legislation is adopted allowing development and drilling in the ANWR region;
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The company intends to pursue operations in the ANWR; and
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The company does not currently disclose an environmental risk report for its ANWR operations.
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7-B
Concentrated Area Feeding Operations (CAFOs)
Vote FOR resolutions requesting that companies report to shareholders on the risks and liabilities
associated with CAFOs unless:
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The company has publicly disclosed guidelines for its corporate and contract
farming operations, including compliance monitoring; or
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The company does not directly source from CAFOs.
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Global Warming and Kyoto Protocol Compliance
Generally vote FOR proposals requesting a report on greenhouse gas emissions from company
operations and/or products unless this information is already publicly disclosed or such factors
are not integral to the companys line of business. Generally vote AGAINST proposals that call for
reduction in greenhouse gas emissions by specified amounts or within a restrictive time frame
unless the company lags industry standards and has been the subject of recent, significant fines or
litigation resulting from greenhouse gas emissions.
Generally vote FOR resolutions requesting that companies outline their preparations to comply with
standards established by Kyoto Protocol signatory markets unless:
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The company does not maintain operations in Kyoto signatory markets;
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The company already evaluates and substantially discloses such information; or
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Greenhouse gas emissions do not significantly impact the companys core businesses.
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Political Contributions
Vote CASE-BY-CASE on proposals to improve the disclosure of a companys political contributions
considering: any recent significant controversy or litigation related to the companys political
contributions or governmental affairs; and the public availability of a policy on political
contributions. Vote AGAINST proposals barring the company from making political contributions.
Link Executive Compensation to Social Performance
Vote CASE-BY-CASE on proposals to review ways of linking executive compensation to social factors,
such as corporate downsizings, customer or employee satisfaction, community involvement, human
rights, environmental performance, predatory lending, and executive/employee pay disparities.
Outsourcing/Offshoring
Vote CASE-BY-CASE on proposals calling for companies to report on the risks associated with
outsourcing, considering: the risks associated with certain international markets; the utility of
such a report; and the existence of a publicly available code of corporate conduct that applies to
international operations.
Human Rights Reports
Vote CASE-BY-CASE on requests for reports detailing the companys operations in a particular
country and on proposals to implement certain human rights standards at company facilities or those
of its suppliers and to commit to outside, independent monitoring.
Mutual Fund Proxies
Election of Directors
Vote CASE-BY-CASE on the election of directors and trustees, following the same guidelines for
uncontested directors for public company shareholder meetings. However, mutual fund boards do not
usually have compensation committees, so do not withhold for the lack of this committee.
Converting Closed-end Fund to Open-end Fund
Vote CASE-BY-CASE on conversion proposals, considering the following factors:
8-B
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Past performance as a closed-end fund;
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Market in which the fund invests;
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Measures taken by the board to address the discount; and
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Past shareholder activism, board activity, and votes on related proposals.
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Establish Director Ownership Requirement
Generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that
directors must own in order to qualify as a director or to remain on the board.
Reimburse Shareholder for Expenses Incurred
Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation expenses. When
supporting the dissidents, vote FOR the reimbursement of the solicitation expenses.
Terminate the Investment Advisor
Vote CASE-BY-CASE on proposals to terminate the investment advisor, considering the following
factors:
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Performance of the funds net asset value;
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The funds history of shareholder relations;
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The performance of other funds under the advisors management.
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9-B
APPENDIX C
BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
Goldman Sachs is noted for its Business Principles, which guide all of the firms activities and
serve as the basis for its distinguished reputation among investors worldwide.
Our clients interests always come first.
Our experience shows that if we serve our clients
well, our own success will follow.
Our assets are our people, capital and reputation.
If any of these is ever diminished, the
last is the most difficult to restore. We are dedicated to complying fully with the letter and
spirit of the laws, rules and ethical principles that govern us. Our continued success depends upon
unswerving adherence to this standard.
We take great pride in the professional quality of our work.
We have an uncompromising
determination to achieve excellence in everything we undertake. Though we may be involved in a wide
variety and heavy volume of activity, we would, if it came to a choice, rather be best than
biggest.
We stress creativity and imagination in everything we do.
While recognizing that the old way
may still be the best way, we constantly strive to find a better solution to a clients problems.
We pride ourselves on having pioneered many of the practices and techniques that have become
standard in the industry.
We make an unusual effort to identify and recruit the very best person for every job.
Although
our activities are measured in billions of dollars, we select our people one by one
.
In a service
business, we know that without the best people, we cannot be the best firm.
We offer our people the opportunity to move ahead more rapidly than is possible at most other
places.
We have yet to find limits to the responsibility that our best people are able to assume.
Advancement depends solely on ability, performance and contribution to the Firms success, without
regard to race, color, religion, sex, age, national origin, disability, sexual orientation, or any
other impermissible criterion or circumstance.
We stress teamwork in everything we do.
While individual creativity is always encouraged, we
have found that team effort often produces the best results. We have no room for those who put
their personal interests ahead of the interests of the Firm and its clients.
The dedication of our people to the Firm and the intense effort they give their jobs are
greater than one finds in most other organizations.
We think that this is an important part of our
success.
1-C
Our profits are a key to our success.
They replenish our capital and attract and keep our best
people. It is our practice to share our profits generously with all who helped create them.
Profitability is crucial to our future.
We consider our size an asset that we try hard to preserve.
We want to be big enough to
undertake the largest project that any of our clients could contemplate, yet small enough to
maintain the loyalty, the intimacy and the esprit de corps that we all treasure and that contribute
greatly to our success.
We constantly strive to anticipate the rapidly changing needs of our clients and to develop
new services to meet those needs.
We know that the world of finance will not stand still and that
complacency can lead to extinction.
We regularly receive confidential information as part of our normal client relationships.
To
breach a confidence or to use confidential information improperly or carelessly would be
unthinkable.
Our business is highly competitive, and we aggressively seek to expand our client
relationships.
However, we must always be fair to competitors and must never denigrate other firms.
Integrity and honesty are the heart of our business.
We expect our people to maintain high
ethical standards in everything they do, both in their work for the firm and in their personal
lives.
2-C
Goldman, Sachs & Co.s History of Excellence
1869
Is founded by Marcus Goldman
1882
Becomes a private partnership when Samuel Sachs joins the firm
1896
Joins New York Stock Exchange
1906
Takes Sears public
1925
Finances Warner Brothers to develop sound in movies
1933-69
Senior Partner Sidney J. Weinberg serves as adviser to five presidents: Roosevelt, Truman,
Eisenhower, Kennedy, and Johnson
1956
Co-manages Fords initial public offering, the largest IPO to date
1985
Senior Partner John C. Whitehead named Deputy Secretary of State
1986
Takes Microsoft public
1988
Goldman Sachs Asset Management (GSAM) is established, formalizing the asset management capability
that Goldman Sachs initiated in 1981 by managing money market funds for institutional clients; 50
employees
1995
Senior Partner Robert E. Rubin named Treasury Secretary
1996
GSAM acquires CIN Management ($23 B)
1997
Launches web site that delivers trading ideas, research reports, and analytical tools to clients
worldwide
3-C
GSAM acquires Commodities Corp. ($1.6 B in hedge fund assets); Acquires Liberty Investment
Management ($6B in growth assets)
1998
Takes ebay public
1999
Goldman, Sachs & Co. becomes a public company
2001
GSAM assets under management pass $300B mark
2002
Advises and services 45% of the Forbes 400
1
Growth Team is awarded the years single largest U.S. institutional mandate
2003
Acquires The Ayco Company, L.P.; Announces it will combine Australian operation with JBWere to form
Goldman Sachs JBWere
2006
May 2006 Goldman, Sachs celebrates 25 years in Money Fund Industry
GSAM assets under management total approximately $575B; 1,100 professionals worldwide
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1
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Source: Forbes.com, October 2003. Reprinted
by permission of Forbes Magazine © 2004 Forbes Inc.
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4-C
APPENDIX D
Statement of Intention
(applicable only to Class A Shares)
If a shareholder anticipates within a 13-month period Class A Shares of a Portfolio alone or
in combination with Class A Shares of another Goldman Sachs Fund in the amount of $100,000 or more,
the shareholder may obtain shares of the Portfolio at the same reduced sales charge as though the
total quantity were invested in one lump sum by checking and filing the Statement of Intention in
the Account Application. Income dividends and capital gain distributions taken in additional
shares, as well as any appreciation on shares previously purchased, will not apply toward the
completion of the Statement of Intention.
To ensure that the reduced price will be received on future purchases, the investor must
inform Goldman Sachs that the Statement of Intention is in effect each time shares are purchased.
Subject to the conditions mentioned below, each purchase will be made at the public offering price
applicable to a single transaction of the dollar amount specified on the Account Application. The
investor makes no commitment to purchase additional shares, but if the investors purchases within
13 months plus the value of shares credited toward completion do not total the sum specified, the
investor will pay the increased amount of the sales charge prescribed in the Escrow Agreement.
Escrow Agreement
Out of the initial purchase (or subsequent purchases if necessary), 5% of the dollar amount
specified on the Account Application will be held in escrow by the transfer agent in the form of
shares registered in the investors name. All income dividends and capital gains distributions on
escrowed shares will be paid to the investor or to his or her order. When the minimum investment so
specified is completed (either prior to or by the end of the 13th month), the investor will be
notified and the escrowed shares will be released.
If the intended investment is not completed, the investor will be asked to remit to Goldman
Sachs any difference between the sales charge on the amount specified and on the amount actually
attained. If the investor does not within 20 days after written request by Goldman Sachs pay such
difference in the sales charge, the transfer agent will redeem, pursuant to the authority given by
the investor in the Account Application, an appropriate number of the escrowed shares in order to
realize such difference. Shares remaining after any such redemption will be released by the
transfer agent.
1-D
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 14, 2007
SUBJECT TO COMPLETION
The information in this statement of additional information is not complete and may be changed. We
may not sell these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This statement of additional information is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
PART B
STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 31, 2007
Class A Shares
Class C Shares
Institutional Shares
GOLDMAN
SACHS INFLATION PROTECTED SECURITIES FUND
(A portfolio of Goldman Sachs Trust)
Goldman Sachs Trust
71 South Wacker Drive
Chicago, Illinois 60606
This Statement of Additional Information (the Additional Statement) is not a prospectus.
This Additional Statement should be read in conjunction with the
Prospectuses for the Class A and Class C Shares and
Institutional Shares of Goldman Sachs Inflation Protected Securities Fund the
(Fund) dated August 31, 2007 (the Prospectuses), as they may be further
amended and/or supplemented from time to time. The Prospectuses may be
obtained without charge from Goldman,
Sachs & Co. by calling the telephone number, or writing to one of the addresses, listed below or
from institutions (Service Organizations) acting on behalf of their customers.
The
Funds annual report (when available) may be obtained upon request and
without charge by calling Goldman, Sachs & Co. toll free at
800-621-2550.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
TABLE OF CONTENTS
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Page
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INTRODUCTION
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B-1
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INVESTMENT OBJECTIVES AND POLICIES
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B-2
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DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES
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B-5
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INVESTMENT RESTRICTIONS
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B-53
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TRUSTEES AND OFFICERS
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B-57
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MANAGEMENT SERVICES
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B-65
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POTENTIAL CONFLICTS OF INTEREST
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B-72
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PORTFOLIO TRANSACTIONS AND BROKERAGE
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B-91
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SHARES OF THE TRUST
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B-94
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NET ASSET VALUE
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B-100
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TAXATION
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B-101
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PROXY VOTING
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B-111
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PAYMENTS TO INTERMEDIARIES
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B-112
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OTHER INFORMATION
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B-113
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FINANCIAL STATEMENTS
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B-116
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OTHER INFORMATION REGARDING PURCHASES, REDEMPTIONS,
EXCHANGES AND DIVIDENDS
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B-116
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DISTRIBUTION AND SERVICE PLANS
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B-120
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ACCOUNT SERVICE PLAN
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B-122
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APPENDIX A DESCRIPTION OF SECURITIES RATINGS
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1-A
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APPENDIX B
2007 ISS PROXY VOTING GUIDELINES SUMMARY
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1-B
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APPENDIX C BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
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1-C
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APPENDIX D STATEMENT OF INTENTION (applicable only to Class A Shares)
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1-D
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The
date of this Additional Statement is August , 2007.
- i -
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
32 Old Slip
New York, New York 10005
GOLDMAN, SACHS & CO.
Distributor
85 Broad Street
New York, NY 10004
GOLDMAN, SACHS & CO.
Transfer Agent
71 South Wacker Drive
Chicago, Illinois 60606
Toll free (in U.S.) .......800-621-2550
INTRODUCTION
Goldman Sachs Trust (the Trust) is an open-end, management investment company. The Trust is
organized as a Delaware statutory trust and was established by a Declaration of Trust dated January
28, 1997.
The Trust is a successor to a Massachusetts business trust that was combined with the
Trust on April 30, 1997. The following series of the Trust is described in this Additional
statement: Goldman Sachs Inflation Protected Securities Fund (the
Fund). The Trustees of the Trust have authority under the Declaration of Trust
to create and classify shares into separate series and to classify and reclassify any series of
shares into one or more classes without further action by shareholders. Pursuant thereto, the
Trustees have created the Fund and other series.
Additional series and classes may be added in the future from time to time.
The Fund currently offers three classes of Shares: Class A Shares,
Class C Shares and Institutional Shares, See Shares of the
Trust.
Goldman Sachs Asset Management, L.P. (GSAM) (formerly Goldman Sachs Funds Management, L.P.),
an affiliate of Goldman, Sachs & Co. (Goldman Sachs), serves as the investment adviser to the
Fund.
B-1
GSAM is sometimes referred to herein as the Investment
Adviser. In addition, Goldman Sachs serves as the Funds distributor and transfer
agent. State Street Bank and Trust Company (State
Street) serves as custodian to the Fund.
Because
the Funds shares may be redeemed upon request of a shareholder on any business day
at net asset value, the Fund offers greater liquidity than many competing investments, such as
certificates of deposit and direct investments in certain securities in which the Fund
may invest. However, unlike certificates of deposits, shares of the Fund are not insured by the
Federal Deposit Insurance Corporation.
The
following information relates to and supplements the description of
the Funds investment
policies contained in the Prospectuses. See the Prospectuses for a more complete description of
the Funds investment objectives and policies. Investing in the Fund entails certain risks and
there is no assurance that the Fund will achieve its objective. Capitalized terms used but not
defined herein have the same meaning as in the Prospectuses.
Experienced Management
.
Successfully creating and managing a portfolio of securities
requires professionals with extensive experience. Goldman Sachs highly skilled portfolio
management team brings together many years of experience in the analysis, valuation and trading of
U.S. and foreign fixed-income securities.
INVESTMENT OBJECTIVES AND POLICIES
The
Fund has distinct investment objective and policies. There can be no
assurance that the
Funds objective will be achieved. The investment objective and
policies of the Fund, and the
associated risks of the Fund, are discussed in the Funds Prospectuses, which should be read
carefully before an investment is made. All investment objectives and investment policies not
specifically designated as fundamental are nonfundamental and may be changed without
shareholder approval. However, with respect to the Fund, to the extent required by Securities and Exchange
Commission (SEC) regulations, shareholders will be provided with sixty days notice in the manner
prescribed by the SEC before any change in the Funds policy to invest at least 80% of its net assets
plus any borrowings for investment purposes (measured at the time of
purchase) (Net Assets), in the particular type of investment suggested by its name.
B-2
Specifically,
as a matter of fundamental policy, under normal
circumstances at least 80% of the Net Assets (measured at the time of
purchase) of the Fund will be invested in
inflation protected securities (IPS) of varying
maturities issued by the U.S. Treasury (TIPS) and other
U.S. and non-U.S. Government agencies and corporations
(CIPS). Additional information about the Fund, its policies
and the investment instruments it may hold is provided below.
The Funds share price will fluctuate with market, economic and, to the extent applicable,
foreign exchange conditions, so that an investment in the Fund may be worth more or less
when redeemed than when purchased. The Fund should not be relied upon as a complete
investment program.
The following discussion supplements the information in the Funds Prospectuses.
B-3
General
Information Regarding the Fund
The Fund is designed for investors who seek real return consistent with preservation of
capital. Real return is the return on an investment adjusted for
inflation. The Fund invests, under normal circumstances, at least 80% of its net assets plus any
borrowings for investment purposes (measured at time of purchase)
(Net Assets) in inflation-protected securities (IPS) of varying maturities issued
by the U.S. Treasury (TIPS) and
other U.S. and non-U.S. Government agencies and corporations
(CIPS). IPS are designed to
provide inflation protection to investors. The U.S. Treasury uses the
Consumer Price Index for Urban Consumers (the CPIU) as
the measurement of inflation, while other issuers of IPS may use
different indices as the measure of inflation. IPS
are income-generating instruments whose interest and principal payments are adjusted for
inflationa sustained increase in prices that erodes the purchasing power of money. The
inflation adjustment, which is typically applied monthly to the principal of the bond, follows a
designated inflation index, such as the consumer price index. A fixed coupon rate is applied to
the inflation-adjusted principal so that as inflation rises, both the principal value and the interest
payments increase. This can provide investors with a hedge against inflation, as it helps preserve
the purchasing power of an investment. Because of this inflation adjustment feature, inflation-
protected bonds typically have lower yields than conventional fixed-rate bonds. The remainder
of the Funds Net Assets (up to 20%) may be invested in other fixed income securities, including
U.S. Government Securities, asset-backed securities, mortgage-backed securities, corporate
securities, and securities issued by foreign corporate and governmental issuers. 100% of the
Funds portfolio will be invested in U.S. dollar-denominated securities.
B-4
DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES
U. S. Government Securities
The Fund may invest in U.S. Government Securities. Some U.S. Government Securities (such as
Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of
issuance) are supported by the full faith and credit of the United States. Others, such as
obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored
enterprises, are supported either by (i) the right of the issuer to borrow from the U.S. Treasury,
(ii) the discretionary authority of the U.S. government to purchase certain obligations of the
issuer or (iii) only the credit of the issuer. The U.S. government is under no legal obligation,
in general, to purchase the obligations of its agencies, instrumentalities or sponsored
enterprises. No assurance can be given that the U.S. government will provide financial support to
the U.S. government agencies, instrumentalities or sponsored enterprises in the future.
U.S. Government Securities include (to the extent consistent with the Act) securities for
which the payment of principal and interest is backed by an irrevocable letter of credit issued by
the U.S. government, or its agencies, instrumentalities or sponsored enterprises. U.S. Government
Securities also include (to the extent consistent with the Act) participations in loans made to
foreign governments or their agencies that are guaranteed as to principal and interest by the U.S.
government or its agencies, instrumentalities or sponsored enterprises. The secondary market for
certain of these participations is extremely limited. In the absence of a suitable secondary
market, such participations are regarded as illiquid.
The Fund may also purchase U.S. Government Securities in private placements and may also
invest in separately traded principal and interest components of securities guaranteed or issued by
the U.S. Treasury that are traded independently under the separate trading of registered interest
and principal of securities program (STRIPS).
Inflation-Protected
Securities
. The Fund may invest in IPS of varying maturities
issued by the U.S. Treasury (TIPS) and other U.S. and
non-U.S. Government agencies and corporations (CIPS). IPS are fixed income
securities whose principal and interest payments are adjusted according to the rate of inflation. The
interest rate on IPS is fixed at issuance, but over the life of the bond this interest may be paid
on an increasing or decreasing principal value that has been adjusted for inflation. Although
repayment of the original bond principal upon maturity is guaranteed, the market value of IPS is
not guaranteed, and will fluctuate.
The values of IPS generally fluctuate in response to changes in real interest rates, which
are in turn tied to the relationship between nominal interest rates and the rate of inflation. If
inflation were to rise at a faster rate than nominal interest rates, real interest rates might
decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates were
to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease
in the value of IPS. If inflation is lower than expected during the
period the Fund holds TIPS, the Fund may earn less on the IPS than on a conventional bond. If interest rates rise due to reasons
other than inflation (for example, due to changes in the currency exchange rates), investors in
IPS may not be protected to the extent that the increase is not reflected in the bonds inflation
measure. There can be no assurance that the inflation index for IPS will accurately measure the
real rate of inflation in the prices of goods and services.
The
U.S. Treasury utilizes the CPIU as the measurement of inflation,
while other issuers of IPS use different indices as the measure of
inflation. Any increase in principal value of IPS caused by an increase in the consumer price index is
taxable in the year the increase occurs, even though the Fund holding IPS will not receive cash
representing the increase at that time. As a result, the Fund could be required at times to
liquidate other
investments, including when it is not advantageous to do so, in order to satisfy its distribution
requirements as a regulated investment company.
B-5
If
the Fund invests in IPS, it will be required to
treat as original issue discount any increase in the principal amount of the securities that occurs
during the course of its taxable year. If the Fund purchases such inflation protected securities
that are issued in stripped form either as stripped bonds or coupons, it will be treated as if it
had purchased a newly issued debt instrument having original issue discount.
Because
the Fund is required to distribute substantially all of its net investment income
(including accrued original issue discount), the Funds investment in either zero coupon bonds or
IPS may require the Fund to distribute to shareholders an amount greater than the total cash income
it actually receives. Accordingly, in order to make the required
distributions, the Fund may be
required to borrow or liquidate securities.
Custodial Receipts and Trust Certificates
The Fund may invest in custodial receipts and trust certificates, which may be underwritten
by securities dealers or banks, representing interests in securities held by a custodian or
trustee. The securities so held may include U.S. Government Securities, Municipal Securities or
other types of securities in which the Fund may invest. The custodial receipts or trust certificates
are underwritten by securities dealers or banks and may evidence ownership of future interest
payments, principal payments or both on the underlying securities, or, in some cases, the payment
obligation of a third party that has entered into an interest rate swap or other arrangement with
the custodian or trustee. For certain securities law purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S. government or other issuer of the
securities held by the custodian or trustee. As a holder of custodial receipts and trust
certificates, the Fund will bear its proportionate share of the fees and expenses charged to the
custodial account or trust. The Fund may also invest in separately issued interests in custodial
receipts and trust certificates.
Although
under the terms of a custodial receipt or trust certificate the Fund would be typically
authorized to assert its rights directly against the issuer of the underlying obligation, the Fund
could be required to assert through the custodian bank or trustee those rights as may exist against
the underlying issuers. Thus, in the event an underlying issuer fails to pay principal and/or
interest when due, the Fund may be subject to delays, expenses and risks that are greater than those
that would have been involved if the Fund had purchased a direct obligation of the issuer. In
addition, in the event that the trust or custodial account in which the underlying securities have
been deposited is determined to be an association taxable as a corporation, instead of a
non-taxable entity, the yield on the underlying securities would be reduced in recognition of any
taxes paid.
Certain custodial receipts and trust certificates may be synthetic or derivative instruments
that have interest rates that reset inversely to changing short-term rates and/or have embedded
interest rate floors and caps that require the issuer to pay an adjusted interest rate if market
rates fall below or rise above a specified rate. Because some of these instruments represent
relatively recent innovations, and the trading market for these instruments is less developed than
the markets for traditional types of instruments, it is uncertain how these instruments will
perform under different economic and interest-rate scenarios. Also, because these instruments may
be leveraged, their market values may be more volatile than other types of fixed income instruments
and may present greater potential for capital gain or loss. The possibility of default by an
issuer or the issuers credit provider may be greater for these derivative instruments than for
other types of
instruments. In some cases, it may be difficult to determine the fair value of a derivative
instrument because of a lack of reliable objective information and an established secondary market
for some instruments may not exist. In many cases, the Internal Revenue Service has not ruled on
the tax treatment of the interest or payments received on the derivative instruments and,
accordingly, purchases of such instruments are based on the opinion of counsel to the sponsors of
the instruments.
B-6
Mortgage Loans and Mortgage-Backed Securities
The
Fund may invest in mortgage loans and mortgage pass-through securities and other securities
representing an interest in or collateralized by adjustable and fixed-rate mortgage loans
(Mortgage-Backed Securities).
Mortgage-Backed Securities (including collateralized mortgage obligations, REMICs and stripped
mortgage-backed securities described below) are subject to both call risk and extension risk.
Because of these risks, these securities can have significantly greater price and yield volatility
than with traditional fixed-income securities.
General Characteristics
.
Each mortgage pool underlying Mortgage-Backed Securities
consists of mortgage loans evidenced by promissory notes secured by first mortgages or first deeds
of trust or other similar security instruments creating a first lien on owner occupied and
non-owner occupied one-unit to four-unit residential properties, multi-family (
i.e
., five or more)
properties, agricultural properties, commercial properties and mixed use properties (the Mortgaged
Properties). The Mortgaged Properties may consist of detached individual dwelling units,
multi-family dwelling units, individual condominiums, townhouses, duplexes, triplexes, fourplexes,
row houses, individual units in planned unit developments and other attached dwelling units. The
Mortgaged Properties may also include residential investment properties and second homes.
The investment characteristics of adjustable and fixed rate Mortgage-Backed Securities differ
from those of traditional fixed-income securities. The major differences include the payment of
interest and principal on Mortgage-Backed Securities on a more frequent (usually monthly) schedule,
and the possibility that principal may be prepaid at any time due to prepayments on the underlying
mortgage loans or other assets. These differences can result in significantly greater price and
yield volatility than is the case with traditional fixed-income
securities. As a result, if the Fund
purchases Mortgaged-Backed Securities at a premium, a faster than expected prepayment rate will
reduce both the market value and the yield to maturity from those which were anticipated. A
prepayment rate that is slower than expected will have the opposite effect of increasing yield to
maturity and market value. Conversely, if the Fund purchases Mortgage-Backed Securities at a
discount, faster than expected prepayments will increase, while slower than expected prepayments
will reduce yield to maturity and market values. To the extent that
the Fund invests in
Mortgage-Backed Securities, its Investment Adviser may seek to manage these potential risks by
investing in a variety of Mortgage-Backed Securities and by using certain hedging techniques.
Prepayments on a pool of mortgage loans are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors (such as changes in mortgagors
housing needs, job transfers, unemployment, mortgagors equity in the mortgage properties and
servicing decisions). The timing and level of prepayments cannot be predicted. A predominant
factor affecting the prepayment rate on a pool of mortgage loans is, however, the difference
between the interest rates on outstanding mortgage loans and prevailing mortgage loan interest
rates (giving consideration to the cost of any refinancing). Generally, prepayments on mortgage
loans will increase during a period of falling mortgage
interest rates and decrease during a period of rising mortgage interest rates. Accordingly,
the amounts of prepayments available for reinvestment by the Fund are likely to be greater during a
period of declining mortgage interest rates. If general interest rates decline, such prepayments
are likely to be reinvested at lower interest rates than the Fund was earning on the
mortgage-backed securities that were prepaid. Due to these factors, mortgage-backed securities may
be less effective than U.S. Treasury and other types of debt securities of similar maturity at
maintaining yields during periods of declining interest rates.
Because the Funds investments are
interest-rate sensitive, the Funds performance will depend in part upon the ability of the Fund
to anticipate and respond to fluctuations in market interest rates and to utilize appropriate
strategies to maximize returns to the Fund, while attempting to minimize the associated risks
B-7
to its investment capital. Prepayments may have a disproportionate effect on certain mortgage-backed
securities and other multiple class pass-through securities, which are discussed below.
The rate of interest on mortgage-backed securities is normally lower than the interest rates
paid on the mortgages included in the underlying pool due to the annual fees paid to the servicer
of the mortgage pool for passing through monthly payments to certificate holders and to any
guarantor, such as the Government National Mortgage Association (Ginnie Mae), and due to any
yield retained by the issuer. Actual yield to the holder may vary from the coupon rate, even if
adjustable, if the mortgage-backed securities are purchased or traded in the secondary market at a
premium or discount. In addition, there is normally some delay between the time the issuer
receives mortgage payments from the servicer and the time the issuer makes the payments on the
mortgage-backed securities and this delay reduces the effective yield to the holder of such
securities.
The issuers of certain mortgage-backed obligations may elect to have the pool of mortgage
loans (or indirect interests in mortgage loans) underlying the securities treated as a real estate
mortgage investment conduit (REMIC), which is subject to special federal income tax rules. A
description of the types of mortgage-backed securities in which the Fund may invest is provided
below. The descriptions are general and summary in nature, and do not detail every possible
variation of the types of securities that are permissible for the Fund.
Adjustable Rate Mortgage Loans (ARMs)
.
The Fund may invest in ARMs. ARMs generally provide for a fixed
initial mortgage interest rate for a specified period of time. Thereafter, the interest rates (the
Mortgage Interest Rates) may be subject to periodic adjustment based on changes in the applicable
index rate (the Index Rate). The adjusted rate would be equal to the Index Rate plus a fixed
percentage spread over the Index Rate established for each ARM at the time of its origination.
ARMs allow the Fund to participate in increases in interest rates through periodic increases in the
securities coupon rates. During periods of declining interest rates, coupon rates may readjust
downward resulting in lower yields to the Fund.
Adjustable interest rates can cause payment increases that some mortgagors may find difficult
to make. However, certain ARMs may provide that the Mortgage Interest Rate may not be adjusted to
a rate above an applicable lifetime maximum rate or below an applicable lifetime minimum rate for
such ARM. Certain ARMs may also be subject to limitations on the maximum amount by which the
Mortgage Interest Rate may adjust for any single adjustment period (the Maximum Adjustment).
Other ARMs (Negatively Amortizing ARMs) may provide instead or as well for limitations on changes
in the monthly payment on such ARMs. Limitations on monthly payments can result in monthly
payments which are greater or less than the amount necessary to amortize a Negatively Amortizing
ARM by its maturity at the Mortgage Interest Rate in effect in any particular month. In the event
that a monthly payment is not sufficient to pay the interest accruing on a Negatively Amortizing
ARM, any such excess interest is added to the principal balance of the
loan, causing negative amortization, and will be repaid through future monthly payments. It may
take borrowers under Negatively Amortizing ARMs longer periods of time to build up equity and may
increase the likelihood of default by such borrowers. In the event that a monthly payment exceeds
the sum of the interest accrued at the applicable Mortgage Interest Rate and the principal payment
which would have been necessary to amortize the outstanding principal balance over the remaining
term of the loan, the excess (or accelerated amortization) further reduces the principal balance
of the ARM. Negatively Amortizing ARMs do not provide for the extension of their original maturity
to accommodate changes in their Mortgage Interest Rate. As a result, unless there is a periodic
recalculation of the payment amount (which there generally is), the final payment may be
substantially larger than the other payments. These limitations on periodic increases in interest
rates and on changes in monthly payments protect borrowers from unlimited interest rate and payment
increases, but may result in increased credit exposure and prepayment risks for lenders.
B-8
ARMs also have the risk of prepayments. The rate of principal prepayments with respect to
ARMs has fluctuated in recent years. The value of Mortgage-Backed Securities that are structured
as pass through mortgage securities that are collateralized by ARMs are less likely to rise during
periods of declining interest rates to the same extent as fixed-rate securities. Accordingly, ARMs
may be subject to a greater rate of principal repayments in a declining interest rate environment
resulting in lower yields to the Fund. For example, if prevailing interest rates fall significantly,
ARMs could be subject to higher prepayment rates (than if prevailing interest rates remain constant
or increase) because the availability of low fixed-rate mortgages may encourage mortgagors to
refinance their ARMs to lock-in a fixed-rate mortgage. On the other hand, during periods of
rising interest rates, the value of ARMs will lag behind changes in the market rate. ARMs are also
typically subject to maximum increases and decreases in the interest rate adjustment which can be
made on any one adjustment date, in any one year, or during the life of the security. In the event
of dramatic increases or decreases in prevailing market interest
rates, the value of the Funds
investment in ARMs may fluctuate more substantially since these limits may prevent the security
from fully adjusting its interest rate to the prevailing market rates. As with fixed-rate
mortgages, ARM prepayment rates vary in both stable and changing interest rate environments.
There are two main categories of indices which provide the basis for rate adjustments on ARMs:
those based on U.S. Treasury securities and those derived from a calculated measure, such as a
cost of funds index or a moving average of mortgage rates. Commonly utilized indices include the
one-year, three-year and five-year constant maturity Treasury rates, the three-month Treasury bill
rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities, the 11th District
Federal Home Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month,
three-month, six-month or one-year London Interbank Offered Rate, the prime rate of a specific bank
or commercial paper rates. Some indices, such as the one-year constant maturity Treasury rate,
closely mirror changes in market interest rate levels. Others, such as the 11th District Federal
Home Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels and tend to be
somewhat less volatile. The degree of volatility in the market value of a Fund that holds ARMs
and, therefore, in the net asset value of its shares, will be a function of the length of the
interest rate reset periods and the degree of volatility in the applicable indices.
Fixed-Rate Mortgage Loans
.
Generally, fixed-rate mortgage loans included in a
mortgage pool (the Fixed-Rate Mortgage Loans) will bear simple interest at fixed annual rates and
have original terms to maturity ranging from 5 to 40 years. Fixed-Rate Mortgage Loans generally
provide for monthly payments of principal and interest in substantially equal installments for the
term of the mortgage note in sufficient amounts to fully amortize principal by maturity, although
certain Fixed-Rate Mortgage Loans provide for a large final balloon payment upon maturity.
Legal Considerations of Mortgage Loans
.
The following is a discussion of certain
legal and regulatory aspects of the mortgage loans in which the Fund may invest. These regulations may impair the
ability of a mortgage lender to enforce its rights under the mortgage documents. These regulations
may adversely affect the Funds investments in Mortgage-Backed Securities (including those issued
or guaranteed by the U.S. government, its agencies or
instrumentalities) by delaying the Funds receipt of payments derived from principal or interest on mortgage loans affected by such
regulations.
1.
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Foreclosure
. A foreclosure of a defaulted mortgage loan may be delayed due to
compliance with statutory notice or service of process provisions, difficulties in locating
necessary parties or legal challenges to the mortgagees right to foreclose. Depending upon
market conditions, the ultimate proceeds of the sale of foreclosed property may not equal the
amounts owed on the Mortgage-Backed Securities.
|
B-9
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Furthermore, courts in some cases have imposed general equitable principles upon foreclosure
generally designed to relieve the borrower from the legal effect of default and have
required lenders to undertake affirmative and expensive actions to determine the causes for
the default and the likelihood of loan reinstatement.
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2.
|
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Rights of Redemption
. In some states, after foreclosure of a mortgage loan, the
borrower and foreclosed junior lienors are given a statutory period in which to redeem the
property, which right may diminish the mortgagees ability to sell the property.
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3.
|
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Legislative Limitations
. In addition to anti-deficiency and related legislation,
numerous other federal and state statutory provisions, including the federal bankruptcy laws
and state laws affording relief to debtors, may interfere with or affect the ability of a
secured mortgage lender to enforce its security interest. For example, a bankruptcy court may
grant the debtor a reasonable time to cure a default on a mortgage loan, including a payment
default. The court in certain instances may also reduce the monthly payments due under such
mortgage loan, change the rate of interest, reduce the principal balance of the loan to the
then-current appraised value of the related mortgaged property, alter the mortgage loan
repayment schedule and grant priority of certain liens over the lien of the mortgage loan. If
a court relieves a borrowers obligation to repay amounts otherwise due on a mortgage loan,
the mortgage loan servicer will not be required to advance such amounts, and any loss may be
borne by the holders of securities backed by such loans. In addition, numerous federal and
state consumer protection laws impose penalties for failure to comply with specific
requirements in connection with origination and servicing of mortgage loans.
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4.
|
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Due-on-Sale Provisions
. Fixed-rate mortgage loans may contain a so-called
due-on-sale clause permitting acceleration of the maturity of the mortgage loan if the
borrower transfers the property. The Garn-St. Germain Depository Institutions Act of 1982
sets forth nine specific instances in which no mortgage lender covered by that Act may
exercise a due-on-sale clause upon a transfer of property. The inability to enforce a
due-on-sale clause or the lack of such a clause in mortgage loan documents may result in a
mortgage loan being assumed by a purchaser of the property that bears an interest rate below
the current market rate.
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5.
|
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Usury Laws
. Some states prohibit charging interest on mortgage loans in excess of
statutory limits. If such limits are exceeded, substantial penalties may be incurred and, in
some cases, enforceability of the obligation to pay principal and interest may be affected.
|
Government Guaranteed Mortgage-Backed Securities
.
There are several types of
government guaranteed Mortgage-Backed Securities currently available, including guaranteed mortgage
pass-through certificates and multiple class securities, which include guaranteed Real Estate
Mortgage Investment Conduit Certificates (REMIC Certificates), other collateralized mortgage
obligations and stripped Mortgage-Backed Securities. The Fund is permitted to invest in other types of
Mortgage-Backed Securities that may be available in the future to the
extent consistent with its investment policies and objectives. Ginnie Mae securities are backed by the full faith
and credit of the U.S. Government, which means that the U.S. Government guarantees that the
interest and principal will be paid when due. Federal National Mortgage Association (Fannie Mae)
and Federal Home Loan Mortgage Corporation (Freddie Mac) securities are not backed by the full
faith and credit of the U.S. Government. Fannie Mae and Freddie Mac have the ability to borrow
from the U.S. Treasury, and as a result, they are generally viewed by the market as high quality
securities with low credit risks. From time to time, proposals have been introduced before
Congress for the purpose of restricting or eliminating federal sponsorship Fannie Mae and Freddie
Mac that issue guaranteed Mortgage-Backed Securities. The Trust cannot predict what legislation,
if any, may be proposed in the future in Congress as regards such sponsorship or which proposals,
if any, might be enacted. Such proposals, if enacted, might
B-10
materially and adversely affect the
availability of government guaranteed Mortgage-Backed Securities and
the Funds liquidity and
value.
There is risk that the U.S. Government will not provide financial support to its agencies,
authorities, instrumentalities or sponsored enterprises. The Fund may purchase U.S. Government
securities that are not backed by the full faith and credit of the United States, such as those
issued by Fannie Mae and Freddie Mac. The maximum potential liability of the issuers of some U.S.
Government securities held by the Fund may greatly exceed their current resources, including their
legal right to support from the U.S. Treasury. It is possible that these issuers will not have the
funds to meet their payment obligations in the future.
Guaranteed Mortgage Pass-Through Securities
Ginnie Mae Certificates
.
Ginnie Mae is a wholly-owned corporate instrumentality of
the United States. Ginnie Mae is authorized to guarantee the timely payment of the principal of
and interest on certificates that are based on and backed by a pool of mortgage loans insured by
the Federal Housing Administration (FHA), or guaranteed by the Veterans Administration (VA), or
by pools of other eligible mortgage loans. In order to meet its obligations under any guaranty,
Ginnie Mae is authorized to borrow from the U.S. Treasury in an unlimited amount. The National
Housing Act provides that the full faith and credit of the United States is pledged to the timely
payment of principal and interest by Ginnie Mae of amounts due on Ginnie Mae certificates.
Fannie Mae Certificates
.
Fannie Mae is a stockholder-owned corporation chartered
under an act of the United States Congress. Generally, Fannie Mae Certificates are issued and
guaranteed by Fannie Mae and represent an undivided interest in a pool of mortgage loans (a Pool)
formed by Fannie Mae. A Pool consists of residential mortgage loans either previously owned by
Fannie Mae or purchased by it in connection with the formation of the Pool. The mortgage loans may
be either conventional mortgage loans (
i.e
., not insured or guaranteed by any U.S. government
agency) or mortgage loans that are either insured by the FHA or guaranteed by the VA. However, the
mortgage loans in Fannie Mae Pools are primarily conventional mortgage loans. The lenders
originating and servicing the mortgage loans are subject to certain eligibility requirements
established by Fannie Mae.
Fannie Mae has certain contractual responsibilities. With respect to each Pool, Fannie Mae is
obligated to distribute scheduled installments of principal and interest after Fannie Maes
servicing and guaranty fee, whether or not received, to Certificate holders. Fannie Mae also is
obligated to distribute to holders of Certificates an amount equal to the full principal balance of
any foreclosed mortgage loan, whether or not such principal balance is actually recovered. The
obligations of Fannie Mae under its guaranty of the Fannie Mae Certificates are obligations solely
of Fannie Mae.
Freddie Mac Certificates
.
Freddie Mac is a publicly held U.S. government sponsored
enterprise. A principal activity of Freddie Mac currently is the purchase of first lien,
conventional, residential mortgage loans and participation interests in such mortgage loans and
their resale in the form of mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac
Certificate represents a pro rata interest in a group of mortgage loans or participations in
mortgage loans (a Freddie Mac Certificate group) purchased by Freddie Mac.
Freddie Mac guarantees to each registered holder of a Freddie Mac Certificate the timely
payment of interest at the rate provided for by such Freddie Mac Certificate (whether or not
received on the underlying loans). Freddie Mac also guarantees to each registered Certificate
holder ultimate collection of all principal of the related mortgage loans, without any offset or
deduction, but does not, generally, guarantee the timely payment of scheduled principal. The
obligations of Freddie Mac under its guaranty of Freddie Mac Certificates are obligations solely of
Freddie Mac.
B-11
The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of
adjustable rate or fixed-rate mortgage loans with original terms to maturity of up to forty years.
These mortgage loans are usually secured by first liens on one-to-four-family residential
properties or multi-family projects. Each mortgage loan must meet the applicable standards. A
Freddie Mac Certificate group may include whole loans, participation interests in whole loans,
undivided interests in whole loans and participations comprising another Freddie Mac Certificate
group.
Conventional Mortgage Loans
.
The conventional mortgage loans underlying the Freddie
Mac and Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans normally
with original terms to maturity of between five and thirty years. Substantially all of these
mortgage loans are secured by first liens on one- to four-family residential properties or
multi-family projects. Each mortgage loan must meet the applicable standards set forth in the law
creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans,
participation interests in whole loans, undivided interests in whole loans and participations
comprising another Freddie Mac Certificate group.
Mortgage
Pass-Through Securities
.
To the extent consistent with
its investment
policies, the Fund may invest in both government guaranteed and privately issued mortgage pass-through securities
(Mortgage Pass-Throughs), that are fixed or adjustable rate Mortgage-Backed Securities which
provide for monthly payments that are a pass-through of the monthly interest and principal
payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans,
net of any fees or other amounts paid to any guarantor, administrator and/or servicer of the
underlying mortgage loans. The seller or servicer of the underlying mortgage obligations will
generally make representations and warranties to certificate holders as to certain characteristics
of the mortgage loans and as to the accuracy of certain information furnished to the trustee in
respect of each such mortgage loan. Upon a breach of any representation or warranty that
materially and adversely affects the interests of the related certificate holders in a mortgage
loan, the seller or servicer generally may be obligated either to cure the breach in all material
respects, to repurchase the mortgage loan
or, if the related agreement so provides, to substitute in its place a mortgage loan pursuant to
the conditions set forth therein. Such a repurchase or substitution obligation may constitute the
sole remedy available to the related certificate holders or the trustee for the material breach of
any such representation or warranty by the seller or servicer.
The following discussion describes only a few of the wide variety of structures of Mortgage
Pass-Throughs that are available or may be issued.
Description of Certificates
.
Mortgage Pass-Throughs may be issued in one or more
classes of senior certificates and one or more classes of subordinate certificates. Each such
class may bear a different pass-through rate. Generally, each certificate will evidence the
specified interest of the holder thereof in the payments of principal or interest or both in
respect of the mortgage pool comprising part of the trust fund for such certificates.
Any class of certificates may also be divided into subclasses entitled to varying amounts of
principal and interest. If a REMIC election has been made, certificates of such subclasses may be
entitled to payments on the basis of a stated principal balance and stated interest rate, and
payments among different subclasses may be made on a sequential, concurrent,
pro
rata
or disproportionate basis, or any combination thereof. The stated interest rate on
any such subclass of certificates may be a fixed rate or one which varies in direct or inverse
relationship to an objective interest index.
Generally, each registered holder of a certificate will be entitled to receive its
pro
rata
share of monthly distributions of all or a portion of principal of the underlying
mortgage loans or of interest on the
B-12
principal balances thereof, which accrues at the applicable
mortgage pass-through rate, or both. The difference between the mortgage interest rate and the
related mortgage pass-through rate (less the amount, if any, of retained yield) with respect to
each mortgage loan will generally be paid to the servicer as a servicing fee. Since certain
adjustable rate mortgage loans included in a mortgage pool may provide for deferred interest (
i.e
.,
negative amortization), the amount of interest actually paid by a mortgagor in any month may be
less than the amount of interest accrued on the outstanding principal balance of the related
mortgage loan during the relevant period at the applicable mortgage interest rate. In such event,
the amount of interest that is treated as deferred interest will generally be added to the
principal balance of the related mortgage loan and will be distributed
pro
rata
to
certificate-holders as principal of such mortgage loan when paid by the mortgagor in subsequent
monthly payments or at maturity.
Multiple Class Mortgage-Backed Securities and Collateralized Mortgage Obligations
.
The Fund may invest
in multiple class securities including collateralized mortgage obligations (CMOs) and REMIC
Certificates. These securities may be issued by U.S. government agencies, instrumentalities or
sponsored enterprises such as Fannie Mae or Freddie Mac or, to the
extent consistent with the Funds
investment policies, by trusts formed by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage bankers, commercial banks, insurance companies,
investment banks and special purpose subsidiaries of the foregoing. In general, CMOs are debt
obligations of a legal entity that are collateralized by, and multiple class Mortgage-Backed
Securities represent direct ownership interests in, a pool of mortgage loans or Mortgage-Backed
Securities the payments on which are used to make payments on the CMOs or multiple class
Mortgage-Backed Securities.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal
and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal
balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise
available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC Certificates and
also guarantees the payment of principal as payments are required to be made on the underlying
mortgage participation certificates (PCs). PCs represent undivided interests in specified level
payment, residential mortgages or participations therein purchased by Freddie Mac and placed in a
PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or deduction but the
receipt of the required payments may be delayed. Freddie Mac also guarantees timely payment of
principal of certain PCs.
CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie Mac are types of
multiple class Mortgage-Backed Securities. The REMIC Certificates represent beneficial ownership
interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or
Ginnie Mae guaranteed Mortgage-Backed Securities (the Mortgage Assets). The obligations of
Fannie Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations
solely of Fannie Mae or Freddie Mac, respectively.
CMOs and REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC
Certificates, often referred to as a tranche, is issued at a specific adjustable or fixed
interest rate and must be fully retired no later than its final distribution date. Principal
prepayments on the mortgage loans or the Mortgage Assets underlying the CMOs or REMIC Certificates
may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or accrues on all classes
of CMOs or REMIC Certificates on a monthly basis.
The principal of and interest on the Mortgage Assets may be allocated among the several
classes of CMOs or REMIC Certificates in various ways. In certain structures (known as sequential
pay CMOs or
B-13
REMIC Certificates), payments of principal, including any principal prepayments, on
the Mortgage Assets generally are applied to the classes of CMOs or REMIC Certificates in the order
of their respective final distribution dates. Thus, no payment of principal will be made on any
class of sequential pay CMOs or REMIC Certificates until all other classes having an earlier final
distribution date have been paid in full.
Additional structures of CMOs and REMIC Certificates include, among others, parallel pay
CMOs and REMIC Certificates. Parallel pay CMOs or REMIC Certificates are those which are structured
to apply principal payments and prepayments of the Mortgage Assets to two or more classes
concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay
structures. These securities include accrual certificates (also known as Z-Bonds), which only
accrue interest at a specified rate until all other certificates having an earlier final
distribution date have been retired and are converted thereafter to an interest-paying security,
and planned amortization class (PAC) certificates, which are parallel pay REMIC Certificates that
generally require that specified amounts of principal be applied on each payment date to one or
more classes or REMIC Certificates (the PAC Certificates), even though all other principal
payments and prepayments of the Mortgage Assets are then required to be applied to one or more
other classes of the PAC Certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each payment date after interest due has been paid to all
classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable
on the next payment date. The PAC Certificate payment schedule is taken into account in
calculating the final distribution date of each class of PAC. In order to create PAC tranches, one
or more tranches generally must be created that absorb most of the volatility in the underlying
Mortgage Assets. These tranches tend to have market prices and yields that are much more volatile
than other PAC classes.
Stripped Mortgage-Backed Securities
.
The Fund may invest in stripped mortgage-backed securities
(SMBS), which are derivative multiclass mortgage securities, issued or guaranteed by the U.S.
government, its agencies or instrumentalities or, to the extent
consistent with the Funds investment
policies, non-governmental originators. Certain SMBS may not be readily marketable and will be
considered illiquid for purposes of the Funds limitation on investments in illiquid securities.
The Investment Adviser may determine that SMBS which are U.S. Government Securities are liquid for
purposes of the Funds limitation on investments in illiquid securities. The market value of the
class consisting entirely of principal payments generally is unusually volatile in response to
changes in interest rates. The yields on a class of SMBS that receives all or most of the interest
from Mortgage Assets are generally higher than prevailing market yields on other Mortgage-Backed
Securities because their cash flow patterns are more volatile and there is a greater risk that the
initial investment will not be fully recouped. The Funds investment in SMBS may require the Fund to
sell certain of its portfolio securities to generate sufficient cash to satisfy certain income
distribution requirements.
Privately Issued Mortgage-Backed Securities
The
Fund may invest in privately issued Mortgage-Backed Securities. Privately issued
Mortgage-Backed Securities are generally backed by pools of conventional (
i.e
., non-government
guaranteed or insured) mortgage loans. The seller or servicer of the underlying mortgage
obligations will generally make representations and warranties to certificate-holders as to certain
characteristics of the mortgage loans and as to the accuracy of certain information furnished to
the trustee in respect of each such mortgage loan. Upon a breach of any representation or warranty
that materially and adversely affects the interests of the related certificate-holders in a
mortgage loan, the seller or servicer generally will be obligated either to cure the
B-14
breach in all
material respects, to repurchase the mortgage loan or, if the related agreement so provides, to
substitute in its place a mortgage loan pursuant to the conditions set forth therein. Such a
repurchase or substitution obligation may constitute the sole remedy available to the related
certificate-holders or the trustee for the material breach of any such representation or warranty
by the seller or servicer.
Ratings
.
The ratings assigned by a rating organization to Mortgage Pass-Throughs
address the likelihood of the receipt of all distributions on the underlying mortgage loans by the
related certificate-holders under the agreements pursuant to which such certificates are issued. A
rating organizations ratings normally take into consideration the credit quality of the related
mortgage pool, including any credit support providers, structural and legal aspects associated with
such certificates, and the extent to which the payment stream on such mortgage pool is adequate to
make payments required by such certificates. A rating organizations ratings on such certificates
do not, however, constitute a statement regarding frequency of prepayments on the related mortgage
loans. In addition, the rating assigned by a rating organization to a certificate may not address
the remote possibility that, in the event of the insolvency of the issuer of certificates where a
subordinated interest was retained, the issuance and sale of the senior certificates may be
recharacterized as a financing and, as a result of such recharacterization, payments on such
certificates may be affected.
Credit Enhancement
.
Mortgage pools credited by non-governmental issuers generally
offer a higher yield than government and government-related pools because of the absence of direct
or indirect government or agency payment guarantees. To lessen the effect of failures by obligors
on underlying assets to make payments. Mortgage Pass-Throughs may contain elements of credit
support. Credit support falls generally into two categories: (i) liquidity protection and (ii)
protection against losses resulting from default by an obligor on the underlying assets. Liquidity
protection refers to the provision of advances, generally by the entity administering the pools of
mortgages, the provision of a reserve fund, or a combination thereof, to ensure, subject to certain
limitations, that scheduled payments on the underlying pool are made in a timely fashion.
Protection against losses resulting from default ensures ultimate payment of the obligations on at
least a portion of the assets in the pool. Such credit support can be provided by, among other
things, payment guarantees, letters of credit, pool insurance, subordination, or any combination
thereof.
Subordination; Shifting of Interest; Reserve Fund
.
In order to achieve ratings on one
or more classes of Mortgage Pass-Throughs, one or more classes of certificates may be subordinate
certificates which provide that the rights of the subordinate certificate-holders to receive any or
a specified portion of distributions with respect to the underlying mortgage loans may be
subordinated to the rights of the senior certificate-holders. If so structured, the subordination
feature may be enhanced by distributing to the senior certificate-holders on certain distribution
dates, as payment of principal, a specified percentage (which generally declines over time) of all
principal payments received during the preceding prepayment period (shifting interest credit
enhancement). This will have the effect of accelerating the amortization of the senior
certificates while increasing the interest in the trust fund evidenced by the subordinate
certificates. Increasing the interest of the subordinate certificates relative to that of the
senior certificates is intended to preserve the availability of the subordination provided by the
subordinate certificates. In addition, because the senior certificate-holders in a shifting
interest credit enhancement structure are entitled to receive a percentage of principal prepayments
which is greater than their proportionate interest in the trust fund, the rate of principal
prepayments on the mortgage loans may have an even greater effect on the rate of principal payments
and the amount of interest payments on, and the yield to maturity of, the senior certificates.
In addition to providing for a preferential right of the senior certificate-holders to receive
current distributions from the mortgage pool, a reserve fund may be established relating to such
certificates (the Reserve Fund). The Reserve Fund may be created with an initial cash deposit by
the originator or servicer and augmented by the retention of distributions otherwise available to
the subordinate certificate-holders or by excess servicing fees until the Reserve Fund reaches a
specified amount.
B-15
The subordination feature, and any Reserve Fund, are intended to enhance the likelihood of
timely receipt by senior certificate-holders of the full amount of scheduled monthly payments of
principal and interest due to them and will protect the senior certificate-holders against certain
losses; however, in certain circumstances the Reserve Fund could be depleted and temporary
shortfalls could result. In the event that the Reserve Fund is depleted before the subordinated
amount is reduced to zero, senior certificate-holders will nevertheless have a preferential right
to receive current distributions from the mortgage pool to the extent of the then outstanding
subordinated amount. Unless otherwise specified, until the subordinated amount is reduced to zero,
on any distribution date any amount otherwise distributable to the subordinate certificates or, to
the extent specified, in the Reserve Fund will generally be used to offset the amount of any losses
realized with respect to the mortgage loans (Realized Losses). Realized Losses remaining after
application of such amounts will generally be applied to reduce the ownership interest of the
subordinate certificates in the mortgage pool. If the subordinated amount has been reduced to
zero, Realized Losses generally will be allocated
pro
rata
among all
certificate-holders in proportion to their respective outstanding interests in the mortgage pool.
Alternative Credit Enhancement
.
As an alternative, or in addition to the credit
enhancement afforded by subordination, credit enhancement for Mortgage Pass-Throughs may be
provided by mortgage insurance, hazard insurance, by the deposit of cash, certificates of deposit,
letters of credit, a limited guaranty or by such other methods as are acceptable to a rating
agency. In certain circumstances, such as where credit enhancement is provided by guarantees or a
letter of credit, the security is subject to credit risk because of its exposure to an external
credit enhancement provider.
Voluntary Advances
.
Generally, in the event of delinquencies in payments on the
mortgage loans underlying the Mortgage Pass-Throughs, the servicer may agree to make advances of
cash for the benefit of certificate-holders, but generally will do so only to the extent that it
determines such voluntary advances will be recoverable from future payments and collections on the
mortgage loans or otherwise.
Optional Termination
.
Generally, the servicer may, at its option with respect to any
certificates, repurchase all of the underlying mortgage loans remaining outstanding at such time if
the aggregate outstanding principal balance of such mortgage loans is less than a specified
percentage (generally 5-10%) of the aggregate outstanding principal balance of the mortgage loans
as of the cut-off date specified with respect to such series.
Asset-Backed Securities
Asset-backed securities represent participations in, or are secured by and payable from,
assets such as motor vehicle installment sales, installment loan contracts, leases of various types
of real and personal property, receivables from revolving credit (credit card) agreements and other
categories of receivables. Such assets are securitized through the use of trusts and special
purpose corporations. Payments or distributions of principal and interest may be guaranteed up to
certain amounts and for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the trust or corporation, or other credit
enhancements may be present.
The Fund may invest in asset-backed securities. Such securities are often subject to more rapid
repayment than their stated maturity date would indicate as a result of the pass-through of
prepayments of principal on the underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly,
the Funds ability to maintain positions in such securities will be affected by reductions in the
principal amount of such securities resulting from prepayments, and its ability to reinvest the
returns of principal at comparable yields is subject to generally prevailing interest rates at that
time. To
B-16
the extent
that the Fund invests in asset-backed securities, the values of the Funds
portfolio securities will vary with changes in market interest rates generally and the
differentials in yields among various kinds of asset-backed securities.
Asset-backed securities present certain additional risks because asset-backed securities
generally do not have the benefit of a security interest in collateral that is comparable to
Mortgage Assets. Credit card receivables are generally unsecured and the debtors on such
receivables are entitled to the protection of a number of state and federal consumer credit laws,
many of which give such debtors the right to set-off certain amounts owed on the credit cards,
thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles
rather than residential real property. Most issuers of automobile receivables permit the loan
servicers to retain possession of the underlying obligations. If the servicer were to sell these
obligations to another party, there is a risk that the purchaser would acquire an interest superior
to that of the holders of the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state laws, the trustee
for the holders of the automobile receivables may not have a proper security interest in the
underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its
payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess
and sell the underlying collateral and that the Funds recoveries on repossessed collateral may not
be available to support payments on these securities.
B-17
Zero Coupon, Deferred Interest, Pay-in-Kind and Capital Appreciation Bonds
The Fund may invest in zero coupon, deferred interest, pay-in-kind (PIK) and capital
appreciation bonds. Zero coupon, deferred interest and capital appreciation bonds are debt
securities issued or sold at a discount from their face value and which do not entitle the holder
to any periodic payment of interest prior to maturity or a specified date. The original issue
discount varies depending on the time remaining until maturity or cash payment date, prevailing
interest rates, the liquidity of the security and the perceived credit quality of the issuer.
These securities also may take the form of debt securities that have been stripped of their
unmatured interest coupons, the coupons themselves or receipts or certificates representing
interests in such stripped debt obligations or coupons. The market prices of zero coupon, deferred
interest, capital appreciation bonds and PIK securities generally are more volatile than the market
prices of interest bearing securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and credit quality.
PIK securities may be debt obligations or preferred shares that provide the issuer with the
option of paying interest or dividends on such obligations in cash or in the form of additional
securities rather than cash. Similar to zero coupon bonds and deferred interest bonds, PIK
securities are designed to give an issuer flexibility in managing cash flow. PIK securities that
are debt securities can be either senior or subordinated debt and generally trade flat (
i.e
.,
without accrued interest). The trading price of PIK debt securities generally reflects the market
value of the underlying debt plus an amount representing accrued interest since the last interest
payment.
Zero coupon, deferred interest, capital appreciation and PIK securities involve the additional
risk that, unlike securities that periodically pay interest to
maturity, the Fund will realize no
cash until a specified future payment date unless a portion of such securities is sold and, if the
issuer of such securities defaults, the Fund may obtain no return at all on its investment. In
addition, even though such securities do not provide for the payment of current interest in cash,
the Fund is nonetheless required to accrue income on such investments for each taxable year and
generally is required to distribute such accrued amounts (net of deductible expenses, if any) to
avoid being subject to tax. Because no cash is generally received at
the time of the accrual, the Fund may be required to liquidate other portfolio securities to obtain sufficient cash to satisfy
federal tax distribution requirements applicable to the Fund. A portion of the discount with
respect to stripped tax exempt securities or their coupons may be taxable. See Taxation.
Variable and Floating Rate Securities
The
interest rates payable on certain securities in which the Fund may invest are not fixed
and may fluctuate based upon changes in market rates. A variable rate obligation has an interest
rate which is adjusted at pre-designated periods in response to changes in the market rate of
interest on which the interest rate is based. Variable and floating rate obligations are less
effective than fixed rate instruments at locking in a particular yield. Nevertheless, such
obligations may fluctuate in value in response to interest rate changes if there is a delay between
changes in market interest rates and the interest reset date for the obligation.
The Fund may invest in
leveraged inverse floating rate debt instruments (inverse floaters), including leveraged
inverse floaters. The interest rate on inverse floaters resets in the opposite direction from the
market rate of interest to which
B-18
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds
the magnitude of the change in the index rate of interest. The higher the degree of leverage
inherent in inverse floaters is associated with greater volatility in their market
values. Accordingly, the duration of an inverse floater may exceed its stated final maturity.
Certain inverse floaters may be deemed to be illiquid securities for purposes of each Funds
limitation on illiquid investments.
Corporate Debt Obligations
The Fund may invest in corporate debt obligations,
including obligations of industrial, utility and financial issuers. Corporate debt obligations
include bonds, notes, debentures and other obligations of corporations to pay interest and repay
principal. Corporate debt obligations are subject to the risk of an issuers inability to meet
principal and interest payments on the obligations and may also be subject to price volatility due
to such factors as market interest rates, market perception of the creditworthiness of the issuer
and general market liquidity.
Fixed income securities rated BBB or Baa are considered medium-grade obligations with
speculative characteristics, and adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay principal. Medium to lower rated and comparable
non-rated securities tend to offer higher yields than higher rated securities with the same
maturities because the historical financial condition of the issuers of such securities may not
have been as strong as that of other issuers. Since medium to lower rated securities generally
involve greater risks of loss of income and principal than higher rated securities, investors
should consider carefully the relative risks associated with investment in securities which carry
medium to lower ratings and in comparable unrated securities. In addition to the risk of default,
there are the related costs of recovery on defaulted issues. The
Funds Investment Adviser will
attempt to reduce these risks through portfolio diversification and by analysis of each issuer and
its ability to make timely payments of income and principal, as well as broad economic trends and
corporate developments. The Investment Adviser continually monitors
the investments in the Funds
portfolio and evaluates whether to dispose of or to retain corporate debt obligations whose credit
ratings or credit quality may have changed.
B-19
Commercial Paper and Other Short-Term Corporate Obligations
The
Fund may invest in commercial paper and other
short-term obligations payable in U.S. dollars and issued or guaranteed by U.S. corporations,
non-U.S. corporations or other entities. Commercial paper represents short-term unsecured
promissory notes issued in bearer form by banks or bank holding companies, corporations and finance
companies.
High Yield Securities
The Fund
may invest in high yield securities rated lower than BBB-/Baa3 by an
NRSRO. These bonds are commonly referred to
as junk bonds and are
considered speculative. The ability of their issuers to make principal and interest payments may
be questionable. In some cases, such bonds may be highly speculative, have poor prospects for
reaching investment grade standing and be in default. As a result, investment in such bonds will
entail greater risks than those associated with investment grade bonds (
i.e
., bonds rated AAA, AA,
A or BBB by Standard and Poors or Aaa, Aa, A or Baa by Moodys). Analysis of the creditworthiness
of issuers of high yield securities may be more complex than for issuers of higher quality debt
securities, and the ability of the Fund to achieve its investment objective may, to the extent of its
investments in high yield securities, be more dependent upon such creditworthiness analysis than
would be the case if the Fund were investing in higher quality securities. See Appendix A for a
description of the corporate bond and preferred stock ratings by Standard & Poors, Moodys, Fitch,
Inc. (Fitch) and Dominion Bond Rating Service Limited (DBRS).
The amount of high yield, fixed-income securities proliferated in the 1980s and early 1990s as
a result of increased merger and acquisition and leveraged buyout activity. Such securities are
also issued by less-established corporations desiring to expand. Risks associated with acquiring
the securities of such issuers generally are greater than is the case with higher rated securities
because such issuers are often less creditworthy companies or are highly leveraged and generally
less able than more established or less leveraged entities to make scheduled payments of principal
and interest. High yield securities are also issued by governmental issuers that may have
difficulty in making all scheduled interest and principal payments.
The market values of high yield, fixed-income securities tends to reflect those individual
corporate or municipal developments to a greater extent than do those of higher rated securities,
which react primarily to fluctuations in the general level of interest rates. Issuers of such high
yield securities are often highly leveraged, and may not be able to make use of more traditional
methods of financing. Their ability to service
B-20
debt obligations may be more adversely affected
than issuers of higher rated securities by economic downturns, specific corporate or governmental
developments or the issuers inability to meet specific projected business forecasts. These
non-investment grade securities also tend to be more sensitive to economic conditions than
higher-rated securities. Negative publicity about the junk bond market and investor perceptions
regarding lower-rated securities, whether or not based on fundamental analysis, may depress the
prices for such securities.
Since investors generally perceive that there are greater risks associated with non-investment
grade securities of the type in which the Fund invests, the yields and prices of such securities may tend to
fluctuate more than those for higher-rated securities. In the lower quality segments of the
fixed-income securities market, changes in perceptions of issuers creditworthiness tend to occur
more frequently and in a more pronounced manner than do changes in higher quality segments of the
fixed-income securities market, resulting in greater yield and price volatility.
Another factor which causes fluctuations in the prices of high yield, fixed-income securities
is the supply and demand for similarly rated securities. In addition, the prices of fixed-income
securities fluctuate in response to the general level of interest rates. Fluctuations in the
prices of portfolio securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in the Funds net asset value.
The risk of loss from default for the holders of high yield, fixed-income securities is
significantly greater than is the case for holders of other debt securities because such high
yield, fixed-income securities are generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by the Fund in already defaulted securities poses
an additional risk of loss should nonpayment of principal and interest continue in respect of such
securities. Even if such securities are held to maturity, recovery by
the Fund of its initial investment and
any anticipated income or appreciation is uncertain. In addition, the Fund may incur additional expenses to the
extent that they are required to seek recovery relating to the default in the payment of principal
or interest on such securities or otherwise protect their interests. The Fund may be required to liquidate other
portfolio securities to satisfy annual distribution obligations of the Funds in respect of accrued
interest income on securities which are subsequently written off,
even though the Fund has not received any cash
payments of such interest.
The secondary market for high yield, fixed-income securities is concentrated in relatively few
markets and is dominated by institutional investors, including mutual funds, insurance companies
and other financial institutions. Accordingly, the secondary market for such securities is not as
liquid as and is more volatile than the secondary market for higher-rated securities. In addition,
the trading volume for high-yield, fixed-income securities is generally lower than that of higher
rated securities and the secondary market for
high yield, fixed-income securities could contract under adverse market or economic conditions
independent of any specific adverse changes in the condition of a particular issuer. These factors
may have an adverse effect on the ability of the Fund to dispose of particular portfolio investments. Prices
realized upon the sale of such lower rated or unrated securities, under these circumstances, may be
less than the prices used in calculating the net asset value of the Fund. A less liquid secondary market also
may make it more difficult for the
B-21
Fund to obtain precise valuations of the high yield securities in their
portfolios.
The adoption of new legislation could adversely affect the secondary market for high yield
securities and the financial condition of issuers of these securities. The form of any future
legislation, and the probability of such legislation being enacted, is uncertain.
Non-investment grade or high-yield, fixed-income securities also present risks based on
payment expectations. High yield, fixed-income securities frequently contain call or buy-back
features which permit the issuer to call or repurchase the security from its holder. If an issuer
exercises such a call option and redeems the security, the Fund may have to replace such security with a
lower-yielding security, resulting in a decreased return for
investors. In addition, if the Fund experiences net
redemptions of their shares, they may be forced to sell their higher-rated securities, resulting in
a decline in the overall credit quality of the portfolios of the Fund and increasing the exposure of the Fund to the risks of high
yield securities.
Credit ratings issued by credit rating agencies are designed to evaluate the safety of
principal and interest payments of rated securities. They do not, however, evaluate the market
value risk of non-investment grade securities and, therefore, may not fully reflect the true risks
of an investment. In addition, credit rating agencies may or may not make timely changes in a
rating to reflect changes in the economy or in the conditions of the issuer that affect the market
value of the security. Consequently, credit ratings are used only as a preliminary indicator of
investment quality. Investments in non-investment grade and comparable unrated obligations will be
more dependent on the Investment Advisers credit analysis than would be the case with investments
in investment-grade debt obligations. The Investment Adviser employs its own credit research and
analysis, which includes a study of an issuers existing debt, capital structure, ability to
service debt and to pay dividends, sensitivity to economic conditions, operating history and
current trend of earnings. The Investment Adviser continually monitors the investments in the
portfolios of the Fund and evaluates whether to dispose of or to retain non-investment grade and comparable
unrated securities whose credit ratings or credit quality may have changed.
Because the market for high yield securities is still relatively new and has not weathered a
major economic recession, it is unknown what effects such a recession might have on such
securities. A widespread economic downturn could result in increased defaults and losses.
B-22
Bank Obligations
The
Fund may invest in obligations issued or guaranteed by U.S. banks. Bank obligations, including without limitation time deposits,
bankers acceptances and certificates of deposit, may be general obligations of the parent bank or
may be obligations only of the issuing branch pursuant to the terms of the specific obligations or
government regulation.
Banks are subject to extensive but different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates which may be charged. Foreign banks
are subject to different regulations and are generally permitted to engage in a wider variety of
activities than U.S. banks. In addition, the profitability of the banking industry is largely
dependent upon the availability and cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic conditions as well as exposure to credit
losses arising from possible financial difficulties of borrowers play an important part in the
operations of this industry.
Municipal Securities
The
Fund may
invest in Municipal Securities, the interest on which is exempt from regular federal income tax
(
i.e
., excluded from gross income for federal income tax purposes but not necessarily exempt from
the federal alternative minimum tax or from the income taxes of any state or local government). In addition, Municipal Securities include
participation interests in such securities the interest on which is, in the opinion of bond counsel
or counsel selected by the Investment Adviser, excluded from gross income for federal income tax
purposes. The Fund may revise its definition of Municipal Securities in the future to include other types of
securities that currently exist, the interest on which is or will be, in the opinion of such
counsel, excluded from gross income for federal income tax purposes, provided that investing in
such securities is consistent with the Funds investment
objective and policies. The Fund may also invest in
taxable Municipal Securities.
The yields and market values of municipal securities are determined primarily by the general
level of interest rates, the creditworthiness of the issuers of municipal securities and economic
and political conditions affecting such issuers. The yields and market prices of municipal
securities may be adversely affected by changes in tax rates and policies, which may have less
effect on the market for taxable fixed-income
B-23
securities. Moreover, certain types of municipal
securities, such as housing revenue bonds, involve prepayment risks which could affect the yield on
such securities. The credit rating assigned to municipal securities may reflect the existence of
guarantees, letters of credit or other credit enhancement features available to the issuers or
holders of such municipal securities.
Dividends paid by the Fund that are derived from interest
paid on both tax exempt and taxable Municipal Securities will be
taxable to the Funds
shareholders.
Municipal Securities are often issued to obtain funds for various public purposes including
refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining
funds to lend to other public institutions and facilities. Municipal Securities also include
certain private activity bonds or industrial development bonds, which are issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct or equip facilities
within a municipality for privately or publicly owned corporations.
Investments in municipal securities are subject to the risk that the issuer could default on
its obligations. Such a default could result from the inadequacy of the sources or revenues from
which interest and principal payments are to be made or the assets collateralizing such
obligations. Revenue bonds, including private activity bonds, are backed only by specific assets
or revenue sources and not by the full faith and credit of the governmental issuer.
The two principal classifications of Municipal Securities are general obligations and
revenue obligations. General obligations are secured by the issuers pledge of its full faith
and credit for the payment of principal and interest, although the characteristics and enforcement
of general obligations may vary according to the law applicable to the particular issuer. Revenue
obligations, which include, but are not limited to, private activity bonds, resource recovery
bonds, certificates of participation and certain municipal notes, are not backed by the credit and
taxing authority of the issuer, and are payable solely from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source. Nevertheless, the obligations of the issuer of a revenue obligation may
be backed by a letter of credit, guarantee or insurance. General obligations and revenue obligations
may be issued in a variety of forms, including commercial paper, fixed, variable and floating rate
securities, tender option bonds, auction rate bonds, zero coupon bonds, deferred interest bonds and
capital appreciation bonds.
In addition to general obligations and revenue obligations, there is a variety of hybrid and
special types of Municipal Securities. There are also numerous differences in the security of
Municipal Securities both within and between these two principal classifications.
For
the purpose of applying the Funds investment restrictions, the identification of the issuer
of a Municipal Security which is not a general obligation is made by the Investment Adviser based
on the characteristics of the Municipal Security, the most important of which is the source of
funds for the payment of principal and interest on such securities.
An entire issue of Municipal Securities may be purchased by one or a small number of
institutional investors, including the Fund. Thus, the issue may not be said to be
publicly offered. Unlike some securities that are not publicly offered, a secondary market exists
for many Municipal Securities that were not publicly offered initially and such securities may be
readily marketable.
The credit rating assigned to Municipal Securities may reflect the existence of guarantees,
letters of credit or other credit enhancement features available to the issuers or holders of such
Municipal Securities.
B-24
The obligations of the issuer to pay the principal of and interest on a Municipal Security are
subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, that may be enacted
by Congress or state legislatures extending the time for payment of principal or interest or
imposing other constraints upon the enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of the issuer to pay when
due principal of or interest on a Municipal Security may be materially affected.
The recognition of
certain accrued market discount income (if the Fund acquires Municipal Securities or other
obligations at a market discount), income from investments other than Municipal Securities and any
capital gains generated from the disposition of investments, will result in taxable income. In
addition to federal income tax, shareholders may be subject to state, local or foreign taxes on
distributions of such income received from the Fund.
Municipal Leases, Certificates of Participation and Other Participation Interests
.
The Fund may
invest in municipal leases, certificates of participation and other participation interests. A
municipal lease is an obligation in the form of a lease or installment purchase which is issued by
a state or local government to acquire equipment and facilities. Income from such obligations is
generally exempt from state and local taxes in the state of issuance. Municipal leases frequently
involve special risks not normally associated with general obligations or revenue bonds. Leases
and installment purchase or conditional sale contracts (which normally provide for title to the
leased asset to pass eventually to the governmental issuer) have evolved as a means for
governmental issuers to acquire property and equipment without meeting the constitutional and
statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be
inapplicable because of the inclusion in many leases or contracts of non-appropriation clauses
that relieve the governmental issuer of any obligation to make future payments under the lease or
contract unless money is appropriated for such purpose by the appropriate legislative body on a
yearly or other periodic basis. In addition, such leases or contracts may be subject to the
temporary abatement of payments in the event the issuer is prevented from maintaining occupancy of
the leased premises or utilizing the leased equipment. Although the obligations may be secured by
the leased equipment or facilities, the disposition of the property in the event of
non-appropriation or foreclosure might prove difficult, time consuming and costly, and result in a
delay in recovering or the failure to fully recover the Funds original investment. To the extent
that the Fund invests in unrated municipal leases or participates in such leases, the credit quality
rating and risk of cancellation of such unrated leases will be monitored on an ongoing basis.
B-25
Certificates of participation represent undivided interests in municipal leases, installment
purchase agreements or other instruments. The certificates are typically issued by a trust or
other entity which has received an assignment of the payments to be made by the state or political
subdivision under such leases or installment purchase agreements.
Certain municipal lease obligations and certificates of participation may be deemed to be
illiquid for the purpose of the Funds limitation on investments in illiquid securities. Other
municipal lease obligations and certificates of participation
acquired by the Fund may be determined
by the Investment Adviser, pursuant to guidelines adopted by the Trustees of the Trust, to be
liquid securities for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and certificates of participation, the Investment Adviser will consider a variety
of factors, including: (i) the willingness of dealers to bid for the security; (ii) the number of
dealers willing to purchase or sell the obligation and the number of other potential buyers; (iii)
the frequency of trades or quotes for the obligation; and (iv) the nature of the marketplace
trades. In addition, the Investment Adviser will consider factors unique to particular lease
obligations and certificates of participation affecting the marketability thereof. These include
the general creditworthiness of the issuer, the importance to the issuer of the property covered by
the lease and the likelihood that the marketability of the obligation will be maintained throughout
the time the obligation is held by the Fund.
The Fund may
purchase participations in Municipal Securities held by a commercial bank or other financial
institution. Such participations provide the Fund with the right to a pro rata undivided interest in
the underlying Municipal Securities. In addition, such participations
generally provide the Fund
with the right to demand payment, on
not more than seven days notice, of all or any part of the Funds participation interest in the
underlying Municipal Securities, plus accrued interest.
Municipal Notes
.
Municipal Securities in the form of notes generally are used to
provide for short-term capital needs, in anticipation of an issuers receipt of other revenues or
financing, and typically have maturities of up to three years. Such instruments may include tax
anticipation notes, revenue anticipation notes, bond anticipation notes, tax and revenue
anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the
working capital needs of governments. Generally, they are issued in anticipation of various tax
revenues, such as income, sales, property, use and business taxes, and are payable from these
specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other
kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond
anticipation notes are issued to provide interim financing until long-term bond financing can be
arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the
notes. Tax and revenue anticipation notes combine the funding sources of both tax anticipation
notes and revenue anticipation notes. Construction loan notes are sold to provide construction
financing. These notes are secured by mortgage notes insured by the FHA; however, the proceeds
from the insurance may be less than the economic equivalent of the payment of principal and
interest on the mortgage note if there has been a default. The obligations of an issuer of
municipal notes are generally secured by the anticipated revenues from taxes, grants or bond
financing. An investment in such instruments, however, presents a risk that the anticipated
revenues will not be received or that such revenues will be insufficient to satisfy the issuers
payment obligations under the notes or that refinancing will be otherwise unavailable.
Tax Exempt Commercial Paper
.
Issues of commercial paper typically represent
short-term, unsecured, negotiable promissory notes. These obligations are issued by state and
local governments and their agencies to finance working capital needs of municipalities or to
provide interim construction financing and are paid from general revenues of municipalities or are
refinanced with long-term debt. In most cases,
B-26
tax exempt commercial paper is backed by letters of
credit, lending agreements, note repurchase agreements or other credit facility agreements offered
by banks or other institutions.
Pre-Refunded Municipal Securities
.
The principal of and interest on pre-refunded
Municipal Securities are no longer paid from the original revenue source for the securities.
Instead, the source of such payments is typically an escrow fund consisting of U.S. Government
Securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued
by the same issuer as the pre-refunded Municipal Securities. Issuers of Municipal Securities use
this advance refunding technique to obtain more favorable terms with respect to securities that are
not yet subject to call or redemption by the issuer. For example, advance refunding enables an
issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or
eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded
Municipal Securities. However, except for a change in the revenue source from which principal and
interest payments are made, the pre-refunded Municipal Securities remain outstanding on their
original terms until they mature or are redeemed by the issuer. Pre-refunded Municipal Securities
are often purchased at a price which represents a premium over their face value.
Private
Activity Bonds
.
The Fund may invest in certain types of Municipal Securities, generally
referred to as industrial development bonds (and referred to under current tax law as private
activity bonds), which are issued by or on behalf of public authorities to obtain funds to provide
privately operated housing facilities,
airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste
treatment or disposal facilities and certain local facilities for water supply, gas or electricity.
Other types of industrial development bonds, the proceeds of which are used for the construction,
equipment, repair or improvement of privately operated industrial or commercial facilities, may
constitute Municipal Securities, although the current federal tax laws place substantial
limitations on the size of such issues. The Funds distributions of any tax exempt interest it receives from any source will
be taxable for regular federal income tax purposes.
Tender Option Bonds
.
A tender option bond is a Municipal Security (generally held
pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a
fixed rate substantially higher than prevailing short-term, tax exempt rates. The bond is
typically issued with the agreement of a third party, such as a bank, broker-dealer or other
financial institution, which grants the security holders the option, at periodic intervals, to
tender their securities to the institution and receive the face value thereof. As consideration for
providing the option, the financial institution receives periodic fees equal to the difference
between the bonds fixed coupon rate and the rate, as determined by a remarketing or similar agent
at or near the commencement of such period, that would cause the securities, coupled with the
tender option, to trade at par on the date of such determination. Thus, after payment of this fee,
the security holder effectively holds a demand obligation that bears interest at the prevailing
short-term, tax exempt rate. However, an institution will not be obligated to accept tendered bonds
in the event of certain defaults or a significant downgrade in the credit rating assigned to the
issuer of the bond. The liquidity of a tender option bond is a function of the credit quality of
both the bond issuer and the financial institution providing liquidity. Tender option bonds are
deemed to be liquid unless, in the opinion of the Investment Adviser, the credit quality of the
bond issuer and the financial institution is deemed, in light of the Funds credit quality
requirements, to be inadequate and the bond would not otherwise be readily marketable.
B-27
Auction
Rate Securities
.
The Fund may invest in auction rate securities. Auction rate securities
include auction rate Municipal Securities and auction rate preferred securities issued by
closed-end investment companies that invest primarily in Municipal Securities (collectively,
auction rate securities). Provided that the auction mechanism is successful, auction rate
securities usually permit the holder to sell the securities in an auction at par value at specified
intervals. The dividend is reset by Dutch auction in which bids are made by broker-dealers and
other institutions for a certain amount of securities at a specified minimum yield. The dividend
rate set by the auction is the lowest interest or dividend rate that covers all securities offered
for sale. While this process is designed to permit auction rate securities to be traded at par
value, there is some risk that an auction will fail due to insufficient demand for the securities.
The Fund will take the time remaining until the next scheduled auction date into account for purpose
of determining the securities duration.
Dividends on auction rate preferred securities issued by a closed-end fund may be designated
as exempt from federal income tax to the extent they are attributable to exempt income earned by
the fund on the securities in its portfolio and distributed to holders of the preferred securities,
provided that the preferred securities are treated as equity securities for federal income tax
purposes and the closed-end fund complies with certain tests under the Internal Revenue Code of
1986, as amended (the Code).
The Funds investments in auction rate securities of closed-end funds are subject to the
limitations prescribed by the Act and certain state securities regulations. The Fund will
indirectly bear its proportionate share of any management and other fees paid by such closed-end
funds in addition to the advisory fees payable directly by the Fund.
Insurance
.
The Fund may invest in insured tax exempt Municipal Securities. Insured Municipal
Securities are securities for which scheduled payments of interest and principal are guaranteed by
a private (non-governmental) insurance company. The insurance only
entitles the Fund to receive the
face or par value of the securities held by the Fund. The insurance does not guarantee the market
value of the Municipal Securities or the value of the shares of the Fund.
The
Fund may
utilize new issue or secondary market insurance. A new issue insurance policy is purchased by a
bond issuer who wishes to increase the credit rating of a security. By paying a premium and meeting
the insurers underwriting standards, the bond issuer is able to obtain a high credit rating
(usually, Aaa from Moodys or AAA from Standard & Poors) for the issued security. Such insurance
is likely to increase the purchase price and resale value of the security. New issue insurance
policies generally are non-cancelable and continue in force as long as the bonds are outstanding.
B-28
A
secondary market insurance policy is purchased by an investor (such
as the Fund) subsequent to
a bonds original issuance and generally insures a particular bond for the remainder of its term.
The Fund may purchase bonds which have already been insured under a secondary market insurance
policy by a prior investor, or the Fund may directly purchase such a policy from insurers for
bonds which are currently uninsured.
An
insured Municipal Security acquired by the Fund will typically be covered by only one of the
above types of policies. All of the insurance policies used by the Fund will be obtained only from
insurance companies rated, at the time of purchase, A by Moodys or Standard & Poors, or if
unrated, determined by the Investment Adviser to be of comparable quality.
Call Risk and Reinvestment Risk
.
Municipal Securities may include call provisions
which permit the issuers of such securities, at any time or after a specified period, to redeem the
securities prior to their stated maturity. In the event that
Municipal Securities held in the Funds
portfolio are called prior to the maturity, the Fund will be required to reinvest the proceeds on
such securities at an earlier date and may be able to do so only at lower yields, thereby reducing
the Funds return on its portfolio securities.
B-29
Foreign Investments
The
Fund may invest in securities of foreign issuers. Investment in foreign securities may offer potential benefits
that are not available from investing exclusively in U.S. dollar-denominated domestic issues.
Foreign countries may have economic policies or business cycles different from those of the U.S.
and markets for foreign fixed-income securities do not necessarily move in a manner parallel to
U.S. markets. Investing in the securities of foreign issuers also involves, however, certain
special considerations, including those set forth below, which are not typically associated with
investing in U.S. issuers. Investments in the securities of foreign issuers often involve
currencies of foreign countries and the Fund may be affected favorably or
unfavorably by changes in currency rates and in exchange control regulations and may incur costs in
connection with
B-30
conversions
between various currencies. To the extent that the Fund is fully
invested in foreign securities while also maintaining currency positions, it may be exposed to
greater combined risk. The Fund also may be subject to currency exposure independent of its
securities positions.
Currency exchange rates may fluctuate significantly over short periods of time. They
generally are determined by the forces of supply and demand in the foreign exchange markets and the
relative merits of investments in different countries, actual or anticipated changes in interest
rates and other complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by intervention by U.S. or foreign governments or central
banks or the failure to intervene or by currency controls or political developments in the United
States or abroad. To the extent that a substantial portion of the Funds total assets, adjusted to reflect the Funds net position after giving effect to currency
transactions, is denominated or quoted in the currencies of foreign countries, the Fund will be
more susceptible to the risk of adverse economic and political developments within those countries.
The Funds net currency positions may expose it to risks independent of its securities positions.
In addition, if the payment declines in value against the U.S. dollar before such income is
distributed as dividends to shareholders or converted to U.S. dollars, the Fund may have to sell
portfolio securities to obtain sufficient cash to pay such dividends.
Since foreign issuers generally are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable to U.S. companies,
there may be less publicly available information about a foreign company than about a comparable
U.S. company. Volume and liquidity in most foreign bond markets are less than in the United States
markets and securities of many foreign companies are less liquid and more volatile than securities
of comparable U.S. companies. Fixed commissions on foreign securities exchanges are generally
higher than negotiated commissions on U.S. exchanges, although the Fund endeavors to achieve the
most favorable net results on its portfolio transactions. There is generally less government
supervision and regulation of securities markets and exchanges, brokers, dealers and listed and
unlisted companies than in the United States and the legal remedies for investors may be more
limited than the remedies available in the United States. For example, there may be no comparable
provisions under certain foreign laws to insider trading and similar investor protection securities
laws that apply with respect to securities transactions consummated in the United States. Mail
service between the United States and foreign countries may be slower or less reliable than within
the United States, thus increasing the risk of delayed settlement of portfolio transactions or loss
of certificates for portfolio securities.
Foreign markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. Such delays in
settlement could result in temporary periods when a portion of the
assets of the Fund is uninvested and no return is earned on such
assets. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Inability to dispose of portfolio securities due to
settlement problems could result either in losses to the Fund due to subsequent declines in value of
the portfolio securities, or, if the Fund has entered into a contract to sell the securities, could result in possible liability to
the purchaser. In addition, with respect to certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the movement of funds and other assets
between different countries, political or social instability, or diplomatic developments which
could adversely affect
B-31
the
Funds investments in those
countries. Moreover, individual foreign economies may differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross national product, rate of inflation, capital
reinvestment, resources self-sufficiency and balance of payments position.
Investing in Emerging Countries
Market
Characteristics
.
Investment in debt securities of emerging country issuers involve special
risks. The development of a market for such securities is a relatively recent phenomenon and debt
securities of most emerging country issuers are less liquid and are generally subject to greater
price volatility than securities of issuers in the United States and other developed countries. In
certain countries, there may be fewer publicly traded securities, and the market may be dominated
by a few issuers or sectors. The markets for securities of emerging countries may have
substantially less volume than the market for similar securities in the United States and may not
be able to absorb, without price disruptions, a significant increase in trading volume or trade
size. Additionally, market making and arbitrage activities are generally less extensive in such
markets, which may contribute to increased volatility and reduced liquidity of such markets. The
less liquid the market, the more difficult it may be for the Fund to price accurately its portfolio
securities or to dispose of such securities at the times determined to be appropriate. The risks
associated with reduced liquidity may be particularly acute to the
extent that the Fund needs cash to
meet redemption requests, to pay dividends and other distributions or to pay its expenses.
The Funds purchase and sale of portfolio securities in certain emerging countries may be
constrained by limitations as to daily changes in the prices of listed securities, periodic trading
or settlement volume and/or limitations on aggregate holdings of foreign investors. Such
limitations may be computed based on the aggregate trading volume by
or holdings of the Fund, the
Investment Adviser, its affiliates and their respective clients and
other service providers. The
Fund may not be able to sell securities in circumstances where price, trading or settlement volume
limitations have been reached.
Securities markets of emerging countries may also have less efficient clearance and settlement
procedures than U.S. markets, making it difficult to conduct and complete transactions. Delays in
the settlement could result in temporary periods when a portion of the Funds assets is uninvested
and no return is earned thereon. Inability to make intended security purchases could cause the
Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities
could result either in losses to the Fund due to subsequent declines in value of the portfolio
security or, if the Fund has entered into a contract to sell the security, could result in possible
liability of the Fund to the purchaser.
Transaction costs, including brokerage commissions and dealer mark-ups, in emerging countries
may be higher than in the U.S. and other developed securities markets. As legal systems in
emerging countries develop, foreign investors may be adversely affected by new or amended laws and
regulations. In circumstances where adequate laws exist, it may not be possible to obtain swift
and equitable enforcement of the law.
With respect to investments in certain emerging countries, antiquated legal systems may have
an adverse impact on the Fund. For example, while the potential liability of a shareholder of a
U.S. corporation with respect to acts of the corporation is generally limited to the amount of the
shareholders investment, the notion of limited liability is less clear in certain emerging market
countries. Similarly, the rights of investors in emerging market companies may be more limited
than those of investors of U.S. corporations.
B-32
Economic, Political and Social Factors
.
Emerging countries may be subject to a
greater degree of economic, political and social instability than the United States, Japan and most
Western European countries, and unanticipated political and social developments may affect the
value of the Funds investments in emerging countries and the availability to the Fund of additional
investments in such countries. Moreover, political and economic structures in many emerging
countries may be undergoing significant evolution and rapid development. Instability may result
from, among other things: (i) authoritarian governments or military involvement in political and
economic decision-making, including changes or attempted changes in government through
extra-constitutional means; (ii) popular unrest associated with demands for improved economic,
political and social conditions; (iii) internal insurgencies; (iv) hostile relations with
neighboring countries; (v) ethnic, religious and racial disaffection and conflict; and (vi) the
absence of developed legal structures governing foreign private property. Many emerging countries
have experienced in the past, and continue to experience, high rates of inflation. In certain
countries, inflation has at times accelerated rapidly to hyperinflationary levels, creating a
negative interest rate environment and sharply eroding the value of outstanding financial assets in
those countries. The economies of many emerging countries are heavily dependent upon international
trade and are accordingly affected by protective trade barriers and the economic conditions of
their trading partners. In addition, the economies of some emerging countries may differ
unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of
inflation, capital reinvestment, resources, self-sufficiency and balance of payments position.
Restrictions on Investment and Repatriation
.
Certain emerging countries require
governmental approval prior to investments by foreign persons or limit investments by foreign
persons to only a specified percentage of an issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including price) than securities of the issuer
available for purchase by nationals. Repatriation of investment income and capital from certain
emerging countries is subject to certain governmental consents. Even where there is no outright
restriction on repatriation of capital, the mechanics of repatriation
may affect the operation of the Fund.
Sovereign Debt Obligations
.
Investment in sovereign debt can involve a high degree of
risk. The governmental entity that controls the repayment of sovereign debt may not be able or
willing to repay the principal and/or interest when due in accordance with the terms of such debt.
A governmental entitys willingness or ability to repay principal and interest due in a timely
manner may be affected by, among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the governmental entitys
policy towards the International Monetary Fund and the political constraints to which a
governmental entity may be subject. Governmental entities may also be dependent on expected
disbursements from foreign governments, multilateral agencies and others abroad to reduce principal
and interest on their debt. The commitment on the part of these governments, agencies and others
to make such disbursements may be conditioned on a governmental entitys implementation of economic
reforms and/or economic performance and the timely service of such debtors obligations. Failure
to implement such reforms, achieve such levels of economic performance or repay principal or
interest when due may result in the cancellation of such third parties commitments to lend funds
to the governmental entity, which may further impair such debtors ability or willingness to
services its debts in a timely manner. Consequently, governmental entities may default on their
sovereign debt. Holders of sovereign debt (including the Fund) may be requested to participate in
the rescheduling of such debt and to extend further loans to governmental agencies.
Emerging country governmental issuers are among the largest debtors to commercial banks,
foreign governments, international financial organizations and other financial institutions.
Certain emerging country
governmental issuers have not been able to make payments of interest on or principal of debt
obligations as
B-33
those payments have come due. Obligations arising from past restructuring
agreements may affect the economic performance and political and social stability of those issuers.
The ability of emerging country governmental issuers to make timely payments on their
obligations is likely to be influenced strongly by the issuers balance of payments, including
export performance, and its access to international credits and investments. An emerging country
whose exports are concentrated in a few commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. Increased protectionism on the part of
an emerging countrys trading partners could also adversely affect the countrys exports and
tarnish its trade account surplus, if any. To the extent that emerging countries receive payment
for their exports in currencies other than dollars or non-emerging country currencies, the emerging
country issuers ability to make debt payments denominated in dollars or non-emerging market
currencies could be affected.
To the extent that an emerging country cannot generate a trade surplus, it must depend on
continuing loans from foreign governments, multilateral organizations or private commercial banks,
aid payments from foreign governments and on inflows of foreign investment. The access of emerging
countries to these forms of external funding may not be certain, and a withdrawal of external
funding could adversely affect the capacity of emerging country governmental issuers to make
payments on their obligations. In addition, the cost of servicing emerging country debt
obligations can be affected by a change in international interest rates since the majority of these
obligations carry interest rates that are adjusted periodically based upon international rates.
Another factor bearing on the ability of emerging countries to repay debt obligations is the
level of international reserves of a country. Fluctuations in the level of these reserves affect
the amount of foreign exchange readily available for external debt payments and thus could have a
bearing on the capacity of emerging countries to make payments on these debt obligations.
As a result of the foregoing or other factors, a governmental obligor, especially in an
emerging country, may default on its obligations. If such an event
occurs, the Fund may have limited
legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in
the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt
securities to obtain recourse may be subject to the political climate in the relevant country. In
addition, no assurance can be given that the holders of commercial bank debt will not contest
payments to the holders of other foreign sovereign debt obligations in the event of default under
the commercial bank loan agreements.
Brady Bonds
.
Certain foreign debt obligations commonly referred to as Brady Bonds
are created through the exchange of existing commercial bank loans to foreign borrowers for new
obligations in connection with debt restructurings under a plan introduced by former U.S. Secretary
of the Treasury, Nicholas F. Brady (the Brady Plan).
Brady Bonds may be collateralized or uncollateralized and issued in various currencies
(although most are dollar-denominated) and they are actively traded in the over-the-counter
secondary market. Certain Brady Bonds are collateralized in full as to principal due at maturity
by zero coupon obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities having the same maturity (Collateralized Brady Bonds). Brady Bonds are not,
however, considered to be U.S. Government Securities.
Dollar-denominated, Collateralized Brady Bonds may be fixed rate bonds or floating rate bonds.
Interest payments on Brady Bonds are often collateralized by cash or securities in an amount that,
in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in
the case of floating rate bonds, initially is equal to at least one years rolling interest
payments based on the applicable interest rate at
B-34
that time and is adjusted at regular intervals
thereafter. Certain Brady Bonds are entitled to value recovery payments in certain
circumstances, which in effect constitute supplemental interest payments but generally are not
collateralized. Brady Bonds are often viewed as having three or four valuation components: (i)
collateralized repayment of principal at final maturity; (ii) collateralized interest payments;
(iii) uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at
maturity (these uncollateralized amounts constitute the residual risk). In the event of a
default with respect to Collateralized Brady Bonds as a result of which the payment obligations of
the issuer are accelerated, the U.S. Treasury zero coupon obligations held as collateral for the
payment of principal will not be distributed to investors, nor will such obligations be sold and
the proceeds distributed. The collateral will be held by the collateral agent to the scheduled
maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the
face amount of the collateral will equal the principal payments which would have been due on the
Brady Bonds in the normal course. In addition, in light of the residual risk of Brady Bonds and,
among other factors, the history of defaults with respect to commercial bank loans by public and
private entities of countries issuing Brady Bonds, investments in Brady Bonds should be viewed as
speculative.
Restructured Investments
.
Included among the issuers of emerging country debt
securities are entities organized and operated solely for the purpose of restructuring the
investment characteristics of various securities. These entities are often organized by investment
banking firms which receive fees in connection with establishing each entity and arranging for the
placement of its securities. This type of restructuring involves the deposit with or purchase by
an entity, such as a corporation or trust, or specified instruments, such as Brady Bonds, and the
issuance by the entity of one or more classes of securities (Restructured Investments) backed by,
or representing interests in, the underlying instruments. The cash flow on the underlying
instruments may be apportioned among the newly issued Restructured Investments to create securities
with different investment characteristics such as varying maturities, payment priorities or
investment rate provisions. Because Restructured Investments of the type in which the Fund may
invest typically involve no credit enhancement, their credit risk will generally be equivalent to
that of the underlying instruments.
The
Fund is permitted to invest in a class of Restructured Investments that is either subordinated or
unsubordinated to the right of payment of another class. Subordinated Restructured Investments
typically have higher yields and present greater risks than unsubordinated Restructured
Investments. Although the Funds purchases of subordinated Restructured Investments would have a
similar economic effect to that of borrowing against the underlying securities, such purchases will
not be deemed to be borrowing for purposes of the limitations placed
on the extent of the Funds
assets that may be used for borrowing.
Certain issuers of Restructured Investments may be deemed to be investment companies as
defined in the Act. As a result, the Funds investments in these Restructured Investments may be limited by
the restrictions contained in the Act. Restructured Investments are typically sold in private
placement transactions, and there currently is no active trading market for most Restructured
Investments.
Forward
Foreign Currency Exchange Contracts
.
The Fund may
enter into forward foreign currency exchange contracts for hedging purposes and to seek to increase
total return. A forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days from the date of
the contract agreed upon by the parties, at a price set at the time of the contract. These
contracts are traded in the interbank market and are conducted
B-35
directly between currency traders
(usually large commercial banks) and their customers. A forward contract generally has no deposit
requirement, and no commissions are generally charged at any stage for trades.
At
the maturity of a forward contract, the Fund
may either accept or make delivery of the currency specified in the contract or, at or prior to
maturity, enter into a closing purchase transaction involving the purchase or sale of an offsetting
contract. Closing purchase transactions with respect to forward contracts are usually effected
with the currency trader who is a party to the original forward contract.
The
Fund may enter into forward foreign currency
exchange contracts for hedging purposes in several circumstances.
First, when the Fund enters into a
contract for the purchase or sale of a security quoted or denominated in a foreign currency, or
when the Fund anticipates the receipt in a foreign currency of a dividend or interest payment on such
a security which it holds, the Fund may desire to lock in the U.S. dollar price of the security or
the U.S. dollar equivalent of such dividend or interest payment, as the case may be. By entering
into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount
of foreign currency involved in the underlying transactions, the Fund may attempt to protect itself
against an adverse change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date on which the security is purchased or sold, or on which
the dividend or interest payment is declared, and the date on which such payments are made or
received.
Additionally, when the Investment Adviser believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, it may enter into a forward
contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency approximating
the value of some or all of the Funds portfolio securities quoted or denominated in such foreign
currency. The precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible because the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of those securities
between the date on which the contract is entered into and the date it matures. Using forward
contracts to protect the value of the Funds portfolio securities against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange which the Fund can achieve at some future point in time. The precise
projection of short-term currency market movements is not possible, and short-term hedging provides
a means of fixing the U.S. dollar value of only a portion of the Funds foreign assets.
In
addition, the Fund may enter into foreign currency
transactions to seek a closer correlation between the Funds overall currency exposures and the
currency exposures of the Funds performance benchmark.
Unless otherwise covered, cash or liquid assets will be segregated in an amount equal to the
value of the Funds assets committed to the consummation of forward foreign currency exchange
contracts requiring the Fund to purchase foreign currencies and forward contracts entered into to
seek to increase total return. The segregated assets will be marked-to-market. If the value of
the segregated assets declines, additional liquid assets will be segregated so that the value will
equal the amount of the Funds commitments with respect to such
contracts.
B-36
While
the Fund may enter into forward contracts to seek to reduce currency
exchange rate risks, transactions in such contracts involve certain other risks. Thus, while the
Fund may benefit from such transactions, unanticipated changes in currency prices may result in a
poorer overall performance for the Fund than if it had not engaged in any such transactions.
Moreover, there may be imperfect correlation between the Funds portfolio holdings of securities
quoted or denominated in a particular currency and forward contracts
entered into by the Fund. Such
imperfect correlation may cause the Fund to sustain losses which will prevent the Fund from
achieving a complete hedge or expose the Fund to risk of foreign exchange loss.
Markets for trading forward foreign currency contracts offer less protection against defaults
than is available when trading in currency instruments on an exchange. Forward contracts are
subject to the risk that the counterparty to such contract will default on its obligations. Since a
forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a
default on the contract would deprive the Fund of unrealized profits, transaction costs or the
benefits of a currency hedge or force the Fund to cover its purchase or sale commitments, if any,
at the current market price. In addition, the institutions that deal in forward currency contracts
are not required to continue to make markets in the currencies they trade and these markets can
experience periods of illiquidity. The Fund will not enter into forward foreign currency exchange
contracts, unless the credit quality of the unsecured senior debt or the claims-paying ability of
the counterparty is considered to be investment grade by the Investment Adviser. To the extent
that a substantial portion of the Funds total assets, adjusted to reflect the Funds net position
after giving effect to currency transactions, is denominated or quoted in the currencies of foreign
countries, the Fund will be more susceptible to the risk of adverse economic and political
developments within those countries.
Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps, Total Return Swaps, Options on
Swaps and Interest Rate Caps, Floors and Collars
The
Fund may enter into interest rate, credit and total return swaps. The Fund may also
enter into interest rate caps, floors and collars. In addition, the
Fund may enter into mortgage swaps and currency swaps. The Fund may also purchase and
write (sell) options contracts on swaps, commonly referred to as swaptions.
The Fund may enter into swap transactions for hedging purposes or to seek to increase total
return. As examples, the Fund may enter into swap transactions for the purpose of attempting to
obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread
through purchases and/or sales of
instruments in other markets, to protect against currency fluctuations, as a duration management
technique, to protect against any increase in the price of securities
the Fund anticipates purchasing
at a later date, or to gain exposure to certain markets in an economical way.
Swap agreements are two party contracts entered into primarily by institutional investors. In
a standard swap transaction, two parties agree to exchange the returns (or differentials in rates
of return) earned or realized on particular predetermined investments or instruments, which may be
adjusted for an interest factor. The gross returns to be exchanged or swapped between the
parties are generally calculated with respect to a notional amount, i.e., the return on or
increase in value of a particular dollar amount invested at a particular interest rate, in a
particular foreign currency or security, or in a basket of securities representing a particular
index. As examples, interest rate swaps involve the exchange by the Fund with another party of their
respective commitments to pay or receive interest, such as an exchange of fixed-rate
B-37
payments for
floating rate payments. Mortgage swaps are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal amount, however, is tied to a
reference pool or pools of mortgages. Credit swaps involve the receipt of floating or fixed rate
payments in exchange for assuming potential credit losses of an underlying security. Credit swaps
give one party to a transaction the right to dispose of or acquire an asset (or group of assets),
or the right to receive from or make a payment to the other party, upon the occurrence of specified
credit events. Currency swaps involve the exchange of the parties respective rights to make or
receive payments in specified currencies. Total return swaps are contracts that obligate a party
to pay or receive interest in exchange for payment by the other party of the total return generated
by a security, a basket of securities, an index, or an index component.
A swaption is an option to enter into a swap agreement. Like other types of options, the
buyer of a swaption pays a non-refundable premium for the option and obtains the right, but not the
obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in
exchange for the premium, becomes obligated (if the option is exercised) to enter into an
underlying swap on agreed-upon terms. The purchase of an interest rate cap entitles the purchaser,
to the extent that a specified index exceeds a predetermined interest rate, to receive payment of
interest on a notional principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent that a specified index
falls below a predetermined interest rate, to receive payments of interest on a notional principal
amount from the party selling the interest rate floor. An interest rate collar is the combination
of a cap and a floor that preserves a certain return within a predetermined range of interest
rates.
A great deal of flexibility is possible in the way swap transactions are structured. However,
generally the Fund will enter into interest rate, total return, credit and mortgage swaps on a net
basis, which means that the two payment streams are netted out, with the Fund receiving or paying,
as the case may be, only the net amount of the two payments. Interest rate, total return, credit
and mortgage swaps do not normally involve the delivery of securities, other underlying assets or
principal. Accordingly, the risk of loss with respect to interest rate, total return, credit and
mortgage swaps is normally limited to the net amount of payments that a Fund is contractually
obligated to make. If the other party to an interest rate, total return, credit or mortgage swap
defaults, the Funds risk of loss consists of the net amount of
payments that the Fund is
contractually entitled to receive, if any. In contrast, currency swaps may involve the delivery of
the entire principal amount of one designated currency in exchange for the other designated
currency. Therefore, the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations.
A credit swap may have as reference obligations one or more securities that may, or may not,
be currently held by the Fund. The protection buyer in a credit swap is generally obligated to pay
the protection
seller an upfront or a periodic stream of payments over the term of the swap provided that no
credit event, such as a default, on a reference obligation has occurred. If a credit event occurs,
the seller generally must pay the buyer the par value (full notional value) of the swap in
exchange for an equal face amount of deliverable obligations of the reference entity described in
the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash
settled. The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and
no credit event occurs, the Fund may recover nothing if the swap is held through its termination
date. However, if a credit event occurs, the buyer generally may elect to receive the full
notional value of the swap in exchange for an equal face amount of deliverable obligations of the
reference entity whose value may have significantly decreased. As a
seller, the Fund generally
receives an upfront payment or a rate of income throughout the term of the swap provided that there
is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because,
in addition to its total net assets, the Fund would be subject to investment exposure on the notional
amount of the swap. If a credit event occurs, the value of any deliverable obligation received by
the Fund as seller, coupled with the upfront or periodic payments previously received, may be less
than the full notional value it pays to the buyer, resulting in a loss of value to the Fund.
B-38
To
the extent that the Funds exposure in a transaction involving a swap, swaption or an
interest rate floor, cap or collar is covered by the segregation of cash or liquid assets, or is
covered by other means in accordance with SEC guidance, the Fund and the Investment Adviser
believe that the transactions do not constitute senior securities under the Act and, accordingly,
will not treat them as being subject to the Funds borrowing restrictions.
The Fund will not enter into any interest rate, total return, mortgage or credit swap
transactions unless the unsecured commercial paper, senior debt or claims-paying ability of the
other party is rated either A or A-1 or better by Standard & Poors or A or P-1 or better by
Moodys or their equivalent ratings. The Fund will not enter into any currency
swap transactions unless the unsecured commercial paper, senior debt or claimspaying ability of
the other party thereto is rated investment grade by Standard & Poors or Moodys, or, if unrated
by such rating organization, determined to be of comparable quality by the Investment Adviser. If
there is a default by the other party to such a transaction, the Fund will have contractual remedies
pursuant to the agreements related to the transaction.
The use of interest rate, mortgage, credit, total return and currency swaps, as well as
interest rate caps, floors and collars, is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary portfolio securities
transactions. The use of a swap requires an understanding not only of the referenced asset,
reference rate, or index but also of the swap itself, without the benefit of observing the
performance of the swap under all possible market conditions. If the Investment Adviser is
incorrect in its forecasts of market values, credit quality, interest rates and currency exchange
rates, the investment performance of the Fund would be less favorable than it would have been if
these investment instruments were not used.
In
addition, these transactions can involve greater risks than if the Fund had invested in the
reference obligation directly since, in addition to general market risks, swaps are subject to
illiquidity risk, counterparty risk, credit risk and pricing risk. Because they are two party
contracts and because they may have terms of greater than seven days, swap transactions may be
considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be
received under a swap agreement in the event of the default or bankruptcy of a swap counterparty.
Many swaps are complex and often valued subjectively. Swaps may be subject to pricing
or basis risk, which exists when a particular swap becomes extraordinarily expensive
relative to historical prices or the price of corresponding cash market instruments. Under certain
market conditions it may not be economically feasible to imitate a transaction or liquidate a
position in time to avoid a loss or take advantage of an opportunity. If a swap transaction is
particularly large or if the relevant market is illiquid, it may not be possible to initiate a
transaction or liquidate a position at an advantageous time or price, which may result in
significant losses.
The swap market has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents utilizing standardized swap
documentation. As a result, the swap market has become relatively liquid in comparison with the
markets for other similar instruments which are traded in the interbank market. The Investment
Adviser, under the supervision of the Board of Trustees, is responsible for determining and
monitoring the liquidity of the Funds transactions in swaps, swaptions, caps, floors and collars.
Options on Securities and Securities Indices
Writing
Covered Options
.
The Fund may write (sell) covered call and put options on
any securities in which it may invest or on any securities index consisting of securities in which
it may invest. The Fund may write such options on securities that are listed on national domestic
securities exchanges or foreign
B-39
securities exchanges or traded in the over-the-counter market. A
call option written by the Fund obligates the Fund to sell specified securities to the holder of the
option at a specified price if the option is exercised before the expiration date. Depending upon
the type of call option, the purchaser of a call option either (i) has the right to any
appreciation in the value of the security over a fixed price (the exercise price) on a certain
date in the future (the expiration date) or (ii) has the right to any appreciation in the value
of the security over the exercise price at any time prior to the expiration of the option. If the
purchaser does not exercise the option, the Fund pays the purchaser the difference between the price
of the security and the exercise price of the option. The premium, the exercise price and the
market value of the security determine the gain or loss realized by
the Fund as the seller of the
call option. The Fund can also repurchase the call option prior to the expiration date, ending its
obligation. In this case, the cost of entering into closing purchase transactions will determine
the gain or loss realized by the Fund. All call options written by the Fund are covered, which means
that the Fund will own the securities subject to the option so long as the option is outstanding
or the Fund will use the other methods described below. The Funds purpose in writing covered
call options is to realize greater income than would be realized on portfolio securities
transactions alone. However, the Fund may forego the opportunity to profit from an increase in the
market price of the underlying security.
A
put option written by the Fund obligates the Fund to purchase specified securities from the
option holder at a specified price if the option is exercised before the expiration date. All put
options written by the Fund would be covered, which means that the Fund will segregate cash or
liquid assets with a value at least equal to the exercise price of the put option (less any margin
on deposit) or will use the other methods described below. The purpose of writing such options is
to generate additional income for the Fund. However, in return for
the option premium, the Fund
accepts the risk that it may be required to purchase the underlying securities at a price in excess
of the securities market value at the time of purchase.
In
the case of a call option, the option is covered if the Fund owns the instrument underlying
the call or has an absolute and immediate right to acquire that instrument without additional cash
consideration (or, if additional cash consideration is required, liquid assets in such amount are
segregated) upon conversion or exchange of other instruments held by it. A call option is also
covered if the Fund holds a call on the same instrument as the option written where the exercise
price of the option held is (i) equal to or less than the exercise price of the option written, or
(ii) greater than the exercise price of the option written provided the
Fund segregates liquid assets in the amount of the difference. A put
option is also covered if the Fund holds a put on the same security as the option written where the exercise price of the option
held is (i) equal to or higher than the exercise price of the option written, or (ii) less than the
exercise price of the option written provided the Fund segregates liquid assets in the amount of
the difference. The Fund may also cover call options on securities by segregating cash or liquid
assets, as permitted by applicable law, with a value when added to any margin on deposit, that is
equal to the market value of the securities in the case of a call option.
The Fund may terminate its obligations under an exchange-traded call or put option by purchasing
an option identical to the one it has written. Obligations under over-the-counter options may be
terminated only by entering into an offsetting transaction with the counterparty to such option.
Such purchases are referred to as closing purchase transactions.
The Fund may also write (sell) covered call and put options on any securities index
consisting of securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options requires cash
settlement payments and does not involve the actual purchase or sale of securities. In addition,
securities index options are designed to reflect price fluctuations in a group of securities or
segment of the securities market rather than price fluctuations in a single security.
B-40
The Fund may cover call options on a securities index by owning securities whose price changes
are expected to be similar to those of the underlying index or by having an absolute and immediate
right to acquire such securities without additional cash consideration (or if additional cash
consideration is required, liquid assets in such amount are segregated) upon conversion or exchange
of other securities held by it. The Fund may also cover call and put options on a securities
index by segregating cash or liquid assets, as permitted by applicable law, with a value, when
added to any margin on deposit, that is equal to the market value of the underlying securities in
the case of a call option or the exercise price in the case of a put option or by owning offsetting
options as described above.
The writing of options is a highly specialized activity which involves investment techniques
and risks different from those associated with ordinary portfolio securities transactions. The use
of options to seek to increase total return involves the risk of loss if the Investment Adviser is
incorrect in its expectation of fluctuations in securities prices or interest rates. The
successful use of options for hedging purposes also depends in part on the ability of the
Investment Adviser to predict future price fluctuations and the degree of correlation between the
options and securities markets. If the Investment Adviser is incorrect in its expectation of
changes in securities prices or determination of the correlation between the securities indices on
which options are written and purchased and the securities in the Funds investment portfolio, the
investment performance of the Fund will be less favorable than it would have been in the absence of
such options transactions. The writing of options could increase the Funds portfolio turnover rate
and, therefore, associated brokerage commissions or spreads.
Purchasing
Options
.
The Fund may purchase put and call options on any securities in
which it may invest or options on any securities index consisting of securities in which it may
invest. The Fund may also, to the extent that it invests in foreign securities, purchase put and
call options on foreign currencies. In addition, the Fund may enter into closing sale transactions
in order to realize gains or minimize losses on options it had purchased.
The Fund may purchase call options in anticipation of an increase, or put options in
anticipation of a decrease (protective puts), in the market value of securities of the type in
which it may invest. The purchase of a call option would entitle the Fund, in return for the premium
paid, to purchase specified securities at a specified price during
the option period. The Fund would
ordinarily realize a gain on the purchase of a call option if, during the option period, the value
of such securities exceeded the sum of the exercise price, the premium paid and transaction costs;
otherwise the Fund would realize either no gain or a loss on the purchase of the call option. The
purchase of a put option would entitle the Fund, in exchange for the premium paid, to sell specified
securities at a specified price during the option period. The purchase of protective puts is
designed to offset or hedge against a decline in the market value of
the Funds securities. Put
options may also be purchased by the Fund for the purpose of affirmatively benefiting from a decline
in the price of securities which it does not own. The Fund would ordinarily realize a gain if, during
the option period, the value of the underlying securities decreased below the exercise price
sufficiently to cover the premium and transaction costs; otherwise the Fund would realize either no
gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options
may be offset by countervailing changes in the value of the underlying portfolio securities.
The Fund may purchase put and call options on securities indices for the same purposes as it may
purchase options on securities. Options on securities indices are similar to options on securities,
except that the exercise of securities index options requires cash payments and does not involve
the actual purchase or sale of securities. In addition, securities index options are designed to
reflect price fluctuations in a group of securities or segment of the securities market rather than
price fluctuations in a single security.
B-41
Writing
and Purchasing Currency Call and Put Options
.
The Fund
may write covered put and call options and purchase put and call options on foreign currencies in
an attempt to protect against declines in the U.S. dollar value of foreign portfolio securities and
against increases in the U.S. dollar cost of foreign securities to be
acquired. The Fund may purchase call
options on currency to seek to increase total return.
A
call option written by the Fund obligates the Fund to sell specified
currency to the holder of the option at a specified price if the option is exercised at any time
before the expiration date. A put option written by the Fund obligates the Fund to purchase
specified currency from the option holder at a specified price if the option is exercised at any
time before the expiration date. The writing of currency options
involves a risk that the Fund will,
upon exercise of the option, be required to sell currency subject to a call at a price that is less
than the currencys market value or be required to purchase currency subject to a put at a price
that exceeds the currencys market value.
The Fund may terminate its obligations under a written call or put option by purchasing an
option identical to the one written. Such purchases are referred to as closing purchase
transactions. The Fund may enter into closing sale transactions in order to realize gains or
minimize losses on purchased options.
The Fund may purchase call options in anticipation of an increase in the
U.S. dollar value of currency in which securities to be acquired by the Fund are denominated or
quoted. The purchase of a call option would entitle the Fund, in return for the premium paid, to
purchase specified currency at a specified price during the option
period. The Fund would ordinarily
realize a gain if, during the option period, the value of such currency exceeded the sum of the
exercise price, the premium paid and transaction costs; otherwise, the Fund would realize either no
gain or a loss on the purchase of the call option.
The Fund may purchase put options in anticipation of a decline in the U.S.
dollar value of currency in which securities in its portfolio are denominated or quoted
(protective puts). The purchase of a put option would
entitle the Fund, in
exchange for the premium paid, to sell specified currency at a specified price during the option
period. The purchase of protective puts is designed merely to offset or hedge against a decline in
the U.S. dollar value of the Funds portfolio securities due to currency exchange rate fluctuations.
The Fund would ordinarily realize a gain if, during the option period, the value of the underlying
currency decreased below the exercise price sufficiently to more than cover the premium and
transaction costs; otherwise, the Fund would realize either no gain or a loss on the purchase of
the put option. Gains and losses on the purchase of protective put options would tend to be offset
by countervailing changes in the value of the underlying currency.
The
Fund may
B-42
use
options on currency to seek to increase total return. The Fund
may write (sell) covered put and call options on any currency in an attempt to realize greater
income than would be realized on portfolio securities transactions alone. However, in writing
covered call options for additional income, the Fund may forego the opportunity
to profit from an increase in the market value of the underlying currency. Also, when writing put
options, the Fund accepts, in return for the option premium, the risk that they
may be required to purchase the underlying currency at a price in excess of the currencys market
value at the time of purchase.
The Fund may purchase call options to seek to increase total return in
anticipation of an increase in the market value of a currency. The Fund would
ordinarily realize a gain if, during the option period, the value of such currency exceeded the sum
of the exercise price, the premium paid and transaction costs.
Otherwise the Fund would realize either no gain or a loss on the purchase of the call option. Put options may
be purchased by the Fund for the purpose of benefiting from a decline in
the value of currencies which they do not own. The Fund would ordinarily realize a gain if, during the option period, the value of the
underlying currency decreased below the exercise price sufficiently to more than cover the premium
and transaction costs. Otherwise the Fund would realize either no gain or
a loss on the purchase of the put option.
Yield
Curve Options
.
The Fund may enter into options on the yield spread or
differential between two securities. Such transactions are referred to as yield curve options.
In contrast to other types of options, a yield curve option is based on the difference between the
yields of designated securities, rather than the prices of the individual securities, and is
settled through cash payments. Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in the case of a put), regardless of
whether the yields of the underlying securities increase or decrease.
The Fund may purchase or write yield curve options for the same purposes as other options on
securities. For example, the Fund may purchase a call option on the yield spread between two
securities if the Fund owns one of the securities and anticipates purchasing the other security and
wants to hedge against an adverse change in the yield spread between
the two securities. The Fund
may also purchase or write yield curve options in an effort to increase current income if, in the
judgment of the Investment Adviser, the Fund will be able to profit from movements in the spread
between the yields of the underlying securities. The trading of yield curve options is subject to
all of the risks associated with the trading of other types of options. In addition, however, such
options present a risk of loss even if the yield of one of the underlying securities remains
constant, or if the spread moves in a direction or to an extent which was not anticipated.
Yield
curve options written by the Fund will be covered. A call (or put) option is covered if
the Fund holds another call (or put) option on the spread between the same two securities and
segregates cash or liquid assets sufficient to cover the Funds net liability under the two
options. Therefore, the Funds liability for such a covered option is generally limited to the
difference between the amount of the Funds liability under the option written by the Fund less the
value of the option held by the Fund. Yield curve options may also be covered in such other manner
as may be in accordance with the requirements of the counterparty with which
B-43
the option is traded
and applicable laws and regulations. Yield curve options are traded over-the-counter, and
established trading markets for these options may not exist.
Risks Associated with Options Transactions
.
There is no assurance that a liquid
secondary market on a domestic or foreign options exchange will exist for any particular
exchange-traded option or at any particular time. If the Fund is unable to effect a closing purchase
transaction with respect to covered options it has written, the Fund will not be able to sell the
underlying securities or dispose of assets held in a segregated account until the options expire or
are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to
options it has purchased, it will have to exercise the options in order to realize any profit and
will incur transaction costs upon the purchase or sale of underlying securities.
Reasons for the absence of a liquid secondary market on an exchange include, but are not
limited to, the following: (i) there may be insufficient trading interest in certain options; (ii)
restrictions may be imposed by an exchange on opening or closing transactions or both; (iii)
trading halts, suspensions or other restrictions may be imposed with respect to particular classes
or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on
an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or (vi) one or more exchanges could, for
economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options) would cease to exist
although outstanding options on that exchange that had been issued by the Options Clearing
Corporation as a result of trades on that exchange would continue to be exercisable in accordance
with their terms.
The Fund may purchase and sell both options that are traded on U.S. and foreign exchanges and
options traded over-the-counter with broker-dealers and other types of institutions that make
markets in these options. The ability to terminate over-the-counter options is more limited than
with exchange-traded options and may involve the risk that the broker-dealers or financial
institutions participating in such transactions will not fulfill their obligations.
Transactions
by the Fund in options will be subject to limitations established by each of the
exchanges, boards of trade or other trading facilities on which such options are traded governing
the maximum number of options in each class which may be written or purchased by a single investor
or group of investors acting in concert regardless of whether the options are written or purchased
on the same or different exchanges, boards of trade or other trading facilities or are held in one
or more accounts or through one or more brokers. Thus, the number of
options which the Fund may
write or purchase may be affected by options written or purchased by other investment advisory
clients or the Funds Investment Adviser. An exchange, board of trade or other trading facility
may order the liquidation of positions found to be in excess of these limits, and it may impose
certain other sanctions.
Futures Contracts and Options on Futures Contracts
The Fund may purchase and sell various kinds of futures contracts, and purchase and write
call and put options on any of such futures contracts. The Fund may also enter into closing purchase
and sale transactions with respect to any of such contracts and options. The futures contracts may
be based on various securities (such as U.S. Government Securities), securities indices, foreign
currencies, and any other financial instruments and
indices. Financial futures contracts used by the Fund include interest rate futures
contracts including, among others, Eurodollar futures contracts. Eurodollar futures contracts are
U.S. dollar-denominated futures contracts that are based on the implied forward London Interbank
Offered Rate (LIBOR) of a three-month deposit.
B-44
The Fund may engage in futures and related options transactions in order to seek to increase
total return or to hedge against changes in interest rates,
securities prices or, if the Fund invests
in foreign securities, currency exchange rates, or to otherwise manage its term structure, sector
selection and duration in accordance with its investment objective
and policies. The Fund may
also enter into closing purchase and sale transactions with respect to such contracts and options.
The Trust, on behalf of the Fund, has claimed an exclusion from the definition of the term
commodity pool operator under the Commodity Exchange Act and, therefore, is not subject to
registration or regulation as a pool operator under that Act with respect to the Fund.
Futures
contracts entered into by the Fund have historically been traded on U.S. exchanges or
boards of trade that are licensed and regulated by the Commodity Futures Trading Commission
(CFTC) or on foreign exchanges. More recently, certain futures may also be traded either
over-the-counter or on trading facilities such as derivatives transaction execution facilities,
exempt boards of trade or electronic trading facilities that are licensed and/or regulated to
varying degrees by the CFTC. Also, certain single stock futures and narrow based security index
futures may be traded either over-the-counter or on trading
facilities such as contract markets, derivatives transaction execution facilities and electronic
trading facilities that are licensed and/or regulated to varying degrees by both the CFTC and the
SEC or on foreign exchanges.
Neither the CFTC, National Futures Association, SEC nor any domestic exchange regulates
activities of any foreign exchange or boards of trade, including the execution, delivery and
clearing of transactions, or has the power to compel enforcement of the rules of a foreign exchange
or board of trade or any applicable foreign law. This is true even if the exchange is formally
linked to a domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary depending on the
foreign country in which the foreign futures or foreign options transaction occurs. For these
reasons, the Funds investments in foreign futures or foreign options transactions may not be
provided the same protections in respect of transactions on United States exchanges. In
particular, persons who trade foreign futures or foreign options contracts may not be afforded
certain of the protective measures provided by the Commodity Exchange Act, the CFTCs regulations
and the rules of the National Futures Association and any domestic exchange, including the right to
use reparations proceedings before the CFTC and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. Similarly, these persons may not have the
protection of the U.S. securities laws.
Futures Contracts
.
A futures contract may generally be described as an agreement
between two parties to buy and sell particular financial instruments or currencies for an agreed
price during a designated month (or to deliver the final cash settlement price, in the case of a
contract relating to an index or otherwise not calling for physical delivery at the end of trading
in the contract).
When
interest rates are rising or securities prices are falling, the Fund can seek to offset a
decline in the value of its current portfolio securities through the sale of futures contracts.
When interest rates are falling or securities prices are rising, the Fund, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later be available in
the market when it effects anticipated purchases. The Fund may purchase
and sell futures contracts on a specified currency in order to seek to increase total return or to
protect against changes in currency exchange rates. For example, the Fund may seek to offset
anticipated changes in the value of a currency in which its portfolio securities, or securities
that it intends to purchase, are quoted or denominated by purchasing and selling futures contracts
on such currencies. As another example, the Fund may enter into futures transactions to seek
a closer correlation between the Funds overall currency
exposures and the currency exposures of the Funds performance benchmark.
B-45
Positions taken in the futures markets are not normally held to maturity but are instead
liquidated through offsetting transactions which may result in a profit or a loss. While futures
contracts on securities or currency will usually be liquidated in
this manner, the Fund may instead
make, or take, delivery of the underlying securities or currency whenever it appears economically
advantageous to do so. A clearing corporation associated with the exchange on which futures on
securities or currency are traded guarantees that, if still open, the sale or purchase will be
performed on the settlement date.
Hedging
Strategies
.
When the Fund uses futures for hedging purposes, the Fund often
seeks to establish with more certainty than would otherwise be possible the effective price or rate
of return on portfolio securities (or securities that the Fund proposes to acquire) or the exchange
rate of currencies in which portfolio securities are quoted or
denominated. The Fund may, for
example, take a short position in the futures market by selling futures contracts to seek to
hedge against an anticipated rise in interest rates or a decline in market prices or foreign
currency rates that would adversely affect the U.S. dollar value of the Funds portfolio
securities. Such futures contracts may include contracts for the future delivery of securities
held by the Fund or securities with characteristics similar to those
of the Funds portfolio
securities. Similarly, the Fund may sell futures contracts on any
currencies in which its portfolio securities are quoted or denominated or sell futures contracts on
one currency to seek to hedge against fluctuations in the value of securities quoted or denominated
in a different currency if there is an established historical pattern of correlation between the
two currencies. If, in the opinion of the Investment Adviser, there is a sufficient degree of
correlation between price trends for the Funds portfolio securities and futures contracts based on
other financial instruments, securities indices or other indices, the Fund may also enter into
such futures contracts as part of a hedging strategy. Although under some circumstances prices of
securities in the Funds portfolio may be more or less volatile than prices of such futures
contracts, the Investment Adviser will attempt to estimate the extent of this volatility difference
based on historical patterns and compensate for any such differential
by having the Fund enter into a
greater or lesser number of futures contracts or by attempting to achieve only a partial hedge
against price changes affecting the Funds portfolio securities. When hedging of this character is
successful, any depreciation in the value of portfolio securities will be substantially offset by
appreciation in the value of the futures position. On the other hand, any unanticipated
appreciation in the value of the Funds portfolio securities would be substantially offset by a
decline in the value of the futures position.
On
other occasions, the Fund may take a long position by purchasing futures contracts. This
may be done, for example, when the Fund anticipates the subsequent purchase of particular securities
when it has the necessary cash, but expects the prices or currency exchange rates then available in
the applicable market to be less favorable than prices or rates that are currently available.
Options on Futures Contracts
.
The acquisition of put and call options on futures
contracts will give the Fund the right (but not the obligation) for a specified price to sell or to
purchase, respectively, the underlying futures contract at any time during the option period. As
the purchaser of an option on a futures contract, the Fund obtains the benefit of the futures
position if prices move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially
offset a decline in the value of the Funds assets. By writing a
call option, the Fund becomes
obligated, in exchange for the premium, to sell a futures contract if the option is exercised,
which may have a value higher than the exercise price. The writing of a put option on a futures
contract generates a premium which may partially offset an increase in the price of securities that
the Fund intends to purchase. However, the Fund becomes obligated (upon exercise of the option) to
purchase a futures contract if the option is exercised, which may have a value lower than the
exercise price. Thus, the loss incurred by the Fund in writing options on futures is
B-46
potentially unlimited and may exceed the amount of the premium received. The Fund will incur
transaction costs in connection with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling
or purchasing an offsetting option on the same financial instrument. There is no guarantee that
such closing transactions can be effected. The Funds ability to establish and close out positions
on such options will be subject to the development and maintenance of a liquid market.
Other Considerations
.
The Fund will engage in transactions in futures contracts and
related options transactions only to the extent such transactions are consistent with the
requirements of the Code for maintaining their qualifications as regulated investment companies for
federal income tax purposes.
Transactions in futures contracts and options on futures involve brokerage costs, require
margin deposits and may require the Fund to segregate cash or liquid assets, as permitted by
applicable law, in an amount equal to the underlying value of such contracts and options.
While transactions in futures contracts and options on futures may reduce certain risks, such
transactions themselves entail certain other risks. Thus, while the Fund may benefit from the use of
futures and options on futures, unanticipated changes in interest rates or securities prices or
currency exchange rates may result in a poorer overall performance
for the Fund than if it had not
entered into any futures contracts or options transactions. When futures contracts and options are
used for hedging purposes, perfect correlation between the Funds futures positions and portfolio
positions will be impossible to achieve. In the event of an imperfect correlation between a
futures position and a portfolio position which is intended to be protected, the desired protection
may not be obtained and the Fund may be exposed to risk of loss.
Perfect
correlation between the Funds futures positions and portfolio positions will be
difficult to achieve, particularly where futures contracts based on specific fixed-income
securities or specific currencies are not available. In addition, it is not possible to hedge
fully or protect against currency fluctuations affecting the value of securities quoted or
denominated in foreign currencies because the value of such securities is likely to fluctuate as a
result of independent factors unrelated to currency fluctuations. The
profitability of the Funds
trading in futures depends upon the ability of the Investment Adviser to analyze correctly the
futures markets.
Combined Transactions
The
Fund may enter into multiple transactions, including multiple options transactions, multiple
futures transactions, multiple currency transactions (including forward currency contracts) and
multiple interest rate and other swap transactions and any combination of futures, options,
currency and swap transactions (component transactions) as part of a single or combined strategy
when, in the opinion of the Investment Adviser, it is in the best
interests of the Fund to do so. A
combined transaction will usually contain elements of risk that are present in each of its
component transactions. Although combined transactions are normally entered into based on the
Investment Advisers judgment that the combined strategies will reduce risk or otherwise more
effectively achieve the desired portfolio management goal, it is possible that the combination will
instead increase such risks or hinder achievement of the portfolio management objective.
Mortgage Dollar Rolls
The
Fund may enter into mortgage dollar rolls in which the Fund sells securities for delivery in the
current month and simultaneously contracts with the same counterparty to repurchase similar, but
not identical securities on a specified future date. During the roll
period, the Fund loses the
right to receive principal and
B-47
interest
paid on the securities sold. However, the Fund would benefit to the extent of any
difference between the price received for the securities sold and the lower forward price for the
future purchase or fee income plus the interest earned on the cash proceeds of the securities sold
until the settlement date of the forward purchase. All cash proceeds will be invested in
instruments that are permissible investments for the Fund. The Fund will segregate
until the settlement date cash or liquid assets, as permitted by applicable law, in an amount equal
to its forward purchase price.
For
financial reporting and tax purposes, the Fund treats mortgage dollar rolls as two
separate transactions; one involving the purchase of a security and a separate transaction
involving a sale. The Fund does not currently intend to enter into mortgage dollar rolls for
financing and do not treat them as borrowings.
Mortgage dollar rolls involve certain risks including the following: if the broker-dealer to
whom the Fund sells the security becomes insolvent, the Funds right to purchase or repurchase the
mortgage-related securities subject to the mortgage dollar roll may be restricted. Also, the
instrument which the Fund is required to repurchase may be worth less
than an instrument which the Fund
originally held. Successful use of mortgage dollar rolls will depend upon the Investment Advisers
ability to manage the Funds interest rate and mortgage prepayments exposure. For these reasons,
there is no assurance that mortgage dollar rolls can be successfully employed. The use of this
technique may diminish the investment performance of the Fund compared with what such performance
would have been without the use of mortgage dollar rolls.
B-48
Lending of Portfolio Securities
The Fund may lend portfolio securities. Under present regulatory policies, such loans may be
made to institutions, such as brokers or dealers (including Goldman Sachs), and are required to be
secured continuously by collateral in cash, cash equivalents, letters of credit or U.S. Government
Securities maintained on a current basis at an amount, marked to market daily, at least equal to
the market value of the securities loaned. Cash received as collateral for securities lending
transactions may be invested in short-term investments. Investing the collateral subjects it to
market depreciation or appreciation, and the Fund is responsible for any loss that may result from
its investment of the borrowed collateral. The Fund will have the right to terminate a loan at any
time and recall the loaned securities within the normal and customary settlement time for
securities transactions. For the duration of the loan, the Fund will continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities loaned and will also
receive compensation from investment of the collateral. The Fund will not have the right to vote any
securities having voting rights during the existence of the loan, but
the Fund may call the loan in
anticipation of an important vote to be taken by the holders of the securities or the giving or
withholding of their consent on a material matter affecting the investment. As with other
extensions of credit there are risks of delay in recovering, or even loss of rights in, the
collateral and loaned securities should the borrower of the securities fail financially. However,
the loans will be made only to firms deemed to be of good standing, and when the consideration
which can be earned currently from securities loans of this type is deemed to justify the attendant
risk. In determining whether to lend securities to a particular borrower and during the period of
the loan, the creditworthiness of the borrower will be considered and monitored. It is intended
that the value of securities loaned by the Fund will not exceed one-third of the value of the Funds
total assets (including the loan collateral). Loan collateral (including any investment of that
collateral) is not subject to the percentage limitation described elsewhere in this Additional
Statement or the Prospectuses regarding investing in fixed income and other securities.
The
Funds Board of Trustees has approved the Funds participation in a securities lending
program and adopted policies and procedures relating thereto. Under the securities lending
program, the Fund may retain an affiliate of the Investment Adviser
or the Funds custodian to serve as the securities
lending agent for the Fund. For these services the lending agent may receive a fee from the
Fund, including a fee based on the returns earned on the Funds investment of cash received as
collateral for the loaned securities. In addition, the Fund may make brokerage and other payments
to Goldman Sachs and its affiliates in connection with the Funds portfolio investment
transactions. The lending agent may, on behalf of the Fund, invest cash collateral received by
the Fund for securities loans in, among other things, other registered or unregistered funds.
These funds include private investing funds or money market funds that are managed by the
Investment Adviser or its affiliates for the purpose of investing cash collateral generated from
securities lending activities and which pay the Investment Adviser or its affiliates for these
services. The Funds Board of Trustees will periodically review securities loan transactions for
which the Goldman Sachs affiliate has acted as lending agent for compliance with the Funds
securities lending procedures. Goldman Sachs also has been approved
as a borrower under the Funds
securities lending program, subject to certain conditions.
B-49
Restricted and Illiquid Securities
The Fund may purchase securities that are not registered or that are offered in an exempt
non-public offering (Restricted Securities) under the Securities Act of 1933, as amended (1933
Act), including securities eligible for resale to qualified institutional buyers pursuant to
Rule 144A under the 1933 Act. However, the Fund will not invest more than 15% of its net assets in
illiquid investments, which include repurchase agreements with a notice or demand period of more
than seven days, certain SMBS, certain municipal leases, certain over-the-counter options,
securities that are not readily marketable and Restricted Securities unless, based upon a review of
the trading markets for the specific Restricted Securities, such Restricted Securities are
determined to be liquid. The Trustees have adopted guidelines and delegated to the Investment
Adviser the function of determining and monitoring the liquidity of
the Funds portfolio
securities. This investment practice could have the effect of increasing the level of illiquidity
in the Fund to the extent that qualified institutional buyers become for a time uninterested in
purchasing these Restricted Securities.
The purchase price and subsequent valuation of Restricted Securities may reflect a discount
from the price at which such securities trade when they are not restricted, since the restriction
make them less liquid. The amount of the discount from the prevailing market price is expected to
vary depending upon the type of security, the character of the issuer, the party who will bear the
expenses of registering the Restricted Securities and prevailing supply and demand conditions.
When-Issued and Forward Commitment Securities
The Fund may purchase securities on a when-issued basis or purchase or sell securities on a
forward commitment basis beyond the customary settlement time. These transactions involve a
commitment by the Fund to purchase or sell securities at a future date. The price of the underlying
securities (usually expressed in terms of yield) and the date when the securities will be delivered
and paid for (the settlement date) are fixed at the time the transaction is negotiated.
When-issued purchases and forward commitment transactions are negotiated directly with the other
party, and such commitments are not traded on exchanges. The Fund will generally purchase
securities on a when-issued basis or purchase or sell securities on a forward commitment basis only
with the intention of completing the transaction and actually purchasing or selling the securities.
If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or
negotiate a commitment after entering into it. The Fund may also sell securities it has committed to
purchase before those securities are delivered to the Fund on the settlement date. The Fund may
realize capital gains or losses in connection with these transactions. For purposes of
determining the Funds duration, the maturity of when-issued or forward commitment securities for
fixed-rate obligations will be calculated from the commitment date.
The Fund is generally required
to segregate, until three days prior to settlement date, cash and liquid assets in an amount
sufficient to meet the purchase price unless the Funds obligations are otherwise covered.
Alternatively, the Fund may enter into offsetting contracts for the forward sale of other
securities that it owns. Securities purchased or sold on a when-issued or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines prior to the
settlement date or if the value of the security to be sold increases prior to the settlement date.
Preferred
Stock, Warrants and Rights
The
Fund
may invest in preferred stock, warrants and rights. Preferred stocks
are securities that represent an ownership interest providing the
holder with claims on the issuers earnings and assets before
common stock owners but after bond owners. Unlike debt securities,
the obligations of an issuer of preferred sock, including dividend
and other payment obligations, may not typically be accelerated by
the holders of such preferred stock on the occurrence of an event of
default (such as a covenant default or filing of a bankruptcy
petition) or other non-compliance by the issuer with the terms of the
preferred stock. Often, however, on the occurrence of any such event
of default or non-compliance by the issuer, preferred stockholders will be entitled to gain representation on the
issuers board of directors or increase their existing board
representation. In addition, preferred stockholders may be granted
voting rights with respect to certain issues on the occurrence of any
event of default.
Warrants
and other rights are options to buy a stated number of shares of
common stock at a specified price at any time during the life of the
warrant. The holders of warrants an rights have no voting rights,
receive no dividends and have no rights with respect to the assets of
the issuer.
Other Investment Companies
The Fund reserves the right to invest up to 10% of its total assets, calculated at the time
of purchase, in the securities of other investment companies (including exchange-traded funds such
as iShares
sm
, as defined below), but may neither invest more than 5% of its total assets
in the securities of any one investment company nor acquire more than 3% of the voting securities
of any other investment company, except as otherwise permitted in the Act or the rules promulgated
thereunder. Pursuant to an exemptive order obtained by the SEC, the Fund may invest in money market
funds for which the Investment Adviser, or any of its
B-50
affiliates, serve as investment adviser, administrator and/or distributor. Such conditions may not
apply with respect to the Funds investments in money market
funds. The Fund will indirectly bear
its proportionate share of any management fees and other expenses paid by investment companies in
which it invests in addition to the management fees and other expenses paid by the Fund. However,
to the extent that the Fund invests in a money market fund for which the Investment Adviser or any of
its affiliates acts as investment adviser, the management fees payable by the Fund to the
Investment Adviser will, to the extent required by the SEC, be reduced by an amount equal to the
Funds proportionate share of the management fees paid by such money market fund to the Investment
Adviser or its affiliates. Although the Fund does not expect to do so in the foreseeable future,
the Fund is authorized to invest substantially all of its assets in a single open-end investment
company or series thereof that has substantially the same investment objective, policies and
fundamental restrictions as the Fund.
The
Fund may also purchase shares of investment companies
investing primarily in foreign securities, including country funds. Country funds have
portfolios consisting primarily of securities of issuers located in specified foreign countries or
regions. The Fund may invest in iShares
sm
and similar securities.
iShares
sm
are shares of an investment company that invests substantially all of its
assets in securities included in various securities indices including foreign securities indices. iShares
sm
are listed on a stock exchange
and were initially offered to the public in 1996. The market prices of iShares
sm
are
expected to fluctuate in accordance with both changes in the asset values of their underlying
indices and supply and demand of iShares
sm
on a stock exchange. To date,
iShares
sm
have traded at relatively modest discounts and premiums to the NAVs. However,
iShares
sm
have a limited operating history and information is lacking regarding the
actual performance and trading liquidity of iShares
sm
for extended periods or over
complete market cycles. In addition, there is no assurance that the requirements of a stock
exchange necessary to maintain the listing of iShares
sm
will continue to be met or will
remain unchanged. In the event substantial market or other disruptions affecting
iShares
sm
should occur in the future, the liquidity and value of the Funds shares could
also be substantially and adversely affected. If such disruptions
were to occur, the Fund could be
required to reconsider the use of iShares
sm
as part of its investment strategy.
Repurchase Agreements
The Fund may enter into repurchase agreements with banks, brokers, and dealers which furnish
collateral at least equal in value or market price to the amount of their repurchase obligation. These repurchase agreements may involve
foreign government securities. A repurchase agreement is an
arrangement under which the Fund
purchases securities and the seller agrees to repurchase the securities within a particular time
and at a specified price. Custody of the securities is maintained by
the Funds custodian (or
sub-custodian). The repurchase price may be higher than the purchase price, the difference being
income to the Fund, or the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price on repurchase. In either case, the income to
the Fund is unrelated to the interest rate on the security subject to the repurchase agreement.
For purposes of the Act, and generally for tax purposes, a repurchase agreement is deemed to
be a loan from a Fund to the seller of the security. For other purposes, it is not always clear
whether a court would consider the security purchased by the Fund
subject to the repurchase agreement
as being owned by the Fund or as being collateral for a loan by the Fund to the seller. In the event
of commencement of bankruptcy or insolvency proceedings with respect to the seller of the security
before repurchase of the security under a repurchase agreement, the Fund may encounter delay and
incur costs before being able to sell the security. Such a delay may involve loss of interest or a
decline in value of the security. If the court characterizes the
B-51
transaction
as a loan and the Fund has not perfected a security interest in the security, the Fund
may be required to return the security to the sellers estate and be treated as an unsecured
creditor of the seller. As an unsecured creditor, the Fund would be at risk of losing some or all of
the principal and interest involved in the transaction.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the
seller may fail to repurchase the security. However, if the market value of the security subject to
the repurchase agreement becomes less than the repurchase price
(including accrued interest), the
Fund will direct the seller of the security to deliver additional securities so that the market
value of all securities subject to the repurchase agreement equals or exceeds the repurchase price.
Certain repurchase agreements which provide for settlement in more than seven days can be
liquidated before the nominal fixed term on seven days or less notice. Such repurchase agreements
will be regarded as liquid instruments.
The Fund, together with other registered investment companies having management agreements
with the Investment Adviser or its affiliates, may transfer uninvested cash balances into a
single joint account, the daily aggregate balance of which will be invested in one or more
repurchase agreements.
Reverse Repurchase Agreements
The Fund may borrow money by entering into transactions
called reverse repurchase agreements. Under these arrangements, the Fund will sell portfolio
securities to dealers in U.S. Government Securities or members of the Federal Reserve System, with
an agreement to repurchase the security on an agreed date, price and interest payment. These reverse repurchase agreements may involve foreign
government securities. Reverse repurchase agreements involve the possible risk that the value of
portfolio securities the Fund relinquishes may decline below the
price the Fund must pay when the
transaction closes. Borrowings may magnify the potential for gain or loss on amounts invested
resulting in an increase in the speculative character of the Funds outstanding shares.
When
the Fund enters into a reverse repurchase agreement, it places in a separate custodial
account either liquid assets or other high grade debt securities that have a value equal to or
greater than the repurchase price. The account is then continuously monitored by the Investment
Adviser to make sure that an appropriate value is maintained. Reverse repurchase agreements are
considered to be borrowings under the Act.
B-52
Portfolio Maturity
Dollar-weighted average maturity is derived by multiplying the value of each investment by the
time remaining to its maturity, adding these calculations, and then dividing the total by the value
of the Funds portfolio. An obligations maturity is typically determined on a stated final maturity
basis, although there are some exceptions. For example, if an issuer of an instrument takes
advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the
date on which the instrument is expected to be called, refunded, or redeemed may be considered to
be its maturity date. There is no guarantee that the expected call, refund or redemption will
occur and the Funds average maturity may lengthen beyond the Investment Advisers expectations
should the expected call refund or redemption not occur. Similarly, in calculating its
dollar-weighted average maturity, the Fund may determine the maturity of a variable or floating rate
obligation according to the interest rate reset date, or the date principal can be recovered on
demand, rather than the date of ultimate maturity.
Portfolio Turnover
The Fund may engage in active short-term trading to benefit from yield disparities among
different issues of securities or among the markets for fixed-income securities, or for other
reasons. As a result of active management, it is anticipated that the portfolio turnover rate of
the Fund will vary from year to year, and may be affected by changes in the holdings of specific
issuers, changes in country and currency weightings, cash requirements for redemption of shares and
by requirements which enable the Fund to receive favorable tax
treatment. The Fund is not
restricted by policy with regard to portfolio turnover and will make
changes in its investment
portfolio from time to time as business and economic conditions as well as market prices may
dictate. When a Fund purchases a TBA mortgage, it can
either receive the underlying pools of the TBA mortgage or roll it forward a month. The portfolio
turnover rate increases when a Fund rolls the TBA forward.
INVESTMENT RESTRICTIONS
The investment restrictions set forth below have been adopted by the Trust as fundamental
policies that cannot be changed without the affirmative vote of the holders of a majority of the
outstanding voting securities (as defined in the Act) of the Fund. The
investment objective of the Fund and all other investment policies or practices of the Fund are
considered by the Trust not to be fundamental
B-53
and accordingly may be changed without shareholder approval. As defined in the Act, a majority of
the outstanding voting securities of the Fund means the vote of
(i) 67% or more of the shares of the
Fund present at a meeting, if the holders of more than 50% of the outstanding shares of a Fund are
present or represented by proxy, or (ii) more than 50% of the
shares of the Fund.
For the purposes of the limitations (except for the asset coverage requirement with respect to
borrowings), any limitation which involves a maximum percentage shall not be considered violated
unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of, or borrowings by, the Fund.
As a
matter of fundamental policy, the Fund may not:
|
|
(1)
|
|
Make any investment inconsistent with the Funds classification as a
diversified company under the Act.
|
|
|
|
|
(2)
|
|
Invest more than 25% of its total assets in the securities of one or more
issuers conducting their principal business activities in the same industry. (For the purposes of this
restriction, state and municipal governments and their agencies, authorities and
instrumentalities are not deemed to be industries; telephone companies are considered
to be a separate industry from water, gas or electric utilities; personal credit
finance companies and business credit finance companies are deemed to be separate
industries; and wholly-owned finance companies are considered to be in the industry of
their parents if their activities are primarily related to financing the activities of
their parents.)
|
|
|
|
|
(3)
|
|
Borrow money, except (a) the Fund, may borrow from banks (as defined in the
Act) or through reverse repurchase agreements in amounts up to 33-1/3% of its total
assets (including the amount borrowed);
|
|
B-54
|
|
|
|
(b) the Fund
may, to the extent permitted by applicable law, borrow up to an additional 5% of
its total assets for temporary purposes; (c) the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of portfolio
securities; (d) the Fund may purchase securities on margin to the extent
permitted by applicable law; and (e) the Fund may engage in transactions in
mortgage dollar rolls which are accounted for as financings;
|
|
|
|
|
(4)
|
|
Make loans, except through (a) the purchase of debt obligations in accordance
with the Funds investment objective and policies; (b) repurchase agreements with
banks, brokers, dealers and other financial institutions; and (c) loans of securities as
permitted by applicable law;
|
|
|
|
(5)
|
|
Underwrite securities issued by others, except to the extent that the sale of
portfolio securities by the Fund may be deemed to be an underwriting;
|
|
|
|
(6)(a)
|
|
Purchase, hold or deal in real estate, although the Fund may purchase and sell securities
that are secured by real estate or interests therein, securities of real estate
investment trusts and mortgage-related securities and may hold and sell real estate
acquired by the Fund as a result of the ownership of securities;
|
|
|
|
|
(6)(b)
|
|
Purchase, hold
or deal in real estate (including real estate limited partnerships) or oil, gas or
mineral leases, although the Fund may purchase and sell securities that are secured by
real estate or interests therein, may purchase mortgage-related securities and may hold
and sell real estate acquired by the Fund as a result of the ownership of securities;
|
|
|
|
(7)
|
|
Invest in commodities or commodity contracts, except that the Fund may invest
in currency and financial instruments and contracts that are commodities or commodity
contracts; and
|
|
|
(8)
|
|
Issue senior securities to the extent such issuance would violate applicable
law.
|
Notwithstanding
any other fundamental investment restriction or policy, the Fund may invest
some or all of its assets in a single open-end investment company or series thereof with
substantially the same fundamental investment objective, restrictions and policies as the Fund.
In addition to the fundamental policies mentioned above, the Trustees have adopted the
following non-fundamental policies which can be changed or amended by action of the Trustees
without approval of shareholders. Again, for purposes of the following limitations, any limitation
which involves a maximum percentage shall not be considered violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition of securities by the Fund.
The Fund may not:
|
(1)
|
|
Invest in companies for the purpose of exercising control or management;
|
B-55
|
(2)
|
|
Invest more than 15% of the Funds net assets in illiquid investments,
including illiquid repurchase agreements with a notice or demand period of more than
seven days, securities which are not readily marketable and restricted securities not
eligible for resale pursuant to Rule 144A under the 1933 Act;
|
|
|
(3)
|
|
Purchase additional securities if the Funds borrowings (excluding covered
mortgage dollar rolls) exceed 5% of its net assets; or
|
|
|
(4)
|
|
Make short sales of securities, except short sales against-the-box.
|
B-56
TRUSTEES AND OFFICERS
The business and affairs of the Fund are managed under the direction of the Board of Trustees
subject to the laws of the State of Delaware and the Trusts Declaration of Trust. The Trustees
are responsible for deciding matters of general policy and reviewing the actions of the Trusts
service providers. The officers of the Trust conduct and supervise each Funds daily business
operations.
Trustees of the Trust
Information pertaining to the Trustees of the Trust is set forth below. Trustees who are not
deemed to be interested persons of the Trust as defined in the Act are referred to as
Independent Trustees. A Trustee who is deemed to be an
interested person of the Trust is referred
to as an Interested Trustee.
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
Name,
|
|
Held with
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
Ashok N. Bakhru
Age: 64
|
|
Chairman of the
Board of Trustees
|
|
Since 1991
|
|
President, ABN
Associates (July
1994March 1996 and
November
1998Present);
Executive Vice
President Finance
and Administration and
Chief Financial
Officer and Director, Coty Inc.
(manufacturer of
fragrances and
cosmetics) (April
1996November 1998);
Director of Arkwright
Mutual Insurance
Company (19841999);
Trustee of
International House of
Philadelphia (program
center and residential
community for students
and professional
trainees from the
United States and
foreign countries)
(1989-2004); Member of
Cornell University
Council (1992-2004)
and (2006-Present);
Trustee of the Walnut
Street Theater
(1992-2004);
Trustee, Scholarship
America (1998-2005);
Trustee, Institute for
Higher Education
Policy (2003-Present);
Director, Private
Equity InvestorsIII
and IV (November
1998-Present), and
Equity-Limited
Investors II (April
2002-Present); and
Chairman, Lenders
Service Inc. (provider
of mortgage lending
services) (2000-2003).
Chairman of the Board
of Trustees Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
97
|
|
|
None
|
B-57
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
Name,
|
|
Held with
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
John P. Coblentz, Jr.
Age: 65
|
|
Trustee
|
|
Since 2003
|
|
Partner, Deloitte &
Touche LLP (June 1975
May 2003); Director,
Emerging Markets
Group, Ltd.
(2004-2006); Director,
Elderhostel, Inc.
(2006-Present).
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
97
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana M. Daniels
Age: 57
|
|
Nominee
|
|
N/A
|
|
Ms. Daniels is
retired (since
January 2005).
Formerly, she was
Vice President,
General Counsel and
Secretary, The
Washington Post
Company
(1991-2006). Ms.
Daniels is a Member
of the Corporate
Advisory Board,
Standish Mellon
Management Advisors
(2006-Present);
Chairman of the
Executive
Committee, Cornell
University
(2006-Present);
Member, Advisory
Board, Psychology
Without Borders
(international
humanitarian and
organization)
(since 2007), and
former Member of
the Legal Advisory
Board, New York
Stock Exchange
(2003-2006).
|
|
|
97
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick T. Harker
Age: 48
|
|
Trustee
|
|
Since 2000
|
|
President, University of Delaware
(to assume role July 2007) Dean and Reliance
Professor of
Operations and
Information
Management, The
Wharton School,
University of
Pennsylvania (February
2000-June 2007); Interim
and Deputy Dean, The
Wharton School,
University of
Pennsylvania (July
1999-January 2000);
and Professor and
Chairman of Department
of Operations and
Information
Management, The
Wharton School,
University of
Pennsylvania (July
1997August 2000).
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
97
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica Palmer
Age: 58
|
|
Nominee
|
|
N/A
|
|
Formerly, she was
Managing Director,
Citigroup Corporate
and Investment
Banking
(previously,
Salomon Smith
Barney/Salomon
Brothers)
(1984-2006). Ms.
Palmer is a Member
of the Board of
Trustees of Indian
Mountain School
(private elementary
and secondary
school) (since 2004).
|
|
|
97
|
|
|
None
|
B-58
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
Name,
|
|
Held with
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
Richard P. Strubel
Age: 67
|
|
Trustee
|
|
Since 1987
|
|
Vice Chairman and
Director, Cardean
Learning Group
(provider of
educational services
via the internet)
(2003-Present);
President, COO and
Director, Cardean
Learning Group
(1999-2003); Director,
Cantilever
Technologies, Inc. (a
private software
company) (1999-2005);
Trustee, The
University of Chicago
(1987-Present); and
Managing Director,
Tandem Partners, Inc.
(management services
firm) (19901999).
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
97
|
|
|
Gildan Activewear Inc.
(a clothing marketing and
manufacturing company);
Cardean Learning Group
(provider of educational
services via the internet); Trustee, Northern Mutual Fund Complex
(58 Portfolios).
|
Interested
Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
Office and
|
|
|
|
Fund
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
|
Name,
|
|
Held with
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
*Alan A. Shuch
Age: 57
|
|
Trustee
|
|
Since 1990
|
|
Advisory Director GSAM (May 1999-Present); Consultant to GSAM (December 1994 May 1999); and Limited Partner, Goldman Sachs (December 1994 May 1999).
Trustee Goldman Sachs Mutual Fund Complex (registered investment companies).
|
|
97
|
|
|
|
None
|
|
*Kaysie P.
Uniacke
Age: 46
|
|
President &
Nominee
|
|
President
Since 2002
|
|
Managing Director,
Goldman Sachs
(1997- Present).
|
|
97
|
|
None
|
|
|
|
|
Trustee From 2001
to January 2007
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment
companies).
|
|
|
|
|
|
|
|
|
|
Nominated to be
Elected as Trustee
in 2007
|
|
President Goldman
Sachs Mutual Fund
Complex (2002-
Present)
(registered
investment
companies).
|
|
|
|
|
|
|
|
|
|
|
Assistant
Secretary Goldman
Sachs Mutual Fund
Complex (1997-2002)
(registered
investment
companies).
|
|
|
|
|
|
|
|
|
|
|
Trustee Gettysburg
College.
|
|
|
|
|
|
|
|
*
|
|
Mr. Shuch and Ms. Uniacke are considered to be
Interested Trustees because they hold positions with
Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Mr. Shuch and Ms. Uniacke also hold
comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate
thereof is the investment adviser, administrator and/or distributor.
|
|
1
|
|
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New
York Plaza, 37
th
Floor, New York, New York, 10004, Attn: Peter V. Bonanno.
|
|
|
|
2
|
|
Each Trustee holds office for an indefinite term until the earliest of: (a) the
election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of
Trustees or shareholders, in accordance with the Trusts Declaration of Trust; (c) the date the
Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of
Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of
the Trust.
|
|
|
|
3
|
|
The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable
Insurance Trust. As of May 10, 2007, the Trust consisted of 85
portfolios (not including the Fund described in this Additional
Statement), and Goldman Sachs Variable Insurance Trust consisted of 12
portfolios.
|
|
|
|
4
|
|
This column includes only directorships of companies required to report to the SEC
under the Securities Exchange Act of 1934 (
i.e.
, public companies) or other investment companies
registered under the Act.
|
|
B-59
Officers of the Trust
Information pertaining to the officers of the Trust is set forth below.
Officers of the Trust
|
|
|
|
|
|
|
|
|
Position(s)
|
|
|
|
|
|
|
Held
|
|
Term of Office
|
|
|
Name, Age
|
|
with
|
|
and Length of
|
|
Principal Occupation(s)
|
and Address
|
|
the Trust
|
|
Time
Served
1
|
|
During past 5 Years
|
Kaysie P. Uniacke
32 Old Slip
New York, NY 10005
Age: 46
|
|
President
|
|
Since 2002
|
|
Managing Director, Goldman Sachs (1997-Present).
Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies) (2001-January 2007).
President Goldman Sachs Mutual Fund Complex
(registered investment companies).
Assistant Secretary Goldman Sachs Mutual Fund
Complex (19972002) (registered investment
companies).
Trustee, Gettysburg College.
|
|
|
|
|
|
|
|
James McNamara
32 Old Slip
New York, NY 10005
Age: 44
|
|
Senior Vice
President
|
|
Since 2001
|
|
Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales,
GSAM (April 1998December 2000); and Senior Vice
President and Manager, Dreyfus Institutional
Service Corporation (January 1993 April 1998).
Senior Vice PresidentGoldman Sachs Mutual Fund
Complex
(registered investment companies).
Trustee Goldman Sachs Mutual Fund Complex
(registered investment companies) (December
2002-May 2004).
|
|
|
|
|
|
|
|
James A. Fitzpatrick
71 South Wacker Drive
Chicago, IL 60606
Age: 47
|
|
Vice President
|
|
Since 1997
|
|
Managing Director, Goldman Sachs (October 1999Present); and Vice President of GSAM (April 1997December 1999).
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Jesse Cole
71 South Wacker Drive
Chicago, IL 60606
Age: 43
|
|
Vice President
|
|
Since 1998
|
|
Managing Director, Goldman Sachs (December 2006-present); Vice President, GSAM (June
1998-Present); and Vice President, AIM Management
Group, Inc. (investment adviser) (April 1996June
1998).
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Kerry K. Daniels
71 South Wacker Drive
Chicago, IL 60606
Age: 44
|
|
Vice President
|
|
Since 2000
|
|
Manager, Financial Control Shareholder Services,
Goldman Sachs (1986-Present).
Vice President Goldman Sachs Mutual Fund Complex
(registered investment companies).
|
B-60
Officers of the Trust
|
|
|
|
|
|
|
|
|
Position(s)
|
|
|
|
|
|
|
Held
|
|
Term of Office
|
|
|
Name, Age
|
|
with
|
|
and Length of
|
|
Principal Occupation(s)
|
and Address
|
|
the Trust
|
|
Time Served
1
|
|
During past 5 Years
|
John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 42
|
|
Senior Vice
President and
Treasurer
|
|
Since 1997
|
|
Managing Director, Goldman Sachs (November 2003
Present) and Vice President, Goldman Sachs (July 1995-November 2003).
Treasurer and Senior Vice President Goldman
Sachs Mutual Fund Complex (registered investment
companies).
|
|
|
|
|
|
|
|
Philip V. Giuca, Jr.
32 Old Slip
New York, NY 10005
Age: 45
|
|
Assistant Treasurer
|
|
Since 1997
|
|
Vice President, Goldman Sachs (May 1992-Present).
Assistant Treasurer Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Peter Fortner
32 Old Slip
New York, NY 10005
Age: 49
|
|
Assistant Treasurer
|
|
Since 2000
|
|
Vice President, Goldman Sachs (July
2000-Present); Associate, Prudential Insurance
Company of America (November 1985June 2000); and
Assistant Treasurer, certain closed-end funds
administered by Prudential (1999 and 2000).
Assistant Treasurer Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Kenneth G. Curran
32 Old Slip
New York, NY 10005
Age: 43
|
|
Assistant Treasurer
|
|
Since 2001
|
|
Vice President, Goldman Sachs (November
1998-Present); and Senior Tax Manager, KPMG Peat
Marwick (accountants) (August 1995October 1998).
Assistant Treasurer Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Scott McHugh
32 Old Slip
New York, NY 10005
Age: 35
|
|
Assistant Treasurer
|
|
Since 2007
|
|
Vice President, Goldman Sachs (February 2007-Present); Director, Deutsche Asset Management or
its predecessor (1998-2007); Assistant Treasurer
of certain mutual funds administered by DWS
Scudder (2005-2007).
Assistant Treasurer Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
B-61
Officers of the Trust
|
|
|
|
|
|
|
|
|
Position(s)
|
|
|
|
|
|
|
Held
|
|
Term of Office
|
|
|
Name, Age
|
|
with
|
|
and Length of
|
|
Principal Occupation(s)
|
and Address
|
|
the Trust
|
|
Time Served
1
|
|
During past 5 Years
|
Peter V. Bonanno
32 Old Slip
New York, NY 10005
Age: 39
|
|
Secretary
|
|
Since 2006
|
|
Managing Director, Goldman Sachs (December 2006-Present); Associate General Counsel, Goldman Sachs
(2002Present); Vice President (1999-2006) and
Assistant General Counsel, Goldman Sachs
(1999-2002).
Secretary Goldman Sachs Mutual Fund Complex
(registered investment companies).
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies)
(2003-2006).
|
|
|
|
|
|
|
|
Dave Fishman
32 Old Slip
New York, NY 10005
Age: 42
|
|
Assistant
Secretary
|
|
Since 2001
|
|
Managing Director, Goldman Sachs (December 2001Present); and Vice President, Goldman Sachs
(1997December 2001).
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Danny Burke
32 Old Slip
New York, NY 10005
Age: 44
|
|
Assistant
Secretary
|
|
Since 2001
|
|
Vice President, Goldman Sachs
(1987 Present).
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Elizabeth D. Anderson
32 Old Slip
New York, NY 10005
Age: 37
|
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Assistant
Secretary
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Since 1997
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Managing Director, Goldman Sachs (December 2002
Present); Vice President, Goldman Sachs
(1997-December 2002) and Fund Manager, GSAM
(April 1996Present).
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
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1
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Officers hold office at the pleasure of the Board of Trustees or until their
successors are duly elected and qualified. Each officer holds comparable positions with certain
other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser,
administrator and/or distributor.
|
Standing Board Committees
The
Board of Trustees has established six standing committees in connection with their
governance of the Fund Audit, Governance and Nominating, Compliance, Valuation, Dividend,
and Contract Review.
The Audit Committee oversees the audit process and provides assistance to the full Board of
Trustees with respect to fund accounting, tax compliance and financial statement matters. In
performing its responsibilities, the Audit Committee selects and recommends annually to the entire
Board of Trustees an independent registered public accounting firm to audit the books and records
of the Trust for the ensuing year, and reviews with the firm the scope and results of each audit.
All of the Independent
B-62
Trustees
serve on the Audit Committee. The Audit Committee held three meetings during the
fiscal year ended March 31, 2007.
The Governance and Nominating Committee has been established to: (i) assist the Board of
Trustees in matters involving mutual fund governance and industry practices; (ii) select and
nominate candidates for appointment or election to serve as Trustees who are not interested
persons of the Trust or its investment adviser or distributor (as defined by the Act); and (iii)
advise the Board of Trustees on ways to improve its effectiveness. All of the Independent Trustees
serve on the Governance and Nominating Committee. The Governance and Nominating Committee held
three meetings during the fiscal year ended March 31, 2007. As stated above, each Trustee holds
office for an indefinite term until the occurrence of certain events. In filling Board vacancies,
the Governance and Nominating Committee will consider nominees recommended by shareholders.
Nominee recommendations should be submitted to the Trust at its mailing address stated in the
Funds Prospectuses and should be directed to the attention of Goldman Sachs Trust Governance and
Nominating Committee.
The Compliance Committee has been established for the purpose of overseeing the compliance
processes: (i) of the Fund; and (ii) insofar as they relate to services provided to the Fund, of
the Funds investment advisers, distributor, administrator (if any), and transfer agent, except
that compliance processes relating to the accounting and financial reporting processes, and certain
related matters, are overseen by the Audit Committee. In addition, the Compliance Committee
provides assistance to the full Board of Trustees with respect to compliance matters. The
Compliance Committee met two times during the fiscal year ended
March 31, 2007. All of the
Independent Trustees serve on the Compliance Committee.
The Valuation Committee is authorized to act for the Board of Trustees in connection with the
valuation of portfolio securities held by the Fund in accordance with the Trusts Valuation
Procedures. Mr. Shuch and Ms. Uniacke serve on the Valuation Committee. During the fiscal year
ended March 31, 2007, the Valuation Committee held twelve meetings.
The Dividend Committee is authorized, subject to the ratification of Trustees who are not
members of the committee, to declare dividends and capital gain
distributions consistent with the
Funds Prospectus. Ms. Uniacke and Mr. Perlowski serve on the Dividend Committee. During the
fiscal year ended March 31, 2007, the Dividend Committee held twelve meetings with respect to all of the Funds of
the Trust (not including the Fund included in this Additional
Statement which had not commenced operations prior to the date of
this Additional Statement).
The Contract Review Committee has been established for the purpose of overseeing the processes
of the Board of Trustees for approving and monitoring the Funds investment management,
distribution, transfer agency and other agreements with the Funds investment advisers and their
affiliates. The Contract Review Committee is also responsible for overseeing the Board of Trustees
processes for approving and reviewing the operation of the Funds distribution, service,
shareholder administration and other plans, and any agreements related to the plans, whether or not
such plans and agreements are adopted pursuant to Rule 12b-1 under the 1940 Act. The Contract
Review Committee also provides appropriate assistance to the Board of Trustees in connection with
the Boards approval, oversight and review of the Funds other service providers including, without
limitation, the Funds custodian/accounting agent, sub-transfer agents, professional (legal and
accounting) firms and printing
B-63
firms. The
Contract Review Committee met three times during the fiscal year
ended March 31,
2007. All of the Independent Trustees serve on the Contract Review Committee.
Trustee Ownership of Fund Shares
The following table shows the dollar range of shares beneficially owned by each Trustee in the
Funds and other portfolios of the Trust and Goldman Sachs Variable
Insurance Trust as of December 31, 2006.
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Aggregate Dollar Range of
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Equity Securities in All
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Dollar Range of
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Portfolios in Fund Complex
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Name of Trustee
|
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Equity Securities in the Fund
1
|
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Overseen By Trustee
2
|
Ashok N. Bakhru
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None
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Over $100,000
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John P. Coblentz, Jr.
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None
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Over $100,000
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Diana M.
Daniels
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None
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None
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Patrick T. Harker
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None
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Over $100,000
|
|
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Jessica
Palmer
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None
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None
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Alan A. Shuch
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None
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Over $100,000
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|
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Richard P. Strubel
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None
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Over $100,000
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|
|
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Kaysie P.
Uniacke
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None
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Over $100,000
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1
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The Fund commenced operations on August 31, 2007.
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2
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Includes the Trust and Goldman Sachs Variable Insurance
Trust. As of December 31, 2006, the Trust consisted of 65 portfolios (not including the Fund described in this Additional
Statement which had not yet been established on that date), and Goldman Sachs Variable Insurance Trust consisted of 12 portfolios.
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As
of July 31, 2007, the Trustees and officers of the Trust as a group owned less than 1%
of the outstanding shares of beneficial interest of each Fund.
Board Compensation
The Trust pays each Independent Trustee an annual fee for his or her services as a Trustee of
the Trust, plus an additional fee for each regular and special telephonic Board meeting, Governance
and Nominating Committee, Compliance Committee, Contract Review Committee and Audit Committee
meeting attended by such Trustee. The Independent Trustees are also reimbursed for travel expenses
incurred in connection with attending such meetings. The Trust may also pay the incidental costs
of a Trustee to attend training or other types of conferences relating to the investment company
industry.
B-64
The following table sets forth certain information with respect to the compensation of each Trustee
of the Trust for the fiscal year ended March 31, 2007
Trustee Compensation
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Total Compensation
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Pension or Retirement
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From Fund Complex
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Aggregate Compensation
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Benefits Accrued as Part
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(including the
|
Name of Trustee
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from the Portfolios*
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of the Trusts Expenses
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Portfolios)**
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Ashok N. Bakhru
1
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$0
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$0
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$244,946
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John P. Coblentz, Jr.
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0
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0
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165,640
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Diana M. Daniels
2
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0
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0
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0
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Patrick T. Harker
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0
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0
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157,640
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Jessica Palmer
2
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0
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0
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0
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Alan A. Shuch
3
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0
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0
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0
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Richard P. Strubel
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0
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|
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0
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165,640
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Kaysie P. Uniacke
3
|
|
|
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0
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|
|
0
|
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|
|
0
|
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|
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*
|
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Represents fees paid to each Trustee during the fiscal year ended March 31, 2007. The Fund was
not in operation as of March 31, 2007.
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**
|
|
Represents fees paid to each Trustee during the calendar year ended December 31, 2006 from the
Fund Complex. The Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust.
The Trust consisted of 65 portfolios, not including the Fund described in this Additional
Statement, and Goldman Sachs Variable Insurance Trust consisted of 12 portfolios as of December 31,
2006.
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1
|
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Includes compensation as Board Chairman.
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2
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Ms. Daniels and Ms. Palmer were elected to the Board on August 3, 2007, and as such,
were not compensated during the calendar year ended December 31, 2006.
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3
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Mr. Shuch and Ms. Uniacke are Interested Trustees, and as such, receive no
compensation from the Fund or the Fund Complex. Ms. Uniacke was elected to the Board on August 3,
2007.
|
Miscellaneous
Class A Shares of the Fund may be sold at net asset value without payment of any sales charge
to Goldman Sachs, its affiliates and their respective officers, partners, directors or employees
(including retired employees and former partners), any partnership of which Goldman Sachs is a
general partner, any Trustee or officer of the Trust and designated family members of any of the
above individuals. These and the Funds other sales load waivers are due to the nature of the
investors and/or the reduced sales effort and expense that are needed to obtain such investments.
The Trust, its Investment Advisers and principal underwriter have adopted codes of ethics
under Rule 17j-1 of the Act that permit personnel subject to their particular codes of ethics to
invest in securities, including securities that may be purchased or held by the Fund.
MANAGEMENT SERVICES
As
stated in the Funds Prospectuses, GSAM (formerly Goldman Sachs Funds Management,
L.P.), 32 Old Slip, New York, New York 10005, serves as the
Investment Adviser to the Fund, pursuant to a Management Agreement. GSAM is a subsidiary of The Goldman Sachs
Group, Inc. and an affiliate of Goldman Sachs.
B-65
See Service
Providers in the Funds Prospectuses for a description of the applicable Investment Advisers
duties to the Fund.
Founded in 1869, Goldman Sachs is among the oldest and largest investment banking firms in the
United States. Goldman Sachs is a leader in developing portfolio strategies and in many fields of
investing and financing, participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. Goldman Sachs is also among the principal market
sources for current and thorough information on companies, industrial sectors, markets, economies
and currencies, and trades and makes markets in a wide range of equity and debt securities 24 hours
a day. The firm is headquartered in New York with offices in countries throughout the world. It
has trading professionals throughout the United States, as well as in London, Tokyo, Hong Kong and
Singapore. The active participation of Goldman Sachs in the worlds financial markets enhances its
ability to identify attractive investments. Goldman Sachs has agreed to permit the Fund to use
the name Goldman Sachs or a derivative thereof as part of
the Funds name for as long as the
Funds Management Agreement is in effect.
The
Investment Adviser is able to draw on the substantial research and market expertise of
Goldman Sachs, whose investment research effort is one of the largest in the industry. The Goldman
Sachs Global Investment Research Department covers approximately 1,800 securities, more than 50
economies and over 25 stock markets. The in-depth information and analyses generated by Goldman
Sachs research analysts are available to the Investment Adviser.
In addition, many of Goldman Sachs economists, securities analysts, portfolio strategists and
credit analysts have consistently been highly ranked in respected industry surveys conducted in the
United States and abroad. Goldman Sachs is also among the leading investment firms using
quantitative analytics (now used by a growing number of investors) to structure and evaluate
portfolios. For example, Goldman Sachs options evaluation model analyzes a securitys term,
coupon and call option, providing an overall analysis of the securitys value relative to its
interest risk.
B-66
The fixed-income research capabilities of Goldman Sachs available to the Investment Adviser
include the Goldman Sachs Fixed Income Research Department and the Credit Department. The Fixed
Income Research Department monitors developments in U.S. and foreign fixed-income markets, assesses
the outlooks for various sectors of the markets and provides relative value comparisons, as well as
analyzes trading opportunities within and across market sectors. The Fixed Income Research
Department is at the forefront in developing and using computer-based tools for analyzing
fixed-income securities and markets, developing new fixed-income products and structuring portfolio
strategies for investment policy and tactical asset allocation decisions. The Credit Department
tracks specific governments, regions and industries and from time to time may review the credit
quality of a Funds investments.
In addition to fixed-income research and credit research, the Investment Adviser, in managing
Global Income Fund and Emerging Markets Debt Fund, is supported by Goldman Sachs economics
research. The Economics Research Department, based in London, conducts economic, financial and
currency markets research which analyzes economic trends and interest and exchange rate movements
worldwide. The Economics Research Department tracks factors such as inflation and money supply
figures, balance of trade figures, economic growth, commodity prices, monetary and fiscal policies,
and political events that can influence interest rates and currency trends. The success of Goldman
Sachs international research team has brought wide recognition to its members. The team has
earned top rankings in various external surveys such as Pensions and Investments, Forbes and
Dalbar. These rankings acknowledge the achievements of the firms economists, strategists and
equity analysts.
In allocating assets in the Core Plus Fixed Income Funds, Investment Grade Credit Funds,
Global Income Funds and Emerging Markets Debt Funds portfolios among currencies, the Investment
Adviser will have access to the Global Asset Allocation Model. The model is based on the
observation that the prices of all financial assets, including foreign currencies, will adjust
until investors globally are comfortable holding the pool of outstanding assets. Using the model,
the Investment Adviser will estimate the total returns from each currency sector which are
consistent with the average investor holding a portfolio equal to the market capitalization of the
financial assets among those currency sectors. These estimated equilibrium returns are then
combined with the expectations of Goldman Sachs research professionals to produce an optimal
currency and asset allocation for the level of risk suitable for a Fund given its investment
objectives and criteria.
The
Management Agreement provides that GSAM, in its capacity as Investment
Adviser, may render similar services to others so long as the services under the Management
Agreement are not impaired thereby. The Funds Management
Agreement was approved by the
Trustees of the Trust, including a majority of the Trustees of the Trust who are not parties to
such agreements or interested persons (as such term is defined in the Act) of any party thereto
(the non-interested Trustees), on June 13, 2007. A discussion regarding the
B-67
Trustees
basis for approving the Management Agreement will be available in
the Trusts annual report dated February 29, 2008.
The Management Agreement will terminate automatically if assigned (as defined in the Act).
The Management Agreement is also terminable at any time without penalty by the Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the Fund on 60
days written notice to the applicable Investment Adviser and by the Investment Adviser on 60 days
written notice to the Trust.
Pursuant
to the Management Agreement, the Investment Adviser is entitled to
receive a fee, payable monthly, at the annual rate of 0.33% of the
Funds first $1 billion of average daily net assets, 0.30% of the
Funds next $1 billion of average daily net assets, and 0.28% of
the Funds average daily net assets over $2 billion. In
addition, as of the date of this Additional Statement, the Investment
Adviser was voluntarily
waiving a portion of its management fee equal to 0.08%
based on the
average daily net assets of the Fund.
B-68
The Investment Adviser performs administrative services for the applicable Funds under the
Management Agreement. Such administrative services include, subject to the general supervision of
the Trustees of the Trust, (i) providing supervision of all aspects of the Funds non-investment
operations (other than certain operations performed by others pursuant to agreements with the
Fund); (ii) providing the Fund, to the extent not provided pursuant to the agreement with the
Trusts custodian, transfer and dividend disbursing agent or agreements with other institutions,
with personnel to perform such executive, administrative and clerical services as are reasonably
necessary to provide effective administration of the Fund; (iii) arranging, to the extent not
provided pursuant to such agreements, for the preparation, at the
Funds expense, of the Funds
tax returns, reports to shareholders, periodic updating of the Funds prospectuses and statements
of additional information, and reports filed with the SEC and other regulatory authorities; (iv)
providing the Fund, to the extent not provided pursuant to such agreements, with adequate office
space and certain related office equipment and services; and (v) maintaining all of the Funds
records other than those maintained pursuant to such agreements.
B-69
Conflicts of Interest
. The Investment Advisers portfolio managers are often
responsible for managing the Fund as well as other accounts, including proprietary
accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds.
A portfolio manager may manage a separate account or other pooled investment vehicle which may
have materially higher fee arrangements than the Fund and may also have a performance-based fee.
The side-by-side management of these funds may raise potential conflicts of interest relating to
cross trading, the allocation of investment opportunities and the aggregation and allocation of
trades.
The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair
and equitable manner. The Investment Adviser seeks to provide best execution of all securities
transactions and aggregate and then allocate securities to client accounts in a fair and timely
manner. To this end, the Investment Adviser has developed policies and procedures designed to
mitigate and manage the potential conflicts of interest that may arise from side-by-side
management. In addition, the Investment Adviser and the Fund have adopted policies limiting the
circumstances under which cross-trades may be effected between the Fund and another client account.
The Investment Adviser conducts periodic reviews of trades for consistency with these policies.
For more information about conflicts of interests that may arise in connection with the portfolio
managers management of the Funds investments and the investments of other accounts, see
Potential Conflicts of Interest Potential Conflicts Relating to the Allocation of Investment
Opportunities Among the Fund and Other Goldman Sachs Accounts and Potential Conflicts Relating to
Goldman Sachs and the Investment Advisers Proprietary Activities and Activities on Behalf of
Other Accounts.
B-70
Portfolio
Managers Other Accounts Managed by the Portfolio Managers
The
following tables disclose other accounts within each type of category
listed below for which the portfolio managers are jointly and
primarily responsible for day to day portfolio management.
|
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|
|
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|
|
|
|
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|
|
|
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|
Number of Other Accounts Managed and Total Assets by Account
|
|
|
|
|
|
Number of Accounts and Total Assets for Which Advisory Fee is
|
|
|
Type*
|
|
Performance Based*
|
|
|
Registered
|
|
|
|
|
|
|
|
|
|
Registered
|
|
|
|
|
|
|
Investment
|
|
Other Pooled
|
|
|
|
|
|
Investment
|
|
Other Pooled
|
|
|
|
|
Companies
|
|
Investment Vehicles
|
|
Other Accounts
|
|
Companies
|
|
Investment Vehicles
|
|
Other Accounts
|
|
|
Number
|
|
|
|
Number
|
|
|
|
Number
|
|
|
|
Number
|
|
|
|
Number
|
|
|
|
Number
|
|
|
Name of Portfolio
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
Manager
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
Jonathan Beinner
|
|
31
|
|
$26,361
|
|
60
|
|
$26,873
|
|
1,718
|
|
$141,596
|
|
|
|
|
|
15
|
|
$7,738
|
|
50
|
|
$19,669
|
Thomas J. Kenny
|
|
31
|
|
$26,361
|
|
60
|
|
$26,873
|
|
1,718
|
|
$141,596
|
|
|
|
|
|
15
|
|
$7,738
|
|
50
|
|
$19,669
|
James B. Clark
|
|
14
|
|
$7,456
|
|
25
|
|
$11,794
|
|
247
|
|
$55,837
|
|
|
|
|
|
7
|
|
$5,900
|
|
4
|
|
$2,164
|
Christopher Sullivan
|
|
14
|
|
$7,456
|
|
25
|
|
$11,794
|
|
247
|
|
$55,837
|
|
|
|
|
|
7
|
|
$5,900
|
|
4
|
|
$2,164
|
James McCarthy
|
|
8
|
|
$4,872
|
|
1
|
|
$475
|
|
67
|
|
$16,284
|
|
|
|
|
|
|
|
|
|
7
|
|
$4,926
|
Mark VanWyk
|
|
22
|
|
$12,328
|
|
26
|
|
$12,269
|
|
314
|
|
$72,121
|
|
|
|
|
|
7
|
|
$5,900
|
|
11
|
|
$7,090
|
Nick Griffiths
|
|
|
|
|
|
1
|
|
$649
|
|
17
|
|
$5,531
|
|
|
|
|
|
|
|
|
|
2
|
|
$980
|
* This information is as of August 31, 2007.
B-71
Portfolio Managers Compensation
The
Investment Advisers Fixed Income Teams (the Fixed Income Team) compensation package
for its portfolio managers is comprised of a base salary and performance bonus. The base salary is
fixed. However, the performance bonus is a function of each portfolio managers individual
performance; the Fixed Income Teams total revenues for the past year which in part is derived from
advisory fees and for certain accounts, performance based fees; his or her contribution to the
overall performance of the Fixed Income Team; the performance of GSAM; the profitability of
Goldman, Sachs & Co.; and anticipated compensation levels among competitor firms. Portfolio
managers are rewarded for their ability to outperform a benchmark while managing risk exposure.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (1) overall pre-tax portfolio performance; (2) consistency of performance across accounts
with similar profiles; (3) compliance with risk budgets; and (4) communication with other portfolio
managers within the research process. In addition, the following factors involving the overall
performance of the investment style team are also considered when the amount of performance bonus
is determined: (1) whether the teams performance exceeded performance benchmarks over one-year
and three-year periods (for Fund specific benchmarks please see below); (2) whether the team
managed portfolios within a defined range around a targeted tracking error; (3) whether the team
performed consistently with objectives and client commitments; (4) whether the team achieved top
tier rankings and ratings (a consideration secondary to the above); and (5) whether the team
managed all similarly mandated accounts in a consistent manner.
B-72
The
benchmark for measuring performance of the Fund is the Lehman
Brothers U.S. TIPS Index.
Other Compensation
. In addition to base salary and performance bonus, the Investment
Adviser has a number of additional benefits/deferred compensation programs for all portfolio
managers in place including: (i) a 401(k) program that enables employees to direct a percentage of
their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing
program to which Goldman, Sachs & Co. makes a pretax contribution; and (iii) investment opportunity
programs in which certain professionals are eligible to participate subject to certain net worth
requirements. Portfolio managers may also receive grants of restricted stock units and/or stock
options as part of their compensation.
Certain GSAM portfolio managers may also participate in the firms Partner Compensation Plan,
which covers many of the firms senior executives. In general, under the Partner Compensation
Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of
an equity-based award) that is linked to Goldman Sachs overall financial performance.
Portfolio
Managers Portfolio Managers Ownership of Shares in the Fund They Manage
The
Fund was not in operation prior to the date of this Additional
Statement. Consequently, as of the date of this Additional Statement,
the Funds portfolio managers own no securities issued
by the Fund.
B-73
POTENTIAL CONFLICTS OF INTEREST
Summary
The Goldman Sachs Group, Inc. is a worldwide, full-service investment banking, broker-dealer,
asset management and financial services organization, and a major participant in global financial
markets. As such, it acts as an investor, investment banker, research provider, investment
manager, investment adviser, financier, advisor, market maker, proprietary trader, prime broker,
lender and agent, and has other direct and indirect interests in the global fixed income, currency,
commodity, equity and other markets in which the Fund invests. As a result, The Goldman Sachs
Group, Inc., the asset management division of Goldman Sachs, the Investment Adviser, and its
affiliates, directors, partners, trustees, managers, members, officers and employees (collectively
for purposes of this Potential Conflicts of Interest section, Goldman Sachs), including those
who may be involved in the management, sales, investment activities, business operations or
distribution of the Fund, are engaged in businesses and have interests other than that of managing
the Fund. The Fund will not be entitled to compensation related to such businesses. These
activities and interests include potential multiple advisory, transactional, financial and other
interests in securities, instruments and companies that may be directly or indirectly purchased or
sold by the Fund and its service providers. Such additional businesses and interests may give rise
to potential conflicts of interest. The following is a brief summary description of certain of
these potential conflicts of interest:
|
|
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While the Investment Adviser will make decisions for the Fund in accordance with its
obligations to manage the Fund appropriately, the fees, allocations, compensation and other
benefits to Goldman Sachs (including benefits relating to business relationships of Goldman
Sachs) arising from those decisions may be greater as a result of certain portfolio,
investment, service provider or other decisions made by the Investment Adviser than they
would have been had other decisions been made which also might have been appropriate for
the Fund.
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B-74
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Goldman Sachs, its sales personnel and other financial service providers may have
conflicts associated with their promotion of the Fund or other dealings with the Fund that
would create incentives for them to promote the Fund.
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While the allocation of investment opportunities among Goldman Sachs, the Fund and other
funds and accounts managed by Goldman Sachs may raise potential conflicts because of
financial or other interests of Goldman Sachs or its personnel, the Investment Adviser will
not make allocation decisions solely based on such factors.
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The Investment Adviser will give advice to and make investment decisions for the Fund as
it believes is in the fiduciary interests of the Fund. Advice given to the Fund or
investment decisions made for the Fund may differ from, and may conflict with, advice given
or investment decisions made for Goldman Sachs or other funds or accounts. For example,
other funds or accounts managed by the Investment Adviser may sell short securities of an
issuer in which the Fund has taken, or will take, a long position in the same securities.
Actions taken with respect to Goldman Sachs or other funds or accounts may adversely impact
the Fund, and actions taken by the Fund may benefit Goldman Sachs or other funds or
accounts.
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The Investment Adviser may buy for the Fund securities or obligations of issuers in
which Goldman Sachs or other funds or accounts have made, or are making, an investment in
securities or obligations that are subordinate or senior to securities of the Fund. For
example, the Fund may invest in debt securities of an issuer at the same time that Goldman
Sachs or other funds or accounts are investing, or currently have an investment, in equity
securities of the same issuer. To the extent that the issuer experiences financial or
operational challenges which may impact the price of its securities and its ability to meet
its obligations, decisions by Goldman Sachs (including the Investment Adviser) relating to
what actions to be taken may also raise conflicts of interests and Goldman Sachs may take
actions for certain accounts that have negative impacts on other advisory accounts.
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Goldman Sachs personnel may have varying levels of economic and other interests in
accounts or products promoted or managed by such personnel as compared to other accounts or
products promoted or managed by them.
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Goldman Sachs will be under no obligation to provide to the Fund, or effect transactions
on behalf of the Fund in accordance with, any market or other information, analysis,
technical models or research in its possession. Goldman Sachs may have information
material to the management of the Fund and may not share that information with relevant
personnel of the Investment Adviser.
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To the extent permitted by applicable law, the Fund may enter into transactions in which
Goldman Sachs acts as principal, or in which Goldman Sachs acts on behalf of the Fund
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B-75
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the other parties to such transactions. Goldman Sachs will have potentially conflicting
interests in connection with such transactions.
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Goldman Sachs may act as broker, dealer, agent, lender or otherwise for the Fund and
will retain all commissions, fees and other compensation in connection therewith.
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Securities traded for the Fund may, but are not required to, be aggregated with trades
for other funds or accounts managed by Goldman Sachs. When transactions are aggregated but
it is not possible to receive the same price or execution on the entire volume of
securities purchased or sold, the various prices may be averaged, and the Fund will be
charged or credited with the average price. Thus, the effect of the aggregation may
operate on some occasions to the disadvantage of the Fund.
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Products and services received by the Investment Adviser or its affiliates from brokers
in connection with brokerage services provided to the Fund and other funds or accounts
managed by Goldman Sachs may disproportionately benefit other of such funds and accounts
based on the relative amounts of brokerage services provided to the Fund and such other
funds and accounts.
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While the Investment Adviser will make proxy voting decisions as it believes appropriate
and in accordance with the Investment Advisers policies designed to help avoid conflicts
of interest, proxy voting decisions made by the Investment Adviser with respect to the
Funds portfolio securities may favor the interests of other clients or businesses of other
divisions or units of Goldman Sachs.
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Regulatory restrictions (including relating to the aggregation of positions among
different funds and accounts) and internal Goldman Sachs policies may restrict investment
activities of the Fund. Information held by Goldman Sachs could have the effect of
restricting investment activities of the Fund.
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Prospective investors should carefully review the following section of this document which
more fully describes these and other potential conflicts of interest presented by Goldman Sachs
other businesses and interests.
As a registered investment adviser under the Advisers Act, the Investment Adviser is required
to file a Form ADV with the SEC. Form ADV contains information about assets under management,
types of fee arrangements, types of investments, potential conflicts of interest, and other
relevant information regarding the Investment Adviser. A copy of Part 1 of the Investment
Advisers Form ADV is available on the SECs website (www.adviserinfo.sec.gov).
B-76
Potential Conflicts Relating to Portfolio Decisions, the Sale of Fund Shares and the Allocation
of Investment Opportunities
Goldman Sachs Other Activities May Have an Impact on the Fund
The Investment Adviser makes decisions for the Fund in accordance with its obligations as the
Investment Adviser of the Fund. However, Goldman Sachs other activities may have a negative
effect on the Fund. As a result of the various activities and interests of Goldman Sachs as
described in the first paragraph under Summary above, it is likely that the Fund will have
multiple business relationships with and will invest in, engage in transactions with, make voting
decisions with respect to, or obtain services from entities for which Goldman Sachs performs or
seeks to perform investment banking or other services. It is also likely that the Fund will
undertake transactions in securities in which Goldman Sachs makes a market or otherwise has other
direct or indirect interests. In addition, while the Investment Adviser will make decisions for
the Fund in accordance with its obligations to manage the Fund appropriately, the fees,
allocations, compensation and other benefits (including benefits relating to business relationships
of Goldman Sachs) arising from those decisions may be greater as a result of certain portfolio,
investment, service provider or other decisions made by the
Investment Adviser for the Fund than they would have been had other decisions been made which also
might have been appropriate for the Fund.
Goldman Sachs conducts extensive broker-dealer, banking and other activities around the world
and operates a business known as Goldman Sachs Security Services (GSS) which provides prime
brokerage, administrative and other services to clients which may involve funds, markets and
securities in which the Fund invests. These businesses will give GSS and many other parts of
Goldman Sachs broad access to the current status of certain markets, investments and funds and
detailed knowledge about fund operators. In addition, with respect to advisory account that
invests in funds, given Goldman Sachs scale of activity in the prime brokerage market, it is
likely that Goldman Sachs will act as a prime broker to one or more funds in which such advisory
account may invest, in which case Goldman Sachs will have direct knowledge concerning the
investments and transactions of such funds. As a result of the activities described in this
paragraph and the access and knowledge arising from those activities, parts of Goldman Sachs may be
in possession of information in respect of markets, investments and funds, which, if known to the
Investment Adviser, might cause the Investment Adviser to seek to dispose of, retain or increase
interests in investments held by the Fund or acquire certain positions on behalf of the Fund.
Goldman Sachs will be under no duty to make any such information available to the Fund or personnel
of the Investment Adviser making investment decisions on behalf of the Fund. In general, personnel
of the Investment Adviser making investment decisions will make decisions based solely upon
information known by such decision makers without regard to information known by other Goldman
Sachs personnel.
B-77
Goldman Sachs Financial and Other Interests and Relationships May Incentivize Goldman Sachs
to Promote the Sale of Fund Shares
Goldman Sachs, its personnel and other financial service providers, have interests in
promoting sales of the Fund. With respect to both Goldman Sachs and its personnel, the
remuneration and profitability relating to services to and sales of the Fund or other products may
be greater than the remuneration and profitability relating to services to and sales of other
products that might be provided or offered. Goldman Sachs and its sales personnel may directly or
indirectly receive a portion of the fees and commissions charged to the Fund or its shareholders.
Goldman Sachs and its advisory or other personnel may also benefit from increased amounts of assets
under management. Fees and commissions may also be higher than for other products or services, and
the remuneration and profitability to Goldman Sachs and such personnel resulting from transactions
on behalf of or management of the Fund may be greater than the remuneration and profitability
resulting from other funds or products.
Conflicts may arise in relation to sales-related incentives. Goldman Sachs and its personnel
may receive greater compensation or greater profit in connection with the Fund than with an account
advised by an unaffiliated investment adviser. Differentials in compensation may be related to the
fact that Goldman Sachs may pay a portion of its advisory fee to the unaffiliated investment
adviser, or to other compensation arrangements, including for portfolio management, brokerage
transactions or account servicing. Any differential in compensation may create a financial
incentive on the part of Goldman Sachs and its personnel to recommend the Fund over other accounts
or products managed by unaffiliated investment advisers or to effect transactions differently in
the Fund as compared to other accounts or products.
Goldman Sachs may also have relationships with, and purchase, or distribute or sell, services
or products from or to, distributors, consultants and others who recommend the Fund, or who engage
in transactions with or for the Fund. For example, Goldman Sachs regularly participates in
industry and consultant sponsored conferences and may purchase educational, data related or other
services from consultants or other third parties that it deems to be of value to its personnel and
its business. The products and services purchased from consultants may include, but are not
limited to, those that help Goldman Sachs understand the consultants points of view on the
investment management process. Consultants and other parties that provide consulting or other
services to potential investors in the Fund may receive fees from Goldman Sachs or the Fund in
connection with the distribution of shares in the Fund or other Goldman Sachs products. For
example, Goldman Sachs may enter into revenue or fee sharing arrangements with consultants, service
providers, and other intermediaries relating to investments in mutual funds, collective trusts, or
other products or services offered or managed by the Investment Adviser. Goldman Sachs may also
pay a fee for membership in industry-wide or state and municipal organizations or otherwise help
sponsor conferences and educational forums for investment industry participants including, but not
limited to, trustees, fiduciaries, consultants, administrators, state and municipal personnel and
other clients. Goldman Sachs membership in such organizations allows Goldman Sachs to participate
in these conferences and educational forums and helps Goldman Sachs interact with conference
participants and to
B-78
develop an understanding of the points of view and challenges of the conference
participants. In addition, Goldman Sachs personnel, including employees of Goldman Sachs, may
have board, advisory, brokerage or other relationships with issuers, distributors, consultants and
others that may have investments in the Fund or that may recommend investments in the Fund. In
addition, Goldman Sachs, including the Investment Adviser, may make charitable contributions to
institutions, including those that have relationships with clients or personnel of clients.
Goldman Sachs personnel may also make political contributions. As a result of the relationships
and arrangements described in this paragraph, consultants, distributors and other parties may have
conflicts associated with their promotion of the Fund or other dealings with the Fund that create
incentives for them to promote the Fund or certain portfolio transactions.
To the extent permitted by applicable law, Goldman Sachs may make payments to authorized
dealers and other financial intermediaries (Intermediaries) from time to time to promote the
Fund, Client/GS Accounts (defined below) and other products. In addition to placement fees, sales
loads or similar distribution charges, such payments may be made out of Goldman Sachs assets, or
amounts payable to Goldman Sachs rather than a separately identified charge to the Fund, Client/GS
Accounts or other products. Such payments may compensate Intermediaries for, among other things:
marketing the Fund, Client/GS Accounts and other products; access to the Intermediaries registered
representatives or salespersons, including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or other specified services intended to
assist in the distribution and marketing of the Fund, Client/GS Accounts and other products. The
payments may also, to the extent permitted by applicable regulations, contribute to various
non-cash and cash incentive arrangements to promote certain products, as well as sponsor various
educational programs, sales contests and/or promotions. The additional payments by Goldman Sachs
may also compensate Intermediaries for subaccounting, administrative and/or shareholder processing
services that are in addition to the fees paid for these services by such products.
The payments made by Goldman Sachs may be different for different Intermediaries. The
presence of these payments and the basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a particular Intermediary, registered
representative or salesperson to highlight, feature or recommend certain products based, at least
in part, on the level of compensation paid.
Potential Conflicts Relating to the Allocation of Investment Opportunities Among the Fund and
Other Goldman Sachs Accounts
Goldman Sachs has potential conflicts in connection with the allocation of investments or
transaction decisions for the Fund, including in situations in which Goldman Sachs or its personnel
(including personnel of the Investment Adviser) have interests. For example, the Fund may be
competing for investment opportunities with current or future accounts or funds managed or advised
by Goldman Sachs (including the Investment Adviser). These accounts or funds may provide greater
fees or other compensation (including performance based fees) to Goldman
B-79
Sachs (including the
Investment Adviser) or in which Goldman Sachs (including the Investment Adviser) or its personnel
have an interest (collectively, the Client/GS Accounts).
Goldman Sachs may manage or advise Client/GS Accounts that have investment objectives that are
similar to those of the Fund and/or may seek to make investments in securities or other instruments
in which the Fund may invest. This will create potential conflicts and potential differences among
the Fund and other Client/GS Accounts, particularly where there is limited availability or limited
liquidity for those investments. Such limited availability situations may exist, without
limitation, in local and emerging markets, regulated industries, research and development trades,
relative value or paired trades, IPO/new issues and limited issues. The Investment Adviser has
developed policies and procedures that provide that it will allocate investment opportunities and
make purchase and sale decisions among the Fund and other Client/GS Accounts in a manner that it
considers, in its sole discretion and consistent with its fiduciary obligation to each Client/GS
Account, to be reasonable. Allocations may be based on numerous factors and may not always be pro
rata based on assets managed.
The Investment Adviser will make allocation-related decisions for the Fund and other Client/GS
Accounts with reference to numerous factors that may include, without limitation, (i) account
investment horizons, investment objectives and guidelines; (ii) different levels of investment for
different strategies; (iii) client-specific investment guidelines and restrictions; (iv) fully
directed brokerage accounts; (v) tax sensitivity of accounts; (vi) suitability requirements; (vii)
account turnover guidelines; (viii) availability of cash for investment; (ix) relative sizes and
expected future sizes of applicable accounts; and/or (x) availability of other investment
opportunities. Suitability considerations can include without limitation (i) relative
attractiveness of a security to different accounts; (ii) concentration of positions in an account;
(iii) appropriateness of a security for the benchmark of an account; (iv) an accounts risk
tolerance, risk parameters and strategy allocations; (v) use of the opportunity as a replacement
for a security the Investment Adviser believes to be attractive for an account but that for some
reason cannot be held in the account; (vi) the need to hedge a short position in a pair trade;
and/or (vii) the need to give a subset of accounts exposure to an industry. In addition to
allocations of limited availability investments, the Investment Adviser may, from time to time,
develop and implement new investment opportunities and/or trading strategies, and these strategies
may not be allocated among all accounts (including the Fund) or pro rata, even if the strategy is
consistent with objectives of all accounts. The Investment Adviser may make decisions based on
such factors as strategic fit and other portfolio management considerations, including, without
limitation, an accounts capacity for such strategy, the liquidity of the strategy and its
underlying instruments, the accounts liquidity, the business risk of the strategy relative to the
accounts overall portfolio make-up, and the lack of efficacy of, or return expectations from, the
strategy for the account, and such other factors as the Investment Adviser deems relevant in its
sole discretion. For example, such a determination may, but will not necessarily, include
consideration of the fact that a particular strategy will not have a meaningful impact on an
account given the overall size of the account, the limited availability of opportunities in the
strategy and the availability of other strategies for the account. As a result, such a strategy may
be allocated to some accounts managed by the Investment Adviser and not to others.
B-80
Although allocating orders among the Fund and other Client/GS Accounts may create potential
conflicts of interest because of the interests of Goldman Sachs or its personnel or because Goldman
Sachs may receive greater fees or compensation from one of the Client/GS Accounts allocations, the
Investment Adviser will not make allocation decisions based on such interests or greater fees or
compensation.
Allocation decisions among accounts may be more or less advantageous to any one account or
group of accounts. As a result of the above, the Investment Adviser may determine that investment
opportunities, strategies or particular purchases or sales are appropriate for one or more
Client/GS Accounts or for itself or an affiliate, but not for the Fund, or are appropriate for, or
available to, the Fund but in different sizes, terms or timing than is appropriate for other
Client/GS Accounts, or may determine not to allocate to or purchase or sell for Client/GS Accounts
all investment transactions for which Client/GS Accounts may be eligible. Therefore, the amount,
timing, structuring or terms of an investment by the Fund may differ from, and performance may be
lower than, investments and performance of other Client/GS Accounts.
The Investment Adviser and/or its affiliates manage accounts of clients of Goldman Sachs
Private Wealth Management (PWM) business. Such PWM clients receive advice from Goldman Sachs by
means of separate accounts (PWM Separate Accounts). With respect to the Fund, the Investment
Adviser may follow a strategy that is expected to be similar over time to that delivered by the PWM
Separate Accounts. The Fund and the PWM Separate Account Clients are subject to independent
management and, given the independence in the implementation of advice to these accounts, there can
be no warranty that such investment advice will be implemented simultaneously. Neither the
Investment Adviser (in the case of the Fund) nor its affiliates (in the case of PWM Separate
Accounts) will know when advice issued has been executed (if at all) and, if so, to what extent.
While each will use reasonable endeavors to procure timely execution, it is possible that prior
execution for or on behalf of the PWM Separate Accounts could adversely affect the prices and
availability of the securities, currencies and instruments in which the Fund invests.
Other Potential Conflicts Relating to the Management of the Fund by the Investment Adviser
Potential Restrictions and Issues Relating to Information Held by Goldman Sachs
From time to time and subject to the Investment Advisers policies and procedures regarding
information barriers, the Investment Adviser may consult with personnel in other areas of Goldman
Sachs, or with persons unaffiliated with Goldman Sachs, or may form investment policy committees
comprised of such personnel. The performance by such persons of obligations related to their
consultation with personnel of the Investment Adviser could conflict with their areas of primary
responsibility within Goldman Sachs or elsewhere. In connection with their activities with the
Investment Adviser, such persons may receive information regarding the Investment Advisers
proposed investment activities of the Fund that is not
B-81
generally available to the public. There
will be no obligation on the part of such persons to make available for use by the Funs any
information or strategies known to them or developed in connection with their own client,
proprietary or other activities. In addition, Goldman Sachs will be under no obligation to make
available any research or analysis prior to its public dissemination.
The Investment Adviser makes decisions for the Fund based on the Funds investment programs.
The Investment Adviser from time to time may have access to certain fundamental analysis and
proprietary technical models developed by Goldman Sachs and its personnel. Goldman Sachs will not
be under any obligation, however, to effect transactions on behalf of the Fund in accordance with
such analysis and models.
In addition, Goldman Sachs has no obligation to seek information or to make available to or
share with the Fund any information, investment strategies, opportunities or ideas known to Goldman
Sachs personnel or developed or used in connection with other clients or activities. Goldman Sachs
and certain of its personnel, including the Investment Advisers personnel or other Goldman Sachs
personnel advising or otherwise providing services to the Fund, may be in possession of information
not available to all Goldman Sachs personnel, and such personnel may act on the basis of such
information in ways that have adverse effects on the Fund.
From time to time, Goldman Sachs may come into possession of material, non-public information
or other information that could limit the ability of the Fund to buy and sell investments. The
investment flexibility of the Fund may be constrained as a consequence. The Investment Adviser
generally is not permitted to obtain or use material non-public information in effecting purchases
and sales in public securities transactions for the Fund.
Potential Conflicts Relating to Goldman Sachs and the Investment Advisers Proprietary
Activities and Activities On Behalf of Other Accounts
The results of the investment activities of the Fund may differ significantly from the results
achieved by Goldman Sachs for its proprietary accounts and from the results achieved by Goldman
Sachs for other Client/GS Accounts. The Investment Adviser will manage the Fund and the other
Client/GS Accounts it manages in accordance with their respective investment objectives and
guidelines. However, Goldman Sachs may give advice, and take action, with respect to any current
or future Client/GS Accounts that may compete or conflict with the advice the Investment Adviser
may give to the Fund, or may involve a different timing or nature of action than with respect to
the Fund.
Transactions undertaken by Goldman Sachs or Client/GS Accounts may adversely impact the Fund.
Goldman Sachs and one or more Client/GS Accounts may buy or sell positions while the Fund is
undertaking the same or a differing, including potentially opposite, strategy, which could
disadvantage the Fund. For example, the Fund may buy a security and Goldman Sachs or Client/GS
Accounts may establish a short position in that same security. The subsequent short sale may
result in impairment of the price of the security which the Fund holds. Conversely, the
B-82
Fund may
establish a short position in a security and Goldman Sachs or other Client/GS Accounts may buy that
same security. The subsequent purchase may result in an increase of the price of the underlying
position in the short sale exposure of the Fund and such increase in price would be to the Funds
detriment. Conflicts may also arise because portfolio decisions regarding the Fund may benefit
Goldman Sachs or other Client/GS Accounts. For example, the sale of a long position or
establishment of a short position by the Fund may impair the price of the same security sold short
by (and therefore benefit) Goldman Sachs or other Client/GS Accounts, and the purchase of a
security or covering of a short position in a security by the Fund may increase the price of the
same security held by (and therefore benefit) Goldman Sachs or other Client/GS Accounts.
In addition, transactions in investments by one or more Client/GS Accounts and Goldman Sachs
may have the effect of diluting or otherwise disadvantaging the values, prices or investment
strategies of the Fund, particularly, but not limited to, in small capitalization, emerging market
or less liquid strategies. This may occur when portfolio decisions regarding the Fund are based on
research or other information that is also used to support portfolio decisions for other Client/GS
Accounts. When Goldman Sachs or a Client/GS Account implements a portfolio decision or strategy
ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Fund
(whether or not the portfolio decisions emanate from the same research analysis or other
information), market impact, liquidity constraints, or other factors could result in the Fund
receiving less favorable trading results and the costs of implementing such portfolio decisions or
strategies could be increased, or the Fund could otherwise be disadvantaged. Goldman Sachs may, in
certain cases, elect to implement internal policies and procedures designed to limit such
consequences to Client/GS Accounts, which may cause the Fund to be unable to engage in certain
activities, including purchasing or disposing of securities, when it might otherwise be desirable
for it to do so.
As noted above, the Investment Adviser may, but is not required to, aggregate purchase or sale
orders for the Fund with trades for other funds or accounts managed by Goldman Sachs, including
Client/GS Accounts. When orders are aggregated for execution, it is possible that GS and GS
employee interests will receive benefits from such transactions, even in limited capacity
situations. While the Investment Adviser maintains policies and procedures that it believes are
reasonably designed to deal with conflicts of interest that may arise in certain situations when
purchase or sale orders for the Fund are aggregated for execution with orders for Client/GS
Accounts, in some cases the Investment Adviser will make allocations to accounts in which Goldman
Sachs and/or employees have an interest.
The Investment Adviser has established a trade sequencing and rotation policy for certain U.S.
equity client accounts (including the Fund) and wrap fee accounts. The Investment Adviser does
not generally aggregate trades on behalf of wrap fee accounts at the present time. Wrap fees
usually cover execution costs only when trades are placed with the sponsor of the account. Trades
through different sponsors are generally not aggregated. The Investment Adviser currently utilizes
an asset-based trade sequencing and rotation policy for determining the order in which trades for
institutional and wrap accounts are placed. Given current asset levels,
B-83
the Investment Advisers
trade sequencing and rotation policy provides that wrap accounts trade ahead of other accounts,
including the Fund, 10% of the time. Other accounts, including the Fund, currently trade before
wrap accounts 90% of the time. This is reflected in a ten week trade rotation schedule. The
Investment Adviser may deviate from the rotation schedule under certain circumstances. These
include situations, for example, where in the Investment Advisers view it is not practical for the
wrap fee accounts to participate in certain types of trades or when there are unusually long delays
in a given wrap sponsors execution of a particular trade. In addition, a portfolio management
team may provide instructions simultaneously regarding the placement of a trade in lieu of the
rotation schedule if the trade represents a relatively small proportion of the average daily
trading volume of the relevant security.
The directors, officers and employees of Goldman Sachs, including the Investment Adviser, may
buy and sell securities or other investments for their own accounts (including through investment
funds managed by Goldman Sachs, including the Investment Adviser). As a result of differing
trading and investment strategies or constraints, positions may be taken by directors, officers and
employees that are the same, different from or made at different times than positions taken for the
Fund. To reduce the possibility that the Fund will be materially adversely affected by the
personal trading described above, each of the Fund and Goldman Sachs, as the Funds Investment
Adviser and distributor, has established policies and procedures that restrict securities trading
in the personal accounts of investment professionals and others who normally come into possession
of information regarding the Funds portfolio transactions. Each of the Fund and Goldman Sachs, as
the Funds Investment Adviser and distributor, has adopted a code of ethics (collectively, the
Codes of Ethics) in compliance with Section 17(j) of the Act and monitoring procedures relating
to certain personal securities transactions by personnel of the Investment Adviser which the
Investment Adviser deems to involve potential conflicts involving such personnel, Client/GS
Accounts managed by the Investment Adviser and the Fund. The Codes of Ethics require that
personnel of the Investment Adviser comply with all applicable federal securities laws and with the
fiduciary duties and anti-fraud rules to which the Investment Adviser is subject. The Codes of
Ethics can be reviewed and copied at the SECs Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. The Codes of Ethics are also available on the EDGAR Database on the SECs Internet
site at http://www.sec.gov. Copies may also be obtained after paying a duplicating fee by writing
the SECs Public Reference Section, Washington, D.C. 20549-0102, or by electronic request to
publicinfo@sec.gov.
Clients of Goldman Sachs (including Client/GS Accounts) may have, as a result of receiving
client reports or otherwise, access to information regarding the Investment Advisers transactions
or views which may affect such clients transactions outside of accounts controlled by personnel of
the Investment Adviser, and such transactions may negatively impact the performance of the Fund.
The Fund may also be adversely affected by cash flows and market movements arising from purchase
and sales transactions, as well as increases of capital in, and withdrawals of capital from, other
Client/GS Accounts. These effects can be more pronounced in thinly traded and less liquid markets.
B-84
The Investment Advisers management of the Fund may benefit Goldman Sachs. For example, the
Fund may, subject to applicable law, invest directly or indirectly in the securities of companies
affiliated with Goldman Sachs or which Goldman Sachs has an equity, debt or other interest. In
addition, to the extent permitted by applicable law, the Fund may engage in investment transactions
which may result in other Client/GS Accounts being relieved of obligations or otherwise divesting
of investments or cause the Fund to have to divest certain investments. The purchase, holding and
sale of investments by the Fund may enhance the profitability of Goldman Sachs or other Client/GS
Accounts own investments in and its activities with respect to such companies.
Goldman Sachs and one or more Client/GS Accounts (including the Fund) may also invest in
different classes of securities of the same issuer. As a result, one or more Client/GS Accounts
may pursue or enforce rights with respect to a particular issuer in which the Fund has invested,
and those activities may have an adverse effect on the Fund. For example, if a Client/GS Account
holds debt securities of an issuer and the Fund holds equity securities of the same issuer, if the
issuer experiences financial or operations challenges, the Client/GS Account which holds the debt
securities may seek a liquidation of the issuer, whereas the Fund which
holds the equity securities may prefer a reorganization of the issuer. The Fund may be negatively
impacted by Goldman Sachs and other Client/GS Accounts activities, and transactions for the Fund
may be impaired or effected at prices or terms that may be less favorable than would otherwise have
been the case had Goldman Sachs and other Client/GS Accounts not pursued a particular course of
action with respect to the issuer of the securities. In addition, in certain instances personnel
of the Investment Adviser may obtain information about the issuer that would be material to the
management of other Client/GS Accounts which could limit the ability of personnel of the Investment
Adviser to buy or sell securities of the issuer on behalf of the Fund.
Goldman Sachs may create, write, sell or issue, or act as placement agent or distributor of,
derivative instruments with respect to the Fund or with respect to underlying securities,
currencies or instruments of the Fund, or which may be otherwise based on the performance of the
Fund. In addition, to the extent permitted by applicable law, Goldman Sachs (including its
personnel or Client/GS Accounts) may invest in the Fund, may hedge its derivative positions by
buying or selling shares of the Fund, and reserves the right to redeem some or all of its
investments at any time. These investments and redemptions may be significant and may be made
without notice to the shareholders. The structure or other characteristics of the derivative
instruments may have an adverse effect on the Fund. For example, the derivative instruments could
represent leveraged investments in the Fund, and the leveraged characteristics of such investments
could make it more likely, due to events of default or otherwise, that there would be significant
redemptions of interests from the Fund more quickly than might otherwise be the case. Goldman
Sachs, acting in commercial capacities in connection with such derivative instruments, may in fact
cause such a redemption. This may have an adverse effect
on the investment management and
positions, flexibility and diversification strategies of the Fund and
B-85
on the amount of fees,
expenses and other costs incurred directly or indirectly for the account of the Fund.
Potential Conflicts in Connection with Investments in Goldman Sachs Money Market Funds
To the extent permitted by applicable law, the Fund may invest all or some of its short term
cash investments in any money market fund advised or managed by Goldman Sachs. In connection with
any such investments, the Fund, to the extent permitted by the Act, will pay its share of all
expenses (other than advisory and administrative fees) of a money market fund in which it invests
which may result in the Fund bearing some additional expenses.
Goldman Sachs May In-Source or Outsource
Subject to applicable law, Goldman Sachs, including the Investment Adviser, may from time to
time and without notice to investors in-source or outsource certain processes or functions in
connection with a variety of services that it provides to the Fund in its administrative or other
capacities. Such in-sourcing or outsourcing may give rise to additional conflicts of interest.
Potential Conflicts That May Arise When Goldman Sachs Acts in a Capacity Other Than Investment
Adviser to the Fund
To the extent permitted by applicable law, the Fund may enter into transactions and invest in
futures, securities, currencies, swaps, options, forward contracts or other instruments in which
Goldman Sachs acting as principal or on a proprietary basis for its customers, serves as the
counterparty. The Fund may also enter into cross transactions in which Goldman Sachs acts on
behalf of the Fund and for the other party to the transaction. Goldman Sachs may have a
potentially conflicting division of responsibilities to both parties to a cross transaction. For
example, Goldman Sachs may represent both the Fund and another Client/GS Account in connection with
the purchase of a security by the Fund, and Goldman Sachs may receive compensation or other
payments from either or both parties, which could influence the decision of Goldman Sachs to cause
the Fund to purchase such security. The Fund may engage in principal or cross transactions to the
extent permitted by applicable law.
Goldman Sachs may act as broker, dealer, agent, lender or advisor or in other commercial
capacities for the Fund. It is anticipated that the commissions, mark-ups, mark-downs, financial
advisory fees, underwriting and placement fees, sales fees, financing and commitment fees,
brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by Goldman
Sachs will be in its view commercially reasonable, although Goldman Sachs, including its sales
personnel, will have an interest in obtaining fees and other amounts that are favorable to Goldman
Sachs and such sales personnel. The Fund may, to the extent permitted by applicable law, borrow
funds from Goldman Sachs at rates and on other terms arranged with Goldman Sachs.
B-86
Goldman Sachs may be entitled to compensation when it acts in capacities other than as the
Investment Adviser, and the Fund will not be entitled to any such compensation. For example,
Goldman Sachs (and its
personnel and other distributors) will be entitled to retain fees and other amounts that it
receives in connection with its service to the Fund as broker, dealer, agent, lender, advisor or in
other commercial capacities and no accounting to the Fund or its shareholders will be required, and
no fees or other compensation payable by the Fund or its shareholders will be reduced by reason of
receipt by Goldman Sachs of any such fees or other amounts.
When Goldman Sachs acts as broker, dealer, agent, lender or advisor or in other commercial
capacities in relation to the Fund, Goldman Sachs may take commercial steps in its own interests,
which may have an adverse effect on the Fund. For example, in connection with lending arrangements
involving the Fund, Goldman Sachs may require repayment of all or part of a loan at any time or
from time to time.
The Fund will be required to establish business relationships with its counterparties based on
its own credit standing. Goldman Sachs, including the Investment Adviser, will not have any
obligation to allow its credit to be used in connection with the Funds establishment of its
business relationships, nor is it expected that the Funds counterparties will rely on the credit
of Goldman Sachs in evaluating the Funds creditworthiness.
Potential Conflicts in Connection with Brokerage Transactions and Proxy Voting
To the extent permitted by applicable law, purchases and sales of securities for the Fund may
be bunched or aggregated with orders for other Client/GS Accounts. The Investment Adviser and its
affiliates, however, are not required to bunch or aggregate orders if portfolio management
decisions for different accounts are made separately, or if they determine that bunching or
aggregating is not practicable, required or with cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or
execution on the entire volume of securities purchased or sold. When this occurs, the various
prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the
effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In
addition, under certain circumstances, the Fund will not be charged the same commission or
commission equivalent rates in connection with a bunched or aggregated order. Time zone
differences, separate trading desks or portfolio management processes in a global organization may,
among other factors, result in separate, non-aggregated executions.
The Investment Adviser may select brokers (including, without limitation, affiliates of the
Investment Adviser) that furnish the Investment Adviser, the Fund, other Client/GS Accounts or
their affiliates or personnel, directly or through correspondent relationships, with research or
other appropriate services which provide, in the Investment Advisers view, appropriate assistance
to the Investment Adviser in the investment decision-making process (including with respect to
futures, fixed-price offerings and over-the-counter transactions). Such research or
B-87
other services
may include, to the extent permitted by law, research reports on companies, industries and
securities; economic and financial data; financial publications; proxy analysis; trade industry
seminars; computer databases; quotation equipment and services; and research-oriented computer
hardware, software and other services and products. Research or other services obtained in this
manner may be used in servicing any or all of the Fund and other Client/GS Accounts, including in
connection with Client/GS Accounts other than those that pay commissions to the broker relating to
the research or other service arrangements. Such products and services may disproportionately
benefit other Client/GS Accounts relative to the Fund based on the amount of brokerage commissions
paid by the Fund and such other Client/GS Accounts. For example, research or other services that
are paid for through one clients commissions may not be used in managing that clients account.
In addition, other Client/GS Accounts may receive the benefit, including disproportionate benefits,
of economies of scale or price discounts in connection with products and services that may be
provided to the Fund and to such other Client/GS Accounts. To the extent that the Investment
Adviser uses soft dollars, it will not have to pay for those products and services itself. The
Investment Adviser may receive research that is bundled with the trade execution, clearing, and/or
settlement services provided by a particular broker-dealer. To the extent that the Investment
Adviser receives research on this basis, many of the same conflicts related to traditional soft
dollars may exist. For example, the research effectively will be paid by client commissions that
also will be used to pay for the execution, clearing, and settlement services provided by the
broker-dealer and will not be paid by the Investment Adviser.
The Investment Adviser may endeavor to execute trades through brokers who, pursuant to such
arrangements, provide research or other services in order to ensure the continued receipt of
research or other services the Investment Adviser believes are useful in its investment
decision-making process. The Investment Adviser may from time to time choose not to engage in the
above described arrangements to varying degrees.
The Investment Adviser has adopted policies and procedures designed to prevent conflicts of
interest from influencing proxy voting decisions that its makes on behalf of advisory clients,
including the Fund, and to help ensure that such decisions are made in accordance with the
Investment Advisers fiduciary obligations to its clients. Nevertheless, notwithstanding such
proxy voting policies and procedures, actual proxy voting decisions of the Investment Adviser may
have the effect of favoring the interests of other clients or businesses of other divisions or
units of Goldman Sachs and/or its affiliates provided that the Investment Adviser believes such
voting decisions to be in accordance with its fiduciary obligations. For a more detailed
discussion of these policies and procedures, see the section of this Additional Statement entitled
Proxy Voting.
Potential Regulatory Restrictions on Investment Adviser Activity
From time to time, the activities of the Fund may be restricted because of regulatory
requirements applicable to Goldman Sachs and/or its internal policies designed to comply with,
limit the applicability of, or otherwise relate to such requirements. A client not advised by
Goldman Sachs would not be subject to some of those considerations. There may be periods when the
Investment Adviser may not initiate or recommend certain types of transactions, or may otherwise
restrict or limit its advice in certain securities or instruments issued by or related to companies
for which Goldman Sachs is performing investment banking, market making or other services or has
proprietary positions. For example, when Goldman Sachs is engaged in an underwriting or other
distribution of securities of, or advisory services for, a company, the Fund may be prohibited from
or limited in purchasing or selling securities of that company. Similar situations could arise if
Goldman Sachs personnel serve as directors of companies the securities of which the Fund wishes to
purchase or sell. The larger the Investment Advisers investment advisory business and Goldman
Sachs businesses, the larger the potential that these restricted list policies will impact
investment transactions. However, if permitted by applicable law, the Fund may purchase securities
or instruments that are issued by such companies or are the subject of an underwriting,
distribution, or advisory assignment by Goldman Sachs, or in cases in which Goldman Sachs personnel
are directors or officers of the issuer.
The investment activities of Goldman Sachs for its proprietary accounts and for Client/GS
Accounts may also limit the investment strategies and rights of the Fund. For example, in
regulated industries, in certain emerging or international markets, in corporate and regulatory
ownership definitions, and in certain futures and derivative transactions, there may be limits on
the aggregate amount of investment by affiliated investors that may not be exceeded without the
grant of a license or other regulatory or corporate consent or, if exceeded, may cause Goldman
Sachs, the Fund or other Client/GS Accounts to suffer disadvantages or business restrictions. If
certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability
of the Investment Adviser on behalf of clients (including the Fund) to purchase or dispose of
investments, or exercise rights or undertake business transactions, may be restricted by regulation
or otherwise impaired. As a result, the Investment Adviser on behalf of clients (including the
Fund) may limit purchases, sell existing investments, or otherwise restrict or limit the exercise
of rights (including voting rights) when the Investment Adviser, in its sole discretion, deems it
appropriate.
B-88
Distributor and Transfer Agent
Goldman Sachs, 85 Broad Street, New York, New York 10004 serves as the exclusive distributor
of shares of the Funds pursuant to a best efforts arrangement as provided by a distribution
agreement with the Trust on behalf of the Fund. Shares of the Fund are offered and sold on a
continuous basis by Goldman Sachs, acting as agent. Pursuant to the distribution agreement, after
the Funds Prospectuses and periodic reports have been prepared, set in type and mailed to
shareholders, Goldman Sachs will pay for the printing and distribution of copies thereof used in
connection with the offering to prospective investors. Goldman Sachs will also pay for other
supplementary sales literature and advertising costs. Goldman Sachs may enter into sales
agreements with certain investment dealers and other financial service firms (the Authorized
Dealers) to solicit subscriptions for Class A and Class C Shares of the Fund. Goldman Sachs receives a portion of the sales load imposed on
the sale, in the case of Class A Shares, or redemption in the case of Class A and Class C
Shares, of such Fund shares.
B-89
Goldman Sachs, 71 South Wacker Drive, Chicago, IL 60606 serves as the Trusts
transfer and dividend disbursing agent. Under its transfer agency agreement with the Trust,
Goldman Sachs has undertaken with the Trust with respect to the Fund to: (i) record the issuance,
transfer and redemption of shares; (ii) provide purchase and redemption confirmations and quarterly
statements, as well as certain other statements; (iii) provide certain information to the Trusts
custodian and the relevant subcustodian in connection with redemptions; (iv) provide dividend
crediting and certain disbursing agent services; (v) maintain shareholder accounts; (vi) provide
certain state Blue Sky and other information; (vii) provide shareholders and certain regulatory
authorities with tax-related information; (viii) respond to shareholder inquiries; and (ix) render
certain other miscellaneous services. For its transfer agency services, Goldman Sachs is entitled
to receive a transfer agency fee equal, on an annualized basis, to 0.04% of average daily net
assets with respect to the Funds Institutional and Service
Shares and 0.16% of average daily net assets with respect to the Funds Class A and Class C Shares (less transfer agency expenses borne by a share class).
B-90
The
Trusts distribution and transfer agency agreements each provide that Goldman Sachs
may render similar services to others so long as the services each provides thereunder to the Funds
are not impaired thereby. Such agreements also provide that the Trust will indemnify Goldman
Sachs against certain liabilities.
Expenses
The
Trust, on behalf of the Fund, is responsible for the payment of the Funds respective
expenses. The expenses include, without limitation, the fees payable to the Investment Adviser,
service fees, account service fees, shareholder administration fees and administration fees paid to
Service Organizations, the fees and expenses of the Trusts custodian and subcustodians, transfer
agent fees and expenses, brokerage fees and commissions, filing fees for the registration or
qualification of the Trusts shares under federal or state securities laws, expenses of the
organization of the Trust, fees and expenses incurred by the Trust in connection with membership in
investment company organizations, including, but not limited to, the Investment Company Institute,
taxes, interest, costs of liability insurance, fidelity bonds or indemnification, any costs,
expenses or losses arising out of any liability of, or claim for damages or other relief asserted
against, the Trust for violation of any law, legal, tax and auditing fees and expenses (including
the cost of legal and certain accounting services rendered by employees of Goldman Sachs or its
affiliates, with respect to the Trust), expenses of preparing and setting in type Prospectuses,
Additional Statements, proxy material, reports and notices and the printing and distributing of the
same to the Trusts shareholders and regulatory authorities, shareholder expenses, any expenses
assumed by the Fund pursuant to its distribution and service plans, the compensation and expenses of
its non-interested Trustees, the fees and expenses of pricing services and extraordinary
expenses, if any, incurred by the Trust. Except for fees and expenses under any service plan,
account service plan, administration plan, shareholder administration plan or distribution and
service plan applicable to a particular class and transfer agency fees and expenses, all Fund
expenses are borne on a non-class specific basis.
Fees
and expenses of legal counsel, registering shares of the Fund, holding meetings and
communicating with shareholders may include an allocable portion of the cost of maintaining an
internal legal and compliance department. The Fund may also bear an allocable portion of the
costs incurred by the Investment Adviser in performing certain accounting services not being
provided by the Trusts custodian.
The
imposition of the Investment Advisers fees, as well as other operating expenses, will
have the effect of reducing the total return to investors. From time to time, the Investment
Adviser may waive receipt of fees and/or voluntarily assume certain
expenses of the Fund, which
would have the effect of lowering the Funds overall expense ratio and increasing total return to
investors at the time such amounts are waived or assumed, as the case may be.
As
of the date of this Additional Statement, the Investment Adviser has voluntarily agreed
to reduce or limit certain Other Expenses (excluding management fees, service share fees, account
service fees, shareholder administration fees, administration fees, distribution and service fees,
transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification,
shareholder meeting and other
B-91
extraordinary
expenses) to the extent such expenses exceed 0.044%
of the Funds average daily net assets.
Such
reductions or limits are calculated monthly on a cumulative basis
during the Funds fiscal year. The Investment Adviser may modify or discontinue such expense limitations or the
limitations on the management fees, described above under Management Investment Adviser, in
the future at its discretion.
B-92
Portfolio
Distributor
The Fund
had not commenced operations as of the date of this Additional
Statement. As a result, GSAM did not earn any fees under the
principal underwriting contract with respect to the Fund, or earn or
retain any deferred sales charges paid upon redemptions of the Funds
shares, for the fiscal years ended March 31, 2007, March 31, 2006
or March 31, 2005.
Sales
Charges
The
Fund had not commenced operations as of the date of this Additional
Statement. Accordingly, GSAM and its affiliates did not earn or
retain any deferred sales charges with respect to the Fund during the
fiscal year ended March 31, 2007.
Securities
Lending
The Fund
had not yet commenced operations as of the date of this
Additional Statement. Accordingly, no compensation was paid to the
Funds lending agent for the fiscal year ended March 31, 2007.
Custodian and Sub-Custodians
State Street
Bank and Trust Company (State Street), 225 Franklin Street, Boston,
Massachusetts 02110 is the custodian of the Fund. State Street also maintains the Trusts accounting
records. State Street may appoint domestic
and foreign sub-custodians and use depositories from time to time to hold certain securities and
other instruments purchased by the Trust in foreign countries and to hold cash and currencies for
the Trust.
Independent Registered Public Accounting Firm
PriceWaterhouseCoopers
LLP, 125 High Street, Boston, Massachusetts 02110 has been appointed
the Funds independent registered public accounting firm. In addition to audit services,
PriceWaterhouseCoopers LLP prepares the Funds federal and
state tax returns and provides assistance on certain non-audit matters.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The portfolio transactions for the Fund are generally effected at a net price without a
brokers commission (
i.e
., a dealer is dealing with the Fund as principal and receives compensation
equal to the spread between the dealers cost for a given security and the resale price of such
security). In certain foreign countries, debt securities are traded on exchanges at fixed
commission rates. In connection with portfolio transactions, the
Management Agreement provides that
the Investment Adviser shall attempt to obtain the most favorable execution and net price
available. The Management Agreement provides that, on occasions when an Investment Adviser deems
the purchase or sale of a security to be in the best interests of the Fund as well as its other
customers (including any other fund or other investment company or advisory account for which an
Investment Adviser or an affiliate acts as Investment Adviser), the Fund, to the extent permitted by
applicable laws and regulations, may aggregate the securities to be sold or purchased for the Fund
with those
B-93
to be sold or purchased for such other customers in order to obtain the best net price and most
favorable execution. In such event, allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Investment Adviser in the
manner it considers to be most equitable and consistent with its
fiduciary obligations to the Fund and such other customers. In some instances, this procedure may adversely affect
the size and price of the position obtainable for the Fund. The
Management Agreement permits the Investment Adviser, in its discretion, to purchase and sell portfolio securities to and from
dealers who provide the Trust with brokerage or research services in which dealers may execute
brokerage transactions at a higher cost to the Fund. Brokerage and research services furnished by
firms through which the Fund effects its securities transactions may be used by the Investment
Adviser in servicing other accounts and not all of these services may be used by the Investment
Adviser in connection with the Fund generating the brokerage credits. Such research or
other services may include research reports on companies, industries and securities; economic and
financial data; financial publications; computer data bases; quotation equipment and services; and
research-oriented computer hardware, software and other services. The fees received under the
Management Agreement are not reduced by reason of an Investment Adviser receiving such brokerage
and research services.
Such services are used by an Investment Adviser in connection with all of its investment
activities, and some of such services obtained in connection with the execution of transactions of
the Fund may be used in managing other investment accounts. Conversely, brokers furnishing such
services may be selected for the execution of transactions of such other accounts, whose aggregate
assets may be larger than those of the Fund, and the services furnished by such brokers may be used
by the Investment Adviser in providing management services for the Trust. On occasion, a
broker-dealer might furnish the Investment Adviser with a service which has a mixed use (
i.e.
, the
service is used both for investment and brokerage activities and for other activities). Where this
occurs, an Investment Adviser will reasonably allocate the cost of the service, so that the portion
or specific component which assists in investment and brokerage activities is obtained using
portfolio commissions from the Fund or other managed accounts, and the portion or specific
component which provides other assistance (for example, administrative or non-research assistance)
is paid for by the Investment Adviser from its own funds.
The
Fund is prohibited, in accordance with Rule 12b-1 under the 1940 Act, from compensating
a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer
the Trusts portfolio transactions or by making any payment to such broker or dealer received or to
be received (which payment may include commissions, mark-ups or mark-downs or other fees) from the
Trusts portfolio transactions effected through another broker or dealer. However, the Fund may
direct portfolio transactions to a broker or dealer that promotes or sells shares of the Trust if
the Trusts Board of Trustees approve policies and procedures designed to ensure that the selection
of such brokers is not influenced by considerations about the sale of Trust shares. Accordingly,
the Trustees (including a majority of the Trustees who are not interested Trustees) have approved
policies permitting the Trust to direct portfolio securities transactions to a broker or dealer
that promotes or sells shares of the Trust subject to the prohibitions that: i) all persons
responsible for selecting such brokers or dealers (including but not limited to trading desk
personnel and portfolio managers) may not take into account in connection with their selections the
promotion or sale of shares issued by the Trust or any other registered investment company, and ii)
the Trust, the Investment Adviser and Goldman, Sachs & Co. as the Trusts distributor may not
enter into any agreement or understanding where the Trust or the
Investment Adviser directs, or is expected to direct, portfolio transactions or any payment to a broker or dealer in consideration
for the promotion or sale of shares of the Trust or any other registered investment company.
B-94
Subject to the above considerations, the Investment Adviser may use Goldman Sachs or an
affiliate as a broker for the Fund. In order for Goldman Sachs or an affiliate, acting as agent, to
effect securities or futures transactions for the Fund, the commissions, fees or other remuneration
received by Goldman Sachs or an affiliate must be reasonable and fair compared to the commissions,
fees or other remuneration received by other brokers in connection with comparable transactions
involving similar securities or futures contracts. Furthermore, the Trustees, including a majority
of the Trustees who are not interested Trustees, have adopted procedures which are reasonably
designed to provide that any commissions, fees or other remuneration paid to Goldman Sachs are
consistent with the foregoing standard. Brokerage transactions with Goldman Sachs are also subject
to such fiduciary standards as may be imposed upon Goldman Sachs by applicable law. The amount of
brokerage commissions paid by the Fund may vary substantially from year to year because of
differences in shareholder purchase and redemption activity, portfolio turnover rates and other
factors.
The
Fund had not yet commenced operations as of the date of this
Additional Statement. Therefore, no brokerage commissions were paid
to GSAM or a brokerage affiliate of the Investment Advisor.
B-95
SHARES OF THE TRUST
The Fund is a series of Goldman Sachs Trust, a Delaware statutory trust established by an
Agreement and Declaration of Trust dated January 28, 1997.
The Trustees have authority under the Trusts Declaration of Trust to create and classify
shares of beneficial interest in separate series, without further action by shareholders. The
Trustees also have authority to classify and reclassify any series of shares into one or more
classes of shares. As of the date of this Additional Statement, the
Trustees have classified the shares of the Fund into three classes:
Institutional Shares, Class A Shares and Class C Shares. Additional
classes may be added in the future.
B-96
Each
Institutional Share Class A Share and Class C Share of the Fund represents a proportionate interest
in the assets belonging to the applicable class of the Fund. All
expenses of the Fund are borne at
the same rate by each class of shares, except that fees under Distribution and Service Plans are borne
exclusively by Class A or Class C Shares, and transfer
agency fees are borne at different rates by different share classes. The
Trustees may determine in the future that it is appropriate to allocate other expenses differently
among classes of shares and may do so to the extent consistent with the rules of the SEC and
positions of the IRS. Each class of shares may have different minimum investment requirements and
be entitled to different shareholder services. With limited exceptions, shares of a class may only
be exchanged for shares of the same or an equivalent class of another series. See Shareholder
Guide in the Prospectus and Other Information Regarding Purchases, Redemptions, Exchanges and
Dividends below. In addition, the fees and expenses set forth below for each class may be subject
to voluntary fee waivers or reimbursements, as discussed in the
Funds Prospectuses.
Institutional Shares may be
purchased at net asset value without a sales charge for accounts in the name of an investor or
institution that is not compensated by the Fund for services provided to the institutions customers.
B-97
Class A Shares are sold, with an initial sales charge, through brokers and dealers who are
members of the NASD and certain other financial service firms that have sales agreements with
Goldman Sachs. Class A Shares of the Fund bear the cost of distribution (Rule 12b-1) fees at the
aggregate rate of up to 0.25% of the average daily net assets of such Class A Shares. With respect
to Class A Shares, the Distributor at its discretion may use compensation for distribution services
paid under the Distribution and Services Plan for personal and account maintenance services and
expenses so long as such total compensation under the Plan does not exceed the maximum cap on
service fees imposed by the NASD.
Class C Shares of the Fund are sold subject to a contingent deferred sales charge
(CDSC) through brokers and dealers who are members of the NASD and certain other financial
services firms that have sales arrangements with Goldman Sachs. Class C Shares bear
the cost of distribution (Rule 12b-1) fees at the aggregate rate
of up to 0.75% of the average daily net assets attributed to Class C Shares. Class C Shares also bear the cost of service fees at an annual rate of up to 0.25% of the average
daily net assets attributed to such Shares.
It is possible that an institution or its affiliate may offer different classes of shares
(
i.e
., Institutional, Class A and
Class C Shares) to its customers and thus receive different compensation with respect to different
classes of shares of the Fund. Dividends paid by the Fund, if any, with respect to each class of
shares will be calculated in the same manner, at the same time on the same day and will be in the
same amount, except for differences caused by the fact that the respective transfer agency and Plan
fees relating to a particular class will be borne exclusively by that class. Similarly, the net
asset value per share may differ depending upon the class of shares purchased.
Certain aspects of the shares may be altered, after advance notice to shareholders, if it is
deemed necessary in order to satisfy certain tax regulatory requirements.
When
issued, for the consideration described in the Funds Prospectuses shares are fully paid
and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a particular
series or class, to pay certain custodian, transfer, servicing or similar agent charges by setting
of the same against declared but unpaid dividends or by reducing share ownership (or by both
means). In the event of liquidation of the Fund, shareholders of the Fund are entitled to share pro
rata in the net assets of the applicable class of the Fund available for distribution to
such shareholders. All shares are freely transferable and have no preemptive, subscription or
conversion rights. The Trustees may require Shareholders to redeem Shares for any reason under
terms set by the Trustees.
In the interest of economy and convenience, the Trust does not issue certificates representing
the Funds shares. Instead, the Transfer Agent maintains a record of each shareholders ownership.
Each shareholder receives confirmation of purchase and redemption orders from the Transfer Agent.
Fund shares and any dividends and distributions paid by the Fund are reflected in account
statements from the Transfer Agent.
B-98
The
Fund had not yet commenced operations as of the date of this
additional statement. Accordingly, no entities owned of record or beneficially 5% or more of
the outstanding shares of the Fund.
B-99
The Act requires that where more than one series of shares exists, each series must be
preferred over all other series in respect of assets specifically allocated to such series. Rule
18f-2 under the Act provides that any matter required to be submitted by the provisions of the Act
or applicable state law, or otherwise, to the holders of the outstanding voting securities of an
investment company such as the Trust shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each series affected by such
matter. Rule 18f-2 further provides that a series shall be deemed to be affected by a matter
unless the interests of each series in the matter are substantially identical or the matter does
not affect any interest of such series. However, Rule 18f-2 exempts the selection of independent
public accountants, the approval of principal distribution contracts and the election of trustees
from the separate voting requirements of Rule 18f-2.
The Trust is not required to hold annual meetings of shareholders and does not intend to hold
such meetings. In the event that a meeting of shareholders is held, each share of the Trust will
be entitled, as determined by the Trustees without the vote or consent of the shareholders, either
to one vote for each share or to one vote for each dollar of net asset value represented by such
share on all matters presented to shareholders including the election of Trustees (this method of
voting being referred to as dollar based voting). However, to the extent required by the Act or
otherwise determined by the Trustees, series and classes of the Trust will vote separately from
each other. Shareholders of the Trust do not have cumulative voting rights in the election of
Trustees. Meetings of shareholders of the Trust, or any series or class thereof, may be called by
the Trustees, certain officers or upon the written request of holders of 10% or more of the shares
entitled to vote at such meetings. The Trustees will call a special meeting of shareholders for
the purpose of electing Trustees, if, at any time, less than a majority of Trustees holding office
at the time were elected by shareholders. The shareholders of the Trust will have voting rights
only with respect to the limited number of matters specified in the Declaration of Trust and such
other matters as the Trustees may determine or may be required by law.
The Declaration of Trust provides for indemnification of Trustees, officers, employees and
agents of the Trust unless the recipient is adjudicated (i) to be liable by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such persons office; or (ii) not to have acted in good faith in the reasonable belief
that such persons actions were in the best interest of the Trust. The Declaration of Trust
provides that, if any shareholder or former shareholder of any series is held personally liable
solely by reason of being or having been a shareholder and not because of the shareholders acts or
omissions or for some other reason, the shareholder or former shareholder (or the shareholders
heirs, executors, administrators, legal representatives or general successors) shall be held
harmless from and indemnified against all loss and expense arising from such liability. The Trust,
acting on behalf of any affected series, must, upon request by such shareholder, assume the defense
of any claim made against such shareholder for any act or obligation of the series and satisfy any
judgment thereon from the assets of the series.
The Declaration of Trust permits the termination of the Trust or of any series or class of the
Trust (i) by a majority of the affected shareholders at a meeting of shareholders of the Trust,
series or class; or (ii) by a
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majority of the Trustees without shareholder approval if the Trustees
determine, in their sole discretion, that such action is in the best interest of the Trust, such
series, such class or their shareholders. The Trustees may consider such factors as they, in their
sole discretion, deem appropriate in making such determination, including (i) the inability of the
Trust or any series or class to maintain its assets at an appropriate size; (ii)
changes in laws or regulations governing the Trust or series affecting assets of the type in which
it invests; or (iii) economic developments or trends having a significant adverse impact on their
business or operations of the Trust or series.
The Declaration of Trust authorizes the Trustees, without shareholder approval, to cause the
Trust, or any series thereof, to merge or consolidate with any corporation, association, trust or
other organization or sell or exchange all or substantially all of the property belonging to the
Trust or any series thereof. In addition, the Trustees, without shareholder approval, may adopt a
master-feeder structure by investing all or a portion of the assets of a series of the Trust in the
securities of another open-end investment company with substantially the same investment objective,
restrictions and policies.
The Declaration of Trust permits the Trustees to amend the Declaration of Trust without a
shareholder vote. However, shareholders of the Trust have the right to vote on any amendment (i)
that would adversely affect the voting rights of shareholders; (ii) that is required by law to be
approved by shareholders; (iii) that would amend the provisions of the Declaration of Trust
regarding amendments; or (iv) that the Trustees determine to submit to shareholders.
The Trustees may appoint separate Trustees with respect to one or more series or classes of
the Trusts shares (the Series Trustees). Series Trustees may, but are not required to, serve as
Trustees of the Trust or any other series or class of the Trust. To the extent provided by the
Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of
any other Trustees of the Trust, all the powers and authorities of Trustees under the Declaration
of Trust with respect to such series or class, but may have no power or authority with respect to
any other series or class.
Shareholder and Trustee Liability
Under Delaware law, the shareholders of the Fund are not generally subject to liability for
the debts or obligations of the Trust. Similarly, Delaware law provides that a series of the Trust
will not be liable for the debts or obligations of any other series of the Trust. However, no
similar statutory or other authority limiting statutory trust shareholder liability exists in other
states. As a result, to the extent that a Delaware statutory trust or a shareholder is subject to
the jurisdiction of courts of such other states, the courts may not apply Delaware law and may
thereby subject the Delaware statutory trust shareholders to liability. To guard against this risk,
the Declaration of Trust contains an express disclaimer of shareholder liability for acts or
obligations of a series. Notice of such disclaimer will normally be given in each agreement,
obligation or instrument entered into or executed by a series of the Trust. The Declaration of
Trust provides for indemnification by the relevant series for all loss suffered by a shareholder as
a result of an obligation of the series. The Declaration of Trust also provides that a series
shall, upon request, assume the defense of any claim made against any shareholder for any act or
obligation of the series and satisfy any judgment thereon. In view of the above, the risk of
personal liability of shareholders of a Delaware statutory trust is remote.
In addition to the requirements under Delaware law, the Declaration of Trust provides that
shareholders of a series may bring a derivative action on behalf of the series only if the
following conditions are met: (a) shareholders eligible to bring such derivative action under
Delaware law who hold at least 10% of the outstanding shares of the series, or 10% of the
outstanding shares of the class to which such action relates, shall join in the request for the
Trustees to commence such action; and (b) the Trustees must be afforded a reasonable amount of time
to consider such shareholder request and to investigate the basis of such claim. The Trustees will
be entitled to retain counsel or other advisers in considering the merits of the request
B-101
and may
require an undertaking by the shareholders making such request to reimburse the Fund for the
expense of any such advisers in the event that the Trustees determine not to bring such action.
The Declaration of Trust further provides that the Trustees will not be liable for errors of
judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee
against liability to which he or she would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or
her office.
NET ASSET VALUE
In accordance with procedures adopted by the Trustees of the Trust, the net asset value per
share of each class of the Fund is calculated by determining the value of the net assets
attributed to each class of the Fund and dividing by the number of outstanding shares of that
class. All securities are valued on each Business Day as of the close of regular trading on the
New York Stock Exchange (normally, but not always, 4:00 p.m. New York time) or such other time as
the New York Stock Exchange or NASDAQ market may officially close. The term Business Day means
any day the New York Stock Exchange is open for trading, which is Monday through Friday except for
holidays. The New York Stock Exchange is closed on the following holidays: New Years Day
(observed), Martin Luther King, Jr. Day, Washingtons Birthday (observed), Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas.
The time at which transactions and shares are priced and the time by which orders must be
received may be changed in case of an emergency or if regular trading on the New York Stock
Exchange is stopped at a time other than 4:00 p.m. New York Time. The Trust reserves the right to
reprocess purchase, redemption and exchange transactions that were initially processed at a net
asset value other than the Funds official closing net asset value (as the same may be subsequently
adjusted), and to recover amounts from (or distribute amounts to) shareholders based on the
official closing net asset value. The Trust reserves the right to advance the time by which
purchase and redemption orders must be received for same business day credit as otherwise permitted
by the SEC. In addition, the Fund may compute its net asset value as of any time permitted
pursuant to any exemption, order or statement of the SEC or its staff.
For the purpose of calculating the net asset value of the Fund, investments are valued under
valuation procedures established by the Trustees. Portfolio securities, for which accurate market
quotations are readily available, other than money market instruments, are valued via electronic
feeds to the custodian bank containing dealer-supplied bid quotations or bid quotations from a
recognized pricing service. Securities for which a pricing service either does not supply a
quotation or supplies a quotation that is believed by the Investment Adviser to be inaccurate, will
be valued based on bid-side broker quotations. Securities for which the custodian bank is unable
to obtain an external price as provided above or with respect to which the Investment Adviser
believes an external price does not reflect accurate market values, will be valued by the
Investment Adviser in good faith based on valuation models that take into account spread and daily
yield changes on government securities (
i.e
., matrix pricing). Other securities are valued as
follows: (i) overnight repurchase agreements will be valued at cost; (ii) term repurchase
agreements (
i.e
., those whose maturity exceeds seven days) and swaps, caps, collars and floors will
be valued at the average of the bid quotations obtained daily from at least one dealer; (iii) debt
securities with a remaining maturity of 60 days or less are valued at amortized cost, which the
Trustees have determined to approximate fair value; (iv) spot and forward foreign currency exchange
contracts will be valued using a pricing service such as Reuters (if quotations are unavailable
from a pricing service or, if the quotations by the Investment Adviser are believed to be
inaccurate, the contracts will be valued by calculating the mean between the last bid and asked
quotations supplied by at least one independent dealers in such contracts); (v) exchange-traded
options and futures contracts will be valued by the custodian bank at the last sale price on the
exchange where such
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contracts and options are principally traded if accurate quotations are readily
available; and (vi) over-the-counter options will be valued by a broker identified by the portfolio
manager/trader.
Other securities, including those for which a pricing service supplies no exchange quotation
or a quotation that is believed by the portfolio manager/trader to be inaccurate, will be valued at
fair value as stated in the valuation procedures which were approved by the Board of Trustees.
The value of all assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at current exchange rates of such currencies against U.S. dollars last quoted by
any major bank. If such quotations are not available, the rate of exchange will be determined in
good faith by or under procedures established by the Board of Trustees.
Generally, trading in securities on European, Asian and Far Eastern securities exchanges and
on over-the-counter markets in these regions is substantially completed at various times prior to
the close of business on each Business Day in New York (
i.e
., a day on which the New York Stock
Exchange is open for trading). In addition, European, Asian or Far Eastern securities trading
generally or in a particular country or countries may not take place on all Business Days in New
York. Furthermore, trading takes place in various foreign markets on days which are not Business
Days in New York and days on which the Funds net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the prices of the
majority of the portfolio securities used in such calculation. The
Fundss investments are valued
based on market quotations which may be furnished by a pricing service or provided by securities
dealers. If accurate market quotations are not readily available, or if the Investment Adviser
believes that such quotations or prices do not accurately reflect fair value, the fair value of the
Funds investments may be determined based on yield equivalents, a pricing matrix or other sources,
under valuation procedures established by the Trustees.
The
proceeds received by the Fund and each other series of the Trust from the issue or sale
of its shares, and all net investment income, realized and unrealized gain and proceeds thereof,
subject only to the rights of creditors, will be specifically allocated to such Fund or particular
series and constitute the underlying assets of that Fund or series.
The underlying assets of the Fund will be segregated on the books of account, and will be charged with the liabilities in
respect of the Fund and with a share of the general liabilities of the Trust. Expenses of the
Trust with respect to the Fund and the other series of the Trust are generally allocated in
proportion to the net asset values of the respective Fund or series except where allocations of
direct expenses can otherwise be fairly made.
The
Trust has adopted a policy to handle certain NAV related errors
occurring in the operation of the Fund, and under certain
circumstances neither the Fund nor shareholders who purchase or sell
shares during periods that errors accrue or occur may be recompensed
in connection with the resolution of the error.
Errors and Corrective Actions
The
Investment Adviser will report to the Board of Trustees any material
breaches of investment objective, policies or restrictions and any material errors in the calculation of the NAV of a Fund or the processing of purchases and redemptions. Depending on the nature and size of an error, corrective action may or may not
be required. Corrective action may involve a prospective correction of the NAV only,
correction of any erroneous NAV and compensation to a Fund, or
correction of any erroneous NAV, compensation to a Fund and
reprocessing of individual shareholder transactions. The Trusts
policies on errors and corrective action limit or restrict when corrective action will be taken or when compensation to a Fund or its shareholders will be paid, and not all mistakes will result in compensable errors. As a result, neither a Fund nor
its shareholders who purchase or redeem shares during periods
in which errors accrue or occur may be compensated in connection with the resolution of an error. Shareholders will generally not be notified of the occurrence of a compensable error or the resolution thereof absent unusual circumstances.
TAXATION
The following is a summary of the principal U.S. federal income, and certain state and local,
tax considerations affecting the Fund and its shareholders that are not described in the
Prospectuses. This summary does not address special tax rules applicable to certain classes of
investors, such as tax exempt entities, insurance companies and financial institutions. Each
prospective shareholder is urged to consult his or her own tax adviser with respect to the specific
federal, state, local and foreign tax consequences of investing in the Fund. The summary is based
on the laws in effect on the date of this Additional Statement, which are subject to change.
B-103
General
The
Fund is a separate taxable entity. The Fund has elected to be treated and intends to
qualify for each taxable year as a regulated investment company under Subchapter M of Subtitle A,
Chapter 1, of the Code. To qualify as such, the Fund must satisfy certain requirements relating to
the sources of its income, diversification of its assets and distribution of its income to
shareholders. As a regulated investment company, the Fund will not be subject to federal income or
excise tax on any net investment income and net realized capital gains that are distributed to its
shareholders in accordance with certain timing requirements of the Code.
There
are certain tax requirements that the Fund must follow in order to avoid federal
taxation. In their efforts to adhere to these requirements, the Fund
may have to limit its investment activities in some types of instruments. Qualification as a regulated investment company
under the Code requires, among other things, that (i) the Fund derive at least 90% of its gross
income (including tax exempt interest) for its taxable year from dividends, interest, payments with
respect to securities loans and gains from the sale or other disposition of stocks or securities,
or foreign currencies, net income from certain publicly traded
partnerships, or other income (including but not limited to gains from options, futures and
forward contracts) derived with respect to its business of investing in such stock, securities or
currencies (the 90% gross income test); and (ii) the Fund diversify its holdings so that, at the
close of each quarter of its taxable year, (a) at least 50% of the market value of its total
(gross) assets is comprised of cash, cash items, U.S. Government Securities, securities of other
regulated investment companies and other securities limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the Funds total assets and to not more than
10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value
of its total (gross) assets is invested in the securities of any one issuer (other than U.S.
Government Securities and securities of other regulated investment companies) or two or more
issuers controlled by the Fund and engaged in the same, similar or related trades or businesses, or
certain publicly traded partnerships.
Future Treasury regulations could provide that qualifying income under the 90% gross income
test will not include gains from foreign currency transactions that are not directly related to the
principal business
of the Fund
in investing in stock or securities or options and futures with respect to stock or securities.
Using foreign currency positions or entering into foreign currency options, futures and forward
contracts for purposes other than hedging currency risk with respect
to securities in the Fund or anticipated to
be acquired may not qualify as directly related under these tests.
As
a regulated investment company, the Fund will not be subject to U.S. federal income tax on
the portion of its income and capital gains that it distributes to its shareholders in any taxable
year for which it distributes, in compliance with the Codes timing and other requirements, at
least 90% of its investment company taxable income (which includes dividends, taxable interest,
taxable original issue discount income, market discount income, income from securities lending, net
short-term capital gain in excess of net long-term capital loss, certain net realized foreign
exchange gains, and any other taxable income other than net capital gain as defined below and is
reduced by deductible expenses) and at least 90% of the excess of its gross tax exempt interest
income, if any, over certain disallowed deductions (net tax
exempt interest). The Fund may retain
for investment its net capital gain (which consists of the excess of its net long-term capital
gain over its net short-term capital loss). However, if the Fund retains any investment company
taxable income or net capital gain, it will be subject to tax at regular corporate rates on the
amount retained. If the Fund retains any net capital gain, the Fund may designate the retained
amount as undistributed net capital gain in a notice to its shareholders who, if subject to U.S.
federal income tax on long-term capital gains, (i) will be required to include in income for
federal income tax purposes, as long-term capital gain, their shares of such
B-104
undistributed amount;
and (ii) will be entitled to credit their proportionate shares
of the tax paid by the Fund against
their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit
exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by
a shareholder of the Fund will be increased by the amount of undistributed net capital gain
included in the shareholders gross income and decreased by the federal income tax paid by the Fund
on that amount of net capital gain. The Fund intends to distribute for each taxable year to its
shareholders all or substantially all of its investment company taxable income (if any), net
capital gain and any net tax exempt interest. Exchange control or other foreign laws, regulations
or practices may restrict repatriation of investment income, capital or the proceeds of securities
sales by foreign investors such as the Fund and may therefore make it
more difficult for the Fund to satisfy the distribution requirements described above, as well as the excise tax
distribution requirements described below. However, the Fund
generally expects to be able to
obtain sufficient cash to satisfy such requirements from new investors, the sale of securities or
other sources. If for any taxable year the Fund does not qualify as a regulated investment company,
it will be taxed on all of its investment company taxable income and net capital gain at corporate
rates, and its
distributions to shareholders will be taxable as ordinary dividends to the extent of its current
and accumulated earnings and profits.
For
federal income tax purposes, the Fund is permitted to carry forward a net capital loss in
any year to offset its own capital gains, if any, during the eight years following the year of the
loss. These amounts are available to be carried forward to offset future capital gains to the extent
permitted by the Code and applicable tax regulations.
B-105
In
order to avoid a 4% federal excise tax, the Fund must distribute or be deemed to have
distributed by December 31 of each calendar year at least 98% of its taxable ordinary income for
such year, at least 98% of the excess of its capital gains over its capital losses (generally
computed on the basis of the one-year period
B-106
ending on October 31 of such year) and 100% of any
taxable ordinary income and the excess of capital gains over capital losses for the prior year that
were not distributed during such year and on which the Fund did not pay federal income tax. The
Fund anticipates that it will generally make timely distributions of income and capital gains in
compliance with these requirements so that it will generally not be required to pay the excise
tax.
Gains and losses on the sale, lapse, or other termination of options and futures contracts,
options thereon and certain forward contracts (except certain foreign currency options, forward
contracts and futures contracts) will generally be treated as capital gains and losses. Certain of
the futures contracts, forward contracts and options held by the Fund will be required to be
marked-to-market for federal income tax purposes, that is, treated as having been sold at their
fair market value on the last day of the Funds taxable year.
These provisions may require the Fund
to recognize income or gains without a concurrent receipt of cash. Any gain or loss recognized on
actual or deemed sales of these futures contracts, forward contracts or options will (except for
certain foreign currency options, forward contracts, and futures contracts) be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss. As a result of certain
hedging transactions entered into by the Fund, the Fund may be required to defer the recognition of
losses on futures or forward contracts and options or underlying securities or foreign currencies
to the extent of any unrecognized gains on related positions held by the Fund and the
characterization of gains or losses as long-term or short-term may be changed. The tax provisions
described above applicable to options, futures and forward contracts may affect the amount, timing,
and character of the Funds distributions to shareholders. Certain tax elections may be available to
the Fund to mitigate some of the unfavorable consequences described in this paragraph.
Section 988 of the Code contains special tax rules applicable to certain foreign currency
transactions and instruments that may affect the amount, timing and character of income, gain or
loss recognized by
B-107
the Fund. Under these rules, foreign exchange gain or loss
realized by the Fund with respect to foreign currencies and certain futures and options thereon,
foreign currency-denominated debt instruments, foreign currency forward contracts, and foreign
currency-denominated payables and receivables will generally be treated as ordinary income or loss,
although in some cases elections may be available that would alter this treatment. If a net
foreign exchange loss treated as ordinary loss under Section 988
of the Code were to exceed the
Funds investment company taxable income (computed without regard to such loss) for a taxable year,
the resulting loss would not be deductible by the Fund or its shareholders in future years. Net
loss, if any, from certain foreign currency transactions or instruments could exceed net investment
income otherwise calculated for accounting purposes with the result being either no dividends being
paid or a portion of the Funds dividends being treated as a return of
capital for tax purposes, nontaxable to the extent of a shareholders tax basis in his or her
shares and, once such basis is exhausted, generally giving rise to capital gains.
The
Fund may be subject to foreign taxes on income (possibly including, in some
cases, capital gains) from foreign securities. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes in some cases. If more than 50% of a funds total
assets at the close of any taxable year consist of stock or securities of foreign corporations and
it meets the distribution requirements described above, such fund will generally qualify to file an
election with the IRS pursuant to which shareholders of the Fund would be required to (i) include
in ordinary gross income (in addition to taxable dividends actually received) their pro rata shares
of foreign income taxes paid by the Fund that are treated as income taxes under U.S. tax
regulations (which excludes, for example, stamp taxes, securities transaction taxes, and similar
taxes) even though not actually received by such shareholders; and (ii) treat such respective pro
rata portions as foreign income taxes paid by them. Eligible funds may or may not make this
election for any particular taxable year. The Fund will not satisfy the 50% requirement described above and, therefore,
will not be permitted to make this election. Ineligible funds and
the Fund will, however, be entitled to deduct
such taxes in computing the amounts they are required to distribute.
B-108
Distributions from investment company taxable income, whether reinvested in
additional shares or paid in cash, as defined above, are generally taxable to shareholders who are
subject to tax as
ordinary income whether paid in cash or reinvested in additional shares. However,
distributions to noncorporate shareholders attributable to dividends received by the Funds from
U.S. and certain foreign corporations will generally be taxed at the long-term capital gain rate
(described below), as long as certain other requirements are met. For these lower rates to apply,
the noncorporate shareholders must have owned their Fund shares for at least 61 days during the
121-day period beginning 60 days before the Funds ex-dividend date. Taxable distributions include
distributions from any Fund, including the Tax Exempt Funds, that are attributable to (i) taxable
income, including but not limited to dividends, taxable bond interest, recognized market discount
income, original issue discount income accrued with respect to taxable bonds, income from
repurchase agreements, income from securities lending, income from dollar rolls, income from
interest rate, currency, total return swaps, options on swaps, caps, floors and collars, and a
portion of the discount from certain stripped tax exempt obligations or their coupons; or (ii)
capital gains from the sale of securities or other investments (including from the disposition of
rights to when-issued securities prior to issuance) or from options, futures or certain forward
contracts. Any portion of such taxable distributions that is attributable to a Funds net capital
gain, as defined above, may be designated by the Fund as a capital gain dividend, taxable to
shareholders as long-term capital gain whether received in cash or additional shares and regardless
of the length of time their shares of a Fund have been held.
It is expected that distributions made by the Funds will ordinarily not qualify for the
dividends-received deduction for corporations or for lower rates on
qualified dividends for non-corporate shareholders.
Distributions in excess of a Funds current and accumulated earnings and profits, as computed
for federal income tax purposes, will first reduce a shareholders basis in his or her shares and,
after the shareholders basis is reduced to zero, will generally constitute capital gains to a
shareholder who holds his or her shares as capital assets.
Shareholders receiving a distribution in the form of newly issued shares will be treated for
U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of
cash that they would have received had they elected to receive cash and will have a cost basis in
the shares received equal to such amount.
After the close of each calendar year, each Fund will inform shareholders of the federal
income tax status of its dividends and distributions, including the portion of such
dividends, if any, that qualifies as long-term capital gain.
B-109
All distributions, whether received in shares or in cash, as well as redemptions and
exchanges, must be reported by each shareholder who is required to file a U.S. federal income tax
return.
Different tax treatment, including penalties on certain excess contributions and deferrals,
certain pre-retirement and post-retirement distributions, and certain prohibited transactions is
accorded to accounts maintained as qualified retirement plans. Shareholders should consult their
tax advisers for more information.
Information Reporting and Backup Withholding
Each Fund will be required to report to the IRS all taxable distributions, as well as gross
proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt
recipients,
i.e
., corporations and certain other investors distributions to which are exempt from
the information reporting provisions of the Code. Under the backup withholding provisions of Code
Section 3406 and applicable Treasury regulations, all such reportable distributions and proceeds
may be subject to backup withholding of federal income tax at the current specified rate of 28% in
the case of exempt recipients that fail to certify to the Funds that they are not subject to
withholding, non-exempt shareholders who fail to furnish the Funds with their correct taxpayer
identification number (TIN) and with certain required certifications or if the IRS or a broker
notifies the Funds that the number furnished by the shareholder is incorrect or that the
shareholder is subject to backup withholding as a result of failure to report interest or dividend
income. A Fund may refuse to accept an application that does not contain any
required taxpayer identification number or certification that the number provided is correct. If
the backup withholding provisions are applicable, any such distributions and proceeds, whether
taken in cash or reinvested in shares, will be reduced by the amounts required to be withheld. Any
amounts withheld may be credited against a shareholders U.S. federal income tax liability. If a
shareholder does not have a TIN, it should apply for one immediately by contacting the local office
of the Social Security Administration or the Internal Revenue Service (IRS). Backup withholding
could apply to payments relating to a shareholders account while it is waiting receipt of a TIN.
Special rules apply for certain entities. For example, for an account established under a Uniform
Gifts or Transfers to Minors Act, the TIN of the minor should be furnished. Investors should
consult their tax advisers about the applicability of the backup withholding provisions.
Non-U.S. Shareholders
Nonresident aliens, foreign corporations and other foreign investors in a Fund will generally
be exempt from U.S. federal income tax on Fund distributions
attributable to net long-term capital gains, unless the recipients investment in a Fund is connected to a trade or
business of the recipient in the United States or if the recipient is present in the United States
for 183 days or more in a year and certain other conditions are met. Fund distributions
attributable to other categories of Fund income will generally be subject to a 30% withholding tax
when paid to foreign shareholders. The withholding tax may, however, be reduced (and, in some
cases, eliminated) under an applicable tax treaty between the United States and a shareholders
country of residence or incorporation, provided that the shareholder furnishes the Fund with a
properly completed Form W-8BEN to establish entitlement for these treaty benefits. All foreign
investors should consult their own tax advisors regarding the tax consequences in their country of
residence of an investment in a Fund.
B-110
PROXY VOTING
The
Trust, on behalf of the Fund, has delegated the voting of portfolio securities to the
Investment Adviser. The Investment Adviser has adopted policies and procedures (the Policy) for
the voting of proxies on behalf of client accounts for which the Investment Adviser has voting
discretion, including the Fund. Under the Policy, the Investment Advisers guiding principles in
performing proxy voting are to make decisions that: (i) favor proposals that tend to maximize a
companys shareholder value; and (ii) are not influenced by conflicts of interest. These
principles reflect the Investment Advisers belief that sound corporate governance will create a
framework within which a company can be managed in the interests of its shareholders.
The principles and positions reflected in the Policy are designed to guide the Investment
Adviser in voting proxies, and not necessarily in making investment decisions. Senior management
of the Investment Adviser will periodically review the Policy to ensure that it continues to be
consistent with the Investment Advisers guiding principles.
Public Equity Investments
.
To implement these guiding principles for investments in
publicly-traded equities, the Investment Adviser follows proxy voting guidelines (the Guidelines)
developed by Institutional Shareholder Services (ISS), except in certain circumstances, which are
generally described
below. The Guidelines embody the positions and factors the Investment Adviser generally considers
important in casting proxy votes. They address a wide variety of individual topics, including,
among others, shareholder voting rights, anti-takeover defenses, board structures, the election of
directors, executive and director compensation, reorganizations, mergers, and various shareholder
proposals. Attached as Appendix B is a summary of the Guidelines.
ISS has been retained to review proxy proposals and make voting recommendations in accordance
with the Guidelines. While it is the Investment Advisers policy generally to follow the
Guidelines and recommendations from ISS, the Investment Advisers portfolio management teams
(Portfolio Management Teams) retain the authority on any particular proxy vote to vote
differently from the Guidelines or a related ISS recommendation, in keeping with their different
investment philosophies and processes. Such decisions, however, remain subject to a review and
approval process, including a determination that the decision is not influenced by any conflict of
interest. In forming their views on particular matters, the Portfolio Management Teams are also
permitted to consider applicable
B-111
regional rules and practices, including codes of conduct and other
guides, regarding proxy voting, in addition to the Guidelines and recommendations from ISS.
In addition to assisting the Investment Adviser in developing substantive proxy voting
positions, ISS also updates and revises the Guidelines on a periodic basis, and the revisions are
reviewed by the Investment Adviser to determine whether they are consistent with the Investment
Advisers guiding principles. ISS also assists the Investment Adviser in the proxy voting process
by providing operational, recordkeeping and reporting services.
The Investment Adviser is responsible for reviewing its relationship with ISS and for
evaluating the quality and effectiveness of the various services provided by ISS. The Investment
Adviser may hire other service providers to replace or supplement ISS with respect to any of the
services the Investment Adviser currently receives from ISS.
The Investment Adviser has implemented procedures that are intended to prevent conflicts of
interest from influencing proxy voting decisions. These procedures include the Investment
Advisers use of ISS as an independent third party, a review and approval process for individual
decisions that do not follow ISSs recommendations, and the establishment of information barriers
between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc.
Fixed Income and Private Investments
.
Voting decisions with respect to fixed income
securities and the securities of privately held issuers generally
will be made by the Funds managers
based on their assessment of the particular transactions or other matters at issue.
Information regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is available on or
through the Funds website at
http://www.goldmansachsfunds.com and on the SECs website at
http://www.sec.gov
.
PAYMENTS TO INTERMEDIARIES
The Investment Adviser, Distributor and/or their affiliates may make payments to Authorized
Dealers, Service Organizations and other financial intermediaries (Intermediaries) from time to
time to promote the sale, distribution and/or servicing of shares of the Fund. These payments
(Additional
Payments) are made out of the Investment Advisers, Distributors and/or their affiliates own
assets, and are not an additional charge to the Fund or their shareholders. The Additional
Payments are in addition to the distribution and service fees paid by the Fund described in the
Funds Prospectuses and this Additional Statement, and are also in addition to the sales
commissions payable to Intermediaries as set forth in the Prospectuses.
These Additional Payments are intended to compensate Intermediaries for, among other things:
marketing shares of the Fund, which may consist of payments relating to Fund included on
preferred or recommended fund lists or in certain sales programs from time to time sponsored by the
Intermediaries; access to the Intermediaries registered representatives or salespersons, including
at conferences and other meetings; assistance in training and education of personnel; finders or
referral fee for directing investors to the Fund; marketing support fees for providing
assistance in promoting the sale of Fund Shares (which may include promotions in communications
with the Intermediaries customers, registered representatives, and sales persons); and/or other
specified services intended to assist in the distribution and marketing of the Fund. In addition,
the Investment Adviser, Distributor and/or their affiliates may make Additional Payments (including
through sub-transfer agency and networking agreements) for sub-accounting, administrative and/or
shareholder processing services that are in addition to the transfer
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agent, shareholder administration, servicing and processing fees paid by the Fund. The Additional Payments made by
the Investment Adviser, Distributor and their affiliates may be a fixed dollar amount; may be based
on the number of customer accounts maintained by an Intermediary; may be based on a percentage of
the value of shares sold to, or held by, customers of the Intermediary involved; or may be
calculated on another basis. Furthermore, the Investment Adviser, Distributor and/or their
affiliates may, to the extent permitted by applicable regulations, contribute to various non-cash
and cash incentive arrangements to promote the sale of shares, as well as sponsor various
educational programs, sales contests and/or promotions. The Investment Adviser, Distributor and
their affiliates may also pay for the travel expenses, meals, lodging and entertainment of
Intermediaries and their salespersons and guests in connection with educational, sales and
promotional programs subject to applicable NASD regulations. The amount of these Additional
Payments (excluding payments made through sub-transfer agency and networking agreements) is
normally not expected to exceed 0.50% (annualized) of the amount sold or invested through the
Intermediaries. The Additional Payments are negotiated based on a range of factors, including but
not limited to, ability to attract and retain assets (including
particular classes of the Funds
shares), target markets, customer relationships, quality of service and industry reputation.
For
the fiscal year ended March 31, 2007, the Investment Adviser, distributor and their
affiliates made Additional Payments out of their own assets to
approximately [ ] Intermediaries.
During the fiscal year ended March 31, 2007, the Investment Adviser, distributor and their
affiliates paid to Intermediaries approximately
$[ ]million in Additional Payments (excluding
payments made through sub-transfer agency and networking agreements) with respect to all funds of
the Trust (not including the Fund, which had not commenced operations
as of that date) and all of the funds in an affiliated investment
company, Goldman Sachs Variable Insurance Trust.
The Additional Payments made by the Investment Adviser, Distributor and/or their affiliates
may be different for different Intermediaries and may vary with respect to the type of fund (e.g.,
equity, fund, fixed income fund, specialty fund, asset allocation portfolio or money market fund)
sold by the Intermediary. In addition, the Additional Payment arrangements may include breakpoints
in compensation which provide that the percentage rate of compensation varies as the dollar value
of the amount sold or invested through an Intermediary increases. The presence of these Additional
Payments, the varying fee structure and the basis on which an Intermediary compensates its
registered
representatives or salespersons may create an incentive for a particular Intermediary, registered
representative or salesperson to highlight, feature or recommend the Fund based on, at least in part,
the level of compensation paid. Shareholders should contact their Authorized Dealer or other
Intermediary for more information about the payments they receive and any potential conflicts of
interest.
Please contact your Intermediary if you have a question about whether your Intermediary
receives the Additional Payments described above. For additional questions, please contact Goldman
Sachs Funds at 1-800-621-2550.
OTHER INFORMATION
Selective Disclosure of Portfolio Holdings
The Board of Trustees of the Trust and the Investment Adviser have adopted a policy on
selective disclosure of portfolio holdings in accordance with regulations that seek to ensure that
disclosure of information about portfolio securities is in the best interest of Fund shareholders
and to address the conflicts between the interests of shareholders and its service providers. The
policy provides that neither the Fund nor its Investment Adviser, Distributor or any agent, or any
employee thereof (Fund Representative) will disclose the Funds portfolio holdings information to
any person other than in accordance with the policy. For purposes
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of the policy, portfolio
holdings information means the Funds actual portfolio holdings, as well as nonpublic information
about its trading strategies or pending transactions. Under the
policy, neither the Fund nor any
Fund Representative may solicit or accept any compensation or other consideration in connection
with the disclosure of portfolio holdings information. A Fund Representative may provide portfolio
holdings information to third parties if such information has been included in the Funds public
filings with the SEC or is disclosed on the Funds publicly accessible website. Information posted
on the Funds website may be separately provided to any person commencing the day after it is first
published on the Funds website.
Portfolio holdings information that is not filed with the SEC or posted on the publicly
available website may be provided to third parties only if the third party recipients are required
to keep all portfolio holdings information confidential and are prohibited from trading on the
information they receive. Disclosure to such third parties must be approved in advance by the
Investment Advisers legal or compliance department. Disclosure to providers of auditing, custody,
proxy voting and other similar services for the Fund, as well as rating and ranking organizations,
will generally be permitted; however, information may be disclosed to other third parties
(including, without limitation, individuals, institutional investors, and intermediaries that sell
shares of the Fund,) only upon approval by the Funds Chief Compliance Officer, who must first
determine that the Fund has a legitimate business purpose for doing so and check with the Fund
Transfer Agent to ascertain whether the third party has been identified as an excessive trader. In
general, each recipient of non-public portfolio holdings information must sign a confidentiality
and non-trading agreement, although this requirement will not apply when the recipient is otherwise
subject to a duty of confidentiality. In accordance with the policy, the identity of those
recipients who receive non-public portfolio holdings information on an ongoing basis is as follows:
the Investment Adviser and its affiliates, the Funds independent registered public accounting
firm, the Funds custodian, the Funds legal counsel Dechert LLP,
the Funds financial printer- Bowne, and the Funds proxy voting service- ISS. In addition,
certain funds on the Additional Statement provide non-public portfolio holdings information to
Standard & Poors Rating Services to allow the Fund to be rated by it. These entities are
obligated to keep such information confidential. Third party providers of custodial or accounting
services to the Fund may release non-public portfolio holdings information of the Fund only with
the permission of Fund Representatives. From time to time portfolio holdings information may be
provided to broker-dealers solely in connection with the Fund seeking portfolio securities trading
suggestions. In providing this information reasonable precautions, including limitations on the
scope of the portfolio holdings information disclosed, are taken to avoid any potential misuse of
the disclosed information. All marketing materials prepared by the Trusts principal underwriter
is reviewed by Goldman Sachs Compliance department for consistency with the Trusts portfolio
holdings disclosure policy.
The Goldman Sachs equity funds currently intend to publish on the Trusts website
(http://www.goldmansachsfunds.com) complete portfolio holdings for each equity fund as of the end
of each calendar quarter subject to a fifteen calendar day lag between the date of the information
and the date on which the information is disclosed. In addition, the Goldman Sachs equity funds
intend to publish on their website month-end top ten holdings subject to a ten calendar day lag
between the date of the information and the date on which the information is disclosed. The Fund
described in this Additional Statement currently intends to publish complete portfolio holdings on
its website as of the end of each fiscal quarter, subject to a thirty
calendar day lag, and to post selected holdings information monthly
on a ten calendar day lag. The Fund may publish on the website complete portfolio holdings information more
frequently if it has a legitimate business purpose for doing so.
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Under the policy, Fund Representatives will initially supply the Board of the Trustees with a
list of third parties who receive portfolio holdings information pursuant to any ongoing
arrangement. In addition, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were permitted during the
preceding quarter. In addition, the Board of Trustees is to approve at its meetings a list of Fund
Representatives who are authorized to disclose portfolio holdings information under the policy. As
of the date of this Additional Statement, only certain officers of the Trust as well as certain
senior members of the compliance and legal groups of the Investment Adviser have been approved by
the Board of Trustees to authorize disclosure of portfolio holdings information.
Miscellaneous
The Fund will redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset
value of the Fund during any 90- day period for any one shareholder.
The Fund, however, reserves
the right to pay redemptions exceeding $250,000 or 1% of the net
asset value of the Fund at the time of redemption by a distribution in
kind of securities (instead of cash) from the
Fund. The securities distributed in kind would be readily marketable and would be valued for this
purpose using the same method employed in calculating the Funds net asset value per share. See
Net Asset Value. If a shareholder receives redemption proceeds in kind, the shareholder should
expect to incur transaction costs upon the disposition of the securities received in the
redemption.
The
right of a shareholder to redeem shares and the date of payment by the Fund may be
suspended for more than seven days for any period during which the New York Stock Exchange is
closed, other than the customary weekends or holidays, or when trading on such Exchange is
restricted as determined by the SEC; or during any emergency, as determined by the SEC, as a result
of which it is not reasonably practicable for
the Fund to dispose of securities owned by it or fairly to determine the value of its net assets;
or for such other period as the SEC may by order permit for the
protection of shareholders of the
Fund. (The Trust may also suspend or postpone the recordation of the transfer of shares upon the
occurrence of any of the foregoing conditions.)
As stated in the Prospectuses, the Trust may authorize Service Organizations, Authorized
Dealers and other institutions that provide recordkeeping, reporting and processing services to
their customers to accept on the Trusts behalf purchase, redemption and exchange orders placed by
or on behalf of their customers and, if approved by the Trust, to designate other intermediaries to
accept such orders. These institutions may receive payments from the Trust or Goldman Sachs for
their services. Certain Service Organizations, Authorized Dealers or institutions may enter into
sub-transfer agency agreements with the Trust or Goldman Sachs with respect to their services.
In the interest of economy and convenience, the Trust does not issue certificates representing
the Funds shares. Instead, the Transfer Agent maintains a record of each shareholders ownership.
Each shareholder receives confirmation of purchase and redemption orders from the Transfer Agent.
Fund shares and any dividends and distributions paid by the Fund are reflected in account
statements from the Transfer Agent.
The Prospectuses and this Additional Statement do not contain all the information included in
the Registration Statement filed with the SEC under the 1933 Act with respect to the securities
offered by the Prospectuses. Certain portions of the Registration Statement have been omitted from
the Prospectuses and this Additional Statement pursuant to the rules and regulations of the SEC.
The Registration Statement including the exhibits filed therewith may be examined at the office of
the SEC in Washington, D.C.
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Statements contained in the Prospectuses or in this Additional Statement as to the contents of
any contract or other document referred to are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or other document filed as an exhibit to the
Registration Statement of which the Prospectuses and this Additional Statement form a part, each
such statement being qualified in all respects by such reference.
FINANCIAL STATEMENTS
A
copy of the Funds 2007 Annual
Report (when available) may be obtained upon request and without charge by writing Goldman, Sachs & Co., P.O. Box
06050, Chicago, Illinois 60606 or by calling Goldman, Sachs & Co., at the telephone number on the
back cover of each Funds Prospectus. The Annual Report for the
fiscal period ended October 30, 2007 will become available in
December 2007.
OTHER INFORMATION REGARDING PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
(Class A Shares and Class C Shares Only)
The following information supplements the information in the Prospectus under the captions
Shareholder Guide and Dividends. Please see the Prospectus for more complete information.
Other Purchase Information/Sales Charge Waivers
The sales charge waivers on the Funds shares are due to the nature of the investors involved
and/or the reduced sales effort that is needed to obtain such investments.
If
shares of the Fund are held in a street name account with an Authorized Dealer, all
recordkeeping, transaction processing and payments of distributions relating to the beneficial
owners account will be performed by the Authorized Dealer, and not by the Fund and its Transfer
Agent. Since the Fund will have no record of the beneficial owners transactions, a beneficial
owner should contact the Authorized Dealer to purchase, redeem or exchange shares, to make changes
in or give instructions concerning the account or to obtain information about the account. The
transfer of shares in a street name account to an account with another dealer or to an account
directly with the Fund involves special procedures and will require the beneficial owner to obtain
historical purchase information about the shares in the account from the Authorized Dealer.
Shareholders
of the Funds of the AXA Enterprise Funds Trust, AXA Enterprise
Multimanager Funds Trust and The Enterprise Group of Funds, Inc. (AXA Funds) who (i) receive shares of a Fund of the Trust in connection with the reorganization of the AXA Funds into the certain Funds of the Trust and (2) fall into one
of the following classes of individual or institutions that qualified to
purchase Class A Shares of the AXA Funds without a front-end sales
charge will be eligible to purchase Class A Shares of the Funds of the Trust without a front-end sales charge: (a) any government entity that is prohibited from paying a sales charge or commission to purchase mutual fund shares; (b) representatives
and employees, or their immediate family members, of broker-dealers and other intermediaries that previously had entered into selling or service arrangements with the Enterprise
Fund Distributors, Inc. with respect to the AXA Funds; (c) financial institutions and other financial institutions trust departments with respect to funds over which they exercise exclusive discretionary investment authority and which are
held in fiduciary, agency, advisory, custodial or similar capacity; (d) investors who were direct referrals by the Enterprise Capital Management, Inc. or AXA Equitable Life Insurance Companys employees; (e) clients of fee-based/fee-only
financial advisor;
and (f) certain employee benefit plans qualified under Sections 401,
403 and 408 of the Internal Revenue Code, or participants of such
plans that invest $100,000 or more ($500,000 or more, in the case of Traditional Individual Retirement Accounts (IRAs), IRA rollovers, Coverdell Education Savings Accounts or Roth IRAs).
Former shareholders of other funds
that were part of another fund family who received Goldman Sachs Fund shares in connection with a reorganization into the Goldman Sachs
Funds prior to 2006 are in certain circumstances eligible to purchase Class A Shares of the Goldman Sachs Funds without a
front-end sales charge if they had qualified for such purchases under the guidelines for NAV purchase of the
prior fund family.
Right of Accumulation (Class A)
A Class A shareholder qualifies for cumulative quantity discounts if the current purchase
price of the new investment plus the shareholders current
holdings of existing Class A and/or Class C Shares (acquired by purchase or exchange) of the Fund and Class A, Class B and/or
Class C Shares of any other Goldman Sachs Fund total the requisite amount for receiving a discount.
For example, if a shareholder owns shares with a current market value of $65,000 and purchases
additional Class A Shares of the same Fund with
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a purchase price of $45,000, the sales charge for
the $45,000 purchase would be 3.0% (the rate applicable to a single purchase of $100,000 or more).
Class A and/or Class C Shares of the Fund and Class B and/or Class C Shares of any other
Goldman Sachs Fund purchased (i) by an individual, his spouse and his children; and (ii) by a
trustee, guardian or other fiduciary of a single trust estate or a single fiduciary account, will
be combined for the purpose of determining whether a purchase will qualify for such right of
accumulation and, if qualifying, the applicable sales charge level. For purposes of applying the
right of accumulation, shares of the Fund and any other Goldman Sachs Fund purchased by an
existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be combined with
Class A, Class B and/or Class C Shares and other assets held by all other Goldman Sachs Wealth
Management accounts or accounts of GS Ayco Holding LLC, respectively.
In addition, Class A and/or Class C Shares of the Fund and Class A, Class B and/or Class C Shares of any other
Goldman Sachs Fund purchased by partners, directors, officers or employees of the same business
organization or by groups of individuals represented by and investing on the recommendation of the
same accounting firm, certain affinity groups or other similar organizations (collectively,
eligible persons) may be combined for the purpose of determining whether a purchase will qualify
for the right of accumulation and, if qualifying, the applicable sales charge level. This right of
accumulation is subject to the following conditions: (i) the business organizations, groups or
firms agreement to cooperate in the offering of the Funds shares to eligible persons; and (ii)
notification to the Fund at the time of purchase that the investor is eligible for this right of
accumulation. In addition, in connection with SIMPLE IRA accounts, cumulative quantity discounts
are available on a per plan basis if (i)
your employee has been assigned a cumulative discount number by Goldman Sachs; and (ii) your
account, alone or in combination with the accounts of other plan participants also invested in
Class A, Class B and/or Class C shares of the Goldman Sachs Funds totals the requisite aggregate
amount as described in the Prospectuses.
Statement of Intention (Class A)
If
a shareholder anticipates purchasing at least $100,000, not counting reinvestments of dividends and
distributions, of Class A Shares of the Fund alone or in combination with Class A Shares of any other
Goldman Sachs Fund within a 13-month period, the shareholder may purchase shares of the Fund at a
reduced sales charge by submitting a Statement of Intention (the Statement). Shares purchased
pursuant to a Statement will be eligible for the same sales charge discount that would have been
available if all of the purchases had been made at the same time. The shareholder or his
Authorized Dealer must inform Goldman Sachs that the Statement is in effect each time shares are
purchased. There is no obligation to purchase the full amount of shares indicated in the
Statement. A shareholder may include the value of all Class A Shares on which a sales charge has
previously been paid as an accumulation credit toward the completion of the Statement, but a
price readjustment will be made only on Class A Shares purchased within 90 days before submitting
the Statement. The Statement authorizes the Transfer Agent to hold in escrow a sufficient number
of shares which can be redeemed to make up any difference in the sales charge on the amount
actually invested. For purposes of satisfying the amount specified on the Statement, the gross
amount of each investment, exclusive of any appreciation on shares previously purchased, will be
taken into account.
The provisions applicable to the Statement, and the terms of the related escrow agreement, are
set forth in Appendix C to this Additional Statement.
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Shareholders may receive dividends and distributions in additional shares of the same class of
the Fund in which they have invested. Alternatively, shareholders may elect to receive dividends
and distributions in cash or in shares of the same class of another mutual fund sponsored by
Goldman Sachs (a Goldman Sachs Fund). Holders of Class A shares may also elect to receive
dividends and distributions in ILA Service Shares of the Goldman Sachs Institutional Liquid
Assets Prime Obligations Portfolio or of the Goldman Sachs Tax-Exempt Diversified Portfolio.
Automatic Exchange Program
A Fund shareholder may elect to exchange automatically a specified dollar amount of shares of
the Fund for shares of the same class or an equivalent class of another Goldman Sachs Fund provided
the
minimum initial investment requirement has been satisfied. A Fund shareholder should obtain and
read the prospectus relating to the other Goldman Sachs Fund and its shares and consider its
investment objective, policies and applicable fees and expenses before electing an automatic
exchange into that Goldman Sachs Fund.
Class C Exchanges
As stated in the Prospectuses, Goldman Sachs normally begins paying the annual 0.75%
distribution fee on Class C Shares to Authorized Dealers after the shares have been held for one
year. When an Authorized Dealer enters into an appropriate agreement with Goldman Sachs and stops
receiving this payment on Class C Shares that have been beneficially owned by the Authorized
Dealers customers for at least ten years, those Class C Shares may be exchanged for Class A Shares
(which bear a lower distribution fee) of the Fund at their relative net asset value without a
sales charge in recognition of the reduced payment to the Authorized Dealer.
Systematic Withdrawal Plan
A systematic withdrawal plan (the Systematic Withdrawal Plan) is available to shareholders
of a Fund whose shares are worth at least $5,000. The Systematic Withdrawal Plan provides for
monthly payments to the participating shareholder of any amount not less than $50.
Dividends and capital gain distributions on shares held under the Systematic Withdrawal Plan
are reinvested in additional full and fractional shares of the Fund at net asset value.
The Transfer Agent acts as agent for the shareholder in redeeming sufficient full and fractional
shares to provide the amount of the systematic withdrawal payment. The Systematic Withdrawal Plan
may be terminated at any time. Goldman Sachs reserves the right to initiate a fee of up to $5 per
withdrawal, upon 30 days written notice to the shareholder. Withdrawal payments should not be
considered to be dividends, yield or income. If periodic withdrawals continuously exceed new
purchases and reinvested dividends and capital gains distributions, the shareholders original
investment will be correspondingly reduced and ultimately exhausted. The maintenance of a
withdrawal plan concurrently with purchases of additional Class A or Class C Shares would
be disadvantageous because of the sales charge imposed on purchases of Class A Shares or the
imposition of a CDSC on redemptions of Class A and Class C Shares. The CDSC applicable to
Class C Shares redeemed under a Systematic Withdrawal Plan may be waived. See
Shareholder Guide in the Prospectuses. In addition, each withdrawal constitutes a redemption of
shares, and any gain or loss realized must be reported for federal and state income tax purposes.
A shareholder
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should consult his or her own tax adviser with regard to the tax consequences of
participating in the Systematic Withdrawal Plan. For further information or to request a Systematic
Withdrawal Plan, please write or call the Transfer Agent.
B-119
DISTRIBUTION AND SERVICE PLANS
(Class A Shares and Class C Shares Only)
Distribution and Service Plans
.
As described in the Prospectus, the Trust has
adopted, on behalf of Class A and Class C Shares of the Fund, distribution and service
plans (each a Plan). See Shareholder Guide Distribution and Service Fees in the Prospectus.
The distribution fees payable under the Plans are subject to Rule 12b-1 under the Act and finance
distribution and other services that are provided to investors in the Fund and enable the Fund to
offer investors the choice of investing in either Class A or Class C Shares when investing
in the Fund. In addition, the distribution fees payable under the Plans may be used to assist the
Fund in reaching and maintaining asset levels that are efficient for the Funds operations and
investments.
The
Plans for the Fund were most recently approved by a majority vote of
the Trustees of the Trust, including a majority of the non-interested Trustees of the Trust who
have no direct or indirect financial interest in the Plans, cast in person at a meeting called for
the purpose of approving the Plans on June 13, 2007.
The compensation for distribution services payable under a Plan to Goldman Sachs may not
exceed 0.25% and 0.75% per annum of the Funds average daily net assets attributable to Class
A and Class C Shares, respectively, of the Fund.
Under the Plan for Class C Shares, Goldman Sachs is also entitled to received a
separate fee for personal and account maintenance services equal to an annual basis of 0.25% of
the Funds average daily net assets attributable to or Class C Shares. With
respect to Class
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A Shares, the Distributor at its discretion may use compensation for distribution
services paid under the Plan for personal and account maintenance services and expenses so long as
such total compensation under the Plan does not exceed the maximum cap on service fees imposed by
the NASD.
Each Plan is a compensation plan which provides for the payment of a specified fee without
regard to the expenses actually incurred by Goldman Sachs. If such fee exceeds Goldman Sachs
expenses, Goldman Sachs may realize a profit from these arrangements. The distribution fees
received by Goldman Sachs under the Plans and CDSC on Class A and Class C Shares may be
sold by Goldman Sachs as distributor to entities which provide financing for payments to Authorized
Dealers in respect of sales of Class A and Class C Shares. To the extent such fees are
not paid to such dealers, Goldman Sachs may retain such fees as compensation for its services and
expenses of distributing the Funds Class A and Class C Shares.
Under
each Plan, Goldman Sachs, as distributor of the Funds
Class A and Class C
Shares, will provide to the Trustees of the Trust for their review, and the Trustees of the Trust
will review at least quarterly a written report of the services provided and amounts expended by
Goldman Sachs under the Plans and the purposes for which such services were performed and
expenditures were made.
The
Plans will remain in effect until June 30, 2008 and from year to year thereafter, provided
that such continuance is approved annually by a majority vote of the Trustees of the Trust,
including a majority of the non-interested Trustees of the Trust who have no direct or indirect
financial interest in the Plans. The Plans may not be amended to increase materially the amount of
distribution compensation described therein without approval of a majority of the outstanding Class
A or Class C Shares of the Fund and affected share class but may be amended
without shareholder approval to increase materially the amount of non-distribution compensation.
All material amendments of a Plan must also be approved by the Trustees of the Trust in the manner
described above. A Plan may be terminated at any time without payment of any
penalty by a vote of a majority of the non-interested Trustees of the Trust or by vote of a
majority of the Class A or Class C Shares, respectively, of the Fund and affected
share class. If a Plan was terminated by the Trustees of the Trust and no successor plan was
adopted, the Fund would cease to make payments to Goldman Sachs under the Plan and Goldman Sachs
would be unable to recover the amount of any of its unreimbursed expenditures. So long as a Plan
is in effect, the selection and nomination of non-interested Trustees of the Trust will be
committed to the discretion of the non-interested Trustees of the Trust. The Trustees of the Trust
have determined that in their judgment there is a reasonable likelihood that the Plans will benefit
the Fund and its Class A and Class C shareholders.
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ACCOUNT SERVICE PLAN
(Class A and Institutional Shares Only)
The
Fund has adopted account service plans (the
Plans) with respect to its Class A and
Institutional Shares which authorizes it to compensate
Goldman Sachs for providing certain account services, personal and account maintenance services,
and other services performed and expenses incurred by Goldman Sachs that are intended to facilitate
or improve the provision of account services and/or personal and account maintenance services of
Authorized Dealers in the case of Class A Shares or Service Organizations in the case of
Institutional Shares to their customers who are beneficial owners of such Shares (Customers).
Account services under the Plans include, without limitation, (a) acting or arranging for
another party to act, as recordholder and nominee of Class A or Institutional Shares beneficially
owned by Customers; (b) establishing and maintaining or assist in establishing and maintaining
individual accounts and records with respect to Class A or Institutional Shares owned by each
Customer; (c) processing or assist in processing confirmations concerning customer orders to
purchase, redeem and exchange Class A or Institutional Shares; (d) receiving and transmitting or
assist in receiving and transmitting funds representing the purchase price or redemption proceeds
of such Class A or Institutional Shares; (e) providing services to Customers intended to facilitate
or improve their understanding of the benefits and risks of the Fund to Customers; (f) facilitating
or assist in facilitating electronic or computer trading and/or
processing in the Fund or providing
or assist in providing electronic, computer or other information
regarding the Fund to Customers; and
(g) performing other related services which do not constitute any activity which is primarily
intended to result in the sale of shares within the meaning of Rule 12b-1 under the Act or
personal and account maintenance services within the meaning of the NASDs Conduct Rules.
Personal and account maintenance services under the Plans include, without limitation, (a)
providing facilities to answer inquiries and respond to correspondence with Customers and other
investors about the status of their accounts or about other aspects of the Trust or the
Fund; (b) acting as
B-122
liaison between Customers and the Trust, including obtaining information from the Trust and
assisting the Trust in correcting errors and resolving problems; (c) providing such statistical and
other information as may be reasonably requested by the Trust or necessary for the Trust to comply
with applicable federal or state law; (d) responding to investor requests for Prospectuses; (e)
displaying and making Prospectuses available on the Authorized Dealers or Service Organizations
premises; (f) assisting Customers in completing application forms, selecting dividend and other
account options and operating custody accounts with the Authorized Dealers or Service
Organizations; and (g) performing other related services which constitute personal and account
maintenance services within the meaning of the NASDs Conduct Rules but do not constitute any
activity which is primarily intended to result in the sale of shares within the meaning of Rule
12b-1 under the Act.
As
compensation for such services, the Fund will pay Goldman Sachs an account service fee in
an amount up to 0.05% (on an annualized basis) of the average daily net assets of the Class A or
Institutional Shares of the Fund. The Plans provide for account service fees to Goldman Sachs
without regard to the expenses actually incurred by Goldman Sachs. If the fees exceed Goldman
Sachs expenses, Goldman Sachs may realize a profit from these arrangements. Goldman Sachs will
determine the amount (if any) of the account service fee to be paid to one or more Authorized
Dealers in the case of Class A Shares or Service Organizations in the case of Institutional Shares.
Payments to Authorized Dealers or Service Organizations will be subject to agreements entered into
with Goldman Sachs (Service Agreements). In no event will the amount paid to Goldman Sachs or
any Authorized Dealer under the Plan for Class A Shares and the Trusts Class A Distribution and
Service Plan for personal and account maintenance services and expenses exceed the maximum limit
on service fees as those terms are defined in Section 2830 of the Conduct Rules of the NASD.
Conflict of interest restrictions (including the Employee Retirement Income Security Act of
1974) may apply to an Authorized Dealers or Service Organizations receipt of compensation paid
by Goldman Sachs in connection with the investment of fiduciary assets in Class A or Institutional
Shares of a Fund. Authorized Dealers and Service Organizations, including banks regulated by the
Comptroller of the Currency, the Federal Reserve Board or the Federal Deposit Insurance
Corporation, and investment advisers and other money managers subject to the jurisdiction of the
SEC, the Department of Labor or state securities commissions, are urged to consult their legal
advisers before investing fiduciary assets in Class A or
Institutional Shares of the Fund. In
addition, under some state securities laws, banks and other financial institutions purchasing Class
A or Institutional Shares on behalf of their Customers may be required to register as dealers.
B-123
The Trustees, including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the Plans or the related
Service Agreements, most recently voted to approve the Plans and related Service Agreements with
respect to the Fund on June 13, 2007 at a meeting called for the purpose of
voting on such Plan and Service Agreements. The Plans and related Service Agreements will remain
in effect until June 30, 2008 and will continue in effect thereafter only if such continuance is
specifically approved annually by a vote of the Trustees in the manner described above. The Plans
may be amended to increase materially the amount to be spent for the services described therein
without approval of the shareholders of the Funds Class A and Institutional Class. All
material amendments of the Plans must be approved by the Trustees in the manner described above. A
Plan may be terminated at any time by a majority of the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation of the Plan and
Service Agreements or by a vote of a majority of the outstanding Class A or Institutional Shares of
the Fund. The Service Agreements may be terminated at any time, without payment of any
penalty, by vote of a majority of such Trustees or by a vote of a majority of the outstanding Class
A or Institutional Shares of the Fund on not more than sixty (60) days written notice to
any other party to the Service Agreements. The Service Agreements will terminate automatically if
assigned. So long as the Plans are in effect, the selection and nomination of those Trustees who
are not interested persons will be committed to the discretion of the non-interested Trustees. The
Trustees have determined that, in its judgment, there is a reasonable likelihood that the Plans
will benefit the Fund and the holders of Class A and Institutional Shares.
B-124
PART C
OTHER INFORMATION
Item 23.
Exhibits
The exhibits listed below relating to Goldman Sachs Trust are incorporated herein by reference to
the following post-effective amendments to Goldman Sachs Trusts Registration Statement on Form
N-1A:
Post-Effective Amendment No. 26 to such Registration Statement (Accession No. 000950130-95-002856);
Post-Effective Amendment No. 27 to such Registration Statement (Accession No. 0000950130-96-004931);
Post-Effective Amendment No. 29 to such Registration Statement (Accession No. 0000950130-97-000573);
Post-Effective Amendment No. 31 to such Registration Statement (Accession No. 0000950130-97-000805);
Post-Effective Amendment No. 32 to such Registration Statement (Accession No. 0000950130-97-0001846);
Post-Effective Amendment No. 40 to such Registration Statement (Accession No. 0000950130-97-004495);
Post-Effective Amendment No. 41 to such Registration Statement (Accession No 0000950130-98-000676);
Post-Effective Amendment No. 43 to such Registration Statement (Accession No. 0000950130-98-000965);
Post-Effective Amendment No. 44 to such Registration Statement (Accession No. 0000950130-98-002160);
Post-Effective Amendment No. 46 to such Registration Statement (Accession No. 0000950130-98-003563);
Post-Effective Amendment No. 47 to such Registration Statement (Accession No. 0000950130-98-004845);
Post-Effective Amendment No. 48 to such Registration Statement (Accession No. 0000950109-98-005275);
Post-Effective Amendment No. 50 to such Registration Statement (Accession No. 0000950130-98-006081);
Post-Effective Amendment No. 51 to such Registration Statement (Accession No. 0000950130-99-000178);
Post-Effective Amendment No. 52 to such Registration Statement (Accession No. 0000950130-99-000742);
Post-Effective Amendment No. 53 to such Registration Statement (Accession No. 0000950130-99-001069);
Post-Effective Amendment No. 54 to such Registration Statement (Accession No. 0000950130-99-002212);
Post-Effective Amendment No. 55 to such Registration Statement (Accession No. 0000950109-99-002544);
Post-Effective Amendment No. 56 to such Registration Statement (Accession No. 0000950130-99-005294);
Post-Effective Amendment No. 57 to such Registration Statement (Accession No. 0000950109-99-003474);
Post-Effective Amendment No. 58 to such Registration Statement (Accession No. 0000950109-99-004208);
Post-Effective Amendment No. 59 to such Registration Statement (Accession No. 0000950130-99-006810);
Post-Effective Amendment No. 60 to such Registration Statement (Accession No. 0000950109-99-004538)
(no exhibits filed as part of this Amendment);
Post-Effective Amendment No. 61 to such Registration Statement (Accession No. 0000950130-00-000099)
(no exhibits filed as part of this Amendment);
Post-Effective Amendment No. 62 to such Registration Statement (Accession No. 0000950109-00-000585);
Post-Effective Amendment No. 63 to such Registration Statement (Accession No. 0000950109-00-001365);
Post-Effective Amendment No. 64 to such Registration Statement (Accession No. 0000950130-00-002072);
Post-Effective Amendment No. 65 to such Registration Statement (Accession No. 0000950130-00-002509);
Post-Effective Amendment No. 66 to such Registration Statement (Accession No. 0000950130-00-003033);
Post-Effective Amendment No. 67 to such Registration Statement (Accession No. 0000950130-00-003405);
Post-Effective Amendment No. 68 to such Registration Statement (Accession No. 0000950109-00-500123);
Post-Effective Amendment No. 69 to such Registration Statement (Accession No. 0000950109-00-500156);
Post-Effective Amendment No. 70 to such Registration Statement (Accession No. 0000950109-01-000419);
Post-Effective Amendment No. 71 to such Registration Statement (Accession No. 0000950109-01-500094);
Post-Effective Amendment No. 72 to such Registration Statement (Accession No. 0000950109-01-500540);
Post-Effective Amendment No. 73 to such Registration Statement (Accession No. 0000950123-01-509514);
Post-Effective Amendment No. 74 to such Registration Statement (Accession No. 0000950123-02-002026);
Post-Effective Amendment No. 75 to such Registration Statement (Accession No. 0000950123-02-003780);
Post-Effective Amendment No. 76 to such Registration Statement (Accession No. 0000950123-02-006143);
Post-Effective Amendment No. 77 to such Registration Statement (Accession No. 0000950123-02-006151);
Post-Effective Amendment No. 78 to such Registration Statement (Accession No. 0000950123-02-007177);
Post-Effective Amendment No. 79 to such Registration Statement (Accession No. 0000950123-02-011711);
Post-Effective Amendment No. 80 to such Registration Statement (Accession No. 0000950123-02-011988);
Post-Effective Amendment No. 81 to such Registration Statement (Accession No. 0000950123-03-001754);
C-1
Post-Effective Amendment No. 82 to such Registration Statement (Accession No. 0000950123-03-004262);
Post-Effective Amendment No. 83 to such Registration Statement (Accession No. 0000950123-03-007054);
Post-Effective Amendment No. 84 to such Registration Statement (Accession No. 0000950123-03-009618);
Post-Effective Amendment No. 85 to such Registration Statement (Accession No. 0000950123-03-013727);
Post-Effective Amendment No. 86 to such Registration Statement (Accession No. 0000950123-04-002212);
Post-Effective Amendment No. 87 to such Registration Statement (Accession No. 0000950123-04-003073);
Post-Effective Amendment No. 88 to such Registration Statement (Accession No. 0000950123-04-004668);
Post-Effective Amendment No. 93 to such Registration Statement (Accession No. 0000950123-04-015178);
Post-Effective Amendment No. 103 to such Registration Statement (Accession No. 0000950123-05-007490);
Post-Effective Amendment No. 109 to such Registration Statement (Accession No. 0000950123-05-011442);
Post-Effective Amendment No. 112 to such Registration Statement (Accession No. 0000950123-05-014459);
Post-Effective Amendment No. 114 to such Registration Statement (Accession No. 0000950123-05-015341);
Post-Effective Amendment No. 118 to such Registration Statement (Accession No. 0000950123-06-001985);
Post-Effective Amendment No. 119 to such Registration Statement (Accession No. 0000950123-06-002378);
Post-Effective Amendment No. 124 to such Registration Statement (Accession No. 0000950123-06-005419);
Post-Effective Amendment No. 127 to such Registration Statement (Accession No. 0000950123-06-007014);
Post-Effective Amendment No. 129 to such Registration Statement (Accession No. 0000950123-06-008041);
Post-Effective Amendment No. 135 to such Registration Statement (Accession No. 0000950123-06-012408);
Post-Effective Amendment No. 137 to such Registration Statement (Accession No. 0000950123-06-012620);
Post-Effective Amendment No. 143 to such Registration Statement (Accession No. 0000950123-06-015465);
Post-Effective Amendment No. 149 to such Registration Statement (Accession No. 0000950123-07-000569);
Post-Effective Amendment No. 159 to such Registration Statement (Accession No. 0000950123-07-008564); and
the Registrants Registration Statement on Form N-14 relating to the Registrants acquisition of
the Golden Oak
®
Family of Funds (Acquisition) (Accession No. 0000950123-04-008643).
Exhibit:
|
|
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(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).
|
|
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|
(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).
|
|
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|
(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).
|
|
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|
(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).
|
C-2
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(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).
|
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|
(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).
|
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|
(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).
|
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|
(a)(14).
|
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Amendment No. 13 dated February 3, 2000 to Agreement and Declaration of Trust as amended, dated
January 28, 1997. (Accession No. 0000950109-00-000585).
|
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|
(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).
|
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|
(a)(16).
|
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Amendment No. 15 dated August 1, 2000 to Agreement and Declaration of Trust, as amended, dated
January 28, 1997. (Accession No. 0000950109-00-500123).
|
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|
(a)(17).
|
|
Amendment No. 16 dated January 30, 2001 to Agreement and Declaration of Trust, dated January 28,
1997. (Accession No. 0000950109-01-500540).
|
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|
(a)(18).
|
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Amendment No. 17 dated April 25, 2001 to Agreement and Declaration of Trust, dated January 28,
1997. (Accession No. 0000950123-01-509514).
|
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|
(a)(19).
|
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Amendment No. 18 dated July 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997.
(Accession No. 0000950123-02-011711).
|
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(a)(20).
|
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Amendment No. 19 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28,
1997. (Accession No. 0000950123-02-011711).
|
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|
(a)(21).
|
|
Amendment No. 20 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28,
1997. (Accession No. 0000950123-02-011711).
|
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|
(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).
|
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|
(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).
|
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|
(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).
|
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(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).
|
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(a)(26).
|
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Amendment No. 25 dated April 21, 2004 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-04-015178).
|
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(a)(27).
|
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Amendment No. 26 dated November 4, 2004 to the Agreement and Declaration of Trust dated
January 28, 1997. (Accession No. 0000950123-04-015178).
|
|
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|
(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).
|
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|
(a)(29).
|
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Amendment No. 28 dated May 12, 2005 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-05-014459).
|
C-3
|
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(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).
|
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|
(a)(31).
|
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Amendment No. 30 dated August 4, 2005 to the Agreement and Declaration of Trust dated January 28,
1977. (Accession No. 0000950123-05-014459).
|
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|
(a)(32).
|
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Amendment No. 31 dated November 2, 2005 to the Agreement and Declaration of Trust dated
January 28, 1997. (Accession No. 0000950123-06-007014).
|
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(a)(33).
|
|
Amendment No. 32 dated December 31, 2005 to the Agreement and Declaration of Trust dated
January 28, 1997. (Accession No. 0000950123-05-015341).
|
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|
(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).
|
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(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).
|
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(a)(36).
|
|
Amendment No. 35 dated May 11, 2006 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-06-008041).
|
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(a)(37).
|
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Amendment No. 36 dated June 15, 2006 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-06-010686).
|
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(a)(38).
|
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Amendment No. 37 dated August 10, 2006 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-06-015465).
|
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(a)(39).
|
|
Amendment No. 38 dated November 9, 2006 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-06-015465).
|
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(a)(40).
|
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Amendment No. 39 dated December 14, 2006 to the Agreement and Declaration of Trust dated January
28, 1997. (Accession No. 0000950123-07-008564).
|
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(a)(41).
|
|
Amendment No. 40 dated December 14, 2006 to the Agreement and Declaration of Trust dated January
28, 1997. (Accession No. 0000950123-07-008564).
|
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(a)(42).
|
|
Amendment No. 41 dated February 8, 2007 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-07-008564).
|
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|
(a)(43).
|
|
Amendment No. 42 dated March 15, 2007 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-07-008564).
|
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(a)(44).
|
|
Amendment No. 43 dated May 10, 2007 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-07-008564).
|
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(a)(45).
|
|
Amendment No. 44 dated June 13, 2007 to the Agreement and Declaration of Trust dated January
28, 1997, filed herewith.
|
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(b)(1).
|
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Amended and Restated By-laws of the Delaware business trust dated January 28, 1997.
(Accession No. 0000950130-97-000573).
|
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(b)(2).
|
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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).
|
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(b)(3).
|
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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).
|
C-4
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|
(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).
|
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(b)(5).
|
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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).
|
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(c).
|
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Article II, Section 10, Article IV, Section 3, Article V, Article VI, Article VII, Article IX,
Section 8 and Section 9 of the Registrants Agreement and Declaration of Trust incorporated herein
by reference as Exhibit (a)(1) and Article III of the Registrants Amended and Restated By-Laws
incorporated by reference as Exhibit (b)(3).
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(d)(1).
|
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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).
|
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|
(d)(2).
|
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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).
|
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|
(d)(3).
|
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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).
|
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(d)(4).
|
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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).
|
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|
(d)(5).
|
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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).
|
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(d)(6).
|
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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).
|
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(d)(7).
|
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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).
|
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(d)(8).
|
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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).
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(d)(9).
|
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Amended Annex A dated April 28, 1999 to Management Agreement dated April 30, 1997. (Accession
No. 0000950109-99-002544).
|
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(d)(10).
|
|
Amended Annex A dated July 27, 1999 to Management Agreement dated April 30, 1997. (Accession
No. 0000950130-99-005294).
|
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|
(d)(11).
|
|
Amended Annex A dated October 26, 1999 to Management Agreement dated April 30, 1997. (Accession
No. 0000950130-99-004208).
|
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(d)(12).
|
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Amended Annex A dated February 3, 2000 to Management Agreement dated April 30, 1997. (Accession
No. 0000950109-00-001365).
|
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(d)(13).
|
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Amended Annex A dated April 26, 2000 to Management Agreement dated April 30, 1997. (Accession
No. 0000950130-00-002509).
|
C-5
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(d)(14).
|
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Amended Annex A dated January 30, 2001 to Management Agreement dated April 30, 1997. (Accession
No. 0000950109-01-500094).
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|
(d)(15).
|
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Amended Annex A dated April 25, 2001 to Management Agreement, dated April 30, 1997. (Accession
No. 0000950123-01-509514).
|
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(d)(16).
|
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Amended Annex A dated August 1, 2002 to Management Agreement, dated April 30, 1997. (Accession
No. 0000950123-02-011711).
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(d)(17).
|
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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).
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(d)(18).
|
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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).
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(d)(19).
|
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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).
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(d)(20).
|
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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).
|
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(d)(21).
|
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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).
|
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(d)(22).
|
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Amended Annex A dated July 31, 2003 to the Management Agreement dated April 30, 1997. (Accession
No. 0000950123-03-009618).
|
|
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|
(d)(23).
|
|
Amended Annex A dated October 30, 2003 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-03-013727).
|
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|
(d)(24).
|
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Amended Annex A dated November 2, 2005 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-05-014459).
|
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|
(d)(25).
|
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Amended Annex A dated November 12, 2005 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-05-014459).
|
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(d)(26).
|
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Amended Annex A dated November 9, 2006 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-06-015465).
|
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|
(d)(27).
|
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Amended Annex A to the Management
Agreement dated April 30, 1997 (to be filed).
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(d)(28).
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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).
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(d)(29).
|
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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).
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C-6
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(d)(30).
|
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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).
|
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(d)(31).
|
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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).
|
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(d)(32).
|
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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. (Accession
No. 0000950123-06-015465).
|
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(d)(33).
|
|
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. (Accession No. 0000950123-06-015465).
|
|
|
|
(d)(34).
|
|
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. (Accession
No. 0000950123-06-015465).
|
|
|
|
(d)(35).
|
|
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. (Accession
No. 0000950123-06-015465).
|
|
|
|
(d)(36).
|
|
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. (Accession No. 0000950123-06-015465).
|
|
|
|
(d)(37).
|
|
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. (Accession No. 0000950123-06-015465).
|
|
|
|
(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. (Accession No. 0000950123-06-015465).
|
|
|
|
(e)(3).
|
|
Amended Exhibit A dated May 10, 2007 to the Distribution Agreement dated April 30, 1997, as
amended October 30, 2003. (Accession No. 0000950123-06-015465).
|
|
|
|
(e)(4).
|
|
Amended Exhibit A to the Distribution Agreement dated April 30, 1997, as
amended October 30, 2003 (to be filed).
|
|
|
|
(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).
|
C-7
|
|
|
(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 latters 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 latters designation of Security Pacific
National Bank as its subcustodian and certain other matters. (Accession No. 0000950130-98-000965).
|
C-8
|
|
|
(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).
|
C-9
|
|
|
(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).
|
|
|
|
(g)(39).
|
|
Global Custody Agreement dated June 30, 2006 between Registrant and JPMorgan Chase Bank, N.A.
(Accession No. 0000950123-07-000569).
|
|
|
|
(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).
|
C-10
|
|
|
(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
|
C-11
|
|
|
|
|
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).
|
|
|
|
(h)(30).
|
|
Mutual Funds Service Agreement dated June 30, 2006 between Registrant and J.P. Morgan Investor
Services Co. (Accession No. 0000950123-07-000569).
|
|
|
|
(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).
|
C-12
|
|
|
|
|
(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
|
C-13
|
|
|
|
|
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).
|
|
|
|
(i)(32).
|
|
Opinion of Dechert LLP (with respect to the Concentrated Emerging Markets Equity Fund). (Accession
No. 0000950123-07-008564).
|
|
|
|
(i)(33).
|
|
Opinion of Dechert LLP (with respect to the Retirement Strategies Portfolios and Inflation
Protected Securities Fund), filed herewith.
|
|
|
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(j).
|
|
None.
|
|
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(k).
|
|
Not applicable.
|
|
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|
(l).
|
|
Not applicable.
|
|
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(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).
|
|
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|
(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 for Messrs. Bakhru, Coblentz, Harker, Shuch and Strubel and Ms. Uniacke.
(Accession No. 0000950123-05-015341).
|
|
|
|
(q)(2)
|
|
Powers of Attorney for Ms. Daniels and Ms. Palmer. (Accession No. 0000950123-07-008564).
|
|
|
|
(q)(3).
|
|
Power of Attorney for 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).
C-14
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 Advisers
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 Registrants Registration Statement.
Mutual
fund and trustees and officers liability policies purchased jointly by the Registrant, Trust
for Credit Unions, Goldman Sachs Variable Insurance Trust and The Commerce Funds insure such
persons and their respective trustees, partners, officers and employees, subject to the policies
coverage limits and exclusions and varying deductibles, against loss resulting from claims by
reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Item 26.
Business and Other Connections of Investment Adviser
.
Goldman Sachs Asset Management, L.P. (GSAM LP) and Goldman Sachs Asset Management International
(GSAMI) are wholly-owned subsidiaries of the Goldman Sachs Group, Inc. and serve as investment
advisers to the Registrant. Set forth below are the names, businesses and business addresses of
certain managing directors of GSAM LP and GSAMI who are engaged in any other business, profession,
vocation or employment of a substantial nature.
|
|
|
|
|
Name and Position with
|
|
Name and Address
|
|
Connection with
|
the Investment Advisers
|
|
of Other Company
|
|
Other Company
|
John S. Weinberg
|
|
The Goldman Sachs Group, Inc.
|
|
Vice Chairman
|
Managing Director-
|
|
85 Broad Street
|
|
|
GSAM LP
|
|
New York, New York 10004
|
|
|
|
|
|
|
|
|
|
Goldman, Sachs & Co.
|
|
Managing Director
|
|
|
85 Broad Street
|
|
|
|
|
New York, New York 10004
|
|
|
|
|
|
|
|
Lloyd C. Blankfein
|
|
The Goldman Sachs Group, Inc.
|
|
Chairman, Chief Executive
|
Managing Director-
|
|
85 Broad Street
|
|
Officer and Director
|
GSAM LP
|
|
New York, New York 10004
|
|
|
|
|
|
|
|
|
|
Goldman, Sachs & Co.
|
|
Managing Director
|
|
|
85 Broad Street
|
|
|
|
|
New York, New York 10004
|
|
|
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.
C-15
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 Registrants 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)
|
|
Global Head of Compliance, Managing Director
|
Gary D. Cohn (1)
|
|
Managing Director
|
Christopher A. Cole (1)
|
|
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
|
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
|
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
|
Jon Winkelried (3)
|
|
Managing Director
|
|
|
|
(1)
|
|
85 Broad Street, New York, NY 10004
|
|
(2)
|
|
32 Old Slip, New York, NY 10005
|
|
(3)
|
|
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England
|
|
(4)
|
|
10 Hanover Square, New York, NY 10005
|
|
(5)
|
|
One New York Plaza, New York, NY 10004
|
|
(6)
|
|
12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan
|
|
(7)
|
|
River Court, 120 Fleet Street, London EC4A 2QQ, England
|
|
(8)
|
|
Cheung Kong Center, 68
th
Floor, 2 Queens Road Central, Hong Kong, China
|
(c) Not Applicable.
Item 28.
Location of Accounts and Records
.
The Declaration of Trust, By-laws and minute books of the Registrant and certain investment adviser
records are in the physical possession of GSAM LP, 32 Old Slip, New York, New York 10005. All other
accounts, books and other documents required to be maintained under Section 31(a) of the Investment
Company Act of 1940 and the Rules promulgated thereunder are in the physical possession of State
Street Bank and Trust Company, P.O. Box 1713, Boston, Massachusetts 02105 and JP Morgan Chase Bank,
N.A., 270 Park Avenue, New York, New York
C-16
10017 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.
C-17
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. 162 under Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 162 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 14th day of
August, 2007.
|
|
|
|
|
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
|
|
August 14, 2007
|
|
|
|
|
|
1
John M. Perlowski
John M. Perlowski
|
|
Treasurer (Principal Accounting
Officer and Principal Financial
Officer)
|
|
August 14, 2007
|
|
|
|
|
|
1
Ashok N. Bakhru
Ashok N. Bakhru
|
|
Chairman and Trustee
|
|
August 14, 2007
|
|
|
|
|
|
1
John P. Coblentz, Jr.
John P. Coblentz, Jr.
|
|
Trustee
|
|
August 14, 2007
|
|
|
|
|
|
Diana
M. Daniels
Diana M. Daniels
|
|
Trustee
|
|
August 14, 2007
|
|
|
|
|
|
1
Patrick T. Harker
Patrick T. Harker
|
|
Trustee
|
|
August 14, 2007
|
|
|
|
|
|
Jessica
Palmer
Jessica Palmer
|
|
Trustee
|
|
August 14, 2007
|
|
|
|
|
|
1
Alan A. Shuch
Alan A. Shuch
|
|
Trustee
|
|
August 14, 2007
|
|
|
|
|
|
1
Richard P. Strubel
Richard P. Strubel
|
|
Trustee
|
|
August 14, 2007
|
|
|
|
|
|
By:
|
|
/s/ Peter V. Bonanno
|
|
|
|
|
|
|
|
|
|
Peter V. Bonanno,
|
|
|
|
|
Attorney-In-Fact
|
|
|
1. Pursuant to a power of attorney previously filed.
C-18
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
13, 2007.
RESOLVED
, that the Trustees and Officers of the Trusts who may be required to
execute any amendments to the Trusts 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: August 14, 2007
|
|
|
|
|
|
|
|
|
/s/ Peter V. Bonanno
|
|
|
Peter V. Bonanno,
Secretary
|
|
|
C-19
Exhibit Index
|
|
|
Exhibit
|
|
|
Number
|
|
|
|
|
|
(a)(45).
|
|
Amendment No. 44 dated June 13, 2007 to the Agreement and Declaration of Trust dated
January 28, 1997.
|
|
|
|
(i)(33).
|
|
Opinion of Dechert LLP (with respect to the Retirement Strategies Portfolios and Inflation
Protected Securities Fund).
|
C-20