As
filed with the Securities and Exchange Commission on January 18, 2008
1933 Act Registration No. 33-17619
1940 Act Registration No. 811-05349
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
þ
Post-Effective Amendment No. 183
þ
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
þ
Amendment No. 184
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.
One New York Plaza 37
th
Floor
New York, New York 10004
(Name and address of agent for service)
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Jack W. Murphy, Esq.
Dechert LLP
1775 I Street NW
Washington, D.C. 20006-2401
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It is proposed that this filing will become effective (check appropriate box)
þ
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Immediately upon filing pursuant to paragraph (b)
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o
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On (date) pursuant to paragraph (b)
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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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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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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, Class C and Institutional Shares of Goldman Sachs
Local Emerging Markets Debt Fund.
Prospectus
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Class A and
C Shares
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January 18, 2008
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GOLDMAN SACHS
SINGLE/MULTI-SECTOR TAXABLE FIXED INCOME FUNDS
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Goldman
Sachs Local Emerging Markets Debt 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.
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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 Local Emerging Markets Debt
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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The Investment Advisers 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
Lead portfolio
managers (the Portfolio Team) are responsible for
the overall results of the Fund. They set the strategic
direction of the Fund by establishing a risk budget.
The risk budget for the Fund is the range the
portfolio managers will allow the Fund to deviate from the
Funds benchmark with respect to sector allocations,
country allocations, securities selection and, to a lesser
extent, duration. 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, Bottom-up
Strategy Teams, comprised of sector specialists, formulate
sub-sector allocation and security selection decisions.
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1
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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 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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The Investment Adviser may use structured
securities and derivative instruments to seek exposure to
certain countries or currencies in the Funds investment
portfolio in accordance with its investment objective. These
instruments include credit linked notes, financial futures
contracts, forward contracts and swap transactions, as well as
other types of derivatives or structured securities. The
Funds investments in these instruments may be significant.
These transactions may 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 Fund are taxable to their shareholders.
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References in this Prospectus to the Funds
benchmark are for informational purposes only, and unless
otherwise noted, not an indication of how the Fund is managed.
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2
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Fund Investment Objective
and Strategies
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Goldman Sachs
Local Emerging Markets Debt Fund
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FUND FACTS
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Duration
(under normal interest rate conditions):
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Target = one to
six years
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Credit
Quality:
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Minimum = D (Standard &
Poors) or C (Moodys). Securities will either be
rated by a nationally recognized statistical rating organization
(NRSRO) or, if unrated, determined by the Investment
Adviser to be of comparable quality.
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Benchmark:
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JPMorgan GBI-EM Global
Diversified Index
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The Fund seeks a high level of total return
consisting of income and capital appreciation.
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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 the time of purchase) (Net
Assets) in sovereign and corporate debt of issuers located
in emerging countries where such debt securities are denominated
in the local currency of such emerging countries.* Sovereign
debt in this Prospectus consists of fixed income securities
issued by a national government within a given country
denominated in the currency of that country, and may also
include nominal and real inflation-linked securities.
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*
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To the extent required by Securities and
Exchange Commission (SEC) regulations, shareholders
will be provided with sixty days notice in the manner prescribed
by the SEC before any change in a 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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Goldman Sachs
Local Emerging Markets Debt Fund
continued
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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, Botswana, Brazil,
Chile, China, Colombia, Czech Republic, Dominican Republic,
Egypt, Estonia, Ghana, Hong Kong, Hungary, India, Indonesia,
Kazakstan, Kenya, Latvia, Lithuania, Malawi, Malaysia,
Mauritius, Mexico, Nigeria, Peru, The Philippines, Poland,
Romania, Russia, Serbia, Slovakia, Slovenia, South Africa, South
Korea, Sri Lanka, Taiwan, Tanzania, Thailand, Turkey, Uganda,
Ukraine, United Arab Emirates, Uruguay, Venezuela, Vietnam and
Zambia, as well as other emerging countries to the extent that
foreign investors are permitted by applicable law to make such
investments.
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The Fund may invest in all types of emerging
country fixed income securities, including the following:
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Brady bonds and other debt issued by governments,
their agencies and instrumentalities, or by their central banks,
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interests issued by entities organized and
operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging country
issuers,
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fixed and floating rate, senior and subordinated
corporate debt obligations (such as bonds, debentures, notes and
commercial paper),
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loan participations, and
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repurchase agreements with respect to the
foregoing.
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Many 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 Funds
assets will be denominated in non-U.S. Dollars, the Fund
may invest in securities denominated in the U.S. Dollar.
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Additionally, the Fund intends to use structured
securities or derivatives, including but not limited to credit
linked notes, financial future contracts, forward contracts and
swap contracts to gain exposure to certain countries or
currencies.
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4
FUND INVESTMENT OBJECTIVE
AND STRATEGIES
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Other.
The
Fund may invest in the aggregate up to 20% of its Net Assets in
investments other than emerging country fixed income securities,
including (without limitation) equity securities and fixed
income securities, such as government, corporate and bank debt
obligations, of developed country issuers.
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Portfolio
Construction.
Currently, the
Investment Advisers emerging markets debt strategy invests
significantly in emerging market sovereign issues. As such,
security selection amongst these sovereign issues is believed to
be the most important factor in the portfolio construction
process. The next most important factor is country selection,
where the Investment Adviser evaluates macro developments and
assesses the net flows within countries.
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Analysis of emerging market debt involves an
understanding of the finances, political events, and
macroeconomic condition of a country. The Investment
Advisers research analysts analyze the balance
sheets of the countries they follow. This may include
evaluating factors such as balance of payments, tax revenues,
and external and domestic debt. They also assess macroeconomic
measures, which may include inflation, interest rates, growth
prospects and monetary policy. For some emerging market debt
countries, politics is the key driver of performance. As a
result, the Investment Advisers research analysts may
spend a significant portion of their time following the
political developments of the countries they cover.
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Fundamental analysis is combined with valuation
techniques to determine relative values of securities. Although
the Investment Adviser may believe a security is attractive from
a fundamental point of view, the Investment Adviser may not
believe the spread level is attractive relative to other
credits. As a result, even if the Investment Adviser likes a
countrys fundamentals, the Investment Adviser may not
invest in it due to its valuation. Likewise, the Investment
Adviser may believe that a certain countrys fundamentals
are less positive but may invest in the country because the
Investment Adviser believes the spread offers significant
compensation for the additional risk.
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THE FUND IS NON-DIVERSIFIED UNDER THE
INVESTMENT COMPANY ACT, AND MAY INVEST MORE OF ITS ASSETS IN
FEWER ISSUERS THAN DIVERSIFIED MUTUAL FUNDS.
THEREFORE, THE LOCAL EMERGING MARKETS DEBT FUND MAY BE MORE
SUSCEPTIBLE TO ADVERSE DEVELOPMENTS AFFECTING ANY SINGLE ISSUER
HELD IN ITS PORT-
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5
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Goldman Sachs
Local Emerging Markets Debt Fund
continued
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FOLIO, AND MAY BE MORE SUSCEPTIBLE TO GREATER
LOSSES BECAUSE OF THESE DEVELOPMENTS.
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Non-investment grade fixed income securities
(commonly known as junk bonds) tend to offer higher
yields than higher-rated securities with similar maturities.
Non-investment grade securities are, however, considered
speculative and generally involve greater price volatility and
greater risk of loss of principal and interest than more highly
rated securities. The Fund may purchase the securities of
issuers that are in default.
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Other Investment Practices
and Securities
The table below and the table on the following
page 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
portfolio 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 holdings
is available in the Funds Statement of Additional
Information (SAI).
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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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Local Emerging
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objectives and strategies of the Fund
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Markets Debt
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Not permitted
***
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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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**
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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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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 enter into repurchase agreements
collateralized by securities issued by foreign governments and
their central banks.
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***
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The Fund may, however, invest securities
lending collateral in registered or unregistered 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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Local Emerging
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objectives and strategies of the Fund
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Markets Debt
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Not permitted
**
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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
1
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Loan Participations
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Mortgage-Backed Securities
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Non-Investment Grade Fixed
Income Securities (Junk bonds)
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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
2
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U.S. Government Securities
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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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The Fund may, however, invest securities
lending collateral in registered or unregistered funds that
invest in such instruments.
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1
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Includes issuers domiciled in one country and
issuing securities denominated in the currency of
another.
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2
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The Fund may for this purpose invest in
investment grade and high grade securities without
limit.
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8
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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Local
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Emerging
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Markets Debt
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Applicable
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Fund
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NAV
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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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Non-Diversification
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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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Non-Hedging Foreign
Currency Trading
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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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Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by the
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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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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Call
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund 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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Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund 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 reinvest in higher yielding securities.
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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. See General
Investment Management Approach above.
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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.
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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
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10
PRINCIPAL RISKS OF THE FUND
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overweighted from time to time in one or more
industry sectors, which will increase the Funds exposure
to risk of loss from adverse developments affecting those
sectors.
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Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
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Liquidity
Risk
The risk that the Fund
may invest to a greater degree in securities that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also the risk that the Fund may make
investments that may become less liquid in response to market
developments or adverse investor perceptions. When there is no
willing buyer and investments cannot be readily sold at the
desired time or price, the Fund may have to accept a lower price
or may not be able to sell the security at all. An inability to
sell a portfolio position can adversely affect the Funds
value or prevent the Fund from being able to take advantage of
other investment opportunities.
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Liquidity risk may also refer to the risk that
the Fund will not be able to pay redemption proceeds within the
allowable time period because of unusual market conditions, an
unusually high volume of redemption requests, or other reasons.
To meet redemption requests, the Fund may be forced to sell
securities, at an unfavorable time and conditions.
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Since the Fund may invest in non-investment grade
fixed income securities and emerging country issuers, this Fund
will be especially subject to the risk that during certain
periods, the liquidity of particular issuers or industries, or
all securities within a particular investment category, 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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Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) expect to invest a
significant percentage of their assets 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 a Fund of
Funds Portfolio of its position in the Fund may further increase
liquidity risk and may impact the Funds NAV.
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Non-Diversification
Risk
The Fund is
non-diversified, meaning that it is permitted to invest more of
its assets in fewer issuers than diversified mutual
funds. Thus, the Fund may be more susceptible to adverse
developments affecting any single issuer held in its portfolio,
and may be more susceptible to greater losses because of these
developments.
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Sovereign
Risk
The Fund 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.
|
11
|
|
|
|
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 Fund will be subject
to risks of loss with respect to its 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 risks will normally be
greatest when the Fund invests in issuers located in emerging
countries.
|
|
n
|
Emerging Countries
Risk
The Fund will invest in
emerging countries. The securities markets of Asian, 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. These risks are not normally associated
with investments in more developed countries.
|
|
n
|
Junk Bond
Risk
The Fund will 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.
|
12
PRINCIPAL RISKS OF THE FUND
|
|
n
|
Non-Hedging Foreign Currency Trading
Risk
The Fund may engage in
forward foreign currency transactions for speculative purposes.
The Funds Investment Adviser 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 Adviser seeks 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 the Fund.
|
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.
13
HOW THE FUND HAS
PERFORMED
|
|
|
|
As the Fund had not yet commenced investment
operations as of the date of this Prospectus, there is no
performance information quoted for the Fund.
|
14
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Emerging
|
|
|
Markets Debt Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
4.50%
|
1
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
2
|
|
|
None
|
1
|
|
|
1.00%
|
3
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
4
|
|
|
2.00%
|
|
|
|
2.00%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
5
(expenses that are deducted from Fund assets):
|
|
|
|
|
Management Fees
6
|
|
|
0.90%
|
|
|
|
0.90%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
7*
|
|
|
1.81%
|
|
|
|
1.81%
|
|
|
Total Fund Operating
Expenses*
|
|
|
2.96%
|
|
|
|
3.71%
|
|
|
See page 16 for all footnotes.
|
|
|
|
|
*
|
The Other Expenses and Total
Fund Operating Expenses shown in the table above do not
reflect voluntary expense limitations currently in place with
respect to the Fund. The Funds Other Expenses
and Total Fund Operating Expenses, after
application of current management fees, waivers and expense
limitations, are as set forth below. These expense limitations
may be modified or terminated at any time at the option of the
Investment Adviser and without shareholder approval. If this
occurs, the Other Expenses and Total
Fund Operating Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local Emerging
|
|
|
Markets Debt Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
|
|
|
|
Annual Fund Operating Expenses
5
(expenses that are deducted from Fund assets):
|
|
|
|
|
|
|
|
|
Management Fees
6
|
|
|
0.90%
|
|
|
|
0.90%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
7
|
|
|
0.20%
|
|
|
|
0.20%
|
|
|
Total Fund Operating Expenses (after current
expense limitations)
|
|
|
1.35%
|
|
|
|
2.10%
|
|
|
15
Fund Fees and Expenses
continued
|
|
|
|
1
|
|
The maximum sales charge is a percentage of
the offering price. Under certain circumstances, which are
described in the Shareholder Guide, the maximum sales charge may
be reduced or waived entirely. A contingent deferred sales
charge (CDSC) of 1.00% may be imposed on certain
redemptions (within 18 months of purchase) of Class A
Shares sold without an initial sales charge as part of an
investment of $1 million or more.
|
|
2
|
|
The maximum CDSC is a percentage of the lesser
of the NAV at the time of the redemption or the NAV when the
shares were originally purchased.
|
3
|
|
A CDSC of 1.00% is imposed on Class C
Shares redeemed within 12 months of purchase.
|
4
|
|
A 2.00% redemption fee will be imposed on the
redemption of shares (including by exchange) held for
30 calendar days or less.
|
5
|
|
The Funds annual operating expenses have
been estimated for the current fiscal year.
|
6
|
|
The Investment Adviser is entitled to a
management fee at the annual rate equal to the following
percentages of the average daily net assets of the
Fund:
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
Over
|
|
|
$2 Billion
|
|
$2 Billion
|
|
|
|
|
|
0.90
|
%
|
|
|
0.81
|
%
|
|
|
|
|
|
7
|
|
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 (excluding management fees,
distribution and service fees, transfer agency fees and
expenses, taxes, interest, brokerage fees and litigation,
indemnification, shareholder proxy meeting and other
extraordinary expenses exclusive of any expense offset
arrangements) to 0.074% of the Funds average daily net
assets. These expense reductions may be modified or terminated
at any time at the option of the Investment Adviser.
|
|
16
Fund Fees and Expenses
continued
Example
The following Example is intended to help you
compare the cost of investing in the Fund (without 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
|
|
|
Local Emerging Markets
Debt
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
736
|
|
|
$
|
1,324
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
473
|
|
|
$
|
1,135
|
|
|
Assuming no
redemption
|
|
$
|
373
|
|
|
$
|
1,135
|
|
|
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 SAI.
17
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Local Emerging Markets Debt
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman,
Sachs & Co. (Goldman Sachs). As of
September 30, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $737 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
|
18
SERVICE PROVIDERS
|
|
|
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
|
|
|
Local Emerging Markets Debt
|
|
|
0.90%
|
|
|
|
First $2 Billion
|
|
|
|
|
0.81%
|
|
|
|
Over $2 Billion
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management 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
in 2007 will be available in the Funds annual report dated
March 31, 2008.
|
|
Global
Fixed Income-Investment Management Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
James B. Clark
Managing Director,
Co-Head U.S.
Fixed Income Team
|
|
Senior Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
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.
|
|
Samuel Finkelstein
Managing Director
|
|
Lead Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
Mr. Finkelstein
joined the investment manager in 1997. Prior to joining the
emerging market team in 2000, he worked in the fixed income risk
and strategy group where he constructed portfolios and monitored
risk exposure. Prior to that, he worked for one year as a
foreign currency trader at the Union Bank of
Switzerland.
|
|
19
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Ricardo Penfold
Vice President
|
|
Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
Mr. Penfold joined
the Investment Adviser in 2000. Prior to that he was Head of
Research and Economics in Venezuela for Santander Investments
and Banco Santander Central Hispano for four years.
|
|
Owi Ruivivar, Ph.D
Vice President
|
|
Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
Ms. Ruivivar
joined the Investment Adviser in 2002. Prior to joining, she
worked for five years at BNP Paribas where for her last two
years there she headed global emerging market debt strategy.
Before joining the finance industry in 1997 she worked in
economics research at the International Monetary Fund, and at
various other international development institutions.
|
|
20
SERVICE PROVIDERS
|
|
|
Global
Fixed Income Investment 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 Global Fixed Income Investment Management
Team manages approximately $200 billion in municipal and
taxable fixed income assets for retail, institutional and high
net worth clients, with over $2.5 billion in emerging
markets debt.
|
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Investment
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Investment Team and is responsible for
high-level decisions pertaining to portfolios across multiple
strategies. The Global Fixed Income Investment 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 (macroeconomic news) and bottom-up
(security selection) decisions are made by these small strategy
teams, rather than by one portfolio manager or committee.
Ultimate accountability for the portfolio resides with the lead
portfolio managers, who set the long-term risk budget and
oversee the portfolio construction process.
|
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Fund, see the SAI.
|
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 Dr., 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.
|
21
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 the 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 invests. 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 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.
|
22
SERVICE PROVIDERS
|
|
|
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 SAI.
|
|
|
|
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, in accordance
with applicable law.
|
|
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 Fund
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the SAI.
|
|
|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to the
Transfer Agent 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 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 are declared
daily and paid monthly. Distributions from net capital gains are
declared and paid annually.
|
|
|
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.
|
24
|
|
|
Shareholder
Guide
|
|
|
|
The following section will provide you with
answers to some of the most frequently 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
certain brokers, registered investment advisers and other
financial institutions (Authorized Dealers).
|
|
|
|
|
In order to make an initial investment in the
Fund, you must furnish to your Authorized Dealer the information
in the Account Application. An order will be processed upon
receipt of payment.
|
|
|
|
To Open
an Account:
|
|
|
|
|
n
|
Complete the Account Application
|
|
|
n
|
Mail your payment and Account Application to your
Authorized Dealer:
|
|
|
|
|
|
|
Your Authorized Dealer is responsible for
forwarding payment promptly (within three business days) to the
Fund
|
|
|
|
|
The Fund will not accept checks drawn on foreign
banks, third-party checks, temporary checks, cash or cash
equivalents, e.g., cashiers checks, official bank 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.
|
|
|
|
What Is
My Minimum Investment In The Fund?
|
|
|
For each of your accounts, the following minimums
must be met:
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
Additional*
|
|
|
Regular Accounts
|
|
|
$1,000
|
|
|
|
$50
|
|
|
Employer Sponsored Benefit
Plans
|
|
|
No Minimum
|
|
|
|
No Minimum
|
|
|
Uniform Gift/Transfer to
Minors Accounts (UTMA/UGMA)
|
|
|
$250
|
|
|
|
$50
|
|
|
Individual Retirement
Accounts and Coverdell ESAs
|
|
|
$250
|
|
|
|
$50
|
|
|
Automatic Investment Plan
Accounts
|
|
|
$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).
|
25
|
|
|
|
The minimum investment requirement may be waived
for certain mutual fund wrap programs at the
discretion of the officers of Goldman Sachs Trust (the
Trust). No minimum amount is required for additional
investments by such accounts.
|
|
|
|
What
Alternative Sales Arrangements Are Available?
|
|
The Fund offers two classes of shares through
this Prospectus.
|
|
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Maximum Amount You Can
Buy In The Aggregate Across All Goldman Sachs
Funds
|
|
No limit
|
|
$1,000,000*
|
|
Initial Sales
Charge
|
|
Applies to purchases of
less than $1 millionvaries by size of investment with
a maximum of 4.5%
|
|
None
|
|
CDSC
|
|
1.00% on certain
investments of $1 million or more
if
you sell within
18 months after the end of the calendar month in which the
purchase was made
|
|
1% if shares are redeemed
within 12 months of purchase
|
|
Conversion
Feature
|
|
None
|
|
None
|
|
|
|
|
|
*
|
No additional Class C Shares may be
purchased by an investor either in an initial purchase or in
additional purchases if the current market value of all their
Goldman Sachs Fund shares owned and/or purchased exceeds
$1,000,000.
|
|
|
|
|
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 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
under 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
|
|
26
SHAREHOLDER GUIDE
|
|
|
|
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 may require you to obtain
historical purchase information about the shares in the account
from your 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
|
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.
|
|
|
|
n
|
Authorized Dealers and intermediaries are
responsible for transmitting accepted orders to the Fund within
the time period agreed upon by them.
|
|
|
|
|
|
You should contact your Authorized Dealer or
intermediary to learn whether it is authorized to accept orders
for the Trust.
|
|
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments or provide services 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.
|
|
27
|
|
|
|
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 SAI 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 the Fund 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.
|
|
|
|
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
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.
|
|
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, non-U.S. citizens and certain U.S.
citizens residing outside the United States may not open an
account 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.
|
|
28
SHAREHOLDER GUIDE
|
|
|
|
Notwithstanding the foregoing, 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.
|
|
|
|
|
Customer Identification
Program.
Federal law requires the
Fund to obtain, verify and record identifying information, which
will be reviewed solely for customer identification purposes,
which may include the name, residential or business street
address, date of birth (for an individual), Social Security
Number or taxpayer identification number or other information,
for each investor who opens an account directly with the Fund.
Applications without the required information may not be
accepted by the Fund. After accepting an application, to the
extent permitted by applicable law or its 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.
|
|
|
|
How Are
Shares Priced?
|
|
|
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)
after
the Fund receives
your order in proper form. 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 or redemption fees)
after
the Fund receives
your order in proper form. Each class calculates its NAV as
follows:
|
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
|
The Funds investments are valued based on
market quotations, or if market quotations are not readily
available, or if the Investment Adviser believes that such
quotations do not accurately reflect fair value, the fair value
of the Funds investments may be determined in good faith
under procedures established by the Trustees.
|
|
|
|
|
In the event that the Fund invests a significant
portion of assets in foreign 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
|
|
29
|
|
|
|
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 price for a particular security, or if the price
provided does not meet the established criteria for the Fund,
the Fund will price that security at the most recent closing
price for that security on its principal exchange.
|
|
|
|
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.
|
|
|
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.
|
|
|
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).
|
|
|
Please note the following with respect to the
price at which your transactions are processed:
|
|
|
|
|
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 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, although Fund shares may be
priced on such days if the Securities
|
30
SHAREHOLDER GUIDE
|
|
|
|
|
|
Industry and Financial Markets Association
(SIFMA) recommends that the bond markets remain open
for all or part of the day.
|
|
|
|
n
|
On any business day when the SIFMA recommends
that the bond markets close early, the Fund reserves the right
to close at or prior to the SIFMA 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.
|
|
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at an 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 the Funds NAV on the business day following
trade date (T+1). The use of T+1 accounting generally does not,
but may, result in a NAV that differs materially from the NAV
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 and/or the bond markets is stopped
at a time other than its regularly scheduled closing time. 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.
|
|
|
|
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.
|
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 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
|
31
|
|
|
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 Fund 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 $100,000
|
|
|
4.50
|
%
|
|
|
4.71
|
%
|
|
|
4.00
|
%
|
$100,000 up to (but less
than) $250,000
|
|
|
3.00
|
|
|
|
3.09
|
|
|
|
2.50
|
|
$250,000 up to (but less
than) $500,000
|
|
|
2.50
|
|
|
|
2.56
|
|
|
|
2.00
|
|
$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 1.00% may be imposed in the event of certain redemptions
within 18 months after the end of the calendar month in
which the purchase was made.
|
|
***
|
|
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 1.00% may be imposed upon the plan,
the plan sponsor or the third-party administrator. In addition,
Authorized Dealers will remit to the Distributor such payments
received in connection with wrap accounts in the
event that shares are redeemed within 18 months after the
end of the calendar month in which the purchase was
made.
|
|
|
|
You should note that the actual sales charge that
appears in your mutual fund transaction confirmation may differ
slightly from the rate disclosed above in the Prospectus due to
rounding calculations.
|
|
|
|
As indicated in preceding 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
|
|
32
SHAREHOLDER GUIDE
|
|
|
advantage of these discounts, your Authorized
Dealer or Intermediary must notify the Funds Transfer
Agent at the time of your purchase order that a discount may
apply to your current purchases. You may also be required to
provide appropriate documentation to receive these discounts,
including:
|
|
|
|
|
(i)
|
Information or records regarding shares of the
Fund or other Goldman Sachs Funds held in all accounts
(
e.g.,
retirement accounts) of the shareholder at the
Authorized Dealer or Intermediary;
|
|
|
|
|
(ii)
|
Information or records regarding shares of the
Fund or other Goldman Sachs Funds held in any account of the
shareholder at another Authorized Dealer or Intermediary; and
|
|
|
|
|
(iii)
|
Information or records regarding shares of the
Fund or other Goldman Sachs Funds held at any Authorized Dealer
or 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
section How Can The Sales Charge On Class A Shares Be
ReducedRight of Accumulation described below, the
Amount of Purchase in the preceding chart will be
deemed to include all Class A, Class B and/or
Class C Shares of the Goldman Sachs Funds that are held at
the time of purchase by any of the following persons:
(i) you, your spouse, your parents 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 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 SAI. 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 through your
Authorized Dealer 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 will be made at the public offering
price applicable to a single transaction of the dollar amount
specified on the Statement of Intention.
|
|
33
|
|
|
|
In addition to the information provided in this
Prospectus and the SAI, information about sales charge discounts
is available from your Authorized Dealer or 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 1.00% 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.
|
|
|
When
Are Class A Shares Not Subject To A Sales Load?
|
|
Class A Shares of the Fund 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 the 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
|
34
SHAREHOLDER GUIDE
|
|
|
|
n
|
Are provided administrative services by certain
third-party administrators that have entered into a special
service arrangement with Goldman Sachs relating to such plans; or
|
|
n
|
Have at the time of purchase aggregate assets of
at least $2,000,000;
|
|
|
|
|
n
|
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
Fund available as an underlying investment 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 of amounts invested in the
Goldman Sachs Funds and reinvesting such amounts 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 SAI.
|
|
|
|
You must certify eligibility for any of the
above exemptions on your Account Application and notify your
Authorized Dealer and the Fund if you no longer are eligible for
the exemption.
|
The Fund will grant you an exemption subject to
confirmation of your entitlement by your Authorized Dealer. You
may be charged a fee by your Authorized Dealer.
|
|
|
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 $100,000 or more. Class A,
Class B and/or Class C Shares of any of the
|
35
|
|
|
|
|
|
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 Private
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 Private 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
certain 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.
If you do not notify your Authorized Dealer at the time of your
current purchase or a future purchase that you qualify for a
quantity discount, you may not receive the benefit of a reduced
sales charge that might otherwise apply. Use of this option is
subject to a check of appropriate records. The SAI 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
$100,000 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 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 if the Statement of Intention is not met. The SAI has
more information about the Statement of Intention, which you
should read carefully.
|
A COMMON QUESTION
ABOUT THE PURCHASE OF CLASS C
SHARES
|
|
|
|
What Is
The Offering Price Of Class C Shares?
|
|
You may purchase Class C Shares of the
Fund at the next determined NAV without paying an initial sales
charge. However, if you redeem Class C Shares
|
36
SHAREHOLDER GUIDE
|
|
|
within 12 months of purchase, a CDSC of
1.00% 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 1.00% 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 1.00% 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.
|
|
n
|
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.
|
|
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.
|
37
|
|
|
|
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
|
Mandatory retirement distributions or loans to
participants or beneficiaries from Employee Benefit Plans;
|
|
|
n
|
Hardship withdrawals by a participant or
beneficiary in a Employee Benefit Plan;
|
|
n
|
The separation from service by a participant or
beneficiary in a Employee Benefit Plan;
|
|
n
|
Excess contributions distributed from a Employee
Benefit Plan;
|
|
|
n
|
Distributions from a qualified Employee Benefit
Plan invested in the Goldman Sachs Funds which are being rolled
over to an IRA in the same share class of a Goldman Sachs fund;
|
|
|
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 a Employee Benefit Plan;
|
|
n
|
Satisfying the minimum distribution requirements
of the Code;
|
|
n
|
Establishing substantially equal periodic
payments as described under Section 72(t)(2) of the
Code;
|
|
n
|
Redemption proceeds which are to be reinvested in
accounts or non-registered products over which GSAM or its
advisory affiliates have investment discretion; or
|
|
|
n
|
A systematic withdrawal plan. The Fund reserves
the right to limit such redemptions, on an annual basis, to 12%
each of the value of your Class 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. You should contact your
Authorized Dealer to discuss which share class option is right
for you.
|
|
|
|
|
|
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
|
38
SHAREHOLDER GUIDE
|
|
|
|
|
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.
|
|
|
|
|
|
Although Class C Shares are subject to a
CDSC for only 12 months, Class C Shares do not have an
automatic conversion feature and your investment may pay higher
distribution fees indefinitely.
|
|
|
|
A maximum purchase limitation of $1,000,000 in
the aggregate normally applies to purchases of Class C
Shares 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 another class of shares to
investors. This other share class is subject to different fees
and expenses (which affect performance), has different minimum
investment requirements and is entitled to different services.
Information regarding this other share class may be obtained
from your sales representative or from Goldman Sachs by calling
the number on the back cover of this Prospectus.
|
|
|
|
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 through
Your Authorized Dealer or the Fund.
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 should
contact your Authorized Dealer to discuss redemptions and
redemption proceeds. The Fund will transfer redemption proceeds
to an account with your Authorized Dealer. In the alternative,
your Authorized Dealer 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 by an Authorized Dealer in
writing, by telephone or through an electronic trading platform.
|
|
|
|
|
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. Other restrictions may apply in these
situations.
|
|
39
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee is required if:
|
|
|
|
|
|
n
|
A request is made in writing to redeem
shares in an amount over $50,000;
|
|
|
|
n
|
You would like the redemption proceeds sent
to an address that is not your address of record; or
|
|
|
|
n
|
You would like the redemption proceeds sent
to a bank account that is not your bank account designated in
the current records of the Transfer Agent.
|
|
|
|
|
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 Boston Financial Data Services, Inc.
(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
|
Telephone requests are recorded.
|
|
|
|
n
|
Proceeds of telephone redemption requests will be
sent only to your address of record or authorized 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 unusual 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 an account with your Authorized Dealer or to a domestic
bank account, as designated in the current records of the
Transfer Agent. In addition, redemption proceeds may be
transmitted through an electronic trading platform to an account
with your Authorized Dealer. The following general policies
govern wiring redemption proceeds:
|
|
|
|
|
|
n
|
Redemption proceeds will normally be wired on the
next business day in federal funds, 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
paid 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 until the Federal Reserve
Bank reopens.
|
|
|
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 nor Goldman Sachs 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 receipt of a
properly executed redemption
|
41
|
|
|
request. If you are selling shares you recently
paid for by check, the Fund will pay you when your check has
cleared, which may take up to 15 days.
|
|
|
What Do
I Need To Know About The Redemption Fee?
|
|
The Fund will charge a 2.00% redemption fee on
the redemption of shares (including by exchange) held for
30 calendar days or less. For this purpose, the Fund uses a
first-in first-out (FIFO) method so that shares held
longest will be treated as being redeemed first and shares held
shortest will be treated as being redeemed last. The redemption
fee will be paid to the Fund from which the redemption is made,
and is intended to offset the trading costs, market impact and
other costs associated with short-term money movements in and
out of the Fund. The redemption fee may be collected by
deduction from the redemption proceeds or, if assessed after the
redemption transaction, through a separate billing.
|
|
|
The redemption fee does not apply to transactions
involving the following:
|
|
|
|
|
n
|
Redemptions of shares acquired by reinvestment of
dividends or capital gains distributions.
|
|
n
|
Redemptions of shares that are acquired or
redeemed in connection with the participation in a systematic
withdrawal program or automatic investment plan.
|
|
n
|
Redemption of shares by other Goldman Sachs Funds
(
e.g.
, Goldman Sachs Asset Allocation Portfolios).
|
|
|
n
|
Redemptions of shares held through discretionary
wrap programs or models programs that utilize a regularly
scheduled automatic rebalancing of assets and that have provided
GSAM with certain representations regarding operating policies
and standards.
|
|
|
|
n
|
Redemptions of shares involving transactions
other than participant initiated exchanges from retirement plans
and accounts maintained pursuant to Section 401
(tax-qualified pension, profit sharing, 401(k), money purchase
and stock bonus plans), 403 (qualified annuity plans and
tax-sheltered annuities) and 457 (deferred compensation plans
for employees of tax-exempt entities or governments) of the
Internal Revenue Code of 1986, as amended (the
Code). Redemptions involving transactions other than
participant initiated exchanges would include, for example:
loans; required minimum distributions; rollovers; forfeiture;
redemptions of shares to pay fees; plan level redemptions or
exchanges; redemptions pursuant to systematic withdrawal
programs; return of excess contribution amounts; hardship
withdrawals; redemptions related to death, disability or
qualified domestic relations order; and certain other
transactions.
|
|
|
n
|
Redemptions of shares from accounts of financial
institutions in connection with hedging services provided in
support of nonqualified deferred compensation plans offering the
Goldman Sachs Funds.
|
|
n
|
Redemption of shares where the Fund is made
available as an underlying investment in certain group annuity
contracts.
|
42
SHAREHOLDER GUIDE
|
|
|
|
n
|
Redemption of shares that are issued as part of
an investment company reorganization to which a Goldman Sachs
Fund is a party.
|
|
n
|
Redemptions of shares representing seed
capital investments by Goldman Sachs or its affiliates.
|
|
|
|
The Trust reserves the right to modify or
eliminate the redemption fee or waivers at any time and will
give 60 days prior written notice of any material changes,
unless otherwise provided by law. The redemption fee policy may
be modified or amended in the future.
|
|
|
In addition to the circumstances noted above, the
Trust reserves the right to grant additional exceptions based on
such factors as system limitations, operational limitations,
contractual limitations and further guidance from the SEC or
other regulators.
|
|
|
|
If your shares are held through an Intermediary
in an omnibus or other group account, the Trust relies on the
Intermediary to assess the redemption fee on underlying
shareholder accounts. The application of redemption fees and
exemptions may vary and certain Intermediaries may not apply the
exceptions listed above. If you invest through an Intermediary,
please contact your Intermediary for more information regarding
when redemption fees will be applied to the redemption of your
shares.
|
|
|
|
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 is
below the required Fund minimum. 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.
|
43
|
|
|
|
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. The Trust will not be
responsible for any loss in an investors account or tax
liability resulting from the redemption.
|
|
|
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 checks.
|
|
|
n
|
Charge an additional fee in the event a
redemption is made via wire transfer.
|
|
|
|
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
(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 A SharesClass 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 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
|
44
SHAREHOLDER GUIDE
|
|
|
|
|
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 the Fund To Another Goldman Sachs
Fund?
|
|
|
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. Redemption of shares (including by exchange) that
are held for 30 calendar days or less (60 calendar days or
less with respect to the Goldman Sachs High Yield Fund and High
Yield Municipal Fund) may, however, be subject to a redemption
fee as described above under What Do I Need To Know About
The Redemption Fee? The exchange privilege may be
materially modified or withdrawn at any time upon 60 days
written notice to you. You should contact your Authorized Dealer
to arrange for exchanges of shares of the Fund for shares of
another Goldman Sachs Fund.
|
|
|
|
|
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, the Fund does not impose any 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.
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|
n
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When you exchange shares subject to a CDSC, no
CDSC will be charged at that time. 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.
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n
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Eligible investors may exchange certain classes
of shares for another class of shares of the same Fund. For
further information, contact your Authorized Dealer.
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45
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n
|
All exchanges which represent an initial
investment in a Goldman Sachs Fund must satisfy the minimum
initial investment requirement of that Fund. This requirement
may be waived at the discretion of the Trust. Exchanges into a
money market fund need not meet the traditional minimum
investment requirements for that fund if the entire balance of
the original Fund account is exchanged.
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n
|
Exchanges are available only in states where
exchanges may be legally made.
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n
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It may be difficult to make telephone exchanges
in times of drastic economic or market conditions.
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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.
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n
|
Normally, a telephone exchange will be made only
to an identically registered account.
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n
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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n
|
Exchanges into the Fund from another Goldman
Sachs Fund may be subject to any redemption fee imposed by the
other Goldman Sachs Fund.
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n
|
For federal income tax and other 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.
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Can I
Arrange To Have Automatic Investments Made On A Regular
Basis?
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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.
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46
SHAREHOLDER GUIDE
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Can My
Dividends And Distributions From The Fund Be Invested In Other
Funds?
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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.
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n
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Shares will be purchased at NAV.
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n
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You may elect cross-reinvestment into an
identically registered account or a similarly registered account
provided that at least one name on the account is registered
identically.
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n
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You cannot make cross-reinvestments into a Fund
unless that Funds minimum initial investment requirement
is met.
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n
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You should obtain and read the prospectus of the
Fund into which dividends are invested.
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Can I
Arrange To Have Automatic Exchanges Made On A Regular
Basis?
|
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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.
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n
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Shares will be purchased at NAV if a sales charge
had been imposed on the initial purchase.
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n
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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.
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n
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Automatic exchanges are made monthly on the 15th
day of each month or the first business day thereafter.
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n
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Minimum dollar amount: $50 per month.
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n
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You cannot make automatic exchanges into a Fund
unless that Funds minimum initial investment requirement
is met.
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|
n
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You should obtain and read the prospectus of the
Fund into which automatic exchanges are made.
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Can I
Have Automatic Withdrawals Made On A Regular Basis?
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You may redeem from your account systematically
via check or ACH transfer in any amount of $50 or more.
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|
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 and/or Class C Shares.
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n
|
Checks are normally mailed within two business
days after your selected systematic withdrawal date of either
the 15
th
or 25
th
of the month. ACH
payments may take up to 3 business days to post to your account
after your selected systematic withdrawal date of either the
3
rd
or 26
th
of the month.
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n
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Each systematic withdrawal is a redemption and
therefore may be a taxable transaction.
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47
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n
|
The CDSC applicable to Class A or
Class C Shares redeemed under the systematic withdrawal
plan may be waived.
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What
Types Of Reports Will I Be Sent Regarding My
Investment?
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|
You will be provided with a printed confirmation
of each transaction in your account and quarterly account
statement. A year-to-date statement for your account will be
provided upon request made to Goldman Sachs. If your account is
held in street name, i.e., through your Authorized
Dealer, you will receive this information from your Authorized
Dealer.
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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. If your account is held through an
Authorized Dealer, please contact the Authorized Dealer directly
to revoke your consent.
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The Fund does not generally provide
sub-accounting services.
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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
Goldman Sachs and Authorized Dealers. 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 receives and 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 each Fund for distribution services equal, on
an annual basis, to 0.25% and 0.75%, respectively, of a
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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48
SHAREHOLDER GUIDE
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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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|
n
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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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n
|
Commissions paid to Authorized Dealers;
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n
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Allocable overhead;
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n
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Telephone and travel expenses;
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n
|
Interest and other costs associated with the
financing of such compensation and expenses;
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n
|
Printing of prospectuses for prospective
shareholders;
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n
|
Preparation and distribution of sales literature
or advertising of any type; and
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n
|
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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|
In connection with the sale of Class C
Shares, Goldman Sachs normally begins paying the 0.75%
distribution fee as an ongoing commission to Authorized Dealers
after the shares have been held for one year.
|
PERSONAL ACCOUNT
MAINTENANCE SERVICES AND FEES
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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
each 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.
|
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
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49
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|
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.
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|
To deter excessive shareholder trading, the Fund
described in this Prospectus, the International Equity Funds,
certain other Fixed Income Funds and certain 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. See Shareholder Guide How
to Sell Shares What Do I Need To Know About the
Redemption Fee? for more information about the redemption
fee, including transactions and certain omnibus accounts to
which the redemption fee does not apply. As a further deterrent
to excessive trading, many foreign equity securities held by the
Fund are priced by an independent pricing service using fair
valuation. For more information on fair valuation, please see
Shareholder Guide How to Buy Shares. How are
Shares Priced?
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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 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
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50
SHAREHOLDER GUIDE
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|
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
ordinarily not tracked by the Fund on a regular basis. A number
of these 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
may be limited in certain circumstances, and certain of these
intermediaries may charge the Fund a fee for providing certain
shareholder information requested as part of the Funds
surveillance process. 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. If necessary, the Trust may
prohibit additional purchases of Fund shares by an Intermediary
or by certain of the Intermediarys customers.
Intermediaries may also monitor their customers trading
activities in the Fund. The criteria used by Intermediaries to
monitor for excessive trading may differ from the criteria used
by the Fund. If an Intermediary fails to cooperate in the
implementation or enforcement of the Trusts excessive
trading policies, the Trust may take certain actions including
terminating the relationship.
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51
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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 SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Fund.
|
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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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|
The 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.
|
|
|
|
Under current provisions of the 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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|
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 the
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.
|
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.
|
|
|
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.
|
|
|
The Fund may be subject to foreign withholding or
other foreign taxes on income or gain from certain foreign
securities. In general, the Fund may deduct these taxes in
computing its taxable income. Shareholders of the Fund may be
entitled to claim a credit or a deduction with respect to
foreign taxes if the Fund is eligible to and elects to pass
through these taxes to you.
|
|
|
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 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 the Fund may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of the 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.
|
53
|
|
|
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 are generally subject to
U.S. withholding on distributions by the Fund and may be
subject to estate tax.
|
|
54
|
|
|
Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques
|
A. General
Portfolio Risks
|
|
|
|
|
The Fund will be subject to the risks associated
with fixed income securities. These risks include interest rate
risk, credit/default 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/default 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 asset-backed
securities. The duration of a security backed by loans can
either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new loans fall sufficiently below
the interest rates on existing outstanding loans, the rate of
prepayment would be expected to increase. Conversely, if loan
interest rates rise above the interest rates on existing
outstanding 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.
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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 Fund 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
|
|
55
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|
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. The 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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|
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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 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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|
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|
The Fund will deem a security to have met its
minimum credit rating requirement if the security has the
required rating at the time of purchase from at least one NRSRO
even though it has been rated below the minimum rating by one or
more other NRSROs. Unrated securities may be purchased by the
Fund if they are determined by the Investment Adviser to be of
comparable 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 the
Funds minimum rating requirement at the time of purchase
and is subsequently downgraded below such rating, the Fund will
not be required to dispose of such security. This is so even if
the downgrade causes the average credit quality of the Fund to
be lower than that
|
|
56
APPENDIX A
|
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|
stated in the Prospectus. Furthermore, during
this period, the Investment Adviser will only buy securities at
or above the Funds average rating requirement. If a
downgrade occurs, the Investment Adviser will consider what
action, including the sale of such security, is in the best
interests of the Fund and its shareholders.
|
|
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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 SAI,
which is available upon request. Among other things, the SAI
describes certain fundamental investment restrictions that
cannot be changed without shareholder approval. You should note,
however, that all investment objectives and all investment
policies not specifically designated as fundamental are
non-fundamental, and may be changed without shareholder
approval. If there is a change in 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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|
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 SAI.
|
|
|
Debt securities rated BBB- or higher by
Standard & Poors Rating 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 the Funds minimum rating
requirement at the time of purchase and is subsequently
downgraded below that rating, the Fund will not be required to
dispose of the security. If a downgrade
|
57
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occurs, the Investment Adviser will consider
which action, including the sale of the security, is in the best
interest of the Fund and its shareholders.
|
|
|
The Fund 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.
|
|
|
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 the
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 Derivative Investments.
The Fund may invest in derivative
instruments including without limitation, options, futures,
options on futures, swaps, interest rate caps, floors and
collars, structured securities and derivatives relating to
foreign currency transactions. Investments in derivative
instruments may be for both hedging and non-hedging purposes
(that is, to seek to increase total return) although suitable
derivative instruments may not always be available to the
Investment Adviser for these purposes. Losses from investments
in derivative instruments 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 the timing or level of fluctuations in securities prices,
interest rates or currency prices. Investments in derivative
instruments may be harder to value, subject to greater
volatility and more likely subject to changes in tax treatment
than other investments. For these reasons, the Investment
Advisers attempts to hedge portfolio risks through the use
of derivative instruments may not be successful, and the
Investment Adviser may choose not to hedge certain portfolio
risks. Investing for non-hedging purposes is considered a
speculative practice and presents even greater risk of loss.
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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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58
APPENDIX A
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Risks of Foreign Investments.
The Fund will 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 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
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59
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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 constraints 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 risks of foreign
investment are heightened when the issuer is located in an
emerging country. Emerging countries are generally located in
Asia, the Middle East, Eastern Europe, 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
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60
APPENDIX A
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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 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 to the Fund from an
investment in issuers 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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61
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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 at a substantial drop in
price. Investments in emerging countries may be more difficult
to value 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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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
|
Certain municipal leases and participation
interests
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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
|
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
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62
APPENDIX A
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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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Securities purchased by the Fund, particularly
debt securities and over-the-counter traded securities, that are
liquid at the time of purchase may subsequently become illiquid
due to events relating to the issuer of the securities, markets
events, economic conditions or investor perceptions. Domestic
and foreign markets are becoming more and more complex and
interrelated, so that events in one sector of the market or the
economy, or in one geographical region, can reverberate and have
negative consequences for other market, economic or regional
sectors in a manner that may not be reasonably foreseen. With
respect to over-the-counter traded securities, the continued
viability of any over-the-counter secondary market depends on
the continued willingness of dealers and other participants to
purchase the securities.
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If one or more instruments in the Funds
portfolio become illiquid, the Fund may exceed its 15 percent
limitation in illiquid instruments. In the event that changes in
the portfolio or other external events cause the investments in
illiquid instruments to exceed 15 percent of the Funds net
assets, the Fund must take steps to bring the aggregate amount
of illiquid instruments back within the prescribed limitations
as soon as reasonably practicable. This requirement would not
force the Fund to liquidate any portfolio instrument where the
Fund would suffer a loss on the sale of that instrument.
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In cases where no clear indication of the value
of the Funds portfolio instruments is available, the
portfolio instruments will be valued at their fair value
according to the valuation procedures approved by the Board of
Trustees. These cases include, among others, situations where
the secondary markets on which a security has previously been
traded are no longer viable for lack of liquidity. For more
information on fair valuation, please see Shareholder
GuideHow to Buy SharesHow Are Shares Priced?
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Risks of Structured Investment Vehicles.
Certain investments in
derivatives, including structured instruments as well as
investments in mortgage-backed securities and asset-backed
securities involve the purchase of securities from structured
investment vehicles (SIVs). SIVs are legal entities that are
sponsored by banks, broker-dealers or other financial firms
specifically created for the purpose of issuing particular
securities or instruments. SIVs are often leveraged and
securities issued by SIVs may have differing credit preferences.
Investments in SIVs present counterparty risks, although they
may be subject to a guarantee or other financial support by the
sponsoring entity. Investments in SIVs may be more volatile,
less liquid and more difficult to price accurately than other
types of investments.
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63
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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 SAI, 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.
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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, municipal
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
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64
APPENDIX A
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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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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.
Asset-backed securities may also be subject to increased
volatility and may become illiquid and more difficult to value
even when there is no default or threat of default due to market
conditions impacting asset-backed securities more generally.
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Brady Bonds and Similar Instruments.
The Fund 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 Fund may invest will not be subject to restructuring
arrangements or to requests for new credit, which may cause the
Fund to suffer a loss of interest or principal on its holdings.
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65
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In addition, the 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 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, the Funds investment in such securities may be
limited by certain investment restrictions contained in the
Investment Company Act.
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Corporate Debt Obligations; Trust Preferred
Securities; Convertible Securities.
The Fund 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
corporations to pay interest and repay principal. 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. The Fund 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 non-convertible securities of similar
quality. Convertible securities in which the 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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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
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66
APPENDIX A
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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. The Fund may also enter into non-deliverable
forward contracts which provide for settlement by payment of the
net amount due under the forward contract instead of the
physical delivery of the currencies subject to the forward
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 also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. The 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, 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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67
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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 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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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
appropriate measures to cover open positions with
respect to its transactions in forward currency contracts.
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Structured Securities.
The Fund may invest in structured
securities. Structured securities are securities whose value is
determined by reference to changes in the value of specific
currencies, securities, interest rates, commodities, indices or
other financial indicators (the Reference) or the
relative change in two or more References. Investments in
structured securities may provide exposure to certain securities
or markets in situations where regulatory or other restrictions
prevent direct investments in such issuers or markets.
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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.
Structured securities are also subject to the risk that the
issuer of the structured securities may fail to perform its
contractual obligations. Certain issuers of structured products
may be deemed to be investment companies as defined in the
Investment Company Act. As a result, the Funds investments
in structured securities may be subject to the limits applicable
to investments in other investment companies.
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Structured securities include, but are not
limited to, credit linked notes. Credit linked notes are
securities with embedded credit default swaps. An investor
holding a credit linked note generally receives a fixed or
floating coupon and the notes par value upon maturity,
unless the referred credit defaults or declares bankruptcy, in
which case the investor receives the amount recovered. In
effect, investors holding
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68
APPENDIX A
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credit linked notes receive a higher yield in
exchange for assuming the risk of a specified credit event.
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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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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. 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 in 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 is a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of the Investment Adviser
to anticipate 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
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69
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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 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. When writing an option, the Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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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 is subject to
all of the risks associated with the trading of other types of
options. In addition, such options present a risk of loss even
if the yield of 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
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70
APPENDIX A
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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 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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The Fund must set aside liquid
assets, or engage in other appropriate measures to
cover open positions with respect to its
transactions in futures contracts (often referred to as
asset segregation). 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
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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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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. When purchasing a
security on a when-issued basis or entering into a forward
commitment, the Fund must set aside liquid assets,
or engage in other appropriate measures to cover its
obligations.
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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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72
APPENDIX A
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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 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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Borrowings and Reverse Repurchase
Agreements.
The Fund can borrow
money from banks and other financial institutions, and the Fund
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 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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Interest Rate 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
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73
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pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. 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 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
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74
APPENDIX A
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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, 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. When entering into
swap contracts, the Fund must set aside liquid
assets, or engage in other appropriate measures to
cover its obligation under the swap contract.
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Other Investment Companies.
The Fund may invest in securities
of other investment companies, including exchange traded funds
(ETFs) such as iShares
SM
, subject to statutory
limitations prescribed by the Investment Company Act. These
limitations include in certain circumstances a prohibition on
the Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of the Funds total assets in securities of any one
investment company or more than 10% of its total assets in
securities of all investment companies. Many ETFs, however, have
obtained exemptive relief from the SEC to permit unaffiliated
funds to invest in the ETFs shares beyond these statutory
limitations, subject to certain conditions and pursuant to a
contractual arrangement between the ETFs and the investing
funds. The Fund may rely on these exemptive orders to invest in
unaffiliated ETFs.
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The use of ETFs is intended to help the Fund
match the total return of the particular market segments or
indices represented by those ETFs, although that may not be the
result. Most ETFs are investment companies whose shares are
purchased and sold on a securities exchange. An ETF represents a
portfolio of securities designed to track a particular market
segment or index. An investment in an ETF generally presents the
same primary risks as an investment in a conventional fund
(
i.e.
, one that is not exchange-traded) that has the same
investment objectives, strategies and policies. In addition, an
ETF may fail to accurately track the market segment or index
that underlies its investment objective. The price of an ETF can
fluctuate, and the Fund could lose money investing in an ETF.
Moreover, ETFs are subject to the following risks that do not
apply to conventional funds: (i) the market price of the
ETFs shares may trade at a premium or a discount to their
net asset value; (ii) an active trading market for an
ETFs shares may not develop or be maintained; and
(iii) there is no assurance that the requirements of the
exchange
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75
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necessary to maintain the listing of an ETF will
continue to be met or remain unchanged.
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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, the Fund may
invest in other investment companies and money market funds
beyond the statutory limits described above. Some of those
investment companies and money market funds may be funds for
which the Investment Adviser or any of its affiliates serves as
investment adviser, administrator or distributor.
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The Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. 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.
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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.
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76
APPENDIX A
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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 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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Loan Participations.
The Fund may invest in loan
participations. A loan participation is an interest in a loan to
a U.S. or foreign company or other
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77
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borrower which is administered and sold by a
financial intermediary. The Fund may only invest in loans to
issuers in whose obligations it may otherwise invest. Loan
participation interests may take the form of a direct or
co-lending relationship with the corporate borrower, an
assignment of an interest in the loan by a co-lender or another
participant, or a participation in the sellers share of
the loan. When the Fund acts as co-lender in connection with a
participation interest or when it acquires certain participation
interests, the Fund will have direct recourse against the
borrower if the borrower fails to pay scheduled principal and
interest. In cases where the Fund lacks direct recourse, it will
look to an agent for the lenders (the agent lender)
to enforce appropriate credit remedies against the borrower. In
these cases, the Fund may be subject to delays, expenses and
risks that are greater than those that would have been involved
if the Fund had purchased a direct obligation (such as
commercial paper) of such borrower. Moreover, under the terms of
the loan participation, the Fund may be regarded as a creditor
of the agent lender (rather than of the underlying corporate
borrower), so that the Fund may also be subject to the risk that
the agent lender may become insolvent.
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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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78
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Appendix B
Financial Highlights
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Because the Fund has not commenced investment
operations as of the date of this Prospectus, financial
highlights are not available.
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79
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1
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General
Investment Management Approach
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3
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Fund
Investment Objective and Strategies
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7
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Other
Investment Practices and Securities
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9
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Principal
Risks of the Fund
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14
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Fund
Performance
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15
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Fund
Fees and Expenses
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18
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Service
Providers
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24
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Dividends
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25
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Shareholder
Guide
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25
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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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52
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Taxation
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55
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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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Fixed Income Fund
Local Emerging Markets Debt Fund
Prospectus
(Class A and C
Shares)
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Annual/Semi-annual
Report
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Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year. Before the
date of this Prospectus, the Fund had not commenced operations.
The annual report for the fiscal year 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 SAI. The SAI 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
(when available) and the SAI, 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 (when available) and
the SAI 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 SAI) 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) 551-8090.
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The Funds investment company registration
number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
540519
LEMDPROAC
Prospectus
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Institutional
Shares
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January 18, 2008
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GOLDMAN SACHS
SINGLE/MULTI-SECTOR TAXABLE FIXED INCOME FUNDS
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n
Goldman
Sachs Local Emerging Markets Debt 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.
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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 Local Emerging Markets Debt
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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The Investment Advisers 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
Lead portfolio
managers (the Portfolio Team) are responsible for
the overall results of the Fund. They set the strategic
direction of the Fund by establishing a risk budget.
The risk budget for the Fund is the range the
portfolio managers will allow the Fund to deviate from the
Funds benchmark with respect to sector allocations,
country allocations, securities selection and, to a lesser
extent, duration. 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, Bottom-up
Strategy Teams, comprised of sector specialists, formulate
sub-sector allocation and security selection decisions.
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1
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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 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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The Investment Adviser may use structured
securities and derivative instruments to seek exposure to
certain countries or currencies in the Funds investment
portfolio in accordance with its investment objective. These
instruments include credit linked notes, financial futures
contracts, forward contracts and swap transactions, as well as
other types of derivatives or structured securities. The
Funds investments in these instruments may be significant.
These transactions may 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 Fund are taxable to their shareholders.
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References in this Prospectus to the Funds
benchmark are for informational purposes only, and unless
otherwise noted, not an indication of how the Fund is managed.
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2
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Fund Investment Objective
and Strategies
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Goldman Sachs
Local Emerging Markets Debt Fund
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FUND FACTS
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Duration
(under normal interest rate conditions):
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Target = one to
six years
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Credit
Quality:
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Minimum = D (Standard &
Poors) or C (Moodys). Securities will either be
rated by a nationally recognized statistical rating organization
(NRSRO) or, if unrated, determined by the Investment
Adviser to be of comparable quality.
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Benchmark:
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JPMorgan GBI-EM Global
Diversified Index
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The Fund seeks a high level of total return
consisting of income and capital appreciation.
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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 the time of purchase) (Net
Assets) in sovereign and corporate debt of issuers located
in emerging countries where such debt securities are denominated
in the local currency of such emerging countries.* Sovereign
debt in this Prospectus consists of fixed income securities
issued by a national government within a given country
denominated in the currency of that country, and may also
include nominal and real inflation-linked securities.
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*
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To the extent required by Securities and
Exchange Commission (SEC) regulations, shareholders
will be provided with sixty days notice in the manner prescribed
by the SEC before any change in a 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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3
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Goldman Sachs
Local Emerging Markets Debt Fund
continued
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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, Botswana, Brazil,
Chile, China, Columbia, Czech Republic, Dominican Republic,
Egypt, Estonia, Ghana, Hong Kong, Hungary, India, Indonesia,
Kazakstan, Kenya, Latvia, Lithuania, Malawi, Malaysia,
Mauritius, Mexico, Nigeria, Peru, The Philippines, Poland,
Romania, Russia, Serbia, Slovakia, Slovenia, South Africa, South
Korea, Sri Lanka, Taiwan, Tanzania, Thailand, Turkey, Uganda,
Ukraine, United Arab Emirates, Uruguay, Venezuela, Vietnam and
Zambia, as well as other emerging countries to the extent that
foreign investors are permitted by applicable law to make such
investments.
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The Fund may invest in all types of emerging
country fixed income securities, including the following:
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Brady bonds and other debt issued by governments,
their agencies and instrumentalities, or by their central banks,
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interests issued by entities organized and
operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging country
issuers,
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fixed and floating rate, senior and subordinated
corporate debt obligations (such as bonds, debentures, notes and
commercial paper),
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loan participations, and
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repurchase agreements with respect to the
foregoing.
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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 Funds
assets will be denominated in non-U.S. Dollars, the Fund
may invest in securities denominated in the U.S. Dollar.
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Additionally, the Fund intends to use structured
securities or derivatives, including but not limited to credit
linked notes, financial futures contracts, forward contracts and
swap contracts to gain exposure to certain countries or
currencies.
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4
FUND INVESTMENT OBJECTIVE
AND STRATEGIES
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Other.
The
Fund may invest in the aggregate up to 20% of its Net Assets in
investments other than emerging country fixed income securities,
including (without limitation) equity securities and fixed
income securities, such as government, corporate and bank debt
obligations, of developed country issuers.
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Portfolio
Construction.
Currently, the
Investment Advisers emerging markets debt strategy invests
significantly in emerging market sovereign issues. As such,
security selection amongst these sovereign issues is believed to
be the most important factor in the portfolio construction
process. The next most important factor is country selection,
where the Investment Adviser evaluates macro developments and
assesses the net flows within countries.
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Analysis of emerging market debt involves an
understanding of the finances, political events, and
macroeconomic condition of a country. The Investment
Advisers research analysts analyze the balance
sheets of the countries they follow. This may include
evaluating factors such as balance of payments, tax revenues,
and external and domestic debt. They also assess macroeconomic
measures, which may include inflation, interest rates, growth
prospects and monetary policy. For some emerging market debt
countries, politics is the key driver of performance. As a
result, the Investment Advisers research analysts may
spend a significant portion of their time following the
political developments of the countries they cover.
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Fundamental analysis is combined with valuation
techniques to determine relative values of securities. Although
the Investment Adviser may believe a security is attractive from
a fundamental point of view, the Investment Adviser may not
believe the spread level is attractive relative to other
credits. As a result, even if the Investment Adviser likes a
countrys fundamentals, the Investment Adviser may not
invest in it due to its valuation. Likewise, the Investment
Adviser may believe that a certain countrys fundamentals
are less positive but may invest in the country because the
Investment Adviser believes the spread offers significant
compensation for the additional risk.
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THE FUND IS NON-DIVERSIFIED UNDER THE
INVESTMENT COMPANY ACT, AND MAY INVEST MORE OF ITS ASSETS IN
FEWER ISSUERS THAN DIVERSIFIED MUTUAL FUNDS.
THEREFORE, THE LOCAL EMERGING MARKETS DEBT FUND MAY BE MORE
SUSCEPTIBLE TO ADVERSE DEVELOPMENTS AFFECTING ANY SINGLE ISSUER
HELD IN ITS PORT-
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5
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Goldman Sachs
Local Emerging Markets Debt Fund
continued
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FOLIO, AND MAY BE MORE SUSCEPTIBLE TO GREATER
LOSSES BECAUSE OF THESE DEVELOPMENTS.
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Non-investment grade fixed income securities
(commonly known as junk bonds) tend to offer higher
yields than higher-rated securities with similar maturities.
Non-investment grade securities are, however, considered
speculative and generally involve greater price volatility and
greater risk of loss of principal and interest than more highly
rated securities. The Fund may purchase the securities of
issuers that are in default.
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6
Other Investment Practices
and Securities
The table below and the table on the following
page 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
portfolio 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 holdings
is available in the Funds Statement of Additional
Information (SAI).
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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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Local Emerging
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objectives and strategies of the Fund
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Markets Debt
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Not permitted
***
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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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**
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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 enter into repurchase agreements
collateralized by securities issued by foreign governments and
their central banks.
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***
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The Fund may, however, invest securities
lending collateral in registered or unregistered 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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Local Emerging
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objectives and strategies of the Fund
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Markets Debt
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Not permitted
**
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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
1
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Loan Participations
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Mortgage-Backed Securities
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Non-Investment Grade Fixed
Income Securities (Junk bonds)
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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
2
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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 or unregistered funds that
invest in such instruments.
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1
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Includes issuers domiciled in one country and
issuing securities denominated in the currency of
another.
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2
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The Fund may for this purpose invest in
investment grade and high grade securities without
limit.
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8
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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Local
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Emerging
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Applicable
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Markets Debt
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Fund
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NAV
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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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Non-Diversification
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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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Non-Hedging Foreign
Currency Trading
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9
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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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Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by the
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 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
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund 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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Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Fund 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 reinvest in higher yielding securities.
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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. See General
Investment Management Approach above.
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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.
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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
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10
PRINCIPAL RISKS OF THE FUND
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overweighted from time to time in one or more
industry sectors, which will increase the Funds exposure
to risk of loss from adverse developments affecting those
sectors.
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n
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Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
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n
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Liquidity
Risk
The risk that the Fund
may invest to a greater degree in securities that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also the risk that the Fund may make
investments that may become less liquid in response to market
developments or adverse investor perceptions. When there is no
willing buyer and investments cannot be readily sold at the
desired time or price, the Fund may have to accept a lower price
or may not be able to sell the security at all. An inability to
sell a portfolio position can adversely affect the Funds
value or prevent the Fund from being able to take advantage of
other investment opportunities.
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Liquidity risk may also refer to the risk that
the Fund will not be able to pay redemption proceeds within the
allowable time period because of unusual market conditions, an
unusually high volume of redemption requests, or other reasons.
To meet redemption requests, the Fund may be forced to sell
securities, at an unfavorable time and conditions.
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Since the Fund may invest in non-investment grade
fixed income securities and emerging country issuers, this Fund
will be especially subject to the risk that during certain
periods, the liquidity of particular issuers or industries, or
all securities within a particular investment category, 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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Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) expect to invest a
significant percentage of their assets 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 a Fund of
Funds Portfolio of its position in the Fund may further increase
liquidity risk and may impact the Funds NAV.
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n
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Non-Diversification
Risk
The Fund is
non-diversified, meaning that it is permitted to invest more of
its assets in fewer issuers than diversified mutual
funds. Thus, the Fund may be more susceptible to adverse
developments affecting any single issuer held in its portfolio,
and may be more susceptible to greater losses because of these
developments.
|
n
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Sovereign
Risk
The Fund 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.
|
11
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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.
|
|
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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|
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n
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Foreign
Risk
The Fund will be subject
to risks of loss with respect to its 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 risks will normally be
greatest when the Fund invests in issuers located in emerging
countries.
|
|
n
|
Emerging Countries
Risk
The Fund will invest in
emerging countries. The securities markets of Asian, 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. These risks are not normally associated
with investments in more developed countries.
|
|
|
n
|
Junk Bond
Risk
The Fund will 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.
|
|
12
PRINCIPAL RISKS OF THE FUND
|
|
n
|
Non-Hedging Foreign Currency Trading
Risk
The Fund may engage in
forward foreign currency transactions for speculative purposes.
The Funds Investment Adviser 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 Adviser seeks 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 the Fund.
|
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.
13
HOW THE FUND HAS
PERFORMED
|
|
|
|
As the Fund had not yet commenced investment
operations as of the date of this Prospectus, there is no
performance information quoted for the Fund.
|
14
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.
|
|
|
|
|
|
|
Local Emerging
|
|
|
Markets Debt
|
|
|
Fund
|
|
|
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
1
|
|
|
2.00%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
2
(expenses that are deducted from Fund assets):
|
|
|
|
|
Management Fees
3
|
|
|
0.90%
|
|
Account Service Fees
|
|
|
None
|
|
Distribution and Service
(12b-1) Fees
|
|
|
None
|
|
Other
Expenses
4
*
|
|
|
1.72%
|
|
|
Total Fund Operating
Expenses*
|
|
|
2.62%
|
|
|
See page 17 for all other
footnotes.
|
|
|
|
|
*
|
The Other Expenses and Total
Fund Operating Expenses shown in the table above do not
reflect voluntary expense limitations currently in place with
respect to the Fund. The Funds Other Expenses
and Total Fund Operating Expenses, after application
of current fees, waivers and expense limitations, are as set
forth below. These expense limitations may be modified or
terminated at any time at the option of the Investment Adviser
and without shareholder approval. If this occurs, the
Other Expenses and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
Local Emerging
|
|
|
Markets Debt
|
|
|
Fund
|
|
|
|
|
|
|
Annual Fund Operating Expenses
2
(expenses that are deducted from Fund assets):
|
|
|
|
|
Management Fees
3
|
|
|
0.90%
|
|
Account Service Fees
|
|
|
None
|
|
Distribution and Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses
4
|
|
|
0.11%
|
|
|
Total Fund Operating Expenses (after current
waivers and expense limitations)
|
|
|
1.01%
|
|
|
15
Fund Fees and Expenses
continued
|
|
|
1
|
|
A 2.00% redemption fee will be imposed on the
redemption of shares (including by exchange) held for
30 calendar days or less.
|
2
|
|
The Funds annual operating expenses have
been estimated for the current fiscal year.
|
3
|
|
The Investment Adviser is entitled to a
management fee at the annual rate equal to the following
percentages of the average daily net assets of the
Fund:
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
Over
|
|
|
$2 Billion
|
|
$2 Billion
|
|
|
|
|
|
0.90
|
%
|
|
|
0.81
|
%
|
|
|
|
|
|
4
|
|
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 (excluding management fees, transfer
agency fees and expenses, taxes, interest, brokerage fees and
litigation, indemnification, shareholder proxy meeting and other
extraordinary expenses exclusive of any expense offset
arrangements) to 0.074% of the Funds average daily net
assets. These expense reductions may be modified or terminated
at any time at the option of the Investment Adviser.
|
|
16
FUND FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in the Fund (without the expense
limitations) with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in Institutional
Shares of 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
|
|
|
Local Emerging Markets
Debt
|
|
$
|
265
|
|
|
$
|
814
|
|
|
Institutions that invest in Institutional Shares
on behalf of their customers may charge other fees directly to
their customer accounts in connection with their investments.
You should contact your institution for information regarding
such charges. Such fees, if any, may affect the return customers
realize with respect to their investments.
Certain institutions that invest in Institutional
Shares may receive other compensation in connection with the
sale and distribution of Institutional Shares or for services to
their customers accounts and/or the Fund. For additional
information regarding such compensation, see Shareholder
Guide in the Prospectus and Payments to
Intermediaries in the SAI.
17
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Local Emerging Markets Debt
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman,
Sachs & Co. (Goldman Sachs). As of
September 30, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $737 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
|
18
SERVICE PROVIDERS
|
|
|
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
|
|
|
Local Emerging Markets Debt
|
|
|
0.90%
|
|
|
|
First $2 Billion
|
|
|
|
|
0.81%
|
|
|
|
Over $2 Billion
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management 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
in 2007 will be available in the Funds annual report dated
March 31, 2008.
|
|
Global
Fixed Income-Investment Management Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
James B. Clark
Managing Director,
Co-Head U.S.
Fixed Income Team
|
|
Senior Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
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.
|
|
Samuel Finkelstein
Managing Director
|
|
Lead Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
Mr. Finkelstein
joined the investment manager in 1997. Prior to joining the
emerging market team in 2000, he worked in the fixed income risk
and strategy group where he constructed portfolios and monitored
risk exposure. Prior to that, he worked for one year as a
foreign currency trader at the Union Bank of
Switzerland.
|
|
19
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Ricardo Penfold
Vice President
|
|
Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
Mr. Penfold joined
the Investment Adviser in 2000. Prior to that he was Head of
Research and Economics in Venezuela for Santander Investments
and Banco Santander Central Hispano for four years.
|
|
Owi Ruivivar, Ph.D
Vice President
|
|
Portfolio
Manager
Local Emerging Markets Debt
|
|
Since
2008
|
|
Ms. Ruivivar
joined the Investment Adviser in 2002. Prior to joining, she
worked for five years at BNP Paribas where for her last two
years there she headed global emerging market debt strategy.
Before joining the finance industry in 1997 she worked in
economics research at the International Monetary Fund, and at
various other international development institutions.
|
|
20
SERVICE PROVIDERS
|
|
|
Global
Fixed Income Investment 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 Global Fixed Income Investment Management
Team manages approximately $200 billion in municipal and
taxable fixed income assets for retail, institutional and high
net worth clients, with over $2.5 billion in emerging
markets debt.
|
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Investment
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Investment Management Team and is
responsible for high-level decisions pertaining to portfolios
across multiple strategies. The Global Fixed Income Investment
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 (macroeconomic
news) and bottom-up (security selection) decisions are made by
these small strategy teams, rather than by one portfolio manager
or committee. Ultimate accountability for the portfolio resides
with the lead portfolio managers, who set the long-term risk
budget and oversee the portfolio construction process.
|
|
|
|
For more information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Fund, see the SAI.
|
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 Dr., 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
|
21
|
|
|
Goldman Sachs may present conflicts of interest
with respect to the Fund or limit the 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 invests. 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 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
|
22
SERVICE PROVIDERS
|
|
|
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 SAI.
|
|
|
|
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, in accordance
with applicable law.
|
|
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 Fund
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the SAI.
|
|
|
|
|
You may indicate your election on your Account
Application. Any changes may be submitted in writing to the
Transfer Agent 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 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 are declared
daily and paid monthly. Distributions from net capital gains are
declared and paid annually.
|
|
|
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.
|
24
|
|
|
Shareholder
Guide
|
|
|
|
The following section will provide you with
answers to some of the most frequently 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. In order to make an initial
investment in the Fund, you must furnish to the Fund or your
financial institution the Account Application. You should either:
|
|
|
|
|
|
|
n
|
Contact your financial institution who may place
an order through certain electronic trading platforms (e.g.,
National Securities Clearing Corporation) or contact the Goldman
Sachs Trust (the Trust) to place an order;
|
|
|
|
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 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, 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.
|
|
|
|
|
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 (less any
applicable redemption fee in the case of redemption orders) next
determined after such acceptance.
|
25
|
|
|
|
n
|
Authorized institutions and intermediaries will
be responsible for transmitting accepted orders and payments to
the Trust within the time period agreed upon by them.
|
|
|
|
|
You should contact your institution or
intermediary to learn whether it is authorized to accept orders
for the Trust. These institutions or intermediaries 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 or provide services 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 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 the Intermediaries. Please refer
to the Payments to Intermediaries section of the SAI
for more information about these payments.
|
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates may differ 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 the Fund based, at least in
part, on the level of compensation paid. You should contact your
authorized
|
26
SHAREHOLDER GUIDE
|
|
|
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 (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.
|
27
|
|
|
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
|
|
$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
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 in 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; any Trustee
or officer of the Trust; 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); certain mutual fund wrap programs
|
28
SHAREHOLDER GUIDE
|
|
|
|
at the discretion of the Trusts officers;
and for other investors at the discretion of the Trusts
officers. No minimum amount is required for additional
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
|
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.
|
|
|
n
|
Modify or waive the minimum investment
requirements.
|
|
|
|
n
|
Modify the manner in which shares are offered.
|
|
|
|
|
|
Generally, non-U.S. citizens and certain U.S.
citizens residing outside the United States may not open an
account 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.
|
|
|
|
Notwithstanding the foregoing, 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.
|
|
|
|
|
Customer Identification
Program.
Federal law requires the
Fund to obtain, verify and record identifying information, which
will be reviewed solely for customer identification purposes,
which may include the name, residential or business street
address, date of birth (for an individual), Social Security
Number or taxpayer identification number or other information,
for each investor who opens an account directly with the Fund.
Applications without the required information may not be
accepted by the Fund. After accepting an application, to the
extent permitted by applicable law or its 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
|
|
29
|
|
|
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.
|
|
|
How Are
Shares Priced?
|
|
|
The price you pay when you buy Institutional
Shares is the Funds next determined NAV for a share class
after
the Fund receives your order in proper form. 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)
after
the Fund receives your order in
proper form. The Fund calculates NAV as follows:
|
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
The Funds investments are valued based on
market quotations, or if market quotations are not readily
available, or if the Investment Adviser believes that such
quotations do not accurately reflect fair value, the fair value
of the Funds investments may be determined in good faith
under procedures established by the Trustees.
|
|
|
|
In the event that the 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 price for a
particular security, or if the price provided does not meet the
established criteria for the Fund, the Fund will price that
security at the most recent closing price for that security on
its principal exchange.
|
|
|
|
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;
|
30
SHAREHOLDER GUIDE
|
|
|
as well as the same or similar events which may
affect specific issuers or the securities markets even though
not tied directly to the securities markets. Other significant
events that could relate to a single issuer may include, but are
not limited to: corporate actions such as reorganizations,
mergers and buy-outs; corporate announcements on earnings;
significant litigation; and regulatory news such as governmental
approvals.
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Fund
to price its investments may be different from those used by
other investment companies and investors to price the same
investments.
|
|
|
Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
|
|
|
|
Please note the following with respect to the
price at which your transactions are processed:
|
|
|
|
|
|
|
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 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, although Fund shares may be
priced on such days if the Securities Industry and Financial
Markets Association (SIFMA) recommends that the bond
market remain open for all or part of the day.
|
|
|
|
n
|
On any business day when the SIFMA recommends
that the bond markets close early, the Fund reserves the right
to close at or prior to the SIFMA 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.
|
|
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at an 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 the Funds NAV on the business day following
|
31
|
|
|
trade date (T + 1). The use of
T + 1 accounting generally does not, but may, result
in a NAV that differs materially from the NAV 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 and/or the bond markets is stopped
at a time other than its regularly scheduled closing time. 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 1-800-621-2550.
|
|
|
|
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.
|
|
|
|
When
Will Shares Be Issued And Dividends Begin To Be Paid?
|
|
|
|
|
|
n
|
Shares Purchased by Federal Funds Wire:
|
|
|
|
|
|
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.
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.
|
|
|
|
|
|
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 and dividends will
generally begin to accrue two days after receipt of check or
payment.
|
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 its 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 by electronic trading platform, in
writing or by telephone (unless the institution opts out of the
telephone redemption privilege on the Account Application).
|
|
|
|
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.
|
|
|
|
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:
|
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record; or
|
|
n
|
You would like the redemption proceeds sent to a
bank account that is not your bank account designated in the
current records of the Transfer Agent.
|
|
|
|
|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other 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 that such
instructions are genuine. If reasonable procedures are not
employed, the
|
33
|
|
|
Trust may be liable for any loss due to
unauthorized or fraudulent transactions. The following general
policies are currently in effect:
|
|
|
|
|
|
n
|
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 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, a 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.
|
|
|
|
|
Note: It may be difficult to make telephone
redemptions in times of unusual 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, as 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, 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
paid 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 until the Federal Reserve
Bank reopens.
|
34
SHAREHOLDER GUIDE
|
|
|
|
|
n
|
To change the bank designated in the current
records of the Transfer Agent, you must send written
instructions signed by an authorized person designated in the
current records of the Transfer Agent to the Transfer Agent.
|
|
|
|
n
|
Neither the Trust nor Goldman Sachs 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 Do
I Need To Know About The Redemption Fee?
|
|
The Fund will charge a 2.00% redemption fee on
the redemption of shares (including by exchange) held for
30 calendar days or less. For this purpose, the Fund uses a
first-in first-out (FIFO) method so that shares held
longest will be treated as being redeemed first and shares held
shortest will be treated as being redeemed last. The redemption
fee will be paid to the Fund from which the redemption is made,
and is intended to offset the trading costs, market impact and
other costs associated with short-term money movements in and
out of the Fund. The redemption fee may be collected by
deduction from the redemption proceeds or, if assessed after the
redemption transaction, through a separate billing.
|
|
|
The redemption fee does not apply to transactions
involving the following:
|
|
|
|
|
n
|
Redemptions of shares acquired by reinvestment of
dividends or capital gains distributions.
|
|
|
n
|
Redemption of shares by other Goldman Sachs Funds
(
e.g.
, Goldman Sachs Asset Allocation Portfolios).
|
|
|
n
|
Redemptions of shares held through discretionary
wrap programs or models programs that utilize a regularly
scheduled automatic rebalancing of assets and that have provided
GSAM with certain representations regarding certain operating
policies and standards.
|
|
|
n
|
Redemptions of shares involving transactions
other than participant initiated exchanges from retirement plans
and accounts maintained pursuant to Section 401
(tax-qualified pension, profit sharing, 401(k), money purchase
and stock bonus plans), 403 (qualified annuity plans and
tax-sheltered annuities) and 457 (deferred compensation plans
for employees of tax-exempt entities or governments) of the
Internal Revenue Code of 1986, as amended (the
Code). Redemptions involving transactions other than
participant initiated exchanges would include, for example:
loans; required minimum distributions; rollovers;
|
|
35
|
|
|
|
|
forfeiture; redemptions of shares to pay fees;
plan level redemptions or exchanges; redemptions pursuant to
systematic withdrawal programs; return of excess contribution
amounts; hardship withdrawals; redemptions related to death,
disability or qualified domestic relations order; and certain
other transactions.
|
|
|
|
|
n
|
Redemptions of shares from accounts of financial
institutions in connection with hedging services provided in
support of nonqualified deferred compensation plans offering the
Goldman Sachs Funds.
|
|
n
|
Redemption of shares where the Fund is made
available as an underlying investment in certain group annuity
contracts.
|
|
n
|
Redemptions of shares that are issued as part of
an investment company reorganization to which a Goldman Sachs
Fund is a party.
|
|
n
|
Redemptions of shares representing seed
capital investments by Goldman Sachs or its affiliates.
|
|
|
|
|
The Trust reserves the right to modify or
eliminate the redemption fee or waivers at any time and will
give 60 days prior written notice of any material changes,
unless otherwise provided by law. The redemption fee policy may
be modified or amended in the future.
|
|
|
|
In addition to the circumstances noted above, the
Trust reserves the right to grant additional exceptions based on
such factors as system limitations, operational limitations,
contractual limitations and further guidance from the SEC or
other regulators.
|
|
|
|
If your shares are held through an Intermediary
in an omnibus or other group account, the Trust relies on the
Intermediary to assess the redemption fee on underlying
shareholder accounts. The application of redemption fees and
exemptions may vary and certain Intermediaries may not apply the
exceptions listed above. If you invest through an Intermediary,
please contact your Intermediary for more information regarding
when redemption fees will be applied to the redemption of your
shares.
|
|
|
|
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.
|
36
SHAREHOLDER GUIDE
|
|
|
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 the redemption.
|
|
n
|
Redeem your shares if your account balance is
below the required Fund minimum. 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
|
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. The Trust will not be
responsible for any loss in an investors account or tax
liability resulting from the redemption.
|
|
|
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. No interest will accrue on amounts represented
by uncashed checks.
|
|
|
|
|
Can I
Exchange My Investment From The Fund To Another Goldman Sachs
Fund?
|
|
|
You may exchange Institutional Shares of the Fund
at NAV for certain shares of another Goldman Sachs Fund.
Redemption of shares (including by exchange) that are held for
30 calendar days or less (60 calendar days or less with
respect to the Goldman Sachs High Yield Fund and High Yield
Municipal Fund) may, however, be subject to a redemption fee as
described above under What Do I Need to Know About The
Redemption Fee? The exchange privilege may be materially
modified or withdrawn at any time upon 60 days written
notice to you.
|
|
|
|
|
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 Goldman Sachs Fund must satisfy the minimum
initial investment requirement of that Fund. This requirement
may be waived at the discretion of the Trust. Exchanges into a
|
|
37
|
|
|
|
|
money market fund need not meet the traditional
minimum initial investment requirement for that fund if the
entire balance of the original Fund account is exchanged.
|
|
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
|
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.
|
|
|
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 account
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 or your Intermediary. The Fund
will begin sending individual copies to you within 30 days
after receipt of your revocation.
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In addition, institutions and 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 regarding
the sources of dividend payments pursuant to Section 19 of
the Investment Company Act.
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38
SHAREHOLDER GUIDE
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 excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interest
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
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To deter excessive shareholder trading, the Fund
described in this Prospectus, the International Equity Funds,
certain other Fixed Income Funds and certain 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. See Shareholder Guide How to Sell
Shares What Do I Need to Know About The Redemption
Fee? for more information about the redemption fee,
including transactions and certain omnibus accounts to which the
redemption fee does not apply. As a further deterrent to
excessive trading, many foreign equity securities held by the
Fund are priced by an independent pricing service using fair
valuation. For more information on fair valuation, please see
Shareholder Guide How to Buy Shares How are
Shares Priced? 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.
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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
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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
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
ordinarily not tracked by the Fund on a regular basis. A number
of these 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
may be limited in certain circumstances, and certain of these
intermediaries may charge the Fund a fee for providing certain
shareholder information requested as part of the Funds
surveillance process. 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. If necessary, the Trust may
prohibit additional purchases of Fund shares by an Intermediary
or by certain of the Intermediarys customers.
Intermediaries may also monitor their customers trading
activities in the Fund. The criteria used by Intermediaries to
monitor for excessive trading may differ from the criteria used
by the Fund. If an Intermediary fails to enforce the
Trusts excessive trading policies, the Trust may take
certain actions including terminating the relationship.
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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 SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Fund.
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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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The 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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Under current provisions of the 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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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 the
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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The Fund may be subject to foreign withholding or
other foreign taxes on income or gain from certain foreign
securities. In general, the Fund may deduct these taxes in
computing its taxable income. Shareholders of the Fund may be
entitled to claim a credit or a deduction with respect to
foreign taxes if the Fund is eligible to and elects to pass
through these taxes to you.
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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 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 the Fund may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of the 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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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 are generally subject to
U.S. withholding on distributions by the Fund and may be
subject to estate tax.
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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/default 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/default 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 asset-backed
securities. The duration of a security backed by loans can
either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new loans fall sufficiently below
the interest rates on existing outstanding loans, the rate of
prepayment would be expected to increase. Conversely, if loan
interest rates rise above the interest rates on existing
outstanding 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.
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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 Fund 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
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APPENDIX A
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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. The 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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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
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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The Fund will deem a security to have met its
minimum credit rating requirement if the security has the
required rating at the time of purchase from at least one NRSRO
even though it has been rated below the minimum rating by one or
more other NRSROs. Unrated securities may be purchased by the
Fund if they are determined by the Investment Adviser to be of
comparable 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 the
Funds minimum rating requirement at the time of purchase
and is subsequently downgraded below such rating, the Fund will
not be required to dispose of such security. This is so even if
the downgrade causes the average credit quality of the Fund to
be lower than that stated in the Prospectus. Furthermore, during
this period, the Investment Adviser will only buy securities at
or above the Funds average rating requirement. If a
downgrade occurs, the Investment Adviser will consider what
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action, including the sale of such security, is
in the best interests of the Fund and its shareholders.
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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 SAI,
which is available upon request. Among other things, the SAI
describes certain fundamental investment restrictions that
cannot be changed without shareholder approval. You should note,
however, that all investment objectives and all investment
policies not specifically designated as fundamental are
non-fundamental, and may be changed without shareholder
approval. If there is a change in 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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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 SAI.
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Debt securities rated BBB- or higher by
Standard & Poors Rating 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 the Funds minimum rating
requirement at the time of purchase and is subsequently
downgraded below that rating, the Fund will not be required to
dispose of the security. If a downgrade occurs, the Investment
Adviser will consider which action, including the sale of the
security, is in the best interest of the Fund and its
shareholders.
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APPENDIX A
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The Fund 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 the
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 Derivative Investments.
The Fund may invest in derivative
instruments including without limitation, options, futures,
options on futures, swaps, interest rate caps, floors and
collars, structured securities and derivatives relating to
foreign currency transactions. Investments in derivative
instruments may be for both hedging and non-hedging purposes
(that is, to seek to increase total return), although suitable
derivative instruments may not always be available to the
Investment Adviser for these purposes. Losses from investments
in derivative instruments 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 the timing or level of fluctuations in securities prices,
interest rates or currency prices. Investments in derivative
instruments may be harder to value, subject to greater
volatility and more likely subject to changes in tax treatment
than other investments. For these reasons, the Investment
Advisers attempts to hedge portfolio risks through the use
of derivative instruments may not be successful, and the
Investment Adviser may choose not to hedge certain portfolio
risks. Investing for non-hedging purposes is considered a
speculative practice and presents even greater risk of loss.
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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 Foreign Investments.
The Fund will make foreign
investments. Foreign investments involve special risks that are
not typically associated with U.S. dollar
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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 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
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APPENDIX A
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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 constraints 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 risks of foreign
investment are heightened when the issuer is located in an
emerging country. Emerging countries are generally located in
Asia, the Middle East, Eastern Europe, 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 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 to the Fund from an
investment in issuers 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
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50
APPENDIX A
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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 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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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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n
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Certain municipal leases and participation
interests
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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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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
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51
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significant, from the market price of comparable
securities for which a liquid market exists.
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Securities purchased by the Fund, particularly
debt securities and over-the-counter traded securities, that are
liquid at the time of purchase may subsequently become illiquid
due to events relating to the issuer of the securities, markets
events, economic conditions or investor perceptions. Domestic
and foreign markets are becoming more and more complex and
interrelated, so that events in one sector of the market or the
economy, or in one geographical region, can reverberate and have
negative consequences for other market, economic or regional
sectors in a manner that may not be reasonably foreseen. With
respect to over-the-counter traded securities, the continued
viability of any over-the-counter secondary market depends on
the continued willingness of dealers and other participants to
purchase the securities.
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If one or more instruments in the Funds
portfolio become illiquid, the Fund may exceed its 15 percent
limitation in illiquid instruments. In the event that changes in
the portfolio or other external events cause the investments in
illiquid instruments to exceed 15 percent of the Funds net
assets, the Fund must take steps to bring the aggregate amount
of illiquid instruments back within the prescribed limitations
as soon as reasonably practicable. This requirement would not
force the Fund to liquidate any portfolio instrument where the
Fund would suffer a loss on the sale of that instrument.
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In cases where no clear indication of the value
of the Funds portfolio instruments is available, the
portfolio instruments will be valued at their fair value
according to the valuation procedures approved by the Board of
Trustees. These cases include, among others, situations where
the secondary markets on which a security has previously been
traded are no longer viable for lack of liquidity. For more
information on fair valuation, please see Shareholder
GuideHow to Buy SharesHow Are Shares Priced?
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Risks of Structured Investment Vehicles.
Certain investments in
derivatives, including structured instruments as well as
investments in mortgage-backed securities and asset-backed
securities involve the purchase of securities from structured
investment vehicles (SIVs). SIVs are legal entities that are
sponsored by banks, broker-dealers or other financial firms
specifically created for the purpose of issuing particular
securities or instruments. SIVs are often leveraged and
securities issued by SIVs may have differing credit preferences.
Investments in SIVs present counterparty risks, although they
may be subject to a guarantee or other financial support by the
sponsoring entity. Investments in SIVs may be more volatile,
less liquid and more difficult to price accurately than other
types of investments.
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52
APPENDIX A
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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 SAI, 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.
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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, municipal
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
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53
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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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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.
Asset-backed securities may also be subject to increased
volatility and may become illiquid and more difficult to value
even when there is no default or threat of default due to market
conditions impacting asset-backed securities more generally.
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Brady Bonds and Similar Instruments.
The Fund 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 Fund may invest will not be subject to restructuring
arrangements or to requests for new credit, which may cause the
Fund to suffer a loss of interest or principal on its holdings.
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54
APPENDIX A
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In addition, the 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 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, the Funds investment in such securities may be
limited by certain investment restrictions contained in the
Investment Company Act.
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Corporate Debt Obligations; Trust Preferred
Securities; Convertible Securities.
The Fund 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
corporations to pay interest and repay principal. 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. The Fund 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 non-convertible securities of similar
quality. Convertible securities in which the 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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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
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55
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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. The Fund may also enter into non-deliverable
forward contracts which provide for settlement by payment of the
net amount due under the forward contract instead of the
physical delivery of the currencies subject to the forward
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 also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. The 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, 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
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56
APPENDIX A
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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 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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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
appropriate measures to cover open positions with
respect to its transactions in forward currency contracts.
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Structured Securities.
The Fund may invest in structured
securities. Structured securities are securities whose value is
determined by reference to changes in the value of specific
currencies, securities, interest rates, commodities, indices or
other financial indicators (the Reference) or the
relative change in two or more References. Investments in
structured securities may provide exposure to certain securities
or markets in situations where regulatory or other restrictions
prevent direct investments in such issuers or markets.
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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.
Structured securities are also subject to the risk that the
issuer of the structured securities may fail to perform its
contractual obligations. Certain issuers of structured products
may be deemed to be investment companies as defined in the
Investment Company Act. As a result, the Funds investments
in structured securities may be subject to the limits applicable
to investments in other investment companies.
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Structured securities include, but are not
limited to, credit linked notes. Credit linked notes are
securities with embedded credit default swaps. An investor
holding a credit linked note generally receives a fixed or
floating coupon and the notes par value upon maturity,
unless the referred credit defaults or declares bankruptcy, in
which case the investor receives the amount recovered. In
effect, investors holding credit linked notes receive a higher
yield in exchange for assuming the risk of a specified credit
event.
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57
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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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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. 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 in 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 is a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of the Investment Adviser
to anticipate 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
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58
APPENDIX A
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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
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. When writing an option, the Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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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 is subject to
all of the risks associated with the trading of other types of
options. In addition, such options present a risk of loss even
if the yield of 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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59
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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 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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The Fund must set aside liquid
assets, or engage in other appropriate measures to
cover open positions with respect to its
transactions in futures contracts (often referred to as
asset segregation). 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
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60
APPENDIX A
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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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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. When purchasing a
security on a when-issued basis or entering into a forward
commitment, the Fund must set aside liquid assets,
or engage in other appropriate measures to cover its
obligations.
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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
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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 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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Borrowings and Reverse Repurchase
Agreements.
The Fund can borrow
money from banks and other financial institutions, and the Fund
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 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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Interest Rate 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. 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
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62
APPENDIX A
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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 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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63
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The use of interest rate, 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. When entering into
swap contracts, the Fund must set aside liquid
assets, or engage in other appropriate measures to
cover its obligation under the swap contract.
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Other Investment Companies.
The Fund may invest in securities
of other investment companies, including exchange traded funds
(ETFs) such as iShares
SM
, subject to statutory
limitations prescribed by the Investment Company Act. These
limitations include in certain circumstances a prohibition on
the Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of the Funds total assets in securities of any one
investment company or more than 10% of its total assets in
securities of all investment companies. Many ETFs, however, have
obtained exemptive relief from the SEC to permit unaffiliated
funds to invest in the ETFs shares beyond these statutory
limitations, subject to certain conditions and pursuant to a
contractual arrangement between the ETFs and the investing
funds. The Fund may rely on these exemptive orders to invest in
unaffiliated ETFs.
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The use of ETFs is intended to help the Fund
match the total return of the particular market segments or
indices represented by those ETFs, although that may not be the
result. Most ETFs are investment companies whose shares are
purchased and sold on a securities exchange. An ETF represents a
portfolio of securities designed to track a particular market
segment or index. An investment in an ETF generally presents the
same primary risks as an investment in a conventional fund
(
i.e.
, one that is not exchange-traded) that has the same
investment objectives, strategies and policies. In addition, an
ETF may fail to accurately track the market segment or index
that underlies its investment objective. The price of an ETF can
fluctuate, and a Fund could lose money investing in an ETF.
Moreover, ETFs are subject to the following risks that do not
apply to conventional funds: (i) the market price of the
ETFs shares may trade at a premium or a discount to their
net asset value; (ii) an active trading market for an
ETFs shares may not develop or be maintained; and
(iii) there is no assurance that the requirements of the
exchange necessary to maintain the listing of an ETF will
continue to be met or remain unchanged.
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64
APPENDIX A
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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, the Fund may
invest in other investment companies and money market funds
beyond the statutory limits described above. Some of those
investment companies and money market funds may be funds for
which the Investment Adviser or any of its affiliates serves as
investment adviser, administrator or distributor.
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The Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. 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.
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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
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65
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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 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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Loan Participations.
The 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. The Fund may
only invest in loans to issuers in whose obligations it may
otherwise invest. Loan participation interests may take the form
of a direct or co-lending relationship
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66
APPENDIX A
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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
Fund acts as co-lender in connection with a participation
interest or when it acquires certain participation interests,
the Fund will have direct recourse against the borrower if the
borrower fails to pay scheduled principal and interest. In cases
where the Fund lacks direct recourse, it will look to an agent
for the lenders (the agent lender) to enforce
appropriate credit remedies against the borrower. In these
cases, the Fund may be subject to delays, expenses and risks
that are greater than those that would have been involved if the
Fund had purchased a direct obligation (such as commercial
paper) of such borrower. Moreover, under the terms of the loan
participation, the Fund may be regarded as a creditor of the
agent lender (rather than of the underlying corporate borrower),
so that the Fund may also be subject to the risk that the agent
lender may become insolvent.
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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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67
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Appendix B
Financial Highlights
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Because the Fund has not commenced investment
operations as of the date of this Prospectus, financial
highlights are not available.
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68
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1
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General
Investment Management Approach
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3
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Fund
Investment Objective and Strategies
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7
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Other
Investment Practices and Securities
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9
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Principal
Risks of the Fund
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14
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Fund
Performance
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15
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Fund
Fees and Expenses
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18
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Service
Providers
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24
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Dividends
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25
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Shareholder
Guide
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25
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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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41
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Taxation
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44
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Appendix A
Additional Information on
Portfolio Risks, Securities and
Techniques
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68
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Appendix B
Financial Highlights
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Fixed Income Fund
Local Emerging Markets Debt Fund
Prospectus
(Institutional
Shares)
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Annual/Semi-annual
Report
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Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
report, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year. Before the
date of this Prospectus, the Fund had not commenced operations.
The annual report for the fiscal year 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 SAI. The SAI 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
(when available) and the SAI are available free upon request by
calling Goldman Sachs at 1-800-621-2550. You can also access and
download the annual and semi-annual reports (when available) and
the SAI 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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1-800-621-2550
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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 SAI) 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) 551-8090.
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The Funds investment company registration
number is 811-5349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
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LEMDPROINS
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PART B
STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 18, 2008
Class A Shares
Class C Shares
Institutional Shares
GOLDMAN SACHS LOCAL EMERGING MARKETS DEBT FUND
(A portfolio of Goldman Sachs Trust)
Goldman Sachs Trust
71 South Wacker Drive
Chicago, Illinois 60606
This Statement of Additional Information (the SAI) is not a prospectus.
This SAI describes the above-referenced series of Goldman Sachs Trust. This
SAI should be read in conjunction with the Class A, Class C and Institutional
Shares prospectuses of Goldman Sachs Local Emerging Markets Debt Fund
(the Fund), each dated January 18, 2008,
as they may be further 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.
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 OBJECTIVE AND POLICIES
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B-1
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DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES
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B-3
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INVESTMENT RESTRICTIONS
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B-32
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TRUSTEES AND OFFICERS
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B-34
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MANAGEMENT SERVICES
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B-43
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POTENTIAL CONFLICTS OF INTEREST
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B-50
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PORTFOLIO TRANSACTIONS AND BROKERAGE
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B-62
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SHARES OF THE TRUST
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B-63
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NET ASSET VALUE
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B-67
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TAXATION
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B-68
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PROXY VOTING
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B-75
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PAYMENTS TO INTERMEDIARIES
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B-76
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OTHER INFORMATION
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B-77
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FINANCIAL STATEMENTS
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B-80
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OTHER INFORMATION REGARDING PURCHASES, REDEMPTIONS, EXCHANGES AND DIVIDENDS
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B-80
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DISTRIBUTION AND SERVICE PLANS
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B-84
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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 SAI is January 18, 2008.
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 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 following series, among others: Goldman Sachs Local Emerging Markets
Debt Fund (Local Emerging Markets Debt Fund or the
Fund). The Fund is a non-diversified,
open-end management investment company under the Investment Company Act of 1940, as amended (the
Act). The Fund is authorized to issue three classes of shares: Class A Shares, Class C Shares
and Institutional Shares. Additional series and classes may be added in the future from time to
time.
Goldman Sachs Asset Management, L.P. (GSAM), an affiliate of Goldman, Sachs & Co. (Goldman
Sachs), serves as the investment adviser to the Fund. GSAM is sometimes referred to herein as the
Investment Adviser. In addition, Goldman Sachs serves as the Funds distributor and transfer
agent. The Funds custodian is State Street Bank and Trust Company (State Street).
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 objective 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.
INVESTMENT OBJECTIVE AND POLICIES
The Fund has a 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 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), in the particular type of
investment suggested by the its name. 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-1
Local Emerging Markets Debt Fund
The Local Emerging Markets Debt Fund seeks a high level of total return consisting of income
and capital appreciation. The Fund invests, under normal circumstances, at least 80% of its net
assets plus any borrowings for investment purposes (measured at the time of purchase) in sovereign
and corporate debt of issuers located in emerging countries where
such debt securities are denominated in the local currency of such
emerging countries. Sovereign debt in this SAI consists
of fixed income securities issued by a national government within a given country denominated in
the currency of that country, and may also include nominal and real inflation-linked securities.
The Investment Advisers Emerging Markets Debt (EMD) investment philosophy strives to generate
returns through an active, research-intensive, risk-managed approach. The Investment Adviser seeks
to add value through country allocation, security selection, and market exposure strategies.
The Investment Adviser believes that active management focused on fundamental research is
critical for achieving long-term value for its clients portfolios. Emerging market debt can offer
an attractive risk/return profile for investors who have the proper resources and experience to
exploit the myriad opportunities in the market. The Investment Advisers process is built on
fundamental analysis of emerging market countries and securities. In addition, the Investment
Advisers process focuses on risk-adjusted returns, as the Investment Adviser believes that risk
can have a material impact on long-term investment results. As a result, the Investment Adviser
diversifies across sovereign credits and employs proprietary tools to manage overall portfolio
risks.
Portfolio Construction.
Currently, the Investment Advisers EMD strategy invests
significantly in emerging market sovereign issues. As such, selection
amongst these sovereign issues is believed to be the
most important factor in the portfolio construction process. The next most important factor is
country selection, where the Investment Adviser evaluates macro developments and assesses the net
flows within countries.
Analysis of emerging market debt involves an understanding of the finances, political events,
and macroeconomic condition of a country. The Investment Advisers research analysts analyze the
balance sheets of the countries they follow. This may include evaluating factors such as balance
of payments, tax revenues, and external and domestic debt. They also assess macroeconomic measures,
which may include inflation, interest rates, growth prospects and monetary policy. For some
emerging market debt countries, politics is the key driver of performance. As a result, the
Investment Advisers research analysts may spend a significant portion of their time following the
political developments of the countries they cover.
Fundamental analysis is combined with valuation techniques to determine relative values of
securities. Although the Investment Adviser may believe a security is attractive from a fundamental
point of view, the Investment Adviser may not believe the spread level is attractive relative to
other credits. As a result, even if the Investment Adviser likes a countrys fundamentals, the
Investment Adviser may not invest in it due to its valuation. Likewise, the Investment Adviser may
believe that a certain countrys fundamentals are less positive but may invest in the country
because the Investment Adviser believes the spread offers significant compensation for the
additional risk.
Using a variety of proprietary models, the Investment Adviser selects and sizes credits based
on perceived relative value opportunities. The Investment Adviser also uses these tools in an
effort to anticipate and manage portfolio risks.
B-2
Types of Securities Used.
Emerging market debt comprises fixed income securities issued
mainly by governments, but also by quasi-sovereigns and corporations, of developing countries. The
Investment Adviser typically expresses its view on a relative-to-benchmark basis, overweighting
those securities the Investment Adviser believes will outperform and underweighting those countries
the Investment Adviser believes will underperform.
The types of financial instruments used in the Fund include Eurobonds, Brady bonds, tradable
bank loans, local bonds, and other securities, which can include their associated derivatives. The
EMD team may invest in liquid, long duration securities and employ active trading strategies that
exploit market inefficiencies and arbitrage opportunities (
e.g.
, between Brady Bonds and global
bonds) that often exist in the EMD market. Given the limited diversification within the EMD sector,
buying longer dated, more liquid, lower dollar price securities may be a preferred strategy. The
Investment Adviser may use derivative instruments such as forwards and futures in the Fund in an
attempt to hedge its currency exposures. However, due to the limited market for these instruments
in emerging countries, a significant portion of the Funds currency exposure in emerging countries
may not be covered by such instruments.
Research.
Being part of GSAMs wider Fixed Income and Currency Team, the EMD team
interacts with the Investment Advisers fixed income and currency analysts and portfolio managers
based in New York, London, and Tokyo. The Fixed Income and Currency Team employs a broad analysis
of the macro-economic environment, credit risk factors, and quantitative relationships and plays a
vital role in aspects of portfolio construction and strategy.
In addition to internal research, the Investment Adviser may utilize external sources in its
analysis and seek information from external consultants and sell-side economists and strategists.
The Investment Advisers EMD team may draw on the resources of Goldman Sachs (
e.g.
, GSAM Emerging
Market Foreign Exchange, Emerging Market Equity and Quantitative Strategy) in the country and
security selection process. The Investment Advisers research analysts also travel to emerging
countries to seek additional insight on the macroeconomic and political developments. The
Investment Advisers research analysts also obtain research publications from broker-dealers,
supranational organizations (e.g., the International Monetary Fund), and academic sources.
Portfolio managers and research analysts have access to external research (
e.g.
, internet
websites, publications). In addition, market information is disseminated through electronic
communications as well as regularly scheduled meetings. The members of the Emerging Market Debt
investment team sit on the trading desk to facilitate efficient and timely flow of market
information.
Based on macroeconomic and political considerations, the Investment Adviser will have a
negative, neutral, or positive recommendation on various emerging countries. In addition to these
recommendations, the Investment Adviser considers which are the most attractive securities within
those countries.
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
B-3
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).
Treasury Inflation-Protected Securities
. The Fund may invest in U.S. Government
securities, called Treasury inflation-protected securities or TIPS, which are fixed income
securities whose principal value is periodically adjusted according to the rate of inflation. The
interest rate on TIPS 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 TIPS is
not guaranteed, and will fluctuate.
The values of TIPS 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 TIPS. 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 TIPS. If inflation is lower than expected during the period the Fund holds TIPS,
the Fund may earn less on the TIPS 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 TIPS 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 TIPS will
accurately measure the real rate of inflation in the prices of goods and services.
Any increase in principal value of TIPS caused by an increase in the consumer price index is
taxable in the year the increase occurs, even though the Fund holding TIPS 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.
If the Fund invests in TIPS, 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
TIPS may require the Fund to distribute to shareholders an amount greater than the total cash
income it actually receives.
B-4
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.
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.
B-5
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 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.
Loan Participations
The 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 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 Fund acts
as co-lender in connection with a participation interest or when the Fund acquires certain
participation interests, the Fund will have direct recourse against the borrower if the borrower
fails to pay scheduled principal and interest. In cases where the Fund lacks direct recourse, it
will look to the agent bank to enforce appropriate credit remedies against the borrower. In these
cases, the Fund may be subject to delays, expenses and risks that are greater than those that would
have been involved if the Fund had purchased a direct obligation (such as commercial paper) of such
borrower. 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 Fund may be
regarded as a creditor of the agent bank (rather than of the underlying corporate borrower), so
that the Fund may also be subject to the risk that the agent bank may become insolvent. The
secondary market, if any, for these loan participations is limited and loan participations
purchased by the Fund will normally be regarded as illiquid.
For purposes of certain investment limitations pertaining to diversification of the Funds
portfolio investments, the issuer of a loan participation will be the underlying borrower.
However, in cases where the
B-6
Fund does not have recourse directly against the borrower, both the borrower and each agent bank
and co-lender interposed between the Fund and the borrower will be deemed issuers of a loan
participation.
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.
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
B-7
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 and rights
have no voting rights, receive no dividends and have no rights with respect to the assets of the
issuer.
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.
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.
Trust Preferreds
The Fund 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.
B-8
High Yield Securities
The Fund 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
., 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 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
B-9
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 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. The Fund may be required to
liquidate other portfolio securities to satisfy annual distribution obligations of the Fund 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 Fund to obtain precise valuations of the high yield securities in its 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 its shares, it may be forced to sell its higher-rated
securities, resulting in a decline in the overall credit quality of the portfolio 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
portfolio 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-10
Bank Obligations
The Fund may invest in obligations issued or guaranteed by U.S. and 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 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.
Foreign Investments
The Fund may invest in securities of foreign issuers and may invest in fixed income securities
quoted or denominated in a currency other than U.S. dollars. 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 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
B-11
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 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
.
The Fund is not limited in the amount of its assets that may
be invested in emerging countries. 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
B-12
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.
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
B-13
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 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
B-14
connection with debt restructurings under a plan introduced by former U.S. Secretary of the
Treasury, Nicholas F. Brady.
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 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.
B-15
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 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.
The Fund may engage in cross-hedging by using forward contracts in one currency to hedge
against fluctuations in the value of securities denominated or quoted in a different currency if
the Investment Adviser determines that there is a pattern of correlation between the two
currencies. 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.
B-16
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. The Fund will not enter into a forward contract with a
term of greater than one year.
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, 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 currency and total return swaps. The Fund may
also enter into interest rate caps, floors and collars and 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 payments
for floating rate payments. Credit swaps involve the receipt of floating or fixed rate payments in
B-17
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 and credit 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 and credit 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 and credit swaps is
normally limited to the net amount of payments that the Fund is contractually obligated to make.
If the other party to an interest rate, total return and credit 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.
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
B-18
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 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, 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 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
B-19
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. Segregated cash or
liquid assets may be quoted or denominated in any currency.
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.
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
B-20
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.
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 also use options on
currency to cross-hedge, 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. 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 an option that the
Fund has written is exercised, the Fund could be required to purchase or sell foreign
B-21
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 the Funds position, the Fund may forfeit the
entire amount of the premium plus related transaction costs. In addition, the Fund may purchase
call options on currency to seek to increase total return.
A currency 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 currency 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.
In addition to using options for the hedging purposes described above, the Fund may 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 it 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
B-22
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 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
B-23
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 in the case of the Fund 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.
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
B-24
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.
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 each 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
B-25
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 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
B-26
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.
Convertible Securities
The Fund may invest in convertible securities. Convertible securities are bonds, debentures,
notes, preferred stocks or other securities that may be converted into or exchanged for a specified
amount of common stock (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
the Fund is called for redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third party. Any of these
actions could have an adverse effect on the Funds ability to achieve its investment objective,
which, in turn, could result in losses to the Fund. To the extent that the Fund holds a
convertible security, or a security that is otherwise converted or
B-27
exchanged for common stock (
e.g.
, as a result of a restructuring), the Fund may, consistent with
its investment objective, hold such common stock in its portfolio.
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 SAI 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 or an affiliate of the Funds custodian bank
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.
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
B-28
repurchase agreements with a notice or demand period of more than seven days, 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.
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, or as otherwise permitted by SEC exemptive orders. 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 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
B-29
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. Additionally, to the extent that the Fund serves as an
underlying Fund to another Goldman Sachs Fund, the Fund intends to comply with the requirements of Section
12(d)(1)G)(i)(IV) of the Act.
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.
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 the 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 a 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 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.
B-30
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.
Non-Diversified Status
Since the Fund is non-diversified under the Act, it is subject only to certain federal tax
diversification requirements. Under federal tax laws, the Fund may, with respect to 50% of its
total assets, invest up to 25% of its total assets in the securities of any issuer. With respect
to the remaining 50% of the Funds total assets, (i) the Fund may not invest more than 5% of its
total assets in the securities of any one issuer, and (ii) the Fund may not acquire more than 10%
of the outstanding voting securities of any one issuer. These tests apply at the end of each
quarter of the taxable year and are subject to certain conditions and limitations under the Code.
These tests do not apply to investments in United States Government Securities and regulated
investment companies.
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
B-31
will make changes in its 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 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 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 the 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)
|
|
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 (excluding
the U.S. Government or its agencies or instrumentalities).
|
|
|
(2)
|
|
Borrow money, except (a) to the extent permitted by applicable law, the Fund
may borrow from banks (as defined in the Act), other affiliated investment companies
and other persons or through reverse repurchase agreements in amounts up to 33-1/3% of
its total assets (including the amount borrowed); (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; and (d) the Fund may
purchase securities on margin to the extent permitted by applicable law.
|
|
|
|
The following interpretation applies to, but is not part of,
this fundamental policy: In determining whether a
particular investment in portfolio instruments or
participation in portfolio transactions is subject to this
borrowing policy, the accounting treatment of such
instrument or participation shall be considered, but shall
not by itself be determinative. Whether a particular
instrument or transaction constitutes a borrowing shall be
determined by the Board, after consideration of all of the
relevant circumstances.
|
|
(3)
|
|
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; (c) loans of securities as
permitted by applicable law; and (d) loans to affiliates of the Fund to the extent
permitted by law;
|
B-32
|
(4)
|
|
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;
|
|
|
(5)
|
|
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)
|
|
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
|
|
|
(7)
|
|
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;
|
|
|
(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, as permitted by the
Funds borrowing policy, exceed 5% of its net assets; or
|
|
|
|
(4)
|
|
Make short sales of securities, except short sales
against-the-box.
|
|
B-33
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 the 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.
|
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Independent Trustees
|
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|
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Term of
|
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|
Number of
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Office and
|
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|
Portfolios in
|
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Position(s)
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|
Length of
|
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Fund Complex
|
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Other
|
Name,
|
|
Held with
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Directorships
|
Address and Age
1
|
|
the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
Ashok N. Bakhru
Age: 65
|
|
Chairman of the
Board of Trustees
|
|
Since 1991
|
|
President, ABN
Associates (July
1994-March 1996 and
November
1998-Present);
Executive Vice
President Finance
and Administration and
Chief Financial
Officer and Director,
Coty Inc.
(manufacturer of
fragrances and
cosmetics) (April
1996-November 1998);
Director of Arkwright
Mutual Insurance
Company (1984-1999);
Trustee of
International House of
Philadelphia (program
center and residential
community for students
and professional
trainees from the
United States and
foreign countries)
(1989-2004); Member of
Cornell University
Council (1992-2004 and
2006-Present); Trustee
of the Walnut Street
Theater (1992-2004 and
2006-Present);
Trustee, Scholarship
America (1998-2005);
Trustee, Institute for
Higher Education
Policy (2003-Present);
Director, Private
Equity Investors-III
and IV (November
1998-Present), and
Equity-Limited
Investors II (April
2002-Present); and
Chairman, Lenders
Service Inc. (provider
of mortgage lending
services) (2000-2003).
|
|
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101
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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: 66
|
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Trustee
|
|
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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101
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None
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Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
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|
B-34
|
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Independent Trustees
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Term of
|
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|
Number of
|
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Office and
|
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|
Portfolios in
|
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|
Position(s)
|
|
Length of
|
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|
Fund Complex
|
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Other
|
Name,
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|
Held with
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Directorships
|
Address and Age
1
|
|
the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
Diana M. Daniels
Age: 58
|
|
Trustee
|
|
Since 2007
|
|
Ms. Daniels is retired
(since January 2007).
Formerly, she was Vice
President, General
Counsel and Secretary,
The Washington Post
Company (1991-2006).
Ms. Daniels is
Chairman of the
Executive Committee,
Cornell University
(2006-Present);
Member, Advisory
Board, Psychology
Without Borders
(international
humanitarian aid
organization) (since
2007), and former
Member of the Legal
Advisory Board, New
York Stock Exchange
(2003-2006) and of
the Corporate Advisory
Board, Standish Mellon
Management Advisors
(2006-2007).
|
|
|
101
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
|
|
|
|
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|
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Patrick T. Harker
Age: 49
|
|
Trustee
|
|
Since 2000
|
|
President, University
of Delaware (July
2007-Present); 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
1997-August 2000).
|
|
|
101
|
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None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
Jessica Palmer
Age: 59
|
|
Trustee
|
|
Since 2007
|
|
Ms. Palmer is retired
(since 2006).
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)
(2004-Present).
|
|
|
101
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Strubel
Age: 68
|
|
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) (1990-1999).
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
101
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|
|
Gildan Activewear Inc. (a
clothing marketing and
manufacturing company);
Cardean Learning Group
(provider of educational
services via the
Internet); Northern Mutual
Fund Complex (58
Portfolios).
|
B-35
|
|
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|
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|
|
|
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
|
|
|
|
Term of Office and
|
|
|
|
Complex
|
|
|
Name,
|
|
Position(s)
|
|
Length of Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
Held with the Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
James A. McNamara*
Age: 45
|
|
President & Trustee
|
|
Since 2007
|
|
Managing Director,
Goldman Sachs
(December
1998-Present);
Director of
Institutional Fund
Sales, GSAM (April
1998-December 2000);
and Senior Vice
President and Manager,
Dreyfus Institutional
Service Corporation
(January 1993 April
1998).
|
|
|
101
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PresidentGoldman
Sachs Mutual Fund
Complex (registered
investment companies)
(November 2007 -
Present); Senior Vice
President Goldman
Sachs Mutual Fund
Complex (May 2007 -
November 2007); Vice
PresidentGoldman
Sachs Mutual Fund
Complex (2001 2007).
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (since
November 2007 and
December 2002 May
2004).
|
|
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|
|
|
|
|
|
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|
|
|
|
|
|
Alan A. Shuch*
Age: 58
|
|
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).
|
|
|
101
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Daniels is retired
(since January 2007).
Formerly, she was Vice
President, General
Counsel and Secretary,
The Washington Post
Company (1991-2006).
Ms. Daniels is
Chairman of the
Executive Committee,
Cornell University
(2006-Present);
Member, Advisory
Board, Psychology
Without Borders
(international
humanitarian aid
organization) (since
2007), and former
Member of the Legal
Advisory Board, New
York Stock Exchange
(2003-2006) and of
the Corporate Advisory
Board, Standish Mellon
Management
Advisors
(2006-2007).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex (registered
investment companies).
|
|
|
|
|
|
|
|
|
|
|
*
|
|
These persons are considered to be Interested Trustees because they hold positions with
Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested
Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM
or an affiliate thereof is the investment adviser, administrator and/or distributor.
|
|
|
|
1
|
|
Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York
Plaza, 37th 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 conclusion of
the first Board meeting held subsequent to the day 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 the date of this SAI, the Trust consists of 89
portfolios (of which 83
offer shares to the public), and Goldman Sachs Variable Insurance Trust consists of 12
portfolios (of which 11 offer shares to the public).
|
|
|
|
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-36
Officers of the Trust
Information pertaining to the officers of the Trust is set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
Officers
of the Trust
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
James A. McNamara
32 Old Slip
New York, NY 10005
Age: 45
|
|
Trustee & President
|
|
Since 2007
|
|
Managing Director, Goldman Sachs (December
1998-Present); Director of Institutional Fund
Sales, GSAM (April 1998-December 2000); and
Senior Vice President and Manager, Dreyfus
Institutional Service Corporation (January 1993
- April 1998).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PresidentGoldman Sachs Mutual Fund Complex
(registered investment companies) (November 2007
- Present); Senior Vice President Goldman
Sachs Mutual Fund Complex (May 2007 November
2007); Vice PresidentGoldman Sachs Mutual Fund
Complex (2001 2007).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman Sachs Mutual Fund Complex
(since November 2007 and December 2002 May
2004).
|
|
|
|
|
|
|
|
John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 43
|
|
Treasurer & Senior
Vice President
|
|
Since 1997
Since 2007
|
|
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.
180 Maiden Lane
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
180 Maiden Lane
New York, NY 10005
Age: 49
|
|
Assistant Treasurer
|
|
Since 2000
|
|
Vice President, Goldman Sachs (July
2000-Present); Associate, Prudential Insurance
Company of America (November 1985-June 2000);
and Assistant Treasurer, certain closed-end
funds administered by Prudential (1999 and
2000).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant Treasurer Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Kenneth G. Curran
180 Maiden Lane
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 1995-October
1998).
|
|
|
|
|
|
|
Assistant Treasurer Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
B-37
|
|
|
|
|
|
|
|
|
|
|
|
Officers
of the Trust
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
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).
|
|
|
|
|
|
|
|
James A. Fitzpatrick
71 South Wacker Drive
Chicago, IL 60606
Age: 47
|
|
Vice President
|
|
Since 1997
|
|
Managing Director, Goldman Sachs (October 1999-
Present); and Vice President of GSAM (April
1997-December 1999).
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Jesse Cole
71 South Wacker Drive
Chicago, IL 60606
Age: 44
|
|
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 1996-June 1998).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Kerry K. Daniels
71 South Wacker Drive
Chicago, IL 60606
Age: 45
|
|
Vice President
|
|
Since 2000
|
|
Manager, Financial Control Shareholder
Services, Goldman Sachs (1986-Present).
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Scott Coleman
32 Old Slip
New York, NY 10005
Age: 47
|
|
Vice President
|
|
Since 2007
|
|
Managing Director, Goldman Sachs (2004Present);
and Vice President, Goldman Sachs (20012004).
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Mark Hancock
71 South Wacker Drive
Chicago, IL 60606
Age: 39
|
|
Vice President
|
|
Since 2007
|
|
Managing Director, Goldman Sachs (November 2005
- Present); Vice President, Goldman Sachs
(August 2000 November 2005); Senior Vice
President Dreyfus Service Corp 1999 2000;
and Vice President Dreyfus Service Corp
1996-1999.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Jeffrey D. Matthes
180 Maiden Lane
New York, NY 10005
Age: 38
|
|
Vice President
|
|
Since 2007
|
|
Vice President,
Goldman Sachs
(December
2004-Present); and
Associate, Goldman
Sachs (December
2002-December
2004).
|
|
|
|
|
|
|
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Carlos W. Samuels
180 Maiden Lane
New York, NY 10005
Age: 33
|
|
Vice President
|
|
Since 2007
|
|
Vice President,
Goldman Sachs
(December
2007-Present);
Associate, Goldman
Sachs (December
2005-December 2007);
Analyst, Goldman
Sachs (January
2004-December
2005); and Senior
Associate,
PricewaterhouseCoopers LLP (January
2001-January 2004).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
B-38
|
|
|
|
|
|
|
|
|
|
|
|
Officers
of the Trust
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
Peter V. Bonanno
One New York Plaza
New York, NY 10004
Age: 40
|
|
Secretary
|
|
Since 2003
|
|
Managing Director, Goldman Sachs (December 2006
- Present); Associate General Counsel, Goldman
Sachs (2002-Present); Vice President, Goldman
Sachs (1999 2006) and General
Counsel, Goldman Sachs (1999-2002).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary Goldman Sachs Mutual Fund Complex
(registered investment companies) (2006 -
Present); Assistant Secretary Goldman Sachs
Mutual Fund Complex (2003-2006).
|
|
|
|
|
|
|
|
Dave Fishman
32 Old Slip
New York, NY 10005
Age: 43
|
|
Assistant Secretary
|
|
Since 2001
|
|
Managing Director, Goldman Sachs (December
2001-Present); and Vice President, Goldman Sachs
(1997-December 2001).
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Danny Burke
32 Old Slip
New York, NY 10005
Age: 45
|
|
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: 38
|
|
Assistant Secretary
|
|
Since 1997
|
|
Managing Director, Goldman Sachs (December 2002
- Present); Vice President, Goldman Sachs
(1997-December 2002) and Fund Manager, GSAM
(April 1996-Present).
|
|
|
|
|
|
|
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
George Djurasovic
One New York Plaza
New York, NY 10004
Age: 36
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (2005 Present);
Associate General Counsel, Goldman Sachs (2006 -
Present); Assistant General Counsel, Goldman
Sachs (2005 2006); Senior Counsel, TIAA CREF
(2004 2005); Counsel, TIAA CREF (2000 -
2004).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Patricia Meyer
One New York Plaza
New York, NY 10004
Age: 33
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (September 2006 -
Present); Assistant General Counsel, Goldman
Sachs (September 2006 Present); Associate,
Simpson Thacher & Bartlett LLP (2000 2006).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
B-39
|
|
|
|
|
|
|
|
|
|
|
|
Officers
of the Trust
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
Mark T. Robertson
One New York Plaza
New York, NY 10004
Age: 31
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (April 2007 -
Present); Assistant General Counsel, Goldman
Sachs (April 2007 Present); Associate, Fried,
Frank, Harris, Shriver & Jacobson LLP (2004 -
2007); Solicitor, Corrs Chambers Westgarth (2002
- 2003).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
|
|
|
Deborah Farrell
One New York Plaza
New York, NY 10004
Age: 36
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (2005 Present);
Associate, Goldman Sachs (2001 2005); Analyst,
Goldman Sachs (1994 2005).
|
|
|
|
|
|
|
Assistant Secretary Goldman Sachs Mutual Fund
Complex (registered investment companies).
|
|
|
|
|
1
|
|
Officers hold office at the pleasure of the Board of Trustees or until their successors are
duly elected and qualified. Each officer holds comparable positions with certain other
companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser,
administrator and/or distributor.
|
|
Standing Board Committees
The Board of Trustees has established 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 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 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.
B-40
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. Messrs. McNamara and Shuch 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 Prospectuses. Messrs. McNamara and 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 series of the Trust (not including the Fund included in this SAI).
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 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
Fund and other portfolios of the Trust and Goldman Sachs Variable
Insurance Trust as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of
|
|
|
|
|
|
|
Equity Securities in All
|
|
|
|
|
|
|
Portfolios in Fund
|
|
|
Dollar Range of
|
|
Complex Overseen By
|
Name of Trustee
|
|
Equity Securities in the Fund
1
|
|
Trustee
2
|
Ashok N. Bakhru
|
|
None
|
|
Over $100,000
|
John P. Coblentz, Jr.
|
|
None
|
|
Over $100,000
|
Diana M. Daniels
3
|
|
None
|
|
None
|
Patrick T. Harker
|
|
None
|
|
Over $100,000
|
James A. McNamara
3
|
|
None
|
|
Over $100,000
|
Jessica Palmer
3
|
|
None
|
|
None
|
Alan A. Shuch
|
|
None
|
|
Over $100,000
|
Richard P. Strubel
|
|
None
|
|
Over $100,000
|
|
|
|
1
|
|
The Fund was not in operation as of December 31, 2006.
|
|
|
2
|
|
As of December 31, 2006, the Trust consisted of 65 portfolios (not including the Fund
described in this SAI), and Goldman Sachs Variable Insurance Trust consisted
of 12 portfolios.
|
|
|
|
3
|
|
Ms. Daniels, Mr. McNamara and Ms. Palmer were not Trustees of the Trust in December 2006.
|
|
B-41
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.
The following tables set forth certain information with respect to the compensation of each
Trustee of the Trust for the fiscal year ended March 31, 2007:
Trustee Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension or Retirement
|
|
|
|
|
Aggregate
|
|
Benefits Accrued as
|
|
|
|
|
Compensation
|
|
Part of the Trusts
|
|
Total Compensation
|
Name of Trustee
|
|
from the Fund*
|
|
Expenses
|
|
From Fund Complex**
|
Ashok N. Bakhru
1
|
|
$
|
0
|
|
|
$
|
|
|
|
$
|
186,400
|
|
John P. Coblentz
|
|
|
0
|
|
|
|
|
|
|
|
125,500
|
|
Diana M. Daniels
2
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Patrick T. Harker
|
|
|
0
|
|
|
|
|
|
|
|
117,500
|
|
James A. McNamara
3
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica
Palmer
2
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Alan A. Shuch
3
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Strubel
|
|
|
0
|
|
|
|
|
|
|
|
125,500
|
|
|
|
|
*
|
|
The Fund was not in operation as of March 31, 2007.
|
|
|
**
|
|
Represents fees paid to each Trustee during the fiscal year ended March 31, 2007 from the Fund
Complex. The Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of
March 31, 2007, the Trust consisted of 72 portfolios, and Goldman Sachs Variable Insurance Trust
consisted of 12 portfolios.
|
|
|
1
|
|
Includes compensation as Board Chairman.
|
|
2
|
|
Ms. Daniels and Ms. Palmer were elected to the Board of Trustees on August 3, 2007 and
were not compensated during the fiscal year ended March 31, 2007.
|
|
|
3
|
|
Messrs. McNamara and Shuch are Interested Trustees, and as such, receive no
compensation from the Fund or the Fund Complex. Mr. McNamara was
appointed to the Board of Trustees on November 8, 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 Adviser 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.
B-42
MANAGEMENT SERVICES
Investment Adviser
As stated in the Funds Prospectuses, GSAM, 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. See Service Providers in the
Funds Prospectuses for a description of the 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 its name for as long as the 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.
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 the Funds investments.
In addition to fixed income research and credit research, the Investment Adviser, in managing
the 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
B-43
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 Funds portfolio 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 the Fund given its investment objective 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 is not impaired
thereby. The Management Agreement was most recently 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 December 13, 2007. A discussion regarding the Trustees basis for approving the Management
Agreement for the Fund will be available in the Funds annual report dated March 31, 2008. The
Management Agreement will remain in effect until June 30, 2008 and will continue in effect with
respect to the Fund 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 the Fund or
a majority of the Trustees of the Trust, and (ii) the vote of a majority of the non-interested
Trustees of the Trust cast in person at a meeting called for the purpose of voting on such
approval.
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 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 rates of 0.90% of the Funds first $2 billion of average daily net
assets and 0.81% of average daily net assets over $2 billion.
In addition to providing advisory services under the Management Agreement, the Investment
Adviser also performs administrative services for the Fund. 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
B-44
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-45
Portfolio Managers Other Accounts Managed by the Portfolio Managers
The following table discloses 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
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Registered
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Investment
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Other Pooled
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Other
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Investment
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Other Pooled
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Other
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Companies
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Investment Vehicles
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Accounts
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Companies
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Investment Vehicles
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Accounts
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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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Name of
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of
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Assets
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of
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Assets
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of
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Assets
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of
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Assets
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of
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Assets
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Number
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Assets
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Portfolio Manager
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Accounts
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Managed
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Accounts
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Managed
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Accounts
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Managed
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Accounts
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Managed
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Accounts
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Managed
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of Accounts
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Managed
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Local Emerging
Markets Debt Fund
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Global Fixed
Income-Investment
Management Team
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James B. Clark
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16
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$9.5 bil.
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28
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$12.9 bil.
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252
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$63.7 bil.
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13
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$6.7 bil.
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9
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$3.1 bil.
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Samuel Finkelstein
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10
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$7.4 bil.
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27
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$16.3 bil.
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79
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$35.2 bil.
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6
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$4.5 bil.
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18
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$7.5 bil.
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Ricardo Penfold
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10
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$7.4 bil.
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27
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$16.3 bil.
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79
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$35.2 bil.
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6
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$4.5 bil.
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18
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$7.5 bil.
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Owi Ruivivar, Ph.D
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10
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$7.4 bil.
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27
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$16.3 bil.
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79
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$35.2 bil.
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6
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$4.5 bil.
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18
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$7.5 bil.
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*
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The information is as of August 31, 2007.
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B-46
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.
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; (2) whether the team managed portfolios within a defined range around a
targeted tracking error; (3) whether the team performed consistently with objectives and client
commitments; (4) whether the team achieved top tier rankings and ratings (a consideration secondary
to the above); and (5) whether the team managed all similarly mandated accounts in a consistent
manner.
The benchmark for measuring performance of the Fund is the JP Morgan Government Bond
Index-Emerging Markets Global Diversified 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.
B-47
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 of the Fund
The Fund was not in operation prior to the date of this SAI. Consequently,
the Portfolio Managers owned no securities issued by the Fund.
Distributor and Transfer Agent
Goldman Sachs, 85 Broad Street, New York, New York 10004 serves as the exclusive distributor
of shares of the Fund 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 the Fund shares.
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 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 Shares and 0.13% 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).
The foregoing 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 Fund are
not impaired thereby. Each agreement also provides 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
B-48
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,
SAIs, 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 SAI, 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 extraordinary expenses) to 0.074% 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 in the future at its discretion.
Custodian and Sub-Custodians
State Street, 225 Franklin Street, Boston, Massachusetts 02110 is the custodian of the Fund
and 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,
B-49
PriceWaterhouseCoopers LLP will prepare the Funds federal and state tax returns, and provides
assistance on certain non-audit matters.
POTENTIAL CONFLICTS OF INTEREST
Summary
The Goldman Sachs Group, Inc. 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 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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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 the Investment Adviser may raise potential conflicts because of financial or other interests
of Goldman Sachs or its personnel, the Investment Adviser will allocate investment opportunities and make purchase
and sale decisions in its sole discretion in a manner that the Investment Adviser considers to be reasonable and
consistent with its fiduciary obligation to the Fund and the other funds and accounts.
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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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B-50
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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 Investment Adviser,
or effect transactions on behalf of the Fund or other accounts managed by the Investment Adviser,
based on 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 be prevented by internal
policies or by the terms of the ethical wall that separates Goldman Sachs from the Investment Adviser from
sharing 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 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 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
under its fiduciary duties to the Fund 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 also 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.
|
B-51
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 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 obligation 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-52
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 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.
B-53
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 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 they
consider, 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
B-54
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.
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 themselves 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. Each of the Fund and the PWM Separate Account Clients is 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.
B-55
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 generally available to the public. There will be no
obligation on the part of such persons to make available for use by the Fund 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 program.
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
B-56
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. 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, 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.
B-57
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.
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
B-58
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 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 the
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
B-59
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.
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 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 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 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 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 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
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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 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 they make 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 SAI 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 their 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 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 Fund may purchase securities or instruments that are issued by
such companies or are the subject of an underwriting,
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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.
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 the 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 the
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 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 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 specific 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 the Investment Adviser receiving such brokerage
and research services.
Such services are used by the 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
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management services for the Trust. The Investment Adviser may also participate in so-called
commission sharing arrangements and client commission arrangements under which the Investment
Adviser may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the
commissions or commission credits to another firm that provides research to the Investment Adviser. The Investment
Adviser excludes from use under these arrangements those products and services that are not fully eligible under
applicable law and regulatory interpretations- even as to the portion that would be eligible if accounted for separately.
The research services received as part of commission sharing
and client commission arrangements will comply with Section 28(e) and may be subject to different legal requirements in
the jurisdictions in which the Investment Adviser does business. Participating in commission sharing and client commission
arrangements may enable the Investment Adviser to consolidate payments for research through one or more channels using
accumulated client commissions or credits from transactions executed through a particular broker-dealer to obtain
research provided by other firms. Such arrangements also help to ensure the continued receipt of research services
while facilitating best execution in the trading process. The Investment Adviser believes such research services are
useful in its investment decision-making process by, among other things, ensuring access to a variety of high quality
research, access to individual analysts and availability of resources that the Investment Adviser might not be provided
access to absent such arrangements.
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.
The Fund may participate in a commission recapture program. Under the program, participating
broker-dealers rebate a percentage of commissions earned on the Fund portfolio transactions to the
Fund. The rebated commissions are expected to be treated as realized capital gains of the Fund.
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.
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
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SAI, the Trustees have authorized the
issuance of three classes of shares of the Fund: Institutional Shares, Class A Shares and Class C
Shares. Additional series and classes may be added in the future.
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 the
Distribution and Service Plans are borne exclusively by Class A or Class C Shares, and transfer
agency fees are borne at different rates by Class A or Class C Shares than Institutional Shares.
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 Prospectuses 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.
Class A Shares are sold, with an initial sales charge, through brokers and dealers who are
members of the Financial Industry Regulatory Authority (FINRA) 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 FINRA.
Class C Shares of the Fund are sold subject to a contingent deferred sales charge (CDSC)
through brokers and dealers who are members of FINRA 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
off the same against declared but unpaid dividends or by reducing share ownership (or by both
means). In the event of liquidation
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of the Fund, shareholders of that 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.
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.
B -65
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 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
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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 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
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contracts will be valued by the
custodian bank at the last sale price on the exchange where such 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 value is 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. 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 the 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.
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 SAI, which are subject to change.
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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 its 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 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 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, that 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 undistributed
amount; and (ii) will be entitled to credit their proportionate shares of the tax paid by that Fund
against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the
B -69
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, its net
tax exempt interest (if any) may be subject to the alternative minimum tax, 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.
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 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 they 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 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
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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 the 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, the 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. An ineligible fund and, if it does not make the election, Fund will,
however, be entitled to deduct such taxes in computing the amounts they are required to distribute.
If the 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 qualified foreign taxes paid by the Fund, although such shareholders will be required to
include their shares of such taxes in gross income if the Fund makes the election referred to
above.
If a shareholder chooses to take a credit for the foreign taxes deemed paid by such
shareholder as a result of any such election by the Fund, the amount of the credit that may be
claimed in any year may not exceed the same proportion of the U.S. tax against which such credit is
taken which the shareholders taxable income from foreign sources (but not in excess of the
shareholders entire taxable income) bears to his or her entire taxable income. For this purpose,
distributions from long-term and short-term capital gains or foreign currency gains by these will
generally not be treated as income from foreign sources. This foreign tax credit limitation may
also be applied separately to certain specific categories of foreign-source income and the related
foreign taxes. As a result of these rules, which have different effects depending upon each
shareholders particular tax situation, certain shareholders of the Fund may not be able to claim a
credit for the full amount of their proportionate shares of the foreign taxes paid by the Fund.
Shareholders who are not liable for U.S. federal income taxes, including tax exempt
shareholders, will ordinarily not benefit from this election. Each year, if any, that the Fund
files the election described above, its shareholders will be notified of the amount of (i) each
shareholders pro rata share of qualified foreign income taxes paid by the Fund; and (ii) the
portion of Fund dividends which represents income from each foreign country.
If the Fund acquires stock (including, under proposed regulations, an option to acquire stock
such as is inherent in a convertible bond) in certain foreign corporations (passive foreign
investment companies) that receive at least 75% of their annual gross income from passive sources
(such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their
assets in investments producing such passive income,
B -71
the 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 such stock in such companies, even if all income or gain actually received by the
Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its
shareholders any credit or deduction for such a tax. Certain elections may, if available,
ameliorate these adverse tax consequences, but any such election would require the Fund to
recognize taxable income or gain without the concurrent receipt of cash. The Fund may limit and/or
manage its holdings in passive foreign investment companies to minimize its tax liability or
maximize their return from these investments.
The Funds investment in zero coupon securities, deferred interest securities, capital
appreciation bonds or other securities bearing original issue discount or, if the Fund elects to
include market discount in income currently, market discount, as well as any mark-to-market gain
from certain options, futures or forward contracts, as described above, will generally cause it to
realize income or gain prior to 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, maintain its
qualification as a regulated investment company and avoid federal income or excise taxes, the Fund
may be required to liquidate portfolio securities earlier than it might otherwise have done.
Investment in lower-rated securities may present special tax issues for the 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 the 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 payment
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 be
addressed by the Fund, if it invests in such securities, in order to seek to eliminate or minimize
any adverse tax consequences.
The federal income tax rules applicable to interest rate, currency and total return swaps,
options on swaps, floors, caps and collars are unclear in certain respects, and the Fund may also
be required to account for these instruments under tax rules in a manner that, under certain
circumstances, may limit its transactions in these instruments.
Taxable U.S. Shareholders Distributions
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 Fund from U.S. and certain
foreign corporations may 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. It is
not expected that the Funds distributions will qualify for this
treatment because the Fund will be earning interest income rather
than dividend income. Taxable distributions include distributions
from the Fund, 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 interest rate, currency, total return swaps, options on swaps, caps, floors and
collars; 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 the
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 the Fund have been held.
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It is expected that distributions made by the Fund will ordinarily not qualify for the
dividends-received deduction for corporations because qualifying distributions may be made only
from the Funds dividend income that it receives from stock in U.S. domestic corporations. The
Fund does not intend to purchase stock of domestic corporations other than in limited instances,
distributions from which may in rare cases qualify as dividends for this purpose. 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 the 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. Receipt of certain distributions qualifying for the deduction may result in reduction of
the tax basis of the corporate shareholders shares and may give rise to or increase its liability
for federal corporate alternative minimum tax.
Distributions in excess of the 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, the Fund will inform shareholders of the federal income
tax status of its dividends and distributions for such year, including the portion of such
dividends, if any, that qualifies as tax exempt or as capital gain, the portion, if any, that
should be treated as a tax preference item for purposes of the federal alternative minimum tax and
the foreign tax credits, if any, associated with such dividends.
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
The 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 Fund that they are not subject to
withholding, non-exempt shareholders who fail to furnish the Fund with their correct taxpayer
identification number (TIN) and with certain required certifications or if the IRS or a broker
notifies the Fund 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. The
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
B -73
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 the Fund will
generally be exempt from U.S. federal income tax on Fund distributions attributable to net capital
gains. Tax may apply to such
capital gain distributions, however, if the recipients investment in the 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 the Fund.
State and Local Taxes
The Fund may be subject to state or local taxes in certain jurisdictions in which the Fund may
be deemed to be doing business. A state income (and possibly local income and/or intangible
property) tax exemption is generally available to the extent (if any) the Funds distributions are
derived from interest on (or, in the case of intangible property taxes, the value of its assets is
attributable to) certain U.S. Government obligations. In addition, in those states or localities
which have income tax laws, the treatment of the Fund and its shareholders under such laws may
differ from their treatment under federal income tax laws, and investment in the Fund may have tax
consequences for shareholders different from those of a direct investment in the Funds portfolio
securities. Shareholders should consult their own tax advisers concerning these matters.
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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 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.
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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 its shareholders. The
Additional Payments are in addition to the distribution and service fees paid by the Fund described
in the Funds Prospectuses and this
SAI, 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 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 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 104 Intermediaries.
During the fiscal year ended March 31, 2007, the Investment Adviser, distributor and their
affiliates paid to Intermediaries approximately $52.7 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 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
B -76
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 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. The 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. KPMG LLP, an
investor in certain funds of the Trust, may
receive certain non-public holdings information on an ongoing basis in order to facilitate
compliance with the auditor independence requirements to which it is subject. In addition, the
Fund may provide non-public portfolio holdings information to Standard & Poors Rating Services to
allow it to be rated by it, and certain equity funds provide non-public portfolio holdings
B -77
information to FactSet, a provider of global financial and economic information. 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 its 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
currently intends to publish complete portfolio holdings on their website as of the end of each
fiscal quarter, subject to a thirty calendar day lag, and to post selected holdings information
monthly on a ten calendar day lag. The Financial Square Prime Obligations Fund, Financial Square
Money Market Fund, Institutional Liquid Assets Prime Obligations Portfolio and Institutional Liquid
Assets Money Market Portfolio publish their holdings as of the end of each month subject to a
thirty calendar day lag between the date of the information and the date on which the information
is disclosed. The other Financial Square and Institutional Liquid Assets money market funds
publish their holdings as of the end of each calendar quarter subject to a thirty calendar day lag
between the date of the information and the date on which the information is disclosed. The Fund
may publish on the website complete portfolio holdings information more frequently if it has a
legitimate business purpose for doing so.
Under the policy, Fund Representatives will initially supply the Board of the Trustees with a
list of third parties who receive portfolio holdings information pursuant to any ongoing
arrangement. In addition, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were permitted during the
preceding quarter. In addition, the Board of Trustees is to approve at its meetings a list of Fund
Representatives who are authorized to disclose portfolio holdings information under the policy. As
of the date of this SAI, 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 each respective
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
B -78
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 SAI 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 SAI pursuant to the rules and regulations of the SEC.
The Registration Statement including the exhibits filed therewith may be examined at the office of
the SEC in Washington, D.C.
Statements contained in the Prospectuses or in this SAI 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 SAI form a part, each
such statement being qualified in all respects by such reference.
Line of
Credit
The Fund will participate in a $450,000,000 committed,
unsecured revolving line of credit facility together with other registered investment companies having management or
investment advisory agreements with GSAM or its affiliates. Under the most restrictive arrangement, the Fund must
own securities having a market value in excess of 300% of the Funds total bank borrowings. This facility is to be
used for temporary emergency purposes or to allow for an orderly liquidation of securities to meet redemption requests.
The interest rate on borrowings is based on the federal funds rate. The facility also requires a fee to be paid by the
Fund based on the amount of the commitment that has not been utilized. During the fiscal year ended March 31, 2007, the
Fund was not in operation and therefore did not have any borrowings under the facility.
B -79
FINANCIAL STATEMENTS
Copies of the Funds Annual Reports (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 the Funds Prospectus. The
Annual Report for the fiscal period ending March 31, 2008 will become available in May 2008.
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.
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 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, his parents 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
B-80
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, 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 SAI.
B-81
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 or they may elect to receive them in cash or shares of the
same class of other mutual funds sponsored by Goldman Sachs (the Goldman Sachs Funds) or ILA
Service Shares of the Prime Obligations Fund or the Tax Exempt Diversified Fund, if they hold Class
A Shares of the Fund, or ILA Class C Shares of the Prime Obligations Fund, if they hold Class C
Shares of the Fund (the ILA Funds).
The Fund shareholder should obtain and read the prospectus relating to the other Goldman Sachs
Fund or ILA Fund and its shares and consider its investment objective, policies and applicable fees
before electing cross-reinvestment into that Goldman Sachs Fund. The election to cross-reinvest
dividends and capital gain distributions will not affect the tax treatment of such dividends and
distributions, which will be treated as received by the shareholder and then used to purchase
shares of the acquired fund. Such reinvestment of dividends and distributions in shares of other
Goldman Sachs Funds or ILA Funds is available only in states where such reinvestment may legally be
made.
Automatic Exchange Program
The 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. The 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 Prospectus, 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 same Fund at their relative net asset value without a
sales charge in recognition of the reduced payment to the Authorized Dealer.
B-82
Exchanges from Collective Investment Trusts to Funds
The Investment Adviser manages a number of collective
investment trusts that hold assets of 401(k) plans and other retirement plans (each, a Collective Investment Trust).
An investor in a Collective Investment Trust (or an Intermediary acting on behalf of the investor) may elect to exchange
some or all of the interests it holds in a Collective Investment Trust for shares of one or more of the Goldman Sachs
Funds. Generally speaking, Rule 22c-1 of the Act requires a purchase order for shares of a Goldman Sachs Fund to be
priced based on the current NAV of the Goldman Sachs Fund that is next calculated after receipt of the purchase order.
A Goldman Sachs Fund will treat a purchase order component of an exchange from an investor in a Collective Investment
Trust as being received in good order at the time it is communicated to an Intermediary or the Transfer Agent, if the
amount of shares to be purchased is expressed as a percentage of the value of the investors interest in a designated
Collective Investment Trust that it is contemporaneously redeeming (e.g., if the investor communicates a desire to exchange
100% of its interest in a Collective Investment Trust for shares of a Goldman Sachs Fund). The investor's purchase price
and the number of Goldman Sachs Fund shares it will acquire will therefore be calculated as of the pricing of the Collective
Investment Trust on the day of the purchase order. Such an order will be deemed to be irrevocable as of the time the
Goldman Sachs Fund's NAV is next calculated after receipt of the purchase order. An investor should obtain and read the
prospectus relating to any Goldman Sachs Fund and its shares and consider its investment objective, policies and applicable
fees and expenses before electing an exchange into that Goldman Sachs Fund. For federal income tax purposes, an exchange
of interests in a Collective Investment Trust for shares of a Goldman Sachs Fund may be subject to tax, and you should
consult your tax adviser concerning the tax consequences of an exchange.
Systematic Withdrawal Plan
A systematic withdrawal plan (the Systematic Withdrawal Plan) is available to shareholders
of the 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.
B-83
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 A
and Class C Shares redeemed under a Systematic Withdrawal Plan may be waived. See Shareholder
Guide in the Prospectus. 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.
Offering Price of Class A Shares
Class A Shares of the Fund are sold at a maximum sales charge of 4.5%. Using the initial net
asset value per share, the maximum offering price of the Funds Class A shares would be as follows:
|
|
|
|
|
Net Asset
|
|
Maximum
|
|
Offering Price
|
Value
|
|
Sales Charge
|
|
to Public
|
$10.00
|
|
4.5%
|
|
$10.47
|
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 the Funds Prospectus due to rounding in
the calculations. For example, the sales load disclosed above and in the Funds Prospectuses is
only shown to one decimal place (
e.g.
, 4.5%). 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 (4.53%) or somewhat lesser (4.48%) than that
listed above or in the Prospectus. Contact your financial advisor for further information.
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 on December 13, 2007 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.
B-84
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 receive 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 Class C Shares. With respect to Class A Shares, the
Distributor at its discretion may use compensation for distribution services paid under the Plan
for personal and account maintenance services and expenses so long as such total compensation under
the Plan does not exceed the maximum cap on service fees imposed by FINRA.
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 as to the Fund without payment of any penalty by a
vote of a majority of the non-interested Trustees of the Trust or by vote of a majority of the
Class A or Class C Shares, respectively, of the Fund and affected share class. If a Plan were
terminated by the Trustees of the Trust and no successor plan were 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.
B-85
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 higher rating categories.
A-3 Obligor has adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.
B An obligation is regarded as having significant speculative characteristics. The
obligor currently has the capacity to meet its financial commitment on the obligation; however, it
faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation. Ratings of B1, B-2 and B-3 may be assigned to
indicate finer distinction within the B category.
C Obligations are currently vulnerable to nonpayment and are dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on
the obligation.
D Obligations are in payment default. This 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 grace period. The D
rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & 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
1-A
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 designations to indicate the relative repayment ability of rated
issuers:
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 obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the
Prime rating categories.
Fitch, Inc. / Fitch Ratings Ltd. (Fitch) short-term ratings scale applies to foreign
currency and local currency ratings. 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.
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.
2-A
C Securities possess high default risk. Default is a real possibility. This designation
indicates a capacity for meeting financial commitments which is solely reliant upon a sustained,
favorable business and economic environment.
D 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 associated issuer or
issue.
WD This designation indicates that the rating has been withdrawn and is no longer
maintained by Fitch.
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 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 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 are negatively impacted by a weaker industry. Ratings in this category would be
more vulnerable to adverse changes in financial and economic conditions.
3-A
R-2 (low) Short-term debt rated R-2 (low) is considered to be at the lower end of
adequate credit quality, typically having some combination of challenges that are not acceptable
for an R-2 (middle) credit. However, R-2 (low) ratings still display a level of credit
strength that allows for a higher rating than the R-3 category, with this distinction often
reflecting the issuers liquidity profile.
R-3 Short-term debt rated R-3 is considered to be at the lowest end of adequate credit
quality, one step up from being speculative. While not yet defined as speculative, the R-3
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 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-4 Short-term debt rated R-4 is speculative. R-4 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-4 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.
R-5 Short-tern debt rated R-5 is highly speculative. There is a reasonably high level of
uncertainty as to the ability of the entity to repay the obligations on a continuing basis in the
future, especially in periods of economic recession or industry adversity. In some cases, short
term debt rated R-5 may have challenges that if not corrected, could lead to default.
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:
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 to a 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.
4-A
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 A subordinated debt or preferred stock obligation rated C is currently highly
vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy
petition has been filed or similar action taken, but payments on this obligation are being
continued. A C also will be assigned to a preferred stock issue in arrears on dividends or
sinking fund payments, but that is currently paying.
D An obligation rated D is in payment default. The D rating category is used when
payments on an obligation are not made on the date due even if the applicable grace period has not
expired, unless Standard & Poors believes that such payments will be made during such grace
period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of
a similar action if payments on an obligation are jeopardized.
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.
NR This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poors does not rate a particular
obligation as a matter of policy.
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & 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
5-A
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.
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 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.
6-A
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 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 of good credit quality. BBB ratings indicate that there
is 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.
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 publicly rate the associated issue or issuer.
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
7-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.
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 have
features which, if not remedied, may lead to default. In practice, there is little difference
between these three 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.
8-A
Municipal Note Ratings
A Standard & Poors U.S. municipal 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.
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
9-A
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.
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 issue credit rating is a current opinion of the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial obligations, or a
specific financial program (including ratings on medium-term note programs and commercial paper
programs). It takes into consideration the creditworthiness of guarantors, insurers, or other
forms of credit enhancement on the obligation and takes into account the currency in which the
obligation is denominated. The issue credit rating is not a recommendation to purchase, sell, or
hold a financial obligation, inasmuch as it does not comment as to market price or suitability for
a particular investor.
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.
Fitchs credit ratings provide an opinion on the relative ability of an entity to meet 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 supranational
and sub-national), financial,
10-A
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
1. Auditors
Auditor Ratification
Vote FOR proposals to ratify auditors, unless any of the following apply:
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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 (Other fees) are excessive.
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2. 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 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 of directors, (except from 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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1-B
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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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The board failed to act on takeover offers where the majority of the shareholders
tendered their shares; 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 (GICS
group) under the criteria discussed in the section Performance Test for Directors.
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WITHHOLD from Inside Directors and Affiliated Outside Directors (per the Classification of
Directors below) 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 (see discussion under Auditor
Ratification);
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A material weakness identified in the Section 404 Sarbanes-Oxley Act 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 the chief executives pay and company
performance (see discussion under Equity Compensation Plans);
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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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2-B
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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 (see Options Backdating policy);
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The company has poor compensation practices (see Poor Pay Practices policy). 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 an independent director fill the position of
chair, 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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Has a 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.) At a
minimum these should include:
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Presiding at all meetings of the board at which the chairman is
not present, including executive sessions of the independent directors,
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Serving as liaison between the chairman and the independent directors,
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Approving information sent to the board,
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Approving meeting agendas for the board,
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Approves meetings schedules to assure that there is sufficient
time for discussion of all agenda items,
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Having the authority to call meetings of the independent
directors,
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If requested by major shareholders, ensuring that he is
available for consultation and direct communication;
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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 does not under-perform its peers*.
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* Starting in 2007, the industry peer group used for this evaluation will change from the 4-digit
GICS group to the average of the 12 companies in the same 6-digit GICS group that are closest in
revenue to the company, and identified on the executive compensation page of proxy analyses. To
fail, the company must under-perform its index and industry group on all 4 measures (1 and 3 year
performance, industry peers, and
index).
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
3-B
strongly encouraged to also adopt a post-election policy (also know as a director resignation
policy) that will provide guidelines so that the company will promptly address the situation of a
holdover director.
3. 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.
4. 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 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% trigger, flip-in or flip-over;
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A term of no more than three years;
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4-B
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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.
5. Mergers and Corporate Restructurings
For mergers and acquisitions, review and evaluate the merits and drawbacks of the proposed
transaction, balancing various and sometimes countervailing factors including:
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Valuation
Is the value to be received by the target shareholders (or paid by the
acquirer) reasonable? While the fairness opinion may provide an initial starting point
for assessing valuation reasonableness, emphasis is placed on the offer premium, market
reaction and strategic rationale.
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Market reaction
How has the market responded to the proposed deal? A negative
market reaction should cause closer scrutiny of a deal.
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Strategic rationale
Does the deal make sense strategically? From where is the
value derived? Cost and revenue synergies should not be overly aggressive or
optimistic, but reasonably achievable. Management should also have a favorable track
record of successful integration of historical acquisitions.
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Negotiations and process
Were the terms of the transaction negotiated at
arms-length? Was the process fair and equitable? A fair process helps to ensure the
best price for shareholders. Significant negotiation wins can also signify the deal
makers competency. The comprehensiveness of the sales process (e.g., full auction,
partial auction, no auction) can also affect shareholder value.
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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. Consider
whether these interests may have influenced these directors and officers to support or
recommend the merger. The CIC figure presented in the ISS Transaction Summary
section of this report is an aggregate figure that can in certain cases be a misleading
indicator of the true value transfer from shareholders to insiders. Where such figure
appears to be excessive, analyze the underlying assumptions to determine whether a
potential conflict exists.
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Governance
Will the combined company have a better or worse governance profile
than the current governance profiles of the respective parties to the transaction? If
the governance profile is to change for the worse, the burden is on the company to
prove that other issues (such as valuation) outweigh any deterioration in governance.
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5-B
6. 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 re-incorporation when the economic factors
outweigh any neutral or negative governance changes.
7. 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 de- listed or if a companys
ability to continue to operate as a going concern is uncertain.
In addition, for capital requests that are less than or equal to 300 percent of the current
authorized shares and marginally fail the calculated allowable cap (i.e., exceed the allowable cap
by no more than 5 percent) vote on a CASE-BY-CASE basis, In this situation, 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
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 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 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.
8. Executive and Director Compensation
Poor Pay Practices
WITHHOLD from compensation committee members, CEO, and potentially the entire board, if the company
has poor compensation practices, such as:
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Egregious employment contracts (e.g., those containing multi-year guarantees for
bonuses and grants);
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Excessive perks that dominate compensation (e.g., tax gross-ups for personal use of
corporate aircraft);
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Huge bonus payouts without justifiable performance linkage or proper disclosure;
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6-B
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Performance metrics that are changed (e.g., canceled or replaced during the
performance period without adequate explanation of the action and the link to
performance);
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Egregious pension/SERP (supplemental executive retirement plan) payouts (e.g., the
inclusion of additional years of service not worked or inclusion of performance-based
equity awards in the pension calculation);
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New CEO awarded an overly generous new hire package (e.g., including excessive make
whole provisions or any of the poor pay practices listed in this policy);
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Excessive severance provisions (e.g., including excessive change in control
payments);
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Change in control payouts without loss of job or substantial diminution of job
duties;
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Internal pay disparity;
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Options backdating (covered in a separate policy); and
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Equity Compensation Plans
Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity plan if any of the
following factors apply:
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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% 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.
On occasion, director stock plans that set aside a relatively small number of shares when combined
with employee or executive stock compensation plans exceed the allowable cap. Vote for the plan if
ALL of the following qualitative factors in the boards compensation are met and disclosed in the
proxy statement:
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Director 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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Mix between cash and equity:
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A balanced mix of cash and equity, for example 40% cash/60%
equity or 50% cash/50% equity; or
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If the mix is heavier on the equity component, 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 provided to non-employee directors; and
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7-B
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Detailed disclosure provided on cash and equity compensation delivered to each
non-employee director for the most recent fiscal year in a table. The column headers
for the table may include the following: name of each non-employee director, annual
retainer, board meeting fees, committee retainer, committee-meeting fees, and equity
grants.
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Employee Stock Purchase PlansQualified Plans
Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR employee stock purchase
plans where all of the following apply:
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Purchase price is at least 85% 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 nonqualified employee
stock purchase plans with all the following features:
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Broad-based participation (i.e., all employees of the company with the exclusion of
individuals with 5% or more of beneficial ownership of the company);
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Limits on employee contribution, which may be a fixed dollar amount or expressed as
a percent of base salary;
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Company matching contribution up to 25% of employees contribution, which is
effectively a discount of 20% 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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Options Backdating
In cases where a company has practiced options backdating, WITHHOLD on a CASE-BY-CASE basis from
the members of the compensation committee, depending on the severity of the practices and the
subsequent corrective actions on the part of the board. WITHHOLD from the compensation committee
members who oversaw the questionable options grant practices or from current compensation committee
members who fail to respond to the issue proactively, depending on several factors, including, but
not limited to:
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Reason and motive for the options backdating issue, such as inadvertent vs.
deliberate grant date changes;
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Length of time of options backdating;
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Size of restatement due to options backdating;
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Corrective actions taken by the board or compensation committee, such as canceling
or repricing backdated options, or recouping option gains on backdated grants;
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Adoption of a grant policy that prohibits backdating, and creation of a fixed grant
schedule or window period for equity grants going forward.
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8-B
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, but is not limited to, the following:
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The triggering mechanism should be 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
control has taken place, and (2) termination of the executive as a result of the change
in control. Change in control is defined as a change in the company ownership
structure.
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9. 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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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.
9-B
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 has not disclosed an environmental risk report for its ANWR operations.
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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: 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.
10-B
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/Off-shoring
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 to shareholders; the existence of a publicly available code of corporate conduct that
applies to international operations.
Country-specific 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.
10. 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:
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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 proxy solicitation expenses.
11-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.
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.
1-C
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)
3-C
1997
Launches web site that delivers trading ideas, research reports, and analytical tools to clients
worldwide
GSAM acquires Commodities Corp. ($1.6 B in hedge fund assets); Acquires Liberty Investment
Management ($6B in growth assets)
1998
Takes ebay public
1999
Goldman, Sachs & Co. becomes a public company
2001
GSAM asset 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
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 purchasing within a 13-month period Class A Shares of the Fund
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 Fund at the same reduced sales charge as though
the total quantity were invested in one lump sum by checking and filing the Statement of Intention
in the Account Application. Income dividends and capital gain distributions taken in additional
shares, as well as any appreciation on shares previously purchased, will
not
apply toward
the completion of the Statement of Intention.
To ensure that the reduced price will be received on future purchases, the investor must
inform Goldman Sachs that the Statement of Intention is in effect each time shares are purchased.
Subject to the conditions mentioned below, each purchase will be made at the public offering price
applicable to a single transaction of the dollar amount specified on the Account Application. The
investor makes no commitment to purchase additional shares, but if the 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
PART C
OTHER INFORMATION
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 Trusts 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);
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);
C-1
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);
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);
Post-Effective Amendment No. 174 to such Registration Statement (Accession No.
0000950123-07-016179);
Post-Effective Amendment No. 175 to such Registration Statement (Accession No.
0000950123-07-016500);
Post-Effective Amendment No. 182 to such Registration Statement
(Accession No. 0000950123-08-000285)
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).
C-2
|
|
|
(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.
|
C-3
|
|
|
|
|
(Accession No. 0000950123-02-011711).
|
|
|
|
(a)(20).
|
|
Amendment No. 19 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28,
1997. (Accession No. 0000950123-02-011711).
|
|
|
|
(a)(21).
|
|
Amendment No. 20 dated August 1, 2002 to Agreement and Declaration of Trust, dated January 28,
1997. (Accession No. 0000950123-02-011711).
|
|
|
|
(a)(22).
|
|
Amendment No. 21 dated January 29, 2003 to the Agreement and Declaration of Trust, dated January
28, 1997. (Accession No. 0000950123-03-001754).
|
|
|
|
(a)(23).
|
|
Amendment No. 22 dated July 31, 2003 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-03-013727).
|
|
|
|
(a)(24).
|
|
Amendment No. 23 dated October 30, 2003 to the Agreement and Declaration of Trust dated January
28, 1997. (Accession No. 0000950123-03-013727).
|
|
|
|
(a)(25).
|
|
Amendment No. 24 dated May 6, 2004 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-04-008643).
|
|
|
|
(a)(26).
|
|
Amendment No. 25 dated April 21, 2004 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-04-015178).
|
|
|
|
(a)(27).
|
|
Amendment No. 26 dated November 4, 2004 to the Agreement and Declaration of Trust dated January
28, 1997. (Accession No. 0000950123-04-015178).
|
|
|
|
(a)(28).
|
|
Amendment No. 27 dated February 10, 2005 to the Agreement and Declaration of Trust dated January
28, 1997. (Accession No. 0000950123- 05-007490).
|
|
|
|
(a)(29).
|
|
Amendment No. 28 dated May 12, 2005 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-05-014459).
|
|
|
|
(a)(30).
|
|
Amendment No. 29 dated June 16, 2005 to the Agreement and Declaration of Trust dated January 28,
1997. (Accession No. 0000950123-05-014459).
|
|
|
|
(a)(31).
|
|
Amendment No. 30 dated August 4, 2005 to the Agreement and Declaration of Trust dated January 28,
1977. (Accession No. 0000950123-05-014459).
|
|
|
|
(a)(32).
|
|
Amendment No. 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.
|
C-4
|
|
|
|
|
(Accession No. 0000950123-06-015465).
|
|
|
|
(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).
|
|
|
|
|
(a)(49).
|
|
Amendment No. 48 dated December 13, 2007 to the Agreement and Declaration of Trust dated January
28, 1997, filed herewith.
|
|
|
|
|
(b)(1).
|
|
Amended and Restated By-laws of the Delaware business trust dated January 28, 1997. (Accession No.
0000950130-97-000573).
|
|
|
|
(b)(2).
|
|
Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and
restated July 27, 1999. (Accession No. 0000950130-99-005294).
|
|
|
|
(b)(3).
|
|
Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as amended and
restated October 30, 2002. (Accession No. 0000950123-02-011711).
|
|
|
|
(b)(4).
|
|
Amendment to Amended and Restated By-laws of the Delaware business trust dated January 28, 1997 as
amended and restated October 30, 2002. (Accession No. 0000950123-04-015178).
|
|
|
|
(b)(5).
|
|
Amendment No. 1 dated November 4, 2004 to Amended and Restated By- Laws of the Delaware business
trust dated January 28, 1997 as amended and restated October 30, 2002. (Accession No.
0000950123-04-007490).
|
|
|
|
(c).
|
|
Article II, Section 10, Article IV, Section 3, Article V, Article VI, Article VII, Article IX,
Section 8 and Section 9 of the 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).
|
|
|
|
(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).
|
C-5
|
|
|
(d)(2).
|
|
Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs
Adjustable Rate Government Fund, and Goldman Sachs Funds Management, L.P. (Accession No.
0000950130-98-000676).
|
|
|
|
(d)(3).
|
|
Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Short
Duration Tax-Free Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
|
|
|
|
(d)(4).
|
|
Management Agreement dated April 30, 1997 between Registrant, on behalf of Goldman Sachs Core
Fixed Income Fund, and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
|
|
|
|
(d)(5).
|
|
Management Agreement dated April 30, 1997 between the Registrant, on behalf of Goldman Sachs
Institutional Liquid Assets, and Goldman Sachs Asset Management. (Accession No.
0000950130-98-000676).
|
|
|
|
(d)(6).
|
|
Management Agreement dated April 30, 1997 between Registrant, Goldman Sachs Asset Management,
Goldman Sachs Fund Management L.P. and Goldman, Sachs Asset Management International. (Accession
No. 0000950109-98-005275).
|
|
|
|
(d)(7).
|
|
Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset Allocation
Portfolios and Goldman Sachs Asset Management. (Accession No. 0000950130-98-000676).
|
|
|
|
(d)(8).
|
|
Amended Annex A to Management Agreement dated January 1, 1998 on behalf of the Goldman Sachs Asset
Allocation Portfolios and Goldman Sachs Asset Management (Conservative Strategy Portfolio)
(Accession No. 0000950130-99-000742).
|
|
|
|
(d)(9).
|
|
Amended Annex A dated April 28, 1999 to Management Agreement dated April 30, 1997. (Accession No.
0000950109-99-002544).
|
|
|
|
(d)(10).
|
|
Amended Annex A dated July 27, 1999 to Management Agreement dated April 30, 1997. (Accession No.
0000950130-99-005294).
|
|
|
|
(d)(11).
|
|
Amended Annex A dated October 26, 1999 to Management Agreement dated April 30, 1997. (Accession
No. 0000950130-99-004208).
|
|
|
|
(d)(12).
|
|
Amended Annex A dated February 3, 2000 to Management Agreement dated April 30, 1997. (Accession
No. 0000950109-00-001365).
|
|
|
|
(d)(13).
|
|
Amended Annex A dated April 26, 2000 to Management Agreement dated April 30, 1997. (Accession No.
0000950130-00-002509).
|
|
|
|
(d)(14).
|
|
Amended Annex A dated January 30, 2001 to Management Agreement dated April 30, 1997. (Accession
No. 0000950109-01-500094).
|
|
|
|
(d)(15).
|
|
Amended Annex A dated April 25, 2001 to Management Agreement, dated April 30, 1997. (Accession No.
0000950123-01-509514).
|
|
|
|
(d)(16).
|
|
Amended Annex A dated August 1, 2002 to Management Agreement, dated April 30, 1997. (Accession No.
0000950123-02-011711).
|
|
|
|
(d)(17).
|
|
Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset
Management, L.P. (With respect to the Goldman Sachs Short-Duration Tax-Free Fund). (Accession No.
0000950123-03-007054).
|
|
|
|
(d)(18).
|
|
Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset
Management, L.P. (With respect to the Goldman Sachs Money Market Funds). (Accession No.
0000950123-03-007054).
|
C-6
|
|
|
(d)(19).
|
|
Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset
Management, L.P. (With respect to the Goldman Sachs Fixed Income, Equity, Specialty and Money
Market Funds). (Accession No. 0000950123-03-007054).
|
|
|
|
(d)(20).
|
|
Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset
Management, L.P. (With respect to the Goldman Sachs Core Fixed Income Fund). (Accession No.
0000950123-03-007054).
|
|
|
|
(d)(21).
|
|
Assumption Agreement dated April 26, 2003 between Goldman, Sachs & Co. and Goldman Sachs Asset
Management, L.P. (With respect to the Goldman Sachs Asset Allocation Funds). (Accession No.
0000950123-03-007054).
|
|
|
|
(d)(22).
|
|
Amended Annex A dated July 31, 2003 to the Management Agreement dated April 30, 1997. (Accession
No. 0000950123-03-009618).
|
|
|
|
(d)(23).
|
|
Amended Annex A dated October 30, 2003 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-03-013727).
|
|
|
|
(d)(24).
|
|
Amended Annex A dated November 2, 2005 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-05-014459).
|
|
|
|
(d)(25).
|
|
Amended Annex A dated November 12, 2005 to the Management Agreement dated April 30, 1997.
(Accession No. 0000950123-05-014459).
|
|
|
|
(d)(26).
|
|
Amended Annex A dated November 9, 2006 to the Management Agreement dated April 30, 1997.
(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 December 13, 2007 to the Management Agreement dated April 30, 1997, filed
herewith.
|
|
|
|
|
|
(d)(30).
|
|
Amended Annex A dated May 10, 2007 to the Management Agreement dated January 1, 1998. (Accession
No. 0000950123-07-012544).
|
|
|
|
|
|
(d)(31).
|
|
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)(32).
|
|
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)(33).
|
|
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)(34).
|
|
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)(35).
|
|
Fee Reduction Commitment dated February 28, 2006 between Goldman Sachs Asset Management, L.P. and
|
|
C-7
|
|
|
|
|
|
Goldman Sachs Trust relating to the Short Duration Tax-Free 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 Core Fixed Income 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 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 Ultra-Short Duration Government Fund. (Accession No.
0000950123-06-015465).
|
|
|
|
|
|
(d)(39).
|
|
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)(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).
|
|
|
|
|
|
(d)(41).
|
|
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).
|
|
|
|
|
(e)(5).
|
|
Amended Exhibit A dated December 13, 2007 to the Distribution Agreement dated April 30, 1997, as
amended October 30, 2003, filed herewith.
|
|
|
|
|
(f).
|
|
Not applicable.
|
|
|
|
(g)(1).
|
|
Custodian Agreement dated July 15, 1991, between Registrant and State Street Bank and Trust
Company. (Accession No. 0000950130-95-002856).
|
C-8
|
|
|
|
|
|
(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).
|
|
|
|
(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).
|
C-9
|
|
|
(g)(16).
|
|
Amendment dated December 19, 1988 to the Custodian Agreement between Registrant and State Street
Bank and Trust Company, on behalf of Goldman Sachs Institutional Liquid Assets. (Accession No.
0000950130-98-000965).
|
|
|
|
(g)(17).
|
|
Custodian Agreement dated April 6, 1990 between Registrant and State Street Bank and Trust Company
on behalf of Goldman Sachs Capital Growth Fund. (Accession No. 0000950130-98-006081).
|
|
|
|
(g)(18).
|
|
Sub-Custodian Agreement dated March 29, 1983 between State Street Bank and Trust Company and Bank
of America, National Trust and Savings Association on behalf of Goldman Sachs Institutional Liquid
Assets. (Accession No. 0000950130-98-006081).
|
|
|
|
(g)(19).
|
|
Fee schedule dated January 8, 1999 relating to Custodian Agreement dated April 6, 1990 between
Registrant and State Street Bank and Trust Company (Conservative Strategy Portfolio). (Accession
No. 0000950130-99-000742).
|
|
|
|
(g)(20).
|
|
Fee schedule dated April 12, 1999 relating to Custodian Agreement dated April 6, 1990 between
Registrant and State Street Bank and Trust Company (Strategic Growth and Growth Opportunities
Portfolios). (Accession No. 0000950109-99-002544).
|
|
|
|
(g)(21).
|
|
Fee schedule dated July 19, 1999 relating to Custodian Agreement dated April 6, 1990 between
Registrant and State Street Bank and Trust Company (Internet Tollkeeper Fund). (Accession No.
0000950130-99-005294).
|
|
|
|
(g)(22).
|
|
Fee schedule dated October 1, 1999 relating to the Custodian Agreement dated April 6, 1990 between
Registrant and State Street Bank and Trust Company (Large Cap Value Fund). (Accession No.
0000950130-99-006810).
|
|
|
|
(g)(23).
|
|
Fee schedule dated January 12, 2000 relating to Custodian Agreement dated April 6, 1990 between
Registrant and State Street Bank and Trust Company (CORE Tax-Managed Equity Fund). (Accession No.
0000950109-00-000585).
|
|
|
|
(g)(24).
|
|
Fee schedule dated January 6, 2000 relating to Custodian Agreement dated July 15, 1991 between
Registrant and State Street Bank and Trust Company (High Yield Municipal Fund). (Accession No.
0000950109-00-000585).
|
|
|
|
(g)(25).
|
|
Fee schedule dated April 14, 2000 relating to Custodian Agreement dated April 6, 1990 between
Registrant and State Street Bank and Trust Company (Research Select Fund). (Accession No.
0000950130-00-002509).
|
|
|
|
(g)(26).
|
|
Fee schedule dated April 14, 2000 relating to Custodian Agreement dated July 15, 1991 between
Registrant and State Street Bank and Trust Company (Enhanced Income Fund). (Accession No.
0000950130-00-002509).
|
|
|
|
(g)(27).
|
|
Additional Portfolio Agreement dated September 27, 1999 between Registrant and State Street Bank
and Trust Company. (Accession No. 0000950109-00-000585).
|
|
|
|
(g)(28).
|
|
Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust
Company relating to Custodian Agreement dated December 27, 1978. (Accession No.
0000950109-00-000585).
|
|
|
|
(g)(29).
|
|
Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust
Company relating to Custodian Agreement dated April 6, 1990. (Accession No. 0000950109-00-000585).
|
|
|
|
(g)(30).
|
|
Letter Agreement dated September 27, 1999 between Registrant and State Street Bank and Trust
Company relating to Custodian Agreement dated July 15, 1991. (Accession No. 0000950109-00-000585).
|
|
|
|
(g)(31).
|
|
Letter Agreement dated January 29, 2001 relating to Custodian Agreement dated July 15, 1991
between Registrant and State Street Bank and Trust Company (Global Consumer Growth Fund, Global
Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and
Global Technology Fund). (Accession No. 0000950109-01-500540).
|
C-10
|
|
|
(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 August 9, 2007 between Registrant and Goldman, Sachs & Co.
(Accession No. 0000950130-07-016500).
|
|
|
|
(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).
|
|
|
|
(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
|
C-11
|
|
|
|
|
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).
|
|
|
|
(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
|
C-12
|
|
|
|
|
No.
0000950130-98-003563).
|
|
|
|
(i)(5).
|
|
Opinion of Drinker Biddle & Reath LLP. (With respect to the European Equity Fund). (Accession No.
0000950130-98-006081).
|
|
|
|
(i)(6).
|
|
Opinion of Drinker Biddle & Reath LLP. (With respect to the CORE Large Cap Value Fund). (Accession
No. 0000950130-98-006081).
|
|
|
|
(i)(7).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Conservative Strategy Portfolio).
(Accession No. 0000950130-99-001069).
|
|
|
|
(i)(8).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Strategic Growth and Growth
Opportunities Portfolios). (Accession No. 0000950109-99-002544).
|
|
|
|
(i)(9).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Internet Tollkeeper Fund). (Accession
No. 0000950109-99-004208).
|
|
|
|
(i)(10).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Large Cap Value Fund). (Accession No.
0000950130-99-006810).
|
|
|
|
(i)(11).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to FST Select Shares). (Accession No.
0000950109-00-000585).
|
|
|
|
(i)(12).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the High Yield Municipal Fund). (Accession
No. 0000950109-00-001365).
|
|
|
|
(i)(13).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the CORE Tax-Managed Equity Fund).
(Accession No. 0000950109-00-001365).
|
|
|
|
(i)(14).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Research Select Fund). (Accession No.
0000950109-00-500123).
|
|
|
|
(i)(15).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Enhanced Income Fund). (Accession No.
0000950109-00-500123).
|
|
|
|
(i)(16).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to Cash Management Shares of certain ILA
Portfolios). (Accession No. 0000950109-00-500123).
|
|
|
|
(i)(17).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to Global Consumer Growth Fund, Global
Financial Services Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund and
Global Technology Fund). (Accession No. 0000950109-01-500540).
|
|
|
|
(i)(18).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to all outstanding Funds and share classes).
(Accession No. 0000950123-01-509514).
|
|
|
|
(i)(19).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to Financial Square Funds). (Accession No.
0000950123-02-011711).
|
|
|
|
(i)(20).
|
|
Opinion of Drinker Biddle & Reath LLP (With respect to the Concentrated Growth Fund). (Accession
No. 0000950123-02-011711).
|
|
|
|
(i)(21).
|
|
Opinion of Drinker Biddle & Reath LLP (with respect to the Emerging Markets Debt Fund). (Accession
No. 0000950123-03-013727).
|
|
|
|
(i)(22).
|
|
Opinion of Drinker Biddle & Reath LLP (with respect to the U.S. Mortgages Fund and Investment
Grade Credit Fund). (Accession No. 0000950123-03-013727).
|
C-13
|
|
|
|
|
|
(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, 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
|
C-14
|
|
|
|
|
Ultra-Short Duration Government Fund
,
and Goldman Sachs Short Duration Government Fund Class IR
Shares). (Accession No. 0000950123-07-016179).
|
|
|
|
|
(i)(37).
|
|
Opinion of Dechert LLP (with respect to the Structured International Tax-Managed Equity Fund and
International Equity Dividend and Premium Fund). (Accession No. 0000950123-08-000285).
|
|
|
(i)(38).
|
|
Opinion of Dechert LLP (with
respect to the Local Emerging Markets Debt Fund), filed herewith.
|
|
|
|
|
(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).
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|
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(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).
|
|
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(m)(4).
|
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Cash Management Shares Plan of Distribution pursuant to Rule 12b-1 amended and restated as of
February 4, 2004. (Accession No. 0000950123-04-002212).
|
|
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(m)(5)
|
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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).
|
|
|
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(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).
|
|
|
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(q)(1).
|
|
Powers of Attorney for Messrs. Bakhru, Coblentz, Harker, Shuch and Strubel. (Accession No.
0000950123-05-015341).
|
|
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(q)(2).
|
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Powers of Attorney for Ms. Daniels and Ms. Palmer. (Accession No. 0000950123-07-011264).
|
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(q)(3).
|
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Power of Attorney for John M. Perlowski. (Accession No. 0000950123-06-002378).
|
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(q)(4)
|
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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.
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-15
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 Agreement between the
Registrant and Goldman, Sachs & Co. dated August 9, 2007 provides that the Registrant will
indemnify Goldman, Sachs & Co. against certain liabilities. Copies of the Distribution Agreement
and the Transfer Agency Agreement are incorporated by reference as Exhibits (e)(1) and (h)(3),
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 of Other
|
|
Connection with
|
the Investment Advisers
|
|
Company
|
|
Other Company
|
John S. Weinberg
Managing Director-
GSAM LP
|
|
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
|
|
Vice Chairman
|
|
|
|
|
|
|
|
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
|
|
Managing Director
|
|
|
|
|
|
Lloyd C. Blankfein
Managing Director-
GSAM LP
|
|
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
|
|
Chairman, Chief
Executive Officer
and Director
|
|
|
|
|
|
|
|
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
|
|
Managing Director
|
C-16
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 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
|
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.
C-17
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-18
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. 183 under
Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 183 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 18th day of
January, 2008.
|
|
|
|
|
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
James A. McNamara
|
|
President (Chief
Executive Officer)
and Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
John M. Perlowski
John M. Perlowski
|
|
Treasurer
(Principal
Accounting Officer
and Principal
Financial Officer)
and Senior Vice
President
|
|
January 18, 2008
|
|
|
|
|
|
1
Ashok N. Bakhru
Ashok N. Bakhru
|
|
Chairman and Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
John P. Coblentz, Jr.
John P. Coblentz, Jr.
|
|
Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
Diana M. Daniels
Diana M. Daniels
|
|
Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
Patrick T. Harker
Patrick T. Harker
|
|
Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
Jessica Palmer
Jessica Palmer
|
|
Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
Alan A. Shuch
Alan A. Shuch
|
|
Trustee
|
|
January 18, 2008
|
|
|
|
|
|
1
Richard P. Strubel
Richard P. Strubel
|
|
Trustee
|
|
January 18, 2008
|
|
|
|
|
|
By:
|
/s/ Peter V. Bonanno
|
|
|
|
Peter V. Bonanno,
|
|
|
|
Attorney-In-Fact
|
|
|
|
|
|
|
1.
|
|
Pursuant to a power of attorney previously filed.
|
C-19
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 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 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.
|
|
|
|
|
|
/s/ Peter V. Bonanno
|
|
|
Peter V. Bonanno,
|
|
|
Secretary
|
|
Exhibit Index
|
|
|
|
(a)(49).
|
|
Amendment No. 48 dated December 13, 2007 to the Agreement and Declaration of Trust dated
January 28, 1997.
|
|
|
|
(d)(29).
|
|
Amended Annex A dated December 13, 2007 to the Management Agreement dated April 30, 1997.
|
|
|
|
(e)(5).
|
|
Amended Exhibit A dated December 13, 2007 to the Distribution Agreement dated April 30,
1997, as amended October 30, 2003.
|
|
|
|
(i)(38).
|
|
Opinion of Dechert LLP (with
respect to the Local Emerging Markets Debt Fund).
|
|