GOLDMAN SACHS TRUST (Form: 485BXT, Received: 12/10/2007 17:20:40)

As filed with the Securities and Exchange Commission on December 10, 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. 175 þ
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 þ
Amendment No. 176 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)
Registrant’s Telephone Number,
including Area Code 312-655-4400


Peter V. Bonanno, Esq.		Copies to:
Goldman, Sachs & Co.		Jack W. Murphy, Esq.
One New York Plaza — 37 ^th Floor		Dechert LLP
New York, New York 10004		1775 I Street NW
		Washington, D.C. 20006-2401

(Name and address of agent for service)

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

o Immediately upon filing pursuant to paragraph (b)

þ On January 10, 2008 pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(1)

o On (date) pursuant to paragraph (a)(1)

o 75 days after filing pursuant to paragraph (a)(2)

o On (date) pursuant to paragraph (a)(2)

If appropriate, check the following box:

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

Title of Securities Being Registered: Class A and Institutional Shares of Goldman Sachs Tax-Advantaged Global Equity Portfolio, Goldman Sachs Enhanced Dividend Global Equity Portfolio and Goldman Sachs Taxable Satellite Portfolio, and Class A, Class C and Institutional Shares of Goldman Sachs Structured International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium Fund.

PART C

OTHER INFORMATION

Explanatory Note

Post-Effective Amendment No. 157 (the “Amendment”) was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 on April 30, 2007 to register the following new series of the Registrant: Goldman Sachs Tax-Advantaged Global Equity Portfolio; Goldman Sachs Enhanced Dividend Global Equity Portfolio; Goldman Sachs Taxable Satellite Portfolio; Goldman Sachs Structured International Small Cap Fund; Goldman Sachs Structured Emerging Markets Equity Fund; Goldman Sachs Structured International Tax-Managed Equity Fund; and Goldman Sachs International Equity Dividend and Premium Fund. Pursuant to Rule 485(a)(2), this Amendment would have become effective on July 14, 2007. On July 13, 2007, Post-Effective Amendment No. 160 was filed pursuant to Rule 485(b)(1)(iii) to extend the Amendment’s effective date to August 13, 2007. On August 10, 2007, Post-Effective Amendment No. 161 was filed pursuant to Rule 485(b)(1)(iii) to extend the Amendment’s effective date to September 12, 2007. On August 15, 2007, Post-Effective Amendment No. 163 was filed pursuant to Rule 485(a) for the purpose of updating disclosure for the Goldman Sachs Tax-Advantaged Global Equity Portfolio, Goldman Sachs Enhanced Dividend Global Equity Portfolio, and Goldman Sachs Taxable Satellite Portfolio. On September 11, 2007, Post-Effective Amendment No. 164 was filed pursuant to Rule 485(b)(1)(iii) to extend the Amendment’s effective date with respect to the Goldman Sachs Structured International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium Fund to October 12, 2007 (the shares of the remaining series that were introduced by the Amendment, Goldman Sachs Structured International Small Cap Fund and Goldman Sachs Structured Emerging Markets Equity Fund, became effective on September 12, 2007). On October 11, 2007, Post-Effective Amendment No. 168 was filed pursuant to Rule 485(b)(1)(iii) to extend the Amendment’s effective date with respect to the Goldman Sachs Structured International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium Fund to November 11, 2007. On October 26, 2007, Post-Effective Amendment No. 170 was filed pursuant to Rule 485(b)(1)(iii) to extend the effective date of Post-Effective Amendment No. 163 to November 11, 2007. On November 9, 2007, Post-Effective Amendment No. 171 was filed pursuant to Rule 485(b)(1)(iii) to extend the effective date of the Amendment (with respect to the Goldman Sachs Structured International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium Fund) and Post-Effective Amendment No. 163 to December 11, 2007.

This Post-Effective Amendment No. 175 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 10, 2008 as the new date upon which the Amendment (with respect to the Goldman Sachs Structured International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium Fund) and Post-Effective Amendment No. 163 shall become effective. This Post-Effective Amendment No. 175 incorporates by reference the information contained in Parts A and B of the Amendment (with respect to the Goldman Sachs Structured International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium Fund) and Post-Effective Amendment No. 163. Part C is filed herewith.

Item 23. Exhibits

The following exhibits relating to Goldman Sachs Trust are incorporated herein by reference to the following post-effective amendments to Goldman Sachs Trust’s Registration Statement on Form N-1A:

Post-Effective Amendment No. 26 to such Registration Statement (Accession No. 0000950130-95-002856);

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);

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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. 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);

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);

Post-Effective Amendment No. 161 to such Registration Statement (Accession No. 0000950123-07-011264);

Post-Effective Amendment No. 162 to such Registration Statement (Accession No. 0000950123-07-011487);

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Post-Effective Amendment No. 165 to such Registration Statement (Accession No. 0000950123-07-012544);

Post-Effective Amendment No. 171 to such Registration Statement (Accession No. 0000950123-07-015224);

Post-Effective Amendment No. 173 to such Registration Statement (Accession No. 0000950123-07-015968); and the Registrant’s Registration Statement on Form N-14 relating to the Registrant’s acquisition of the Golden Oak ^® Family of Funds (“Acquisition”) (Accession No. 0000950123-04-008643).

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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).

(a)(4).		Amendment No. 3 dated October 21, 1997 to the Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-000676).

(a)(5).		Amendment No. 4 dated January 28, 1998 to the Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-000676).

(a)(6).		Amendment No. 5 dated April 23, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-004845).

(a)(7).		Amendment No. 6 dated July 22, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-004845).

(a)(8).		Amendment No. 7 dated November 3, 1998 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-98-006081).

(a)(9).		Amendment No. 8 dated January 22, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-000742).

(a)(10).		Amendment No. 9 dated April 28, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950109-99-002544).

(a)(11).		Amendment No. 10 dated July 27, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-005294).

(a)(12).		Amendment No. 11 dated July 27, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-005294).

(a)(13).		Amendment No. 12 dated October 26, 1999 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-99-004208).

(a)(14).		Amendment No. 13 dated February 3, 2000 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950109-00-000585).

(a)(15).		Amendment No. 14 dated April 26, 2000 to Agreement and Declaration of Trust as amended, dated January 28, 1997. (Accession No. 0000950130-00-002509).

(a)(16).		Amendment No. 15 dated August 1, 2000 to Agreement and Declaration of Trust, as amended, dated January 28, 1997. (Accession No. 0000950109-00-500123).

(a)(17).		Amendment No. 16 dated January 30, 2001 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950109-01-500540).

(a)(18).		Amendment No. 17 dated April 25, 2001 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-01-509514).

(a)(19).		Amendment No. 18 dated July 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).

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(a)(20).		Amendment No. 19 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).

(a)(21).		Amendment No. 20 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-02-011711).

(a)(22).		Amendment No. 21 dated January 29, 2003 to the Agreement and Declaration of Trust, dated January 28, 1997. (Accession No. 0000950123-03-001754).

(a)(23).		Amendment No. 22 dated July 31, 2003 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-03-013727).

(a)(24).		Amendment No. 23 dated October 30, 2003 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-03-013727).

(a)(25).		Amendment No. 24 dated May 6, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-008643).

(a)(26).		Amendment No. 25 dated April 21, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-015178).

(a)(27).		Amendment No. 26 dated November 4, 2004 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-04-015178).

(a)(28).		Amendment No. 27 dated February 10, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123- 05-007490).

(a)(29).		Amendment No. 28 dated May 12, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-014459).

(a)(30).		Amendment No. 29 dated June 16, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-05-014459).

(a)(31).		Amendment No. 30 dated August 4, 2005 to the Agreement and Declaration of Trust dated January 28, 1977. (Accession No. 0000950123-05-014459).

(a)(32).		Amendment No. 31 dated November 2, 2005 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-007014).

(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).

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

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

(a)(36).		Amendment No. 35 dated May 11, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-008041).

(a)(37).		Amendment No. 36 dated June 15, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-06-010686).

(a)(38).		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).

(a)(40).		Amendment No. 39 dated December 14, 2006 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-07-008564).

(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).

(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).

(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).

(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).

(a)(45).		Amendment No. 44 dated June 13, 2007 to the Agreement and Declaration of Trust dated January 28, 1997. (Accession No. 0000950123-07-011487).

(a)(46)		Amendment No. 45 dated June 13, 2007 to the Agreement and Declaration of Trust dated January 28, 1997 (Accession No. (Accession No. 0000950123-07-015968).

(a)(47)		Amendment No. 46 dated November 8, 2007 to the Agreement and Declaration of Trust dated January 28, 1997 (Accession No. Accession No. 0000950123-07-015968).

(a)(48)		Amendment No. 47 dated November 8, 2007 to the Agreement and Declaration of Trust dated January 28, 1997 (Accession No. Accession No. 0000950123-07-015968).

(b)(1).		Amended and Restated By-laws of the Delaware business trust dated January 28, 1997. (Accession No. 0000950130-97-000573).

(b)(2).		Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated July 27, 1999. (Accession No. 0000950130-99-005294).

(b)(3).		Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-02-011711).

(b)(4).		Amendment to Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-04-015178).

(b)(5).		Amendment No. 1 dated November 4, 2004 to Amended and Restated By- Laws of the Delaware business trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No. 0000950123-04-007490).

(c).		Article II, Section 10, Article IV, Section 3, Article V, Article VI, Article VII, Article IX, Section 8 and Section 9 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference as Exhibit (a)(1) and Article III of the Registrant’s Amended and Restated By-Laws incorporated by reference as Exhibit (b)(3).

(d)(1).		Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short Duration Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-98-000676).

(d)(2).		Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Adjustable Rate Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-98-000676).

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(d)(3).		Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short Duration Tax-Free Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).

(d)(4).		Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Core Fixed Income Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).

(d)(5).		Management Agreement dated April 30, 1997 between the Registrant, on behalf of Goldman Sachs — Institutional Liquid Assets, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).

(d)(6).		Management Agreement dated April 30, 1997 between Registrant, Goldman Sachs Asset Management, Goldman Sachs Fund Management L.P. and Goldman, Sachs Asset Management International. (Accession No. 0000950109-98-005275).

(d)(7).		Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).

(d)(8).		Amended Annex A to Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management (Conservative Strategy Portfolio) (Accession No. 0000950130-99-000742).

(d)(9).		Amended Annex A dated April 28, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-99-002544).

(d)(10).		Amended Annex A dated July 27, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-99-005294).

(d)(11).		Amended Annex A dated October 26, 1999 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-99-004208).

(d)(12).		Amended Annex A dated February 3, 2000 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-00-001365).

(d)(13).		Amended Annex A dated April 26, 2000 to Management Agreement dated April 30, 1997. (Accession No. 0000950130-00-002509).

(d)(14).		Amended Annex A dated January 30, 2001 to Management Agreement dated April 30, 1997. (Accession No. 0000950109-01-500094).

(d)(15).		Amended Annex A dated April 25, 2001 to Management Agreement, dated April 30, 1997. (Accession No. 0000950123-01-509514).

(d)(16).		Amended Annex A dated August 1, 2002 to Management Agreement, dated April 30, 1997. (Accession No. 0000950123-02-011711).

(d)(17).		Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Short-Duration Tax-Free Fund). (Accession No. 0000950123-03-007054).

(d)(18).		Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Money Market Funds). (Accession No. 0000950123-03-007054).

(d)(19).		Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Fixed Income, Equity, Specialty and Money Market Funds). (Accession No. 0000950123-03-007054).

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(d)(20).		Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Core Fixed Income Fund). (Accession No. 0000950123-03-007054).

(d)(21).		Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the Goldman Sachs Asset Allocation Funds). (Accession No. 0000950123-03-007054).

(d)(22).		Amended Annex A dated July 31, 2003 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-03-009618).

(d)(23).		Amended Annex A dated October 30, 2003 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-03-013727).

(d)(24).		Amended Annex A dated November 2, 2005 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-05-014459).

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

(d)(26).		Amended Annex A dated November 9, 2006 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-06-015465).

(d)(27).		Amended Annex A dated May 10, 2007 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-07-008564).

(d)(28).		Amended Annex A dated June 14, 2007 to the Management Agreement dated April 30, 1997. (Accession No. 0000950123-07-012544).

(d)(29).		Amended Annex A dated May 10, 2007 to the Management Agreement dated January 1, 1998. (Accession No. 0000950123-07-012544).

(d)(30).		Fee Reduction Commitment dated January 1, 2005 among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Capital Growth, CORE Large Cap Growth, CORE U.S. Equity and International Growth Opportunities Funds. (Accession No. 0000950123-04-007490).

(d)(31).		Fee Reduction Commitment dated February 25, 2005 among Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Government Income and Global Income and Funds. (Accession No. 0000950123-04-007490).

(d)(32).		Fee Reduction Commitment dated April 29, 2005 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the CORE Tax-Managed Equity Fund. (Accession No. 0000950123-04-007490).

(d)(33).		Fee Reduction Commitment dated April 29, 2005 between Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the Aggressive Growth Strategy, Balanced Strategy, Growth and Income Strategy and Growth Strategy Portfolios. (Accession No. 0000950123-04-007490).

(d)(34).		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).

(d)(35).		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).

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(d)(36).		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)(37).		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)(38).		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)(39).		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).

(d)(40).		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. 0000950123-07-008564).

(e)(4).		Amended Exhibit A dated June 14, 2007 to the Distribution Agreement dated April 30, 1997, as amended October 30, 2003. (Accession No. 0000950123-07-012544).

(f).		Not applicable.

(g)(1).		Custodian Agreement dated July 15, 1991, between Registrant and State Street Bank and Trust Company. (Accession No. 0000950130-95-002856).

(g)(2).		Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, filed as Exhibit 8(a). (Accession No. 0000950130-98-000965).

(g)(3).		Letter Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the fees payable by Registrant pursuant to the Custodian Agreement, filed as Exhibit 8(b). (Accession No. 0000950130-98-000965).

(g)(4).		Amendment dated May 28, 1981 to the Custodian Agreement referred to above as Exhibit (g)(2). (Accession No. 0000950130-98-000965).

C-9


(g)(5).		Fee schedule relating to the Custodian Agreement between Registrant on behalf of the Goldman Sachs Asset Allocation Portfolios and State Street Bank and Trust Company. (Accession No. 0000950130-97-004495).

(g)(6).		Letter Agreement dated June 14, 1984 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to a change in wire charges under the Custodian Agreement, filed as Exhibit 8(d). (Accession No. 0000950130-98-000965).

(g)(7).		Letter Agreement dated March 29, 1983 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the latter’s designation of Bank of America, N.T. and S.A. as its subcustodian and certain other matters, filed as Exhibit 8(f). (Accession No. 0000950130-98-000965).

(g)(8).		Letter Agreement dated March 21, 1985 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the creation of a joint repurchase agreement account, filed as Exhibit 8(g). (Accession No. 0000950130-98-000965).

(g)(9).		Letter Agreement dated November 7, 1985, with attachments, between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, authorizing State Street Bank and Trust Company to permit redemption of units by check, filed as Exhibit 8(h). (Accession No. 0000950130-98-000965).

(g)(10).		Money Transfer Services Agreement dated November 14, 1985, including attachment, between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to transfers of funds on deposit with State Street Bank and Trust Company, filed as Exhibit 8(i). (Accession No. 0000950130-98-000965).

(g)(11).		Letter Agreement dated November 27, 1985 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, amending the Custodian Agreement. (Accession No. 0000950130-98-000965).

(g)(12).		Letter Agreement dated July 22, 1986 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to a change in wire charges. (Accession No. 0000950130-98-000965).

(g)(13).		Letter Agreement dated June 20, 1987 between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, amending the Custodian Agreement. (Accession No. 0000950130-98-000965).

(g)(14).		Letter Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets, pertaining to the latter’s designation of Security Pacific National Bank as its subcustodian and certain other matters. (Accession No. 0000950130-98-000965).

(g)(15).		Amendment dated July 19, 1988 to the Custodian Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets. (Accession No. 0000950130-98-000965).

(g)(16).		Amendment dated December 19, 1988 to the Custodian Agreement between Registrant and State Street Bank and Trust Company, on behalf of Goldman Sachs — Institutional Liquid Assets. (Accession No. 0000950130-98-000965).

(g)(17).		Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company on behalf of Goldman Sachs Capital Growth Fund. (Accession No. 0000950130-98-006081).

(g)(18).		Sub-Custodian Agreement dated March 29, 1983 between State Street Bank and Trust Company and Bank of America, National Trust and Savings Association on behalf of Goldman Sachs Institutional Liquid Assets. (Accession No. 0000950130-98-006081).

C-10


(g)(19).		Fee schedule dated January 8, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Conservative Strategy Portfolio). (Accession No. 0000950130-99-000742).

(g)(20).		Fee schedule dated April 12, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Strategic Growth and Growth Opportunities Portfolios). (Accession No. 0000950109-99-002544).

(g)(21).		Fee schedule dated July 19, 1999 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Internet Tollkeeper Fund). (Accession No. 0000950130-99-005294).

(g)(22).		Fee schedule dated October 1, 1999 relating to the Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Large Cap Value Fund). (Accession No. 0000950130-99-006810).

(g)(23).		Fee schedule dated January 12, 2000 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (CORE Tax-Managed Equity Fund). (Accession No. 0000950109-00-000585).

(g)(24).		Fee schedule dated January 6, 2000 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (High Yield Municipal Fund). (Accession No. 0000950109-00-000585).

(g)(25).		Fee schedule dated April 14, 2000 relating to Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company (Research Select Fund). (Accession No. 0000950130-00-002509).

(g)(26).		Fee schedule dated April 14, 2000 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Enhanced Income Fund). (Accession No. 0000950130-00-002509).

(g)(27).		Additional Portfolio Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950109-00-000585).

(g)(28).		Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated December 27, 1978. (Accession No. 0000950109-00-000585).

(g)(29).		Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated April 6, 1990. (Accession No. 0000950109-00-000585).

(g)(30).		Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust Company relating to Custodian Agreement dated July 15, 1991. (Accession No. 0000950109-00-000585).

(g)(31).		Letter Agreement dated January 29, 2001 relating to Custodian Agreement dated July 15, 1991 between Registrant and State Street Bank and Trust Company (Global Consumer Growth Fund, Global Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and Global Technology Fund). (Accession No. 0000950109-01-500540).

(g)(32).		Amendment dated July 2, 2001 to the Custodian Agreement dated December 27, 1978 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950123-01-509514).

(g)(33).		Amendment dated July 2, 2001 to the Custodian Contract dated April 6, 1990 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950123-01-509514).

(g)(34).		Amendment dated July 2, 2001 to the Custodian Contract dated July 15, 1991 between Registrant and State Street Bank and Trust Company. (Accession No. 0000950123-01-509514).

C-11


(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 August 9, 2007 between Registrant and Goldman, Sachs & Co., filed herewith.

(h)(4).		Form of Retail Service Agreement on behalf of Goldman Sachs Trust relating to Class A Shares of Goldman Sachs Asset Allocation Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds and Goldman Sachs International Equity Funds. (Accession No. 0000950130-98-006081).

(h)(5).		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)(6).		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)(7).		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).

C-12


(h)(8).		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)(9).		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)(10).		Goldman Sachs Institutional Liquid Assets Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(11).		Goldman Sachs Cash Management Shares Service Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-06-001985).

(h)(12).		Goldman Sachs FST Select Class Select Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(13).		Goldman Sachs FST Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(14).		Goldman Sachs FST Preferred Class Preferred Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(15).		Goldman Sachs Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(16).		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)(17).		Goldman Sachs Service Class Service Plan and Shareholder Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(18).		Goldman Sachs Cash Portfolio Administration Class Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(19).		Goldman Sachs Cash Portfolio Preferred Class Preferred Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(20).		Goldman Sachs FST Capital Administration Class Capital Administration Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(h)(21).		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)(22).		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)(23).		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)(24).		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).

C-13


(i)(2).		Opinion of Morris, Nichols, Arsht & Tunnell. (Accession No. 0000950130-97-001846).

(i)(3).		Opinion of Drinker Biddle & Reath LLP. (With respect to Japanese Equity and International Small Cap). (Accession No. 0000950130-98-003563).

(i)(4).		Opinion of Drinker Biddle & Reath LLP. (With respect to Cash Management Shares). (Accession No. 0000950130-98-003563).

(i)(5).		Opinion of Drinker Biddle & Reath LLP. (With respect to the European Equity Fund). (Accession No. 0000950130-98-006081).

(i)(6).		Opinion of Drinker Biddle & Reath LLP. (With respect to the CORE Large Cap Value Fund). (Accession No. 0000950130-98-006081).

(i)(7).		Opinion of Drinker Biddle & Reath LLP (With respect to the Conservative Strategy Portfolio). (Accession No. 0000950130-99-001069).

(i)(8).		Opinion of Drinker Biddle & Reath LLP (With respect to the Strategic Growth and Growth Opportunities Portfolios). (Accession No. 0000950109-99-002544).

(i)(9).		Opinion of Drinker Biddle & Reath LLP (With respect to the Internet Tollkeeper Fund). (Accession No. 0000950109-99-004208).

(i)(10).		Opinion of Drinker Biddle & Reath LLP (With respect to the Large Cap Value Fund). (Accession No. 0000950130-99-006810).

(i)(11).		Opinion of Drinker Biddle & Reath LLP (With respect to FST Select Shares). (Accession No. 0000950109-00-000585).

(i)(12).		Opinion of Drinker Biddle & Reath LLP (With respect to the High Yield Municipal Fund). (Accession No. 0000950109-00-001365).

(i)(13).		Opinion of Drinker Biddle & Reath LLP (With respect to the CORE Tax-Managed Equity Fund). (Accession No. 0000950109-00-001365).

(i)(14).		Opinion of Drinker Biddle & Reath LLP (With respect to the Research Select Fund). (Accession No. 0000950109-00-500123).

(i)(15).		Opinion of Drinker Biddle & Reath LLP (With respect to the Enhanced Income Fund). (Accession No. 0000950109-00-500123).

(i)(16).		Opinion of Drinker Biddle & Reath LLP (With respect to Cash Management Shares of certain ILA Portfolios). (Accession No. 0000950109-00-500123).

(i)(17).		Opinion of Drinker Biddle & Reath LLP (With respect to Global Consumer Growth Fund, Global Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and Global Technology Fund). (Accession No. 0000950109-01-500540).

(i)(18).		Opinion of Drinker Biddle & Reath LLP (With respect to all outstanding Funds and share classes). (Accession No. 0000950123-01-509514).

(i)(19).		Opinion of Drinker Biddle & Reath LLP (With respect to Financial Square Funds). (Accession No. 0000950123-02-011711).

(i)(20).		Opinion of Drinker Biddle & Reath LLP (With respect to the Concentrated Growth Fund). (Accession No. 0000950123-02-011711).

C-14


(i)(21).		Opinion of Drinker Biddle & Reath LLP (with respect to the Emerging Markets Debt Fund). (Accession No. 0000950123-03-013727).

(i)(22).		Opinion of Drinker Biddle & Reath LLP (with respect to the U.S. Mortgages Fund and Investment Grade Credit Fund). (Accession No. 0000950123-03-013727).

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

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

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

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

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

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

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

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

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

(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 Strategy Portfolios and Inflation Protected Securities Fund). (Accession No. 0000950123-07-011487).

(i)(34).		Opinion of Dechert LLP (with respect to the Structured International Small Cap Fund and Structured Emerging Markets Equity Fund). (Accession No. 0000950123-07-012544).

(i)(35)		Opinion of Dechert LLP (with respect to the Capital Growth Fund, Growth and Income Fund, Large Cap Value Fund, Concentrated Growth Fund, Growth Opportunities Fund, Small/Mid Cap Growth Fund and Small Cap Value Fund — Class R and Class IR Shares; with respect to the Mid Cap Value Fund — Class IR Shares) (Accession No. 0000950123-07-015968).

(i)(36)		Opinion of Dechert LLP (with respect to the Goldman Sachs Structured U.S. Equity Fund, Goldman Sachs Structured Large Cap Value Fund, Goldman Sachs Structured Large Cap Growth Fund, Goldman Sachs Structured Small Cap Equity Fund, Goldman Sachs Structured International Equity Fund, Goldman Sachs Structured Small Cap Value Fund, Goldman Sachs Structured Small Cap Growth Fund, Goldman Sachs Structured U.S. Equity Flex Fund, Goldman Sachs Structured International Equity Flex Fund, Goldman Sachs Strategic International Equity Fund, Goldman Sachs Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Income Strategies Portfolio, Goldman Sachs Satellite Strategies Portfolio,

C-15



		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, Goldman Sachs Government Income Fund, Goldman Sachs Core Fixed Income Fund, Goldman Sachs Core Plus Fixed Income Fund, Goldman Sachs High Yield Fund, Goldman Sachs Inflation Protected Securities Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs Commodity Strategy Fund— Class R and Class IR Shares; with respect to the Goldman Sachs International Real Estate Securities Fund, Goldman Sachs Ultra-Short Duration Government Fund , and Goldman Sachs Short Duration Government Fund— Class IR Shares). (Accession No. 0000950123-07-016179).





(j).		None.


(k).		Not applicable.

(l).		Not applicable.

(m)(1).		Class A Distribution and Service Plan amended and restated as of May 5, 2004. (Accession No. 0000950123-04-015178).

(m)(2).		Class B Distribution and Service Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(m)(3).		Class C Distribution and Service Plan amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(m)(4).		Cash Management Shares Plan of Distribution pursuant to Rule 12b-1 amended and restated as of February 4, 2004. (Accession No. 0000950123-04-002212).

(m)(5)		Class R Distribution and Service Plan dated November 8, 2007. (Accession No. 0000950123-07-015968).

(n)(1).		Plan in Accordance with Rule 18f-3, amended and restated as of November 8, 2007. (Accession No. 0000950123-07-015968).

(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. (Accession No. 0000950123-05-015341).

(q)(2).		Powers of Attorney for Ms. Daniels and Ms. Palmer. (Accession No. 0000950123-07-011264).

(q)(3).		Power of Attorney for John M. Perlowski. (Accession No. 0000950123-06-002378).

(q)(4)		Power of Attorney for James A. McNamara (Accession No. 0000950123-07-015224).

Item 24. Persons Controlled by or Under Common Control with Registrant.

Not Applicable.

C-16

Item 25. Indemnification

Article IV of the Declaration of Trust of Goldman Sachs Trust, a Delaware statutory trust, provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain limitations. The Declaration of Trust is incorporated by reference to Exhibit (a)(1).

The Management Agreement with each of the Funds (other than the ILA Portfolios) provides that the applicable Investment Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser or from reckless disregard by the Investment Adviser of its obligations or duties under the Management Agreement. Section 7 of the Management Agreement with respect to the ILA Portfolios provides that the ILA Portfolios will indemnify the Adviser against certain liabilities; provided, however, that such indemnification does not apply to any loss by reason of its willful misfeasance, bad faith or gross negligence or the Adviser’s reckless disregard of its obligation under the Management Agreement. The Management Agreements are incorporated by reference to Exhibits (d)(1) through (d)(7).

Section 9 of the Distribution Agreement between the Registrant and Goldman Sachs dated April 30, 1997, as amended October 30, 2003 and Section 7 of the Transfer Agency Agreement between the Registrant and Goldman, Sachs & Co. dated August 9, 2007 provides 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 Agreement is incorporated by reference as Exhibit (h)(3) to the Registrant’s Registration Statement.

Mutual fund and trustees and officers liability policies purchased jointly by the Registrant, Trust for Credit Unions, Goldman Sachs Variable Insurance Trust and The Commerce Funds insure such persons and their respective trustees, partners, officers and employees, subject to the policies’ coverage limits and exclusions and varying deductibles, against loss resulting from claims by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

C-17

Item 26. Business and Other Connections of Investment Adviser .

Goldman Sachs Asset Management, L.P. (“GSAM LP”) and Goldman Sachs Asset Management International (“GSAMI”) are wholly-owned subsidiaries of the Goldman Sachs Group, Inc. and serve as investment advisers to the Registrant. Set forth below are the names, businesses and business addresses of certain managing directors of GSAM LP and GSAMI who are engaged in any other business, profession, vocation or employment of a substantial nature.


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

C-18

Item 27. Principal Underwriters .

(a) Goldman, Sachs & Co. or an affiliate or a division thereof currently serves as distributor of the units of Trust for Credit Unions, for shares of Goldman Sachs Trust and for shares of Goldman Sachs Variable Insurance Trust. Goldman, Sachs & Co., or a division thereof currently serves as administrator and distributor of the units or shares of The Commerce Funds.

(b) Set forth below is certain information pertaining to the Managing Directors of Goldman, Sachs & Co., the Registrant’s principal underwriter, who are members of The Goldman Sachs Group, Inc.’s Management Committee. None of the members of the management committee holds a position or office with the Registrant.

GOLDMAN SACHS MANAGEMENT COMMITTEE


Name and Principal
Business Address		Position with Goldman, Sachs & Co.
Lloyd C. Blankfein (1)		Chairman and Chief Executive Officer
Alan M. Cohen (5)		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-19

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 10017 except for certain transfer agency records which are maintained by Goldman, Sachs & Co., 71 South Wacker Drive, Chicago, Illinois 60606.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-20

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 of the requirements for effectiveness of this Post-Effective Amendment No. 175 under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 175 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 10th day of December, 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 James A. McNamara	President (Chief Executive	December 10, 2007
James A. McNamara	Officer) and Trustee

¹ John M. Perlowski	Treasurer (Principal	December 10, 2007
John M. Perlowski	Accounting Officer and
	Principal Financial Officer)
	and Senior Vice President

¹ Ashok N. Bakhru	Chairman and Trustee	December 10, 2007
Ashok N. Bakhru

¹ John P. Coblentz, Jr.	Trustee	December 10, 2007
John P. Coblentz, Jr.

¹ Diana M. Daniels	Trustee	December 10, 2007
Diana M. Daniels

¹ Patrick T. Harker	Trustee	December 10, 2007
Patrick T. Harker

¹ Jessica Palmer	Trustee	December 10, 2007
Jessica Palmer

¹ Alan A. Shuch	Trustee	December 10, 2007
Alan A. Shuch

¹ Richard P. Strubel	Trustee	December 10, 2007
Richard P. Strubel


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


1.		Pursuant to a power of attorney previously filed.

C-21

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 Trust who may be required to execute any amendments to the Trust’s Registration Statement be, and each hereby is, authorized to execute a power of attorney appointing Peter Bonanno, James A. Fitzpatrick, James McNamara and John W. Perlowski, jointly and severally, their attorneys-in-fact, each with power of substitution, for said Trustees and Officers in any and all capacities to sign the Registration Statement under the Securities Act of 1933 and the 1940 Act of the Trust and any and all amendments to such Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the SEC, the Trustees and Officers hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Dated: December 10, 2007



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

EXHIBIT INDEX


(h)(3).		Transfer Agency Agreement dated August 9, 2007 between Registrant and Goldman, Sachs & Co.

Exhibit (h)(3)

GOLDMAN SACHS TRUST
TRANSFER AGENCY AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT made as of the 9 ^th day of August, 2007 by and between Goldman Sachs Trust (the “Trust”), a Massachusetts business trust and Goldman, Sachs & Co. (“Goldman Sachs”), a New York limited partnership, hereby amends and restates the Transfer Agency Agreement dated as of July 15, 1991 between the Trust and Goldman Sachs.

WITNESSETH:

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

WHEREAS, the Trust is empowered to issue shares of beneficial interest (“Shares”) in separate series with each such series representing the interests in a separate portfolio of securities and other assets;

WHEREAS, the Trust desires to appoint Goldman Sachs as Transfer Agent and Dividend Disbursing Agent and to perform the other services contemplated hereby with respect to the Trust , all portfolios currently offered by the Trust and all portfolios subsequently established by the Trust (together, the “Funds”); and

WHEREAS, Goldman Sachs is a registered transfer agent and is authorized to enter into this agreement and desires to accept appointment as Transfer Agent and Dividend Disbursing Agent; and

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

APPOINTMENT

	1.01		Subject to the terms set forth in this Agreement, the Trust hereby appoints Goldman Sachs as Transfer Agent and Dividend Disbursing Agent and to perform the other services contemplated hereby with respect to the Trust and each Fund.

	1.02		Goldman Sachs hereby accepts such appointment and agrees that it will act as Transfer Agent and Dividend Disbursing Agent and perform the other services described herein with respect to the Trust and each Fund.

	1.03		Goldman Sachs agrees to provide the necessary facilities, equipment and executive, administrative and clerical personnel to perform its duties and obligations hereunder in accordance with the terms hereof.

	1.04		Goldman Sachs may engage third parties to act as agents for the purpose of providing some or all of the Transfer Agency services described below all as shall be set forth in a written contract between Goldman Sachs and the agent; provided, however, that the appointment of any agent shall not relieve Goldman Sachs of its responsibilities or liabilities hereunder.

TRANSFER AGENT

	2.01		Goldman Sachs shall, subject to any instructions (as defined in Section 5 hereof), record the issuance, transfer and redemptions of Shares in accordance with the following provisions of this Section 2.

	2.02		After being notified by the Trust’s custodian (the “Custodian”) that the purchase price in respect of orders to purchase Shares has been received, Goldman Sachs shall compute in accordance with each Fund’s Prospectus (the term “Prospectus,” as used herein, shall be deemed to mean the applicable Fund or Funds’ then current prospectus or prospectuses, all applicable supplements thereto, the applicable Statement or Statements of Additional Information and all applicable supplements thereto, unless the context otherwise requires) the number of Shares to be purchased at the net asset value of such Shares applicable to such order and shall (i) credit the account of the purchaser with the number of Shares so purchased as of the time contemplated by the Prospectus and (ii) upon the settlement date, mail to the purchaser a confirmation of such purchase and notice of such credit.

	2.03		Upon receipt of requests for transfer in proper form, Goldman Sachs shall make appropriate entries to reflect the transfer of Shares on the records of the Trust maintained by it.

	2.04		Goldman Sachs shall make an adequate and accurate record of the date and time of receipt of all requests for redemption of Shares transmitted or delivered to it, and shall process such requests in accordance with the following provisions. If such redemption requests comply with the standards for redemption approved by the Trust (as evidenced by the Prospectus or by Instructions), Goldman Sachs shall compute in accordance with the Prospectus in the amount of redemption proceeds payable to each record holder of Shares (“Shareholder”) requesting redemption. If any such request for redemption does not comply with the standards for redemption approved by the Trust, Goldman Sachs shall take such actions as it reasonably deems appropriate under the circumstances and shall effect such redemption at the price applicable to the date and time of receipt of a redemption request (including any necessary documents) complying with such standards. At such times as may be agreed upon by Goldman Sachs and the Custodian so as to provide for the timely payment of redemptions in accordance with the Prospectus, Goldman Sachs shall advise the Custodian of aggregate redemption requests for which the Custodian is authorized to effect payment and shall advise the Custodian of the amount required to pay any portion of such redemptions which is payable by wire and the amount required to pay any portion of such redemptions which is payable by check. Goldman Sachs shall, as applicable, instruct the Custodian to wire transfer such redemptions to the Trust’s checking account established and maintained at the Custodian or at Northern Trust Company (“Northern”) in accordance with Section 17(f) of the 1940 Act. At such times as may be agreed upon by Goldman Sachs and Custodian so as to provide for the timely payment of redemptions in accordance with the provisions of the Prospectus, Goldman Sachs shall give wiring instructions to the Custodian so as to effect payment for redemptions to all Shareholders. In accordance with provisions of the resolutions of the Trust’s Board of Trustees and the Prospectus and with the terms of this Agreement, Goldman Sachs shall prepare and mail checks for redemptions to Shareholders who requested that redemption proceeds be remitted by check. Goldman Sachs shall (i) deduct from the account of the redeeming Shareholder the number of Shares redeemed as of the time contemplated by the Prospectus and (ii) mail to the redeeming Shareholder a confirmation of the redemption.

	2.05		In addition to mailing the confirmation and notice to purchasers as provided in paragraph 2.02 and the confirmation of redeeming Shareholders as provided in paragraph 2.04, Goldman Sachs will also provide a monthly or quarterly statement to Shareholders as described in the Prospectus.

DIVIDENDS AND DISTRIBUTIONS

3.01

With respect to those Shareholders which have elected reinvestments of dividends and distributions in additional Shares, Goldman Sachs shall credit the account of such Shareholders with the requisite number of additional Shares relative to each such dividend or distribution. With respect to those Shareholders which have elected to receive such dividends and distributions in cash, at such times as may be agreed upon by Goldman Sachs and the Custodian so as to provide for the timely payment of dividends or distributions to Shareholders in accordance with the provisions of the Prospectus, Goldman Sachs shall advise the Custodian orally of and confirm to it in writing, the aggregate amount of dividends or distributions which is payable to Shareholders and shall advise the Custodian orally of and confirm to it in writing, the amount required to pay any portion of any such dividend or distribution which is payable by wire and the amount required to pay any portion of any such dividend or distribution which is payable by check. Goldman Sachs shall as applicable instruct the Custodian to wire transfer dividends or distributions to the Trust’s checking account established and maintained at the Custodian or at Northern in accordance with Section 17(f) of the 1940 Act. At such times as may be agreed by Goldman Sachs and the Custodian so as to provide for the timely payment of dividends and distributions in accordance with the provisions of the Prospectus, Goldman Sachs shall give wiring instructions to the Custodian so as to effect payment for dividends and distributions to Shareholders who requested such payment by wire or by check. In accordance with the provisions of the resolutions of the Trust’s Board of Trustees and the Prospectus and with the terms of this Agreement, Goldman Sachs shall prepare and mail checks for dividends or distributions to Shareholders who requested payment thereof by check.

ADDITIONAL DUTIES

	4.01		Goldman Sachs shall establish and maintain a separate account with respect to each Shareholder. Goldman Sachs shall perform such “master” and “subaccounting” services, if any, as described in the Prospectus, provided that the Trust shall not change the description of such services in the Prospectus without obtaining the advance consent of Goldman Sachs. Goldman Sachs shall maintain records showing for each Shareholder’s account the following: (a) name, address, tax identifying number and number of Shares held; (b) historical information regarding the account, including dividends and distribution paid and date and price for all transactions; (c) any stop or restraining order placed against the account; (d) information with respect to withholdings; (e) any dividend or distribution reinvestment order, dividend or distribution address and correspondence relating to the current maintenance of the account; and (f) any information required in order for Goldman Sachs to perform the calculations and make the determinations contemplated or required by this Agreement.

	4.02		Goldman Sachs shall report abandoned property to state authorities as authorized by the Trust in accordance with the policies and procedures agreed upon by the Trust and Goldman Sachs.

	4.03		Goldman Sachs will provide the Trust with periodic reports on investor trading activity in the Trust based on parameters provided to Goldman Sachs by the Trust, as amended from time to time.

	4.04		The Trust may elect to delegate to Goldman Sachs certain anti-money laundering (“AML”) duties pursuant to the AML Program of the Trust with respect to the ownership of, and transaction in, Shares of the Trust for which Goldman Sachs maintains the applicable Shareholder information.

	4.05		Goldman Sachs shall maintain all records relating to its activities and obligations under this Agreement in such manner as will enable the Trust and Goldman Sachs to meet their respective obligations under: (i) the Prospectus; (ii) the required recordkeeping and reporting provisions of the 1934 Act, particularly Section 17A thereof, and of the 1940 Act, particularly Sections 30 and 31 thereof, and state securities or Blue Sky laws, and the rules and regulations thereunder; and (iii) applicable Federal and State tax laws and regulations thereunder.

	4.06		All records maintained by Goldman Sachs in connection with the performance of its duties under this Agreement will remain the property of the Trust, shall be returned to the Trust promptly upon request and, in the event of termination of this Agreement, will be promptly returned to or delivered as directed by the Trust. Such records may be inspected by the Trust at reasonable times. In the event such records are returned to or delivered as directed by the Trust, Goldman Sachs may at its option retain copies of such records.

	4.07		Goldman Sachs shall furnish to the Trust: (a) information as to the Shares distributed or to be distributed in each State for “Blue Sky” purposes at such times and in such degree of detail as is necessary for the Trust to verify the satisfaction of or to satisfy its obligations to register such Shares under applicable “Blue Sky” laws, and (b) copies of Shareholder lists and such other information and statistical data as may reasonably be requested in instructions.

	4.08		Goldman Sachs shall file with the Internal Revenue Service and with the appropriate State agencies, and, if required, mail to Shareholders such returns for reporting:

	(i)		return of capital, dividends and distributions paid, credited or withheld as are required by the Prospectus or applicable law or regulation to be so filed and mailed and

	(ii)		expenses incurred by the Trust as are required by applicable Federal law.

	4.09		Goldman Sachs will provide each Shareholder with a printed confirmation for each transaction or an individual statement as described in the Prospectus. Upon request from a Shareholder, Goldman Sachs shall prepare and mail a statement showing all activity in such Shareholder’s account.

	4.10		Goldman Sachs shall mail such notices of meetings and other material supplied to it by the Trust in connection with Shareholder meetings of the Trust and shall receive, examine and tabulate returned proxies and certify the vote to the Trust, all as and to the extent requested by the Trust.

	4.11		Goldman Sachs shall mail prospectuses, financial reports and, upon request, Statements of Additional Information to current Shareholders.

	4.12		Goldman Sachs shall cooperate with the Trust and the Trust’s independent public accountants in connection with: (a) the preparation of reports to Shareholders, to the Securities and Exchange Commission (including all required periodic and other reports), to State securities commissioners, and to others, (b) annual and other audits of the books and records of the Trust, and (c) other matters of a like nature.

	4.13		Goldman Sachs shall maintain adequate procedures and systems to safeguard from loss or damage attributable to fire, theft, misuse or any other cause the Trust’s records and other data

			and Goldman Sachs’ records, data, equipment, facilities and other property used in the performance of its obligations hereunder.

	4.14		Goldman Sachs shall maintain expedited redemption and dividend instructions from Shareholders in the form of such records as are necessary to honor telephone, telegraph or other redemption requests from Shareholders without signature guarantee and to effect the payment of dividends and distributions in accordance with the provisions of the Prospectus. Goldman Sachs shall apply such instructions as necessary to effect dividends, distributions, redemptions and other transactions in accordance with the provisions of the Prospectus. Goldman Sachs shall establish and maintain procedures reasonably designed to ensure the accuracy, safekeeping and proper application of records of expedited redemption and dividend instructions.

	4.15		Goldman Sachs, in the performance of its duties hereunder:

	(a)		shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in the like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and

	(b)		shall act in conformity with the Trust’s Agreement and Declaration of Trust dated as of September 24, 1987 (such Agreement and Declaration of Trust, as presently in effect and as amended from time to time, is herein called the “Declaration of Trust”), the Trust’s By-laws (such By-laws, as presently in effect and as amended from time to time, are herein called the “By-laws”), the Prospectus and any instruction, and will subject to the standard set forth in paragraph 4.15(a) above, comply with and conform to the requirements of the 1940 Act, the 1934 Act, particularly Section 17A thereof, and all other applicable federal and state laws, regulations and rulings; and

	(c)		shall not be liable for any damages, including those resulting from its failure to perform its obligations under the terms of this Agreement, provided such damages or failure are due to an act of God, equipment or transmission failure, strike or other cause reasonably beyond its control.

INSTRUCTIONS

5.01

Goldman Sachs shall be deemed to have received instructions (as that term is used herein) upon receipt of written instructions (including receipt by email, facsimile, telecopier, telegram, cable or Telex), which may be continuing instructions, approved by a majority of the Board of Trustees of the Trust or by a person that the Trustees shall have from time to time authorized to give the particular class of instructions in question. Different persons may be authorized to give instructions for different purposes, and instructions may be general or specific in terms. A certified copy of a By-law, resolution or action of the Board of Trustees of the Trust may be received and accepted by Goldman Sachs as conclusive evidence of the authority of any such persons to act and may be considered to be in full force and effect until receipt by Goldman Sachs of written notice to the contrary.

5.02

At any time Goldman Sachs may apply to any Trustee or officer of the Trust or any person authorized to give instructions, and may consult with legal counsel to the Trust with respect to any matter arising in connection with the services to be performed by Goldman Sachs under this Agreement, and Goldman Sachs and its agents and subcontractors shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel.

COMPENSATION

	6.01		For the services provided and the expenses assumed by Goldman Sachs pursuant to this Agreement, the Trust will pay to Goldman Sachs as full compensation therefore the compensation set forth in the schedule of even date herewith delivered by Goldman Sachs to the Trust until a different compensation schedule shall be agreed upon in writing between the parties which schedule shall be preceded by approval of a majority of the Trustees, including the Trustees who are not interested persons of the Trust or Goldman Sachs.

	6.02		Unless otherwise provided in this Agreement, Goldman Sachs shall bear the costs of providing its services under this Agreement. Notwithstanding the foregoing, the Trust shall bear the costs of its own operations.

	6.03		The Trust shall be directly responsible for the costs associated with the bank accounts maintained to support the settlement of shareholder activity, including but not limited to purchases, redemptions, dividends and capital gains and will benefit directly from any net earnings credits associated with these bank accounts. The bank accounts will be held in the name of Goldman Sachs or the Trust’s registered sub-transfer agent for the benefit of the Trust. All charges or earning credits will be allocated to the Trust by Goldman Sachs no less frequently than quarterly.

	6.04		The Trust and Goldman Sachs recognize that future regulatory obligations of Goldman Sachs in respect of the transfer agency services that it provides to the Trust may cause the apportionment of responsibilities and resulting compensation described hereunder to be reevaluated by the parties in good faith.

INDEMNIFICATION

7.01

The Trust hereby agrees to indemnify and hold harmless Goldman Sachs, its officers, partners and employees and each person, if any, who controls Goldman Sachs (collectively, the “Indemnified Parties”) against any and all losses, claims, damages or liabilities, joint or several, to which any such Indemnified Party may become subject under the 1934 Act, the 1940 Act or other Federal or State statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon Goldman Sachs’ actions hereunder. The Trust will reimburse each Indemnified Party for any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action.

7.02

It is understood, however, that nothing in this Section 7 shall protect any indemnified Party, or entitle any Indemnified Party to indemnification against any liability to the Trust or its Shareholders to which such party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of his duties, or by reason of his reckless disregard of his obligations and duties under this Agreement.

TERM OF AGREEMENT

	8.01		This Agreement shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, which agreement shall be preceded by approval of the Trustees, including the Trustees who are not interested persons of the Trust or Goldman Sachs, and may be terminated (except as to paragraphs 7.01 and 7.02) by either party by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect no sooner than 120 days after the date of such delivery or mailing.

	8.02		Goldman Sachs and the Trust may agree from time to time, by written instrument signed by both parties, on such provisions interpretative of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. No interpretative or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

MISCELLANEOUS

	9.01		Without limiting the other provisions hereof, notice and other writings delivered or mailed postage prepaid to the Trust in care of Goldman, Sachs & Co , 71 South Wacker, Chicago, Illinois 60606, Attention: Shareholder Services, or to such other address as the Trust of Goldman Sachs may hereafter specify by written notice to the most recent address specified by the party to whom such notice is addressed, shall be deemed to have been properly delivered or given hereunder to the respective addressee.

	9.02		This Agreement shall be binding on and shall inure to the benefit of the Trust and Goldman Sachs and their respective successors, shall be construed according to the laws of Illinois and may be executed in two or more counterparts, each of which shall be deemed an original. This Agreement may not be assigned by Goldman Sachs nor may Goldman Sachs’ duties hereunder be performed by any other person without the prior written consent of the Trust authorized and approved by a resolution of the Board of Trustees. The term “assigned” shall be construed consistently with the term “assignment” as defined in Section 2(a)(4) of the 1940 Act and Rule 2a-6 thereunder as if such Rule applied to transfer and dividend disbursing agents. The headings in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Any provision in this Agreement requiring compliance with any statute or regulation, shall mean such statute or regulation as amended and in effect from time to time. The Trust’s Declaration of Trust, as amended, is on file with the Secretary of State of the Commonwealth of Massachusetts.

9.03

This Agreement is executed on behalf of the Trust and the obligations hereunder are not binding upon any of the Trustees, officers or Shareholders of the Trust individually but are binding only upon the Trust and its assets and property.

GOLDMAN SACHS TRUST


Attest:		By:

GOLDMAN, SACHS & CO.


Attest:		By: