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Can I
Reinvest Redemption Proceeds In The Same Or Another Goldman
Sachs Fund?
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You may redeem shares of a Fund and reinvest a
portion or all of the redemption proceeds (plus any additional
amounts needed to round off purchases to the nearest full share)
at NAV. To be eligible for this privilege, you must have held
the shares you want to redeem for at least 30 days (60 days
with respect to the Goldman Sachs High Yield and High Yield
Municipal Funds) and you must reinvest the share proceeds within
90 days after you redeem. You may reinvest as follows:
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n
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Class A or B SharesClass A Shares
of the same Fund or another Goldman Sachs Fund
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Class C SharesClass C Shares of
the same Fund or another Goldman Sachs Fund
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You should obtain and read the applicable
prospectuses before investing in any other Goldman Sachs Funds.
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If you pay a CDSC upon redemption of Class A
or Class C Shares and then reinvest in Class A or
Class C Shares of another Goldman Sachs Fund as described
above, your account will be credited with the amount of the CDSC
you paid. The reinvested shares will, however, continue to be
subject to a CDSC. The holding period of the shares acquired
through reinvestment will include the holding period of the
redeemed shares for purposes of computing the CDSC payable upon
a subsequent redemption. For Class B Shares, you may
reinvest the redemption proceeds in Class A Shares at NAV
but the amount of the CDSC paid upon redemption of the Class B
Shares will not be credited to your account.
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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.
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You may be subject to tax as a result of a
redemption. You should consult your tax adviser concerning the
tax consequences of a redemption and reinvestment.
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Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Fund?
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You may exchange shares of a Goldman Sachs Fund
at NAV without the imposition of an initial sales charge or CDSC
at the time of exchange for certain shares of another Goldman
Sachs Fund. Redemption of shares (including by exchange) of the
International Equity Dividend and Premium Fund and Structured
International Tax-Managed Equity Fund that are held for
30 days or less (60 days or less with respect to the
Goldman Sachs High Yield and High Yield Municipal Funds) 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
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63
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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 a
Fund for shares of another Goldman Sachs Fund.
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You should keep in mind the following factors
when making or considering an exchange:
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
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Currently, the Funds do not impose any charge for
exchanges, although the Funds may impose a charge in the future.
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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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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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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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All exchanges which represent an initial
investment in a Goldman Sachs Fund must satisfy the minimum
initial investment requirements 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 requirement for that fund if the entire balance of
the original Fund account is exchanged.
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Exchanges are available only in states where
exchanges may be legally made.
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It may be difficult to make telephone exchanges
in times of unusual economic or market conditions.
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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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Normally, a telephone exchange will be made only
to an identically registered account.
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A signature guarantee may be required.
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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64
SHAREHOLDER GUIDE
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
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 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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Can My
Dividends And Distributions From A Fund Be Invested In Other
Goldman Sachs Funds?
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You may elect to cross-reinvest dividends and
capital gains distributions paid by a Fund in shares of the same
class of other Goldman Sachs Funds.
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Shares will be purchased at NAV.
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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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You cannot make cross-reinvestments into a
Goldman Sachs Fund unless that Funds minimum initial
investment requirement is met.
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You should obtain and read the prospectus of the
Goldman Sachs 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 a Fund for shares of the
same class of other Goldman Sachs Funds.
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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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Shares subject to a CDSC acquired under this
program may be subject to a CDSC at the time of redemption from
the Goldman Sachs Fund into which the exchange is made depending
upon the date and value of your original purchase.
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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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Minimum dollar amount: $50 per month.
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65
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You cannot make automatic exchanges into a
Goldman Sachs Fund unless that Funds minimum initial
investment requirement is met.
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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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It is normally undesirable to maintain a
systematic withdrawal plan at the same time that you are
purchasing additional Class A, Class B or Class C
Shares because of the sales charges that are imposed on certain
purchases of Class A Shares and because of the CDSCs that
are imposed on certain redemptions of Class A, Class B
or Class C Shares.
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Checks are normally mailed within two business
days after your selected systematic withdrawal date of either
the 15th or 25th of the month. ACH payments may take up to
three business days to post to your account after your
selected systematic withdrawal date of either the 3rd or 26th of
the month.
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Each systematic withdrawal is a redemption and
therefore may be a taxable transaction.
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The CDSC applicable to Class A, Class B
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 a quarterly account
statement. A year-to-date statement for your account will be
provided upon request made to Goldman Sachs. If your account is
held in street name (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 Funds
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 Funds do not generally provide sub-accounting
services.
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66
SHAREHOLDER GUIDE
DISTRIBUTION
SERVICES AND FEES
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What
Are The Different Distribution And Service Fees Paid By
Class A, B and C Shares?
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The Trust has adopted distribution and service
plans (each a Plan) under which Class A,
Class B and Class C Shares bear distribution and
service fees paid to 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%, 0.75% and 0.75%, respectively, of a
Funds average daily net assets attributed to Class A,
Class B and Class C Shares. Because these fees are
paid out of a Funds assets on an ongoing basis, over time,
these fees will increase the cost of your investment and may
cost you more than paying other types of such charges.
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The distribution fees are subject to the
requirements of Rule 12b-1 under the Investment Company
Act, and may be used (among other things) for:
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Compensation paid to and expenses incurred by
Authorized Dealers, Goldman Sachs and their respective officers,
employees and sales representatives;
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Commissions paid to Authorized Dealers;
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Allocable overhead;
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Telephone and travel expenses;
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Interest and other costs associated with the
financing of such compensation and expenses;
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Printing of prospectuses for prospective
shareholders;
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Preparation and distribution of sales literature
or advertising of any type; and
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All other expenses incurred in connection with
activities primarily intended to result in the sale of
Class A, Class B 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.
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PERSONAL ACCOUNT
MAINTENANCE SERVICES AND FEES
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Under the Plans, Goldman Sachs is also entitled
to receive a separate fee equal on an annual basis to 0.25% of
each Funds average daily net assets attributed to
Class B or Class C Shares. This fee is for personal
and account maintenance services, and may be used to make
payments to Goldman Sachs, Authorized
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67
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Dealers and their officers, sales representatives
and employees for responding to inquiries of, and furnishing
assistance to, shareholders regarding ownership of their shares
or their accounts or similar services not otherwise provided on
behalf of the Funds. If the fees received by Goldman Sachs
pursuant to the Plans exceed its expenses, Goldman Sachs may
realize a profit from this arrangement.
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In connection with the sale of Class C
Shares, Goldman Sachs normally begins paying the 0.25% ongoing
service fee to Authorized Dealers after the shares have been
held for one year.
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RESTRICTIONS
ON EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to a Fund. In
making this judgment, trades executed in multiple accounts under
common ownership or control may be considered together to the
extent they can be identified. No waivers of the provisions of
the policy established to detect and deter market-timing and
other excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interests
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
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To deter excessive shareholder trading, the
International Equity Dividend and Premium Fund, Structured
International Tax-Managed Equity Fund and certain other Goldman
Sachs Funds (which are offered in separate prospectuses) impose
a redemption fee on redemptions made within 30 days of
purchase (60 days of purchase with respect to the Goldman
Sachs High Yield and High Yield Municipal
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68
SHAREHOLDER GUIDE
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Funds) subject to certain exceptions. See
Shareholder GuideHow To Sell SharesWhat 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 Funds are priced by an independent
pricing service using fair valuation. For more information on
fair valuation, please see Shareholder GuideHow To
Buy SharesHow 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 Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by financial intermediaries such as
broker-dealers, investment advisers and insurance companies. In
addition, Fund shares may be held in omnibus 401(k) plans,
employee benefit plans and other group accounts. Omnibus
accounts include multiple investors and such accounts typically
provide the Funds with a net purchase or redemption request on
any given day where the purchases and redemptions of Fund shares
by the investors are netted against one another. The identity of
individual investors whose purchase and redemption orders are
aggregated are ordinarily not tracked by the Funds on a regular
basis. A number of these financial intermediaries may not have
the capability or may not be willing to apply the Funds
market-timing policies or any applicable redemption fee. While
Goldman Sachs may monitor share turnover at the omnibus account
level, a Funds ability to monitor and detect market-timing
by shareholders or apply any applicable redemption fee in these
omnibus accounts may be limited in certain circumstances, and
certain of these financial 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
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69
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excessive trading activities may employ a variety
of techniques to avoid detection. There can be no assurance that
the Funds and Goldman Sachs will be able to identify all those
who trade excessively or employ a market-timing strategy, and
curtail their trading in every instance. If necessary, the Trust
may prohibit additional purchases of Fund shares by a financial
intermediary or by certain of the financial intermediarys
customers. Financial intermediaries may also monitor their
customers trading activities in the Funds. The criteria
used by financial intermediaries to monitor for excessive
trading may differ from the criteria used by the Funds. If a
financial intermediary fails to 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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70
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Taxation
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As with any investment, you should consider how
your investment in the Funds will be taxed. The tax information
below is provided as general information. More tax information
is available in the SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Funds. Except as otherwise noted, the tax
information provided assumes that you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should carefully consider the
possible tax consequences of Fund distributions and the sale of
your Fund shares.
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Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Funds are generally subject
to federal income tax, and may also be subject to state or local
taxes (although the Structured Tax-Managed Equity Fund attempts
to minimize capital gains and income distributions in seeking
its investment objective). This is true whether you reinvest
your distributions in additional Fund shares or receive them in
cash. For federal tax purposes, the Funds distributions
attributable to net investment income and short-term capital
gains are taxable to you as ordinary income. Any distributions
of 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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The U.S. Equity Dividend and Premium and
International Equity Dividend and Premium Funds accrued
income or loss each year from writing index call options
(including unrealized gain or loss on any open positions) will,
generally, under special mark-to-market tax rules applicable to
those transactions, be treated as 40% short-term capital gain or
loss and 60% long-term capital gain or loss; this will, in turn,
affect the amount and character of the Funds distributions
to you under the rules described in the preceding sentence.
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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%. Fund distributions to noncorporate
shareholders attributable to dividends received by the Funds
from U.S. and certain qualified foreign corporations will
generally be taxed at the long-term capital gain rate, as long
as certain other requirements are met. For these lower rates to
apply, the non-corporate shareholder must own the relevant Fund
shares for at least 61 days during the 121-day period
beginning 60 days before the Funds ex-dividend date.
The amount of a Funds distributions that would otherwise
qualify for this favorable tax treatment will be reduced as a
result of a
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71
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Funds securities lending activities or by a
high portfolio turnover rate or by investments in debt
securities or non-qualified foreign corporations.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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Because of the U.S. Equity Dividend and Premium
Funds and International Equity Dividend and Premium
Funds practice of writing S&P 500 Index, MSCI
EAFE
®
Index, other national or regional indices or related ETF call
options, the possibility exists that an overlap between the
Funds equity investments and the components of the indices
if substantial enough, might cause a deferral of the Funds
recognition of losses for tax purposes or a reduction in the
amount of the Funds distributions that qualify for the
favorable tax rate applicable to dividends. The Funds
intend to manage their investments in a manner designed to avoid
these adverse tax results to the extent reasonably practicable,
but there is no assurance that the Funds will accomplish this
objective at all times.
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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. A percentage of the
Funds dividends paid to corporate shareholders may be
eligible for the corporate dividends-received deduction. This
percentage may, however, be reduced as a result of a Funds
securities lending activities or by a high portfolio turnover
rate. Character and tax status of all distributions will be
available to shareholders after the close of each calendar year.
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Each Fund may be subject to foreign withholding
or other foreign taxes on income or gain from certain foreign
securities. In general, the Funds may deduct these taxes in
computing their taxable income. Rather than deducting these
foreign taxes, the International Equity Dividend and Premium and
Structured International Tax-Managed Equity Funds may make an
election to treat a proportionate amount of those taxes as
constituting a distribution to each shareholder, which would
generally allow you either (i) to credit that proportionate
amount of taxes against U.S. Federal income tax liability
as a foreign tax credit or (ii) to take that amount as an
itemized deduction.
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If you buy shares of a Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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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
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72
TAXATION
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your Fund shares for shares of a different
Goldman Sachs Fund is the same as a sale. When you sell your
shares, you will generally recognize a capital gain or loss in
an amount equal to the difference between your adjusted tax
basis in the shares and the amount received. Generally, this
capital gain or loss is long-term or short-term depending on
whether your holding period exceeds one year, except that any
loss realized on shares held for six months or less will be
treated as a long-term capital loss to the extent of any capital
gain dividends that were received on the shares. Additionally,
any loss realized on a sale, exchange or redemption of shares of
a Fund may be disallowed under wash sale rules to
the extent the shares disposed of are replaced with other shares
of that Fund within a period of 61 days beginning
30 days before and ending 30 days after the shares are
disposed of, such as pursuant to a dividend reinvestment in
shares of that Fund. If disallowed, the loss will be reflected
in an adjustment to the basis of the shares acquired.
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When you open your account, you should provide
your Social Security Number or tax identification number on your
Account Application. By law, each Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
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Non-U.S. investors are generally subject to U.S.
withholding tax and may be subject to U.S. estate tax. However,
withholding is generally not required on properly designated
distributions to non-U.S. investors of long-term capital
gains. More information about U.S. taxation of non-U.S.
investors is included in the SAI.
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Investments in the Structured Tax-Managed Equity
Fund and Structured International Tax-Managed Equity Fund are
subject to the tax risks described previously under
Principal Risks of the Funds.
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73
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Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques
|
A. General
Portfolio Risks
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The Funds will be subject to the risks associated
with equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that a Fund holds
may decline over short or extended periods. The stock markets
tend to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline. This volatility
means that the value of your investment in the Funds may
increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that a Fund invests in fixed income
securities, that Fund will also be subject to the risks
associated with its fixed income securities. These risks include
interest rate risk, credit/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 an issuer or guarantor could default on
its obligations, and a Fund will not recover its investment.
Call risk and extension risk are normally present in
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result in losses to
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74
APPENDIX A
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investors. The same would be true of asset-backed
securities such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for a Fund. A high rate of portfolio turnover (100% or
more) involves correspondingly greater expenses which must be
borne by a Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of a
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Funds, including their
associated risks. Additional information is provided in the 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 a Funds investment
objective, you should consider whether that Fund remains an
appropriate investment in light of your then current financial
position and needs.
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Risks of Writing S&P 500 Index,
MSCI
EAFE
®
Index and Related ETF Call Options.
When the
U.S. Equity Dividend and Premium Fund and International
Equity Dividend and Premium Fund write (sell) S&P 500
Index, MSCI
EAFE
®
Index or related ETF call options, they forego the opportunity
to benefit from an increase in the value of the relevant Index
or related ETF above the exercise price (plus the premium
received) of the option, but they continues to bear the risk of
a decline in the value of the relevant Index or related ETF. As
the seller of the S&P 500 Index, MSCI
EAFE
®
Index or related EFT call options, the U.S. Equity Dividend
and Premium Fund and the International Equity Dividend and
Premium Fund receive cash (the premium) from the
purchaser. Depending upon the type of call option, the purchaser
of an index or related ETF call option either (i) has the
right to any appreciation in the value of the index or related
ETF 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
index or related ETF over the exercise price at any time prior
to the expiration of the option. If the purchaser does not
exercise the option, the Fund retains the premium. If the
purchaser exercises the
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75
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option, the Fund pays the purchaser the
difference between the price of the index or related ETF and the
exercise price of the option. The premium, the exercise price
and the market value of the index or related ETF determine the
gain or loss realized by the Fund as the seller of the index or
related ETF call option. The U.S. Equity Dividend and
Premium Fund and the International Equity Dividend and Premium
Fund can also repurchase the call option prior to the expiration
date, ending their obligation. In this case, the cost of
entering into closing purchase transactions will determine the
gain or loss realized by the Funds.
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There is no assurance that a liquid market will
be available at all times for the U.S. Equity Dividend and
Premium Fund and the International Equity Dividend and Premium
Fund to write call options or to enter into closing purchase
transactions. In addition, the premiums the Funds receive for
writing call options may decrease as a result of a number of
factors, including a reduction in interest rates generally, a
decline in stock market volumes or a decrease in the price
volatility of the underlying securities. For more information
see Portfolio Securities and TechniquesOptions on
Securities, Securities Indices and Foreign Currencies.
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Funds may, to the extent
consistent with their respective investment policies, invest in
small and mid-capitalization companies and REITs. Investments in
small and mid-capitalization companies and REITs involve greater
risk and portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be thinly traded and may have to be sold
at a discount from current market prices or in small lots over
an extended period of time. In addition, these securities are
subject to the risk that during certain periods the liquidity of
particular issuers or industries, or all securities in
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic or
market conditions, or adverse investor perceptions whether or
not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a
substantial drop in price. Small and mid-capitalization
companies and REITs include unseasoned issuers that
do not have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may
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76
APPENDIX A
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require substantial additional capital to support
their operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may
otherwise have a weak financial condition. In addition, these
companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing, and other capabilities,
and a larger number of qualified managerial and technical
personnel. Transaction costs for these investments are often
higher than those of larger capitalization companies.
Investments in small and mid-capitalization companies and REITs
may be more difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Foreign Investments.
The Funds may make foreign
investments, although the U.S. Equity Dividend and Premium
Fund and Structured Tax-Managed Equity Fund may only invest in
foreign issuers that are traded in the United States. Foreign
investments involve special risks that are not typically
associated with U.S. dollar denominated or quoted securities of
U.S. issuers. Foreign investments may be affected by changes in
currency rates, changes in foreign or U.S. laws or restrictions
applicable to such investments and changes in exchange control
regulations (
e.g.
, currency blockage). A decline in the
exchange rate of the currency (
i.e.
, weakening of the
currency against the U.S. dollar) in which a portfolio security
is quoted or denominated relative to the U.S. dollar would
reduce the value of the portfolio security. In addition, if the
currency in which a Fund receives dividends, interest or other
payments declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Fund may have to sell portfolio securities
to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain
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77
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foreign countries, there is a possibility of
nationalization, expropriation or confiscatory taxation,
imposition of withholding or other taxes on dividend or interest
payments (or, in some cases, capital gains distributions),
limitations on the removal of funds or other assets from such
countries, and risks of political or social instability or
diplomatic developments which could adversely affect investments
in those countries.
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Concentration of a Funds assets in one or a
few countries and currencies will subject a Fund to greater
risks than if a Funds assets were not geographically
concentrated.
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Investment in sovereign debt obligations by a
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn a 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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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not
necessarily quoted in the same currency as the underlying
security.
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Risks of Emerging Countries.
Certain Funds may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in Asia, Africa, Eastern Europe and Central and South America. A
Funds purchase and sale of portfolio securities in certain
emerging countries may be
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78
APPENDIX A
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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 a Fund, the
Investment Adviser, its affiliates and their respective clients
and other service providers. A Fund may not be able to sell
securities in circumstances where price, trading or settlement
volume limitations have been reached.
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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 a Fund. The repatriation of both investment
income and capital from certain emerging countries is subject to
restrictions such as the need for governmental consents. In
situations where a country restricts direct investment in
securities (which may occur in certain Asian and other
countries), a Fund may invest in such countries through other
investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social unrest, violence
and/or labor unrest in some emerging countries. Unanticipated
political or social developments may result in sudden and
significant investment
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79
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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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A Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return to a 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 a 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 a Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
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 a Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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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 a 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). A 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, a Fund may incur losses
because it will be required to effect sales at a disadvantageous
time and only then at a substantial drop in price. Investments
in emerging countries may be more difficult to value precisely
because of the characteristics discussed above and lower trading
volumes.
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80
APPENDIX A
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A Funds use of foreign currency management
techniques in emerging countries may be limited. The Investment
Adviser anticipates that a significant portion of the
Funds currency exposure in emerging countries may not be
covered by these techniques.
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Risks of Derivative Investments.
The Funds may invest in derivative
instruments, including without limitation, options, futures,
options on futures, swaps, interest rate caps, floors and
collars, structured securities and forward contracts and other
derivatives relating to foreign currency transactions.
Investments in derivative instruments may be for both hedging
and nonhedging purposes (that is, to seek to increase total
return) although suitable derivative instruments may not always
be available to the Investment Adviser for those 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 portfolios risk
through the use of derivative instruments may not be successful,
and the Investment Adviser may choose not to hedge certain
portfolio risks. Investing for nonhedging purposes is considered
a speculative practice and presents even greater risk of loss.
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Risks of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the reference asset
or other factors. The gross returns to be paid or
swapped between the parties are generally calculated
with respect to a notional amount, for example, the
increase or decrease in value of a particular dollar amount
invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
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81
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amount, if any, by which that notional amount
would have decreased in value had it been invested in such
stock. Therefore, in this case the return to the Fund on the
equity swap should be the gain or loss on the notional amount
plus dividends on the stock less the interest paid by the Fund
on the notional amount. In other cases, when the Fund takes a
short position, a counterparty may agree to pay the Fund the
amount, if any, by which the notional amount of the equity swap
would have decreased in value had the Fund sold a particular
stock (or group of stocks) short, less the dividend expense that
the Fund would have paid on the stock, as adjusted for interest
payments or other economic factors.
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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Risks of Illiquid Securities.
Each Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
|
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n
|
Repurchase agreements and time deposits with a
notice or demand period of more than seven days
|
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n
|
Certain over-the-counter options
|
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n
|
Certain structured securities and swap
transactions
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n
|
Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933
(144A Securities).
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Investing in 144A Securities may decrease the
liquidity of a Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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82
APPENDIX A
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Securities purchased by a 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 securities in a Funds
portfolio become illiquid, the Fund may exceed its
15 percent limitation in illiquid securities. In the event
that changes in the portfolio or other external events cause the
investments in illiquid instruments to exceed 15 percent of
a 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 a 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 a Funds portfolio securities is available, the
portfolio securities 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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Credit/Default Risks.
Debt securities purchased by the
Funds may include securities (including zero coupon bonds)
issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
government, 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, which is available upon request.
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Debt securities rated BBB or higher by
Standard & Poors Rating Group (Standard &
Poors), or Baa or higher by Moodys
Investors Service, Inc. (Moodys) or having a
comparable rating by another NRSRO are considered
investment grade. Securities rated BBB or Baa
are considered medium-grade obligations with speculative
characteristics, and adverse economic conditions or changing
circumstances may weaken their issuers capacity to pay
interest and repay principal. A security will be deemed to have
met a rating requirement if it
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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 a 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 a
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 a
Fund and its shareholders.
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Certain Funds may invest in fixed-income
securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered predominantly speculative
and may be questionable as to principal and interest payments.
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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 a
Funds portfolio is downgraded by a rating organization,
the market price and liquidity of such security may be adversely
affected.
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Temporary Investment Risks.
Each Fund may, for temporary
defensive purposes, invest a certain percentage of its total
assets in:
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n
|
U.S. government securities
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n
|
Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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n
|
Certificates of deposit
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n
|
Bankers acceptances
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n
|
Repurchase agreements
|
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n
|
Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
|
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n
|
Cash items
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When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of a Funds shares. Redemptions by these funds,
accounts or individuals of their holdings in a Fund may impact
the Funds liquidity
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84
APPENDIX A
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and NAV. These redemptions may also force a Fund
to sell securities, which may negatively impact the Funds
brokerage and tax costs.
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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 Funds, including their associated risks.
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The Funds 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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Convertible Securities.
Each Fund may invest in
convertible securities. Convertible securities are preferred
stock or debt obligations that are convertible into common
stock. Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. Convertible securities in which a Fund invests are
subject to the same rating criteria as its other investments in
fixed income securities. Convertible securities have both equity
and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security
exceeds the conversion price of the convertible security, the
convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed
income security, tends to trade increasingly on a yield basis,
and thus may not decline in price to the same extent as the
underlying common stock.
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Foreign Currency Transactions.
Certain Funds may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract. A Fund may engage in foreign currency transactions
for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. In addition,
certain Funds may enter into foreign currency transactions to
seek a closer correlation between the Funds overall
currency exposures and the currency exposures of the Funds
performance benchmark. Certain Funds may also enter into such
transactions to seek to increase total return, which is
considered a speculative practice.
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Some Funds may also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. A Fund may
hold foreign currency received in connection with investments in
foreign securities when, in the judgment of the Investment
Adviser, it would be beneficial to convert such currency into
U.S. dollars at a later date (
e.g.
the Investment Adviser
may anticipate the foreign currency to appreciate against the
U.S. dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, a Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Because these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive a Fund of unrealized profits, transaction
costs or the benefits of a currency hedge or could force the
Fund to cover its purchase or sale commitments, if any, at the
current market price. As an investment company registered with
the SEC, each 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.
Each Fund may invest in structured
securities. Structured securities are securities whose value is
determined by reference to changes in the value of specific
currencies, 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
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APPENDIX A
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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, a 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, equity linked notes. An equity linked note is a note
whose performance is tied to a single stock, a stock index or a
basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked notes will be considered equity securities
for purposes of a Funds investment objective and policies.
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REITs.
Each
Fund may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable
income tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these
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risks may be heightened. A Fund will indirectly
bear its proportionate share of any expenses, including
management fees, paid by a REIT in which it invests.
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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.
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A call option gives the purchaser of the option
the right to buy, and the writer (seller) of the option the
obligation to sell, the underlying instrument during the option
period. Each Fund may write (sell) covered call and put options
and purchase put and call options on any securities in which the
Fund may invest or on any securities index consisting of
securities in which it may invest. A Fund may also, to the
extent consistent with its investment policies, purchase and
sell (write) put and call options on foreign currencies.
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase a
Funds transaction costs. Options written or purchased by
the Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing on option, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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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 Funds may engage in
futures transactions on both U.S. and foreign exchanges (except
that the U.S. Equity Dividend and Premium Fund and
Structured Tax-Managed Equity Fund may only engage in futures
transactions with respect to U.S. equity indices).
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APPENDIX A
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Each Fund may purchase and sell futures
contracts, and purchase and write call and put options on
futures contracts, in order to seek to increase total return or
to hedge against changes in interest rates, securities prices
or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage its term structure,
sector selections and duration in accordance with its investment
objective and policies. Each Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of each Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act, and therefore
is not subject to registration or regulation as a pool operator
under that Act with respect to the Funds.
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Futures contracts and related options present the
following risks:
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While a Fund may benefit from the use of futures
and options on futures, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in
poorer overall performance than if the Fund had not entered into
any futures contracts or options transactions.
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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 a Fund may be exposed to additional risk of
loss.
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The loss incurred by a Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of a 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 a 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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A Fund must set aside liquid assets,
or engage in other appropriate measures to cover
open positions with respect to its transactions in futures
contracts and options on futures contracts. In the case of
futures contracts that do not cash settle, for example, a 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, a 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. Each
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
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only its net obligations under cash-settled
futures contracts, a 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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Equity Swaps.
Each Fund may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by a Fund to invest in
a market without owning or taking physical custody of securities
in circumstances in which direct investment may be restricted
for legal reasons or is otherwise deemed impractical or
disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that the Investment Adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, a Fund
may suffer a loss, which may be substantial. The value of some
components of an equity swap (such as the dividends on a common
stock) may also be sensitive to changes in interest rates.
Furthermore, a Fund may suffer a loss if the counterparty
defaults. Because equity swaps are normally illiquid, a Fund may
be unable to terminate its obligations when desired. When
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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When-Issued Securities and Forward
Commitments.
Each Fund may
purchase when-issued securities and make contracts to purchase
or sell securities for a fixed price at a future date beyond
customary settlement time. When-issued securities are securities
that have been authorized, but not yet issued. When-issued
securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment involves the
entering into a contract to purchase or sell securities for a
fixed price at a future date beyond the customary settlement
period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although a Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, a Fund may dispose of when-issued securities
or forward commitments prior to settlement if the Investment
Adviser deems it appropriate. When purchasing a security on a
when-issued basis or entering into a forward commitment, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligations.
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90
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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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If the other party or seller
defaults, a Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with delay and enforcement
of the repurchase agreement. In addition, in the event of
bankruptcy of the seller, a Fund could suffer additional losses
if a court determines that the Funds interest in the
collateral is not enforceable.
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Certain Funds, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Fund may engage in securities
lending. Securities lending involves the lending of securities
owned by a Fund to financial institutions such as certain
broker-dealers including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loan
continuously with cash, cash equivalents, U.S. government
securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by a Fund in short-term investments, including
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 a Fund will be responsible for any loss that
might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of a Fund
(including the loan collateral). Loan collateral (including any
investment of the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed-income securities and cash equivalents.
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A Fund may lend its securities to increase its
income. A Fund may, however, experience delay in the recovery of
its securities or incur a loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Short Sales Against-the-Box.
Certain Funds may make short sales
against-the-box. A short sale against-the-box means that at all
times when a short position is open
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the Fund will own an equal amount of securities
sold short, or securities convertible into or exchangeable for,
without payment of any further consideration, an equal amount of
the securities of the same issuer as the securities sold short.
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Preferred Stock, Warrants and Rights.
Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the 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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Other Investment Companies.
Each Fund may invest in securities
of other investment companies (including exchange-traded funds
such as SPDRs and iShares, as defined below) subject to
statutory limitations prescribed by the Investment Company Act.
These limitations include in certain circumstances a prohibition
on any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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. A Fund may rely on these exemptive orders to invest in
unaffiliated ETFs.
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The use of ETFs is intended to help a 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;
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APPENDIX A
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(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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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, a 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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A Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. Although the Funds do not expect to
do so in the foreseeable future, each Fund is authorized to
invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the
same investment objective, policies and fundamental restrictions
as the Fund.
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Unseasoned Companies.
Each Fund may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest and repay principal. Each Fund
may invest in corporate debt obligations issued by U.S. and
certain non-U.S. issuers which issue securities denominated in
the U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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Bank Obligations.
Each Fund may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
government regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
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cost of funds for the purpose of financing
lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play
an important part in the operation of this industry.
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U.S. Government Securities.
Each Fund may invest in U.S.
Government Securities. U.S. Government Securities include U.S.
Treasury obligations and obligations issued or guaranteed by
U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation-protected securities whose
principal value is periodically adjusted according to the rate
of inflation.
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Custodial Receipts and Trust Certificates.
Each Fund may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which a Fund may invest. The custodial receipts or
trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes a Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, a Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust.
Each Fund may also invest in separately issued interests in
custodial receipts and trust certificates.
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Borrowings.
Each Fund can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
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Mortgage Dollar Rolls.
The Structured International
Tax-Managed Equity Fund may enter into mortgage dollar rolls. A
mortgage dollar roll involves the sale by a Fund of securities
for delivery in the current month. The Fund simultaneously
contracts with the same counterparty to repurchase substantially
similar (same type,
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APPENDIX A
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coupon and maturity) but not identical securities
on a specified future date. During the roll period, the Fund
loses the right to receive principal and interest paid on the
securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the
securities sold and (b) the lower forward price for the
future purchase and/or fee income plus the interest earned on
the cash proceeds of the securities sold. Unless the benefits of
a mortgage dollar roll exceed the income, capital appreciation
and gain or loss due to mortgage prepayments that would have
been realized on the securities sold as part of the roll, the
use of this technique will diminish the Funds performance.
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Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, a Fund may experience a
loss. The Fund does not currently intend to enter into mortgage
dollar rolls for financing and does not treat them as borrowings.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit 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 exposure to the
performance of an index), or the right to receive a payment from
the other party, upon the occurrence of specified credit events.
Currency swaps involve the exchange of the parties
respective rights to make or receive payments in specified
currencies. Total return swaps give a Fund the right to receive
the appreciation in the value of a specified security, index or
other instrument in return for a fee paid to the counterparty,
which will typically be an agreed upon interest rate. If the
underlying asset in a total return swap declines in value over
the term of the swap, the Fund may also be required to pay the
dollar value of that decline to the counterparty. Certain Funds
may also purchase and write (sell) options contracts on swaps,
commonly referred to as swaptions. A swaption is an option to
enter into a swap agreement. Like other types of options, the
buyer of a swaption pays a non-refundable premium for the option
and obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is
exercised) to enter into an underlying swap on agreed-upon
terms. The purchase of an interest rate cap
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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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Certain Funds may enter into the transactions
described above for hedging purposes or to seek to increase
total return. As an example, when a 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 a 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. A 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.
|
|
|
|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
When entering into swap contracts or writing options, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the swap or option contract.
|
|
|
|
Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate
|
96
APPENDIX A
|
|
|
varies by a magnitude that exceeds the magnitude
of the change in the index rate of interest. The higher the
degree of leverage of an inverse floater, the greater the
volatility of its market value.
|
97
|
|
|
Appendix B
Financial Highlights
|
|
|
|
The financial highlights tables are intended to
help you understand a Funds financial performance for the
past five years (or less if the Fund has been in operation for
less than five years). Certain information reflects financial
results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on
an investment in a Fund (assuming reinvestment of all dividends
and distributions). The information for the fiscal period ended
December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, whose report, along with a
Funds financial statements, is included in a Funds
annual report (available upon request). The information for the
U.S. Equity Dividend and Premium Fund for the fiscal periods
ended December 31, 2006 and 2005 has been audited by
PricewaterhouseCoopers LLP. The information for the fiscal years
ended December 31, 2006, 2005, 2004 and 2003 for the
Structured Tax-Managed Equity Fund has been audited by the
Funds prior independent registered public accounting firm.
|
|
|
|
|
No financial highlights for the Goldman Sachs
International Equity Dividend and Premium Fund and Structured
International Tax-Managed Equity Fund is included in this
section because such Funds had not yet commenced operations as
of December 31, 2007.
|
|
U.S. EQUITY DIVIDEND
AND PREMIUM FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Shares
|
|
C Shares
|
|
|
|
|
|
|
|
For the
|
|
For the
|
|
For the
|
|
For the
|
|
For the
|
|
For the
|
|
|
Year Ended
|
|
Year Ended
|
|
Period Ended
|
|
Year Ended
|
|
Year Ended
|
|
Period Ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
(commenced
|
|
|
|
|
|
(commenced
|
|
|
2007
|
|
2006
|
|
August 31, 2005)
|
|
2007
|
|
2006
|
|
August 31, 2005)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
10.97
|
|
|
$
|
10.09
|
|
|
$
|
10.00
|
|
|
$
|
10.99
|
|
|
$
|
10.09
|
|
|
$
|
10.00
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.29
|
c
|
|
|
0.34
|
d
|
|
|
0.13
|
|
|
|
0.20
|
c
|
|
|
0.26
|
d
|
|
|
0.12
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
0.05
|
|
|
|
1.11
|
|
|
|
0.07
|
|
|
|
0.06
|
|
|
|
1.10
|
|
|
|
0.06
|
|
|
|
|
|
Total from investment
operations
|
|
|
0.34
|
|
|
|
1.45
|
|
|
|
0.20
|
|
|
|
0.26
|
|
|
|
1.36
|
|
|
|
0.18
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.29
|
)
|
|
|
(0.28
|
)
|
|
|
(0.09
|
)
|
|
|
(0.22
|
)
|
|
|
(0.17
|
)
|
|
|
(0.07
|
)
|
|
|
|
|
From net realized gains
|
|
|
(0.68
|
)
|
|
|
(0.28
|
)
|
|
|
(0.02
|
)
|
|
|
(0.68
|
)
|
|
|
(0.28
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
From tax return of capital
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.97
|
)
|
|
|
(0.57
|
)
|
|
|
(0.11
|
)
|
|
|
(0.90
|
)
|
|
|
(0.46
|
)
|
|
|
(0.09
|
)
|
|
|
|
Net asset value, end of
period
|
|
$
|
10.34
|
|
|
$
|
10.97
|
|
|
$
|
10.09
|
|
|
$
|
10.35
|
|
|
$
|
10.99
|
|
|
$
|
10.09
|
|
|
|
|
Total return
b
|
|
|
2.99
|
%
|
|
|
14.53
|
%
e
|
|
|
2.02
|
%
|
|
|
2.19
|
%
|
|
|
13.64
|
%
e
|
|
|
1.82
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
240,787
|
|
|
$
|
181,756
|
|
|
$
|
38,977
|
|
|
$
|
16,209
|
|
|
$
|
8,201
|
|
|
$
|
1,031
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.24
|
%
|
|
|
1.24
|
%
|
|
|
1.24
|
%
g
|
|
|
1.99
|
%
|
|
|
1.99
|
%
|
|
|
1.99
|
%
g
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.57
|
%
c
|
|
|
3.25
|
%
d
|
|
|
3.98
|
%
g
|
|
|
1.78
|
%
c
|
|
|
2.48
|
%
c
|
|
|
3.65
|
%
g
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.26
|
%
|
|
|
1.53
|
%
|
|
|
2.61
|
%
g
|
|
|
2.01
|
%
|
|
|
2.28
|
%
|
|
|
3.20
|
%
g
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.55
|
%
c
|
|
|
2.96
|
%
d
|
|
|
2.61
|
%
g
|
|
|
1.76
|
%
c
|
|
|
2.19
|
%
c
|
|
|
2.43
|
%
g
|
|
|
|
|
Portfolio turnover rate
|
|
|
53
|
%
|
|
|
63
|
%
|
|
|
21
|
%
|
|
|
53
|
%
|
|
|
63
|
%
|
|
|
21
|
%
|
|
See page 102 for all footnotes.
98
APPENDIX B
STRUCTURED TAX-MANAGED
EQUITY FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
11.72
|
|
|
$
|
10.39
|
|
|
$
|
9.56
|
|
|
$
|
8.09
|
|
|
$
|
6.27
|
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.08
|
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
0.06
|
|
|
|
0.02
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.20
|
)
|
|
|
1.32
|
|
|
|
0.80
|
|
|
|
1.45
|
|
|
|
1.80
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.12
|
)
|
|
|
1.40
|
|
|
|
0.84
|
|
|
|
1.51
|
|
|
|
1.82
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.07
|
)
|
|
|
(0.07
|
)
|
|
|
(0.01
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
From tax return of capital
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.10
|
)
|
|
|
(0.07
|
)
|
|
|
(0.01
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.50
|
|
|
$
|
11.72
|
|
|
$
|
10.39
|
|
|
|
9.56
|
|
|
$
|
8.09
|
|
|
|
|
Total return
b
|
|
|
(0.92
|
)%
|
|
|
13.34
|
%
|
|
|
8.77
|
%
|
|
|
18.69
|
%
|
|
|
29.03
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
241,192
|
|
|
$
|
138,732
|
|
|
$
|
76,268
|
|
|
$
|
40,125
|
|
|
$
|
35,664
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.10
|
%
|
|
|
1.09
|
%
|
|
|
1.19
|
%
|
|
|
1.21
|
%
|
|
|
1.25
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.65
|
%
|
|
|
0.77
|
%
|
|
|
0.45
|
%
|
|
|
0.64
|
%
|
|
|
0.25
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.24
|
%
|
|
|
1.32
|
%
|
|
|
1.55
|
%
|
|
|
1.57
|
%
|
|
|
1.57
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
0.51
|
%
|
|
|
0.54
|
%
|
|
|
0.10
|
%
|
|
|
0.28
|
%
|
|
|
(0.07
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
73
|
%
|
|
|
90
|
%
|
|
|
92
|
%
|
|
|
102
|
%
|
|
|
73
|
%
|
|
See page 102 for all footnotes.
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
11.30
|
|
|
$
|
10.04
|
|
|
$
|
9.30
|
|
|
$
|
7.90
|
|
|
$
|
6.16
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
(loss)
a
|
|
|
(0.01
|
)
|
|
|
|
f
|
|
|
(0.03
|
)
|
|
|
(0.01
|
)
|
|
|
(0.03
|
)
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.19
|
)
|
|
|
1.26
|
|
|
|
0.77
|
|
|
|
1.41
|
|
|
|
1.77
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.20
|
)
|
|
|
1.26
|
|
|
|
0.74
|
|
|
|
1.40
|
|
|
|
1.74
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.10
|
|
|
$
|
11.30
|
|
|
$
|
10.04
|
|
|
$
|
9.30
|
|
|
$
|
7.90
|
|
|
|
|
Total return
b
|
|
|
(1.77
|
)%
|
|
|
12.55
|
%
|
|
|
7.96
|
%
|
|
|
17.72
|
%
|
|
|
28.25
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
20,010
|
|
|
$
|
24,820
|
|
|
$
|
25,218
|
|
|
$
|
27,405
|
|
|
$
|
26,689
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.85
|
%
|
|
|
1.84
|
%
|
|
|
1.94
|
%
|
|
|
1.96
|
%
|
|
|
2.00
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.11
|
)%
|
|
|
(0.01
|
)%
|
|
|
(0.33
|
)%
|
|
|
(0.12
|
)%
|
|
|
(0.50
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.99
|
%
|
|
|
2.07
|
%
|
|
|
2.29
|
%
|
|
|
2.32
|
%
|
|
|
2.32
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.25
|
)%
|
|
|
(0.24
|
)%
|
|
|
(0.68
|
)%
|
|
|
(0.48
|
)%
|
|
|
(0.82
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
73
|
%
|
|
|
90
|
%
|
|
|
92
|
%
|
|
|
102
|
%
|
|
|
73
|
%
|
|
See page 102 for all footnotes.
100
APPENDIX B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
11.27
|
|
|
$
|
10.02
|
|
|
$
|
9.28
|
|
|
$
|
7.88
|
|
|
$
|
6.15
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
(loss)
a
|
|
|
(0.01
|
)
|
|
|
|
f
|
|
|
(0.03
|
)
|
|
|
(0.01
|
)
|
|
|
(0.03
|
)
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.19
|
)
|
|
|
1.25
|
|
|
|
0.77
|
|
|
|
1.41
|
|
|
|
1.76
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.20
|
)
|
|
|
1.25
|
|
|
|
0.74
|
|
|
|
1.40
|
|
|
|
1.73
|
|
|
|
|
Distribution to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From tax return of capital
|
|
|
|
f
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.06
|
|
|
$
|
11.27
|
|
|
$
|
10.02
|
|
|
$
|
9.28
|
|
|
$
|
7.88
|
|
|
|
|
Total return
b
|
|
|
(1.75
|
)%
|
|
|
12.48
|
%
|
|
|
7.97
|
%
|
|
|
17.77
|
%
|
|
|
28.13
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
30,008
|
|
|
$
|
29,340
|
|
|
$
|
22,687
|
|
|
$
|
22,431
|
|
|
$
|
22,832
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.85
|
%
|
|
|
1.84
|
%
|
|
|
1.94
|
%
|
|
|
1.96
|
%
|
|
|
2.00
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
(0.10
|
)%
|
|
|
0.01
|
%
|
|
|
(0.33
|
)%
|
|
|
(0.12
|
)%
|
|
|
(0.50
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.99
|
%
|
|
|
2.07
|
%
|
|
|
2.29
|
%
|
|
|
2.32
|
%
|
|
|
2.32
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.24
|
)%
|
|
|
(0.22
|
)%
|
|
|
(0.68
|
)%
|
|
|
(0.48
|
)%
|
|
|
(0.82
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
73
|
%
|
|
|
90
|
%
|
|
|
92
|
%
|
|
|
102
|
%
|
|
|
73
|
%
|
|
See page 102 for all footnotes.
101
Footnotes:
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
b
|
|
Assumes investment at the net asset value at
the beginning of the period, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Total returns for
periods less than one full year are not annualized. Returns do
not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or the redemption of Fund
shares.
|
|
c
|
|
Amounts include income recognized from a
special dividend which equaled $0.05 per share and 0.43% of
average net assets.
|
|
|
d
|
|
Amounts include income recognized from special
dividends which equal $0.10 per share and 0.93% of average
net assets.
|
|
|
e
|
|
Total return for the U.S. Equity Dividend
and Premium Fund reflects the impact of payments received for
special dividends recorded this year. Excluding such payments,
the total return would have been 13.52% and 12.74% for
Class A and Class C Shares, respectively.
|
|
|
f
|
|
Less than $0.005 per share.
|
|
|
g
|
|
Annualized.
|
|
102
This page intentionally left blank.
This page intentionally left blank.
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
7 Fund
Investment Objectives and Strategies
|
|
|
7
|
|
Goldman Sachs U.S. Equity Dividend and
Premium Fund
|
|
|
10
|
|
Goldman Sachs International Equity Dividend and
Premium Fund
|
|
|
13
|
|
Goldman Sachs Structured
Tax-Managed Equity Fund
|
|
|
15
|
|
Goldman Sachs Structured International
Tax-Managed Equity Fund
|
|
|
|
17
Other Investment Practices and Securities
|
|
|
|
19
Principal Risks of the Funds
|
|
|
|
23 Fund
Performance
|
|
|
|
27 Fund
Fees and Expenses
|
|
|
|
35
Service Providers
|
|
|
|
40
Dividends
|
|
|
|
42
Shareholder Guide
|
|
|
42
|
|
How To Buy Shares
|
|
|
58
|
|
How To Sell Shares
|
|
|
|
71
Taxation
|
|
|
|
74
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and
Techniques
|
|
|
|
98
Appendix B
Financial
Highlights
|
|
|
|
Structured Tax-Advantaged
Equity Funds Prospectus
(Class A, B and C
Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
Additional information about the Funds and their
policies is also available in the Funds SAI. The SAI is
incorporated by reference into this Prospectus (is legally
considered part of this Prospectus).
|
|
|
|
The Funds annual and semi-annual reports
and 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 and the SAI at the Funds website:
http://www.goldmansachsfunds.com.
|
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-526-7384
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, Illinois 60606-6306
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
541700
SPECADVABC
Prospectus
|
|
|
Service
Shares
|
|
|
April 29, 2008
|
GOLDMAN
SACHS STRUCTURED TAX-ADVANTAGED EQUITY FUNDS
|
|
|
|
|
n
Goldman
Sachs Structured Tax-Managed Equity Fund
|
|
|
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
|
|
|
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOT
FDIC-INSURED
|
|
May Lose
Value
|
|
No Bank
Guarantee
|
|
|
|
|
General Investment
Management Approach
|
|
|
Goldman Sachs Asset Management, L.P.
(GSAM) serves as investment adviser to the
Structured Tax-Managed Equity Fund (formerly, CORE
SM
Tax-Managed Equity Fund) (the Fund). GSAM is
referred to in this Prospectus as the Investment
Adviser.
|
STRUCTURED
TAX-MANAGED EQUITY FUND
|
|
|
|
Goldman
Sachs Structured Tax-Managed Investment
Philosophy:
|
|
This Fund uses Goldman Sachs quantitative
style of funds management which emphasizes the three building
blocks of active management:
fundamentally-based stock
selection, careful portfolio construction
and
efficient
implementation.
|
|
|
Step 1: Stock
Selection
|
|
The Investment Adviser attempts to forecast
returns on approximately 10,000 stocks globally on a daily
basis using proprietary CORE
SM
(Computer-Optimized, Research-Enhanced) models
developed by the Quantitative Investment Strategies
(QIS) group. These quantitative models are based on
six investment themes Valuation, Profitability,
Quality, Management, Momentum and Sentiment. The
Valuation
theme attempts to capture potential mispricings of
securities, typically by comparing a measure of the
companys intrinsic value to its market value.
Profitability
assesses whether the company is earning
more than its cost of capital.
Quality
evaluates whether
the companys earnings are coming from more persistent,
cash-based sources, as opposed to accruals.
Management
assesses the companys management strategy and
behavior.
Momentum
predicts drift in stock prices caused
by under-reaction to company-specific information. Finally, the
Sentiment
theme looks at how Wall Street analysts
views about a companys earnings and prospects are changing
over time.
|
1
|
|
|
Step 2: Portfolio
Construction
|
|
|
The Investment Adviser uses a proprietary risk
model to help manage the expected deviation of the
portfolios returns from those of the benchmark. The model,
which attempts to identify and measure the comparative risks
between equity investments as accurately as possible, by
including in the risk model all of the above themes used in the
return model, as well as several other factors that the
Investment Adviser believes are associated with risk but not
return. In this process, the Investment Adviser seeks to add
value over the benchmark by overweighting stocks with attractive
characteristics (as defined by the return model) and
underweighting stocks with poor characteristics relative to the
stocks benchmark weights. At the same time, the Investment
Adviser seeks to manage risk by controlling active stock
positions as well as exposure to other characteristics such as
size and sector allocations relative to the benchmark. A
computer optimizer
evaluates many different security
combinations (considering many possible weightings) in an effort
to construct the most efficient risk/return portfolio
given the Funds benchmark.
|
|
|
Step 3: Efficient
Implementation
|
|
|
The portfolio management team considers
transaction costs at each step of the investment process. The
team incorporates expected portfolio turnover when assigning
weights to the variables of the multifactor model. The team also
factors expected execution costs into portfolio construction and
evaluates multiple trading options. The team then selects the
trading strategy it believes will minimize the total transaction
costs to the Fund.
|
|
|
|
Goldman Sachs Structured Tax-Managed
Equity Fund is a fully invested portfolio that offers broad
access to a well-defined stock universe, seeks to outperform its
benchmark on an after-tax basis through consistent, disciplined
stock selection, and is intended to be an effective tool for
implementing a tax-managed strategy within an overall investment
portfolio.
|
________________________________________________________________________________
2
|
|
|
Fund Investment Objective
and Strategies
|
|
|
|
Goldman Sachs
Structured Tax-Managed Equity Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term after-tax growth
of capital
|
|
|
|
|
Benchmark:
|
|
Russell 3000 Index
|
|
|
|
|
Investment
Focus:
|
|
A total market, broadly
diversified portfolio of U.S. equity investments
|
|
|
|
|
Investment
Style:
|
|
Tax-managed quantitative
focus
|
|
|
|
|
Symbol:
|
|
GCTSX
|
|
|
|
|
The Fund seeks to provide long-term after-tax
growth of capital through tax-sensitive participation in a
broadly diversified portfolio of U.S. equity securities.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its net assets plus
any borrowings for investment purposes (measured at time of
purchase) (Net Assets) in equity investments in U.S.
issuers, including foreign issuers that are traded in the United
States.*
|
|
|
The Fund uses both a variety of quantitative
techniques and fundamental research when selecting investments
which have the potential to maximize the Funds after-tax
return, and minimize capital gains and income distributions. The
Fund will seek to maintain risk, style, capitalization and
industry characteristics similar to the Russell 3000 Index.
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in the
Funds policy to invest at least 80% of its Net Assets in
the particular type of investment suggested by its
name.
|
3
|
|
|
Goldman Sachs
Structured Tax-Managed
Equity Fund
continued
|
|
|
|
Tax-Managed
Investing.
In managing the Fund,
the Investment Adviser balances investment considerations and
tax considerations. The Fund seeks to achieve returns
|
|
|
|
primarily in the form of price appreciation
(which is not subject to current tax), and may use different
strategies in seeking tax-efficiency. These strategies include:
|
|
|
|
|
n
|
Offsetting long-term and short-term capital gains
with long-term and short-term capital losses and creating loss
carryforward positions
|
|
n
|
Limiting portfolio turnover that may result in
taxable gains
|
|
n
|
Selling tax lots of securities that have a higher
tax basis before selling tax lots of securities that have a
lower tax basis
|
|
|
|
In situations where the Fund would otherwise be
required to sell portfolio securities to meet shareholder
redemption requests (and possibly realizing taxable gains), the
Fund may borrow money to make the necessary redemption payments.
In addition, Goldman Sachs may, but would not in any instance be
required to, make contemporaneous purchases of Fund shares for
its own account that would provide the Fund with cash to meet
its redemption payment obligations.
|
|
|
When the Fund borrows money, the Investment
Adviser intends to hedge the excess market exposure created by
borrowing. There is no guarantee such hedging will be completely
effective.
|
|
|
The Fund may not achieve its investment objective
of providing after-tax growth of capital for various
reasons. Implementation of tax-managed investment strategies may
not materially reduce the amount of taxable income and capital
gains distributed by the Fund to shareholders.
|
|
|
Other.
The
Funds investments in fixed income securities are limited
to securities that are considered cash equivalents.
|
|
|
The Fund is not a suitable investment for IRAs,
other tax-exempt or tax-deferred accounts or for other investors
who are not sensitive to the federal income tax consequences of
their investments.
|
4
Other Investment Practices
and Securities
The tables below and 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 this table show allowable usage
only; for actual usage, consult the Funds
annual/semi-annual reports. For more information about these and
other investment practices and securities, see
Appendix A. The Fund publishes on its website
(http://www.goldmansachsfunds.com) complete portfolio holdings
for the Fund as of the end of each calendar quarter subject to a
fifteen 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 month-end top ten holdings subject to a
ten 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).
|
|
|
|
|
|
|
10
Percent of total assets (including securities lending collateral)
(italic
|
type)
|
10 Percent of net assets (excluding borrowings for investment purposes) (roman
|
type)
|
|
|
|
No specific percentage limitation on usage;
|
|
Structured
|
limited only by the objective and strategies
|
|
Tax-Managed
|
of the Fund
|
|
Equity
|
Not permitted
|
|
Fund
|
|
|
Investment
Practices
|
|
Borrowings
|
|
33 1/3
|
|
|
|
Custodial Receipts and
Trust Certificates
|
|
|
|
Equity
Swaps
*
|
|
15
|
|
|
Futures Contracts and
Options on Futures Contracts
|
|
2
|
|
Interest Rate Caps, Floors
and Collars
|
|
|
|
Investment Company
Securities (including exchange-traded funds)
|
|
10
|
|
|
|
Options on Securities and
Securities Indices
1
|
|
|
|
Repurchase Agreements
|
|
|
|
Securities Lending
|
|
33 1/3
|
|
|
Unseasoned Companies
|
|
|
|
Preferred Stock, Warrants
and Stock Purchase Rights
|
|
|
|
When-Issued Securities and
Forward Commitments
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
**
|
|
Limited by the amount each Fund may invest in
foreign securities.
|
1
|
|
The Fund may sell covered call and put options
and purchase call and put options.
|
2
|
|
The Structured Tax-Managed Equity Fund may
enter into futures transactions only with respect to
U.S. equity indices.
|
5
|
|
|
|
|
|
|
|
|
10
Percent of total assets (excluding securities lending collateral)
(italic
|
type)
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman
|
type)
|
|
|
Structured
|
No specific percentage limitation on usage;
|
|
Tax-Managed
|
limited only by the objective and strategies
|
|
Equity
|
of the Fund
|
|
Fund
|
Not permitted
|
|
|
|
|
Investment
Securities
|
|
American, European and
Global Depositary Receipts
|
|
|
|
3
|
|
Bank
Obligations
4
|
|
|
|
|
|
Convertible
Securities
5
|
|
|
|
|
|
Corporate Debt
Obligations
4
|
|
|
|
|
|
Equity Investments
|
|
|
80
|
+
|
|
Fixed Income Securities
|
|
|
20
6
|
|
Foreign Securities
|
|
|
|
7
|
|
|
Real Estate Investment
Trusts
|
|
|
|
|
|
Structured
Securities
*
4
|
|
|
|
|
|
Temporary Investments
|
|
|
35
|
|
|
U.S. Government
Securities
4
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
3
|
|
The Structured Tax-Managed Equity Fund does
not invest in European Depositary Receipts.
|
4
|
|
Limited by the amount the Fund invests in
fixed income securities.
|
5
|
|
Convertible securities purchased by the Fund
use the same rating criteria for convertible and non-convertible
debt securities.
|
6
|
|
Cash equivalents only.
|
7
|
|
Equity securities of foreign issuers must be
traded in the United States.
|
6
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.
|
|
|
|
|
|
|
|
Structured
|
|
|
Tax-Managed
|
Applicable
|
|
Equity
|
Not applicable
|
|
Fund
|
|
|
NAV
|
|
|
Stock
|
|
|
Derivatives
|
|
|
Management
|
|
|
Market
|
|
|
Liquidity
|
|
|
Investment Style
|
|
|
Mid Cap and Small Cap
|
|
|
Tax-Managed Investment Risk
|
|
|
|
General
Risks:
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of the Fund and the value of your
investment will fluctuate.
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have experienced periods of
substantial price volatility in the past and may do so again in
the future.
|
n
|
Derivatives
Risk
The risk that loss may
result from the Funds investments in options, futures,
swaps, structured securities and other derivative instruments.
These instruments may be illiquid, difficult to price and
leveraged so that small changes may produce disproportionate
losses to the Fund.
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Market
Risk
The risk that the value
of the securities in which 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.
|
7
|
|
n
|
Liquidity
Risk
The risk that the Fund
may invest to a greater degree in instruments 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 instruments 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. To meet redemption
requests, the Fund may be forced to sell liquid securities, at
an unfavorable time and conditions.
|
|
|
|
Because the Fund invests in REITs, it may be
especially subject to the risk that during certain periods, the
liquidity of particular issuers or industries, or all securities
within particular investment categories, will shrink or
disappear suddenly and without warning as a result of adverse
economic, market or political events, or adverse investor
perceptions, whether or not accurate.
|
|
|
Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) may 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 a Funds NAV.
|
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. The Fund
may outperform or underperform other funds that employ a
different investment style. Examples of different investment
styles include growth and value investing. Growth stocks may be
more volatile than other stocks because they are more sensitive
to investor perceptions of the issuing companys growth of
earnings potential. Growth companies are often expected by
investors to increase their earnings at a certain rate. When
these expectations are not met, investors can punish the stocks
inordinately even if earnings showed an absolute increase. Also,
since growth companies usually invest a high portion of earnings
in their business, growth stocks may lack the dividends of some
value stocks that can cushion stock prices in a falling market.
Growth oriented funds will typically underperform when value
investing is in favor. Value stocks are those that are
undervalued in comparison to their peers due to adverse business
developments or other factors.
|
n
|
Mid Cap and Small Cap
Risk
The securities of small
capitalization and mid-capitalization companies involve greater
risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price
movements. Securities of such issuers may lack sufficient market
liquidity to enable the Fund to effect sales at an advantageous
time or without a substantial drop in price. Both mid-cap and
small-cap companies often have narrower markets and
|
8
PRINCIPAL RISKS OF THE FUND
|
|
|
more limited managerial and financial resources
than larger, more established companies. As a result, their
performance can be more volatile and they face greater risk of
business failure, which could increase the volatility of the
Funds portfolio. Generally, the smaller the company size,
the greater these risks.
|
Other
Specific Risks:
|
|
n
|
Tax-Managed Investment
Risk
Because the Investment
Adviser balances investment considerations and tax
considerations, the pre-tax performance of the Fund may be lower
than the performance of similar funds that are not tax-managed.
This is because the Investment Adviser may choose not to make
certain investments that may result in taxable distributions.
Even though tax-managed strategies are being used, they may not
reduce the amount of taxable income and capital gains
distributed by the Fund to shareholders. A high percentage of
the Funds NAV may consist of unrealized capital gains,
which represent a potential future tax liability to
shareholders. The Structured Tax-Managed Equity Fund is not a
suitable investment for IRAs, other tax-exempt or tax-deferred
accounts or for other investors who are not sensitive to the
federal income tax consequences of their investments.
|
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.
9
HOW THE
FUND HAS PERFORMED
|
|
|
|
The bar charts and tables on the following pages
provide an indication of the risks of investing in the Fund by
showing: (a) changes in the performance of the Funds
Service Shares from year to year; and (b) how the average
annual total returns of the Funds Service Shares compare
to those of broad-based securities market indices. The bar chart
(including Best Quarter and Worst
Quarter information) and table assume reinvestment of
dividends and distributions. The Funds past performance,
before and after taxes, is not necessarily an indication of how
the Fund will perform in the future. Performance reflects
expense limitations in effect. If expense limitations were not
in place, the Funds performance would have been reduced.
|
INFORMATION ON
AFTER-TAX RETURNS
|
|
|
|
These definitions apply to the after-tax returns.
|
|
|
Average
Annual Total Returns Before
Taxes.
These returns do not
reflect taxes on distributions on the Funds Service Shares
nor do they show how performance can be impacted by taxes when
shares are redeemed (sold) by you.
|
|
|
Average
Annual Total Returns After Taxes on
Distributions.
These returns
assume that taxes are paid on distributions on the Funds
Service Shares (
i.e.,
dividends and capital gains) but do
not reflect taxes that may be incurred upon redemption (sale) of
the Service Shares at the end of the performance period.
|
|
|
Average
Annual Total Returns After Taxes on Distributions and Sale of
Shares.
These returns reflect
taxes paid on distributions on the Funds Service Shares
and taxes applicable when the shares are redeemed (sold).
|
|
|
Note on
Tax Rates.
The after-tax
performance figures are calculated using the historically
highest individual federal marginal income tax rates at the time
of the distributions and do not reflect state and local taxes.
In calculating the federal income taxes due on redemptions,
capital gains taxes resulting from a redemption are subtracted
from the redemption proceeds and the tax benefits from capital
losses resulting from the redemption are added to the redemption
proceeds. Under certain circumstances, the addition of the tax
benefits from capital losses resulting from redemptions may
cause the Returns After Taxes on Distributions and Sale of Fund
Shares to be greater than the Returns After Taxes on
Distributions or even the Returns Before Taxes.
|
10
FUND PERFORMANCE
Structured Tax-Managed Equity
Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q2
03 +14.59%
Worst
Quarter*
Q3
02 -15.33%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Service Shares
(Inception
4/3/00)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-1.10%
|
|
|
|
13.25%
|
|
|
|
2.02%
|
|
Returns After Taxes on
Distributions**
|
|
|
-1.21%
|
|
|
|
13.21%
|
|
|
|
1.98%
|
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-0.58%
|
|
|
|
11.63%
|
|
|
|
1.72%
|
|
Russell 3000 Index***
|
|
|
5.14%
|
|
|
|
13.62%
|
|
|
|
1.99%
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rates
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
***
|
|
The unmanaged Russell 3000 Index measures the
performance of the 3,000 largest U.S. companies based on total
market capitalization. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
11
Fund Fees and Expenses
(Service Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Service Shares of the Fund.
|
|
|
|
|
|
|
|
Structured
|
|
|
Tax-Managed
|
|
|
Equity
|
|
|
Fund
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
1
|
|
|
|
|
Management
Fees
2
*
|
|
|
0.70%
|
|
Other Expenses
|
|
|
0.63%
|
|
|
Service Fees
3
|
|
|
0.25
|
%
|
|
Shareholder Administration
Fees
|
|
|
0.25
|
%
|
|
All Other
Expenses
4
*
|
|
|
0.13
|
%
|
|
Total Fund Operating
Expenses*
|
|
|
1.33%
|
|
|
See page 13 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, All Other
Expenses and Total Fund Operating Expenses
shown in the table above do not reflect voluntary fee waivers
and/or expense limitations currently in place with respect to
the Fund. The Funds Management Fees, All
Other Expenses and Total Fund Operating
Expenses, after application of current waivers and expense
limitations, are as set forth below. These waivers and 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 Management Fees,
All Other Expenses and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
Structured
|
|
|
Tax-Managed
|
|
|
Equity
|
|
|
Fund
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
1
|
|
|
|
|
Management Fees
2
|
|
|
0.65%
|
|
Other Expenses
|
|
|
0.54%
|
|
|
Service Fees
3
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
All Other Expenses
4
|
|
|
0.04
|
%
|
|
Total Fund Operating Expenses (after
current waivers and expense limitations)
|
|
|
1.19%
|
|
|
12
FUND FEES AND EXPENSES
|
|
|
1
|
|
The Funds annual operating expenses are
based on actual expenses incurred for the fiscal year ended
December 31, 2007.
|
2
|
|
The Investment Adviser is entitled to a
management fee at annual rates equal to the following
percentages of the average daily net assets of the
Fund:
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
Fund
|
|
Annual Rate
|
|
Net Assets
|
|
|
Structured Tax-Managed Equity
|
|
|
0.70%
|
|
|
|
First $1 billion
|
|
|
|
|
0.63%
|
|
|
|
Next $1 billion
|
|
|
|
|
0.60%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
Additionally, the Investment Adviser is
currently voluntarily waiving a portion of its management fee
equal to 0.05% based on the average daily net assets of the
Structured Tax-Managed Equity Fund. As a result, the Investment
Adviser is currently receiving a management fee from the Fund at
the annual rate of 0.65%.
|
|
3
|
|
Service Organizations (as defined in the
Shareholder Guide) may charge other fees to their
customers who are beneficial owners of Service Shares in
connection with their customers accounts. Such fees may
affect the return customers realize with respect to their
investments.
|
4
|
|
All 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
Service Shares, plus all other ordinary expenses not detailed
above. The Investment Adviser has voluntarily agreed to reduce
or limit All Other Expenses (excluding management
fees, transfer agency fees and expenses, service fees,
shareholder administration fees, taxes, interest, brokerage fees
and litigation, indemnification, shareholder meeting and other
extraordinary expenses, exclusive of any custody and transfer
agent fee credit reductions) to the following percentages of the
Funds average daily net assets:
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Fund
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Tax-Managed Equity
|
|
|
0.004
|
|
|
|
13
Fund Fees and Expenses
continued
Example
The following Example is intended to help you
compare the cost of investing in the Fund (without the waivers
and expense limitations) with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in
Service Shares of the Fund for the time periods indicated and
then redeem all of your Service Shares at the end of those
periods. The Example also assumes that your investment has a 5%
return each year and that 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
|
|
5 Years
|
|
10 Years
|
|
|
Structured Tax-Managed
Equity
|
|
$
|
135
|
|
|
$
|
421
|
|
|
$
|
729
|
|
|
$
|
1,601
|
|
|
Service Organizations that invest in Service
Shares on behalf of their customers may charge other fees
directly to their customer accounts in connection with their
investments. You should contact your Service Organization for
information regarding such charges. Such fees, if any, may
affect the return such customers realize with respect to their
investments.
Certain Service Organizations that invest in
Service Shares on behalf of their customers may receive other
compensation in connection with the sale and distribution of
Service Shares or for services to their customers accounts
and/or the Fund. For additional information regarding such
compensation, see What Do I Need To Know About Service
Organizations? in the Prospectus and Payments to
Intermediaries in the SAI.
14
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Structured Tax-Managed
Equity
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman,
Sachs & Co. (Goldman Sachs). As of
December 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $763 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
|
15
|
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
|
|
For the Fiscal
|
|
|
|
|
Average Daily
|
|
Year Ended
|
Fund
|
|
Contractual Rate
|
|
Net Assets
|
|
December 31, 2007
|
|
|
Structured Tax-Managed
Equity
|
|
|
0.70%
0.63%
0.60%
|
|
|
First $1 billion
Next $1 billion
Over $2 billion
|
|
|
0.65%
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
A discussion regarding the basis for the Board of
Trustees (the Trustees) approval of the
Management Agreement in 2007 for the Fund is available in the
Funds annual report dated December 31, 2007.
|
|
|
|
Quantitative
Investment Strategies Team
|
|
|
|
|
n
|
A stable and growing team supported by an
extensive internal staff
|
|
n
|
More than $120 billion in equities currently
under management including $60 billion in U.S. equities
|
|
n
|
Proprietary research on quantitative models and
tax-advantaged strategies
|
______________________________________________________________________________________________________________
Quantitative
Investment Strategies Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Robert C. Jones, CFA
Co-Chief Investment Officer
Managing Director
|
|
Portfolio
Manager
Structured Tax-Managed Equity
|
|
Since
2000
|
|
Mr. Jones joined the
Investment Adviser as a portfolio manager in 1989.
|
|
16
SERVICE PROVIDERS
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Don Mulvihill
Managing Director
|
|
Senior Portfolio
Manager
Structured Tax-Managed Equity
|
|
Since
2000
|
|
Mr. Mulvihill joined
the Investment Adviser in 1985 as a portfolio manager. In 1991
he joined the Fixed Income team in London as a portfolio
manager, and in 1992 he became President of Goldman Sachs Asset
Management, Japan. Mr. Mulvihill joined the Quantitative
Equity team in 1999.
|
|
|
|
|
Robert C. Jones, CFA is a Managing Director and
Co-Chief Investment Officer for the QIS team. Don Mulvihill is
the Senior Portfolio Manager responsible for taxable portfolios,
and is responsible for the Funds portfolio management
process, including setting research priorities and client
contact. The computer optimizer constructs the portfolio based
on the teams models and design and no one person on the
team has a subjective override of the computer optimizer
process, except in very specific limited cases.
|
|
|
For 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 Drive, Suite 500, Chicago, Illinois
60606, also serves as the Funds transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Fund. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
the Fund or limit 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,
|
17
|
|
|
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 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 service firm, Goldman Sachs also provides a
wide range of investment banking and financial services to
issuers of securities and investors in securities. Goldman
Sachs, its affiliates and others associated with it may create
markets or specialize in, have positions in and affect
transactions in, securities of issuers held by the Fund, and may
also perform or seek to perform investment banking and financial
services for those issuers. Goldman Sachs and its affiliates may
have business relationships with and purchase or distribute or
sell services or products from or to distributors, consultants
or others who recommend the Fund or who engage in transactions
with or for the Fund. For more information about conflicts of
interest, see the SAI.
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18
SERVICE PROVIDERS
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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 a 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. The Board
of Trustees periodically reviews all portfolio securities loan
transactions for which the affiliated lending agent has acted as
lending agent. In addition, the Fund may make brokerage and
other payments to Goldman Sachs and its affiliates in connection
with the Funds portfolio investment transactions, as
permitted by applicable law.
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19
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Dividends
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The Fund pays dividends from its investment
income and distributions from net realized capital gains
(although the Structured Tax-Managed Equity Fund attempts to
minimize capital gains and income distributions in seeking its
investment objective). You may choose to have dividends and
distributions paid in:
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n
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Cash
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n
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Additional shares of the same class of the same
Fund
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n
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Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the SAI.
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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 applicable Fund.
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The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
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The Funds investments in foreign securities
may be subject to foreign withholding taxes. Under certain
circumstances, the Fund may elect to pass-through these taxes to
you. If this election is made, a proportionate amount of such
taxes will constitute a distribution to you, which would allow
you either (i) to credit such proportionate amount of
foreign taxes against your U.S. federal income tax liability or
(ii) to take such amount as an itemized deduction.
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Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
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Investment
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Capital Gains
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Fund
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Income Dividends
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Distributions
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Structured Tax-Managed
Equity
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Annually
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Annually
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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.
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When you purchase shares of the Fund, part of the
NAV per share may be represented by undistributed income and/or
undistributed 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.
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20
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Shareholder
Guide
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The following section will provide you with
answers to some of the most frequently asked questions regarding
buying and selling the Funds Service Shares.
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How Can
I Purchase Service Shares Of The Fund?
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Generally, Service Shares may be purchased only
through institutions that have agreed to provide shareholder
administration and personal and account maintenance services to
their customers who are the beneficial owners of Service Shares
(Service Organizations). No shareholder may buy
Service Shares directly from the Fund. Customers of a Service
Organization will normally give their purchase instructions to
the Service Organization, and the Service Organization will, in
turn, place purchase orders with Goldman Sachs. Service
Organizations will set times by which purchase orders and
payments must be received by them from their customers.
Generally, Service Shares may be purchased from the Fund on any
business day at their NAV next determined after receipt of an
order by Goldman Sachs from a Service Organization. No sales
load is charged.
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Service Organizations are responsible for
transmitting purchase orders and payments to Goldman Sachs in a
timely fashion. Service Organizations should either:
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Place an order through certain electronic trading
platforms (e.g., National Securities Clearing Corporation);
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Place an order with Goldman Sachs at
1-800-621-2550 and wire federal funds on the next business day;
or
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n
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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 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, a Fund may accept cashiers checks or official bank
checks.
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It is strongly recommended that payment be
effected by using federal funds.
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It is expected that checks will be converted to
federal funds within two business days after receipt.
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21
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What Do
I Need To Know About Service Organizations?
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Service Organizations may provide the following
services in connection with their customers investments in
Service Shares:
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n
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Personal and account maintenance services
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n
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Facilities to answer inquiries and respond to
correspondence
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n
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Acts as liaison between the Service
Organizations customers and the Goldman Sachs Trust (the
Trust)
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n
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Assists customers in completing application
forms, selecting dividend and other options, and similar services
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n
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Shareholder administration services
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n
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Acts, directly or through an agent, as the sole
shareholder of record
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n
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Maintains account records for customers
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n
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Processes orders to purchase, redeem and exchange
shares for customers
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n
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Processes payments for customers
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Some (but not all) Service Organizations are
authorized to accept, on behalf of the Trust, purchase,
redemption and exchange orders placed by or on behalf of their
customers, and may designate other financial intermediaries to
accept such orders, if approved by the Trust. In these cases:
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The Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
Service Organization or financial intermediary on a business
day, and the order will be priced at the Funds NAV per
share next determined after such acceptance.
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n
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Service Organizations and financial
intermediaries will be responsible for transmitting accepted
orders and payments to the Trust within the time period agreed
upon by them.
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You should contact your Service Organization
directly to learn whether it is authorized to accept orders for
the Trust.
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Pursuant to a service plan and a separate
shareholder administration plan adopted by the Trusts
Board of Trustees, Service Organizations are entitled to receive
payments for their services from the Trust. These payments are
equal to 0.25% (annualized) for personal and account maintenance
services plus an additional 0.25% (annualized) for shareholder
administration services of the average daily net assets of the
Service Shares of the Fund that are attributable to or held in
the name of the Service Organization for its customers.
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The Investment Adviser, Distributor and/or their
affiliates may make payments or provide services to Service
Organizations and other financial intermediaries
(Intermediaries) 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
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22
SHAREHOLDER GUIDE
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an additional charge to the Fund. The payments
are in addition to the service fees described in this
Prospectus. Such payments are intended to compensate
Intermediaries for, among other things: marketing shares of the
Fund and other Goldman Sachs Funds, which may consist of
payments relating to the Funds inclusion 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 Service Shares, as well as
sponsor various educational programs, sales contests and/or
promotions. The payments by the Investment Adviser, Distributor
and/or their affiliates, which are in addition to the fees paid
for these services by the Fund, may also compensate
Intermediaries for subaccounting, sub-transfer agency,
administrative and/or shareholder processing services. These
payments may exceed amounts earned on these assets by the
Investment Adviser, Distributor and/or their affiliates for the
performance of these or similar services. The amount of these
additional payments is normally not expected to exceed 0.50%
(annualized) of the amount sold or invested through the
Intermediaries. In addition, certain Intermediaries may have
access to certain services from the Investment Adviser,
Distributor and/or their affiliates, including research reports
and economic analysis, and portfolio analysis tools. In certain
cases, the Intermediary may not pay for these services. Please
refer to the Payments to Intermediaries section of
the SAI for more information about these payments and services.
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The payments made by the Investment Adviser,
Distributor and/or their affiliates and the services received by
an Intermediary may differ for different Intermediaries. The
presence of these payments, receipt of these services 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 Service Organization or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
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In addition to Service Shares, the Fund also
offers other classes of shares to investors. These other share
classes are subject to different fees and expenses (which affect
performance), have different minimum investment requirements and
are entitled to different services. Information regarding these
other share classes
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23
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may be obtained from your Service Organization or
from Goldman Sachs by calling the number on the back cover of
this Prospectus.
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What Is
My Minimum Investment In The Fund?
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The Fund does not have any minimum purchase with
respect to Service Shares. A Service Organization may, however,
impose a minimum amount for initial and additional investments
in Service Shares, and may establish other requirements such as
a minimum account balance. A Service Organization may redeem
Service Shares held by non-complying accounts, and may impose a
charge for any special services.
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What
Else Should I Know About Share Purchases?
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The Trust reserves the right to:
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n
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Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
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n
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Reject or restrict any purchase or exchange order
by a particular purchaser (or group related purchasers) for any
reason in its discretion. Without limiting the foregoing, the
Trust may reject or restrict purchase and exchange orders by a
particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of Service
Shares of a Fund is evident, or if purchases, sales or exchanges
are, or a subsequent abrupt redemption might be, of a size that
would disrupt the management of the Fund.
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n
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Close the Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by
the Funds Investment Adviser.
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n
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Modify the manner in which shares are offered.
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n
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Modify the sales charge rates applicable to
future purchases of shares.
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Generally, non-U.S. citizens and certain U.S.
citizens residing outside the United States may not open an
account with the Fund.
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The Fund may allow Service Organizations to
purchase shares with securities instead of cash if consistent
with the Funds investment policies and operations and if
approved by the Funds Investment Adviser.
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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.
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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
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24
SHAREHOLDER GUIDE
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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 their customer
identification program, the Fund reserves the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Fund; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Fund is unable to verify an investors identity. The
Fund and its agents will not be responsible for any loss in an
investors account resulting from the investors delay
in providing all required information or from closing an account
and redeeming an investors shares pursuant to the customer
identification program.
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How Are
Shares Priced?
|
|
The price you pay when you buy Service 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 Service Shares is the
Funds next determined NAV for a share class, with the
redemption proceeds reduced by any applicable charges
after
the Fund receives your order in proper form. The
Fund calculates NAV as follows:
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NAV =
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|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
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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.
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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.
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In addition, the Investment Adviser, consistent
with its procedures and applicable regulatory guidance, may (but
need not) determine to make an adjustment to the
|
25
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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 U.S. or foreign markets; market dislocations;
market disruptions or market closings; equipment failures;
natural or man made disasters or acts of God; armed conflicts;
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, including those relating to earnings,
products and regulatory news; significant litigation; low
trading volume; and trading limits, or suspensions.
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One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Fund
to price its investments may be different from those used by
other investment companies and investors to price the same
investments.
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Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
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Please note the following with respect to the
price at which your transactions are processed:
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n
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NAV per share of each share class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or 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.
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n
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The Trust reserves the right to reprocess
purchase (including dividend re-investments), redemption and
exchange transactions that were processed at a NAV that is
subsequently adjusted, and to recover amounts from (or
distribute amounts to) shareholders accordingly based on the
official closing NAV as adjusted.
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n
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The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
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26
SHAREHOLDER GUIDE
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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.
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Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open 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.
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Foreign securities may trade in their local
markets on days the Fund is closed. As a result, if the Fund
holds foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
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How Can
I Sell Service Shares Of The Fund?
|
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Generally, Service Shares may be sold (redeemed)
only through Service Organizations. Customers of a Service
Organization will normally give their redemption instructions to
the Service Organization, and the Service Organization will, in
turn, place redemption orders with the Fund.
Generally, the
Fund will redeem its Service Shares upon request on any business
day at the NAV next determined after receipt of such request in
proper form.
Redemption proceeds may be sent to shareholders
by check or wire (if the wire instructions are designated on the
current record of the Transfer Agent).
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A Service Organization may request redemptions by
electronic trading platform, in writing or by telephone (unless
the Service Organization opts out of the telephone redemption
privilege on the Account Application).
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Generally, 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 to verify instructions.
|
27
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When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee may be required
if:
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n
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You would like the redemption proceeds sent to an
address that is not your address of record; or
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n
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You would like the redemption proceeds sent to a
bank account that is not designated in the current records of
the Transfer Agent.
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A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
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What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm that such
instructions are genuine. If reasonable procedures are not
employed, the Trust may be liable for any loss due to
unauthorized or fraudulent transactions. The following general
policies are currently in effect:
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Telephone requests are recorded.
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Proceeds of telephone redemption request will be
sent to your address of record or authorized account designated
in the current records of the Transfer Agent (unless you provide
written instruction and a Medallion signature guarantee
indicating another address or account).
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n
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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).
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n
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The telephone redemption option may be modified
or terminated at any time without prior notice.
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Note: It may be difficult to make telephone
redemptions in times of unusual economic or market
conditions.
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28
SHAREHOLDER GUIDE
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How Are
Redemption Proceeds Paid?
|
|
By
Wire:
The Fund will arrange
for 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:
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n
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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.
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n
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Although redemption proceeds will normally be
paid as described above, under certain circumstances, redemption
requests or payments may be postponed or suspended as permitted
under Section 22(e) of the Investment Company Act (the
Act). Generally, under that section, redemption
requests or payments may be postponed or suspended if
(i) the New York Stock Exchange is closed for trading or
trading is restricted; (ii) an emergency exists which makes
the disposal of securities owned by the Fund or the fair
determination of the value of the Funds net assets not
reasonably practicable; or (iii) the SEC, by order, permits
the suspension of the right of redemption.
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If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
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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.
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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.
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Neither the Trust nor Goldman Sachs assumes any
responsibility for the performance of other financial
intermediaries or your Service Organization in the transfer
process. If a problem with such performance arises, you should
deal directly with such financial intermediaries or Service
Organization.
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By
Check:
A shareholder may
elect in writing to receive redemption proceeds by check.
Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of receipt of a
properly executed redemption request. If you are selling shares
you recently paid for by check, the Fund will pay you when your
check has cleared, which may take up to 15 days.
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What
Else Do I Need To Know About Redemptions?
|
|
The following generally applies to redemption
requests:
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n
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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.
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n
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Service Organizations are responsible for the
timely transmittal of redemption requests by their customers to
the Transfer Agent. In order to facilitate the
|
29
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timely transmittal of redemption requests,
Service Organizations may set times by which they must receive
redemption requests. Service Organizations may also require
additional documentation from you.
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The Trust reserves the right to:
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n
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Redeem your shares in the event a Service
Organizations relationship with Goldman Sachs is
terminated and you do not transfer your account to another
Service Organization with a relationship with Goldman Sachs. The
Trust will not be responsible for any loss in an investors
account or tax liability resulting from the redemption.
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n
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Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
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n
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
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n
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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.
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Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Fund?
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A Service Organization may exchange Service
Shares of a Goldman Sachs Fund at NAV for certain shares of
another Goldman Sachs Fund. Redemption of shares (including by
exchange) of certain Goldman Sachs Funds offered in other
prospectuses, that are held for 30 days or less
(60 days or less with respect to the Goldman Sachs High
Yield and High Yield Municipal Funds) may, however, be subject
to a redemption fee. The exchange privilege may be materially
modified or withdrawn at any time upon 60 days written
notice.
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You should keep in mind the following factors
when making or considering an exchange:
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
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Currently, the Fund does not impose any charge
for exchanges, although the Fund may impose a charge in the
future.
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Normally, a telephone exchange will be made only
to an identically registered account.
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Exchanges are available only in states where
exchanges may be legally made.
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30
SHAREHOLDER GUIDE
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It may be difficult to make telephone exchanges
in times of unusual economic or market conditions.
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Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
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A signature guarantee may be required.
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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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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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.
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What
Types Of Reports Will Be Sent Regarding Investments In Service
Shares?
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Service Organizations will receive from the Fund
annual shareholder reports containing audited financial
statements and semi-annual shareholder reports. Service
Organizations will also be provided with a printed confirmation
for each transaction in their account and a monthly account
statement. Service Organizations are responsible for providing
these or other reports to their customers who are the beneficial
owners of Service Shares in accordance with the rules that apply
to their accounts with the Service Organizations. In addition,
Service Organizations and other financial intermediaries will be
responsible for providing any communication from the Fund to the
shareholders, including but not limited to prospectuses,
prospectus supplements, proxy materials and notices regarding
the sources of dividend payments under Section 19 of the
Act.
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RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemption 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
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31
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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, certain
Goldman Sachs Funds (which are offered in separate prospectuses)
impose a redemption fee on redemptions made within 30 days
of purchase (60 days of purchase with respect to the
Goldman Sachs High Yield and High Yield Municipal Funds),
subject to certain exceptions. 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 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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32
SHAREHOLDER GUIDE
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Fund shares may be held through omnibus
arrangements maintained by financial intermediaries such as
broker-dealers, investment advisers 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 financial intermediaries may not have
the capability or may not be willing to apply the Funds
market-timing policies or any applicable redemption fee. While
Goldman Sachs may monitor share turnover at the omnibus account
level, the Funds ability to monitor and detect
market-timing by shareholders or apply any applicable redemption
fee in these omnibus accounts may be limited in certain
circumstances, and certain of these financial 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 a financial intermediary or by
certain of the financial intermediarys customers.
Financial intermediaries may also monitor their customers
trading activities in the Fund. The criteria used by financial
intermediaries to monitor for excessive trading may differ from
the criteria used by the Fund. If a financial intermediary fails
to cooperate in the implementation or enforcement of
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. Except as otherwise noted, the tax
information provided assumes that you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should carefully 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 (although the Structured Tax-Managed Equity Fund attempts
to minimize capital gains and income distributions in seeking
its investment objective). This is true whether you reinvest
your distributions in additional Fund shares or receive them in
cash. For federal tax purposes, the Funds distributions
attributable to net investment income and short-term capital
gains are taxable to you as ordinary income. Any distributions
of 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%. Fund distributions to non-corporate
shareholders attributable to dividends received by the Fund from
U.S. and certain qualified foreign corporations will generally
be taxed at the long-term capital gain rate, as long as certain
other requirements are met. For these lower rates to apply, the
non-corporate shareholder must own the relevant Fund shares for
at least 61 days during the 121-day period beginning
60 days before the Funds ex-dividend date. The amount
of the Funds distributions that would otherwise qualify
for this favorable tax treatment will be reduced as a result of
the Funds securities lending activities or by a high
portfolio turnover rate or by investments in debt securities or
non-qualified foreign corporations.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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34
TAXATION
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December. A percentage of the
Funds dividends paid to corporate shareholders may be
eligible for the corporate dividends-received deduction. This
percentage may, however, be reduced as a result of the
Funds securities lending activities or by a high portfolio
turnover rate. Character and tax status of all distributions
will be available to shareholders after the close of each
calendar year.
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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.
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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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Your sale of Fund shares is a taxable transaction
for federal income tax purposes, and may also be subject to
state and local taxes. For tax purposes, the exchange of your
Fund shares for shares of a different Goldman Sachs Fund is the
same as a sale. When you sell your shares, you will generally
recognize a capital gain or loss in an amount equal to the
difference between your adjusted tax basis in the shares and the
amount received. Generally, this capital gain or loss is
long-term or short-term depending on whether your holding period
exceeds one year, except that any loss realized on shares held
for six months or less will be treated as a long-term capital
loss to the extent of any capital gain dividends that were
received on the shares. Additionally, any loss realized on a
sale, exchange or redemption of shares of the Fund may be
disallowed under wash sale rules to the extent the
shares disposed of are replaced with other shares of that Fund
within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of, such
as pursuant to a dividend reinvestment in shares of that Fund.
If disallowed, the loss will be reflected in an adjustment to
the basis of the shares acquired.
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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
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35
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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 tax and may be subject to U.S. estate tax. However,
withholding is generally not required on properly designated
distributions to non-U.S. investors of long-term capital
gains. More information about U.S. taxation of non-U.S.
investors is included in the SAI.
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Investments in the Structured Tax-Managed Equity
Fund are subject to the tax risks described previously under
Principal Risks of the Fund.
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36
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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 equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that the Fund
holds may decline over short or extended periods. The stock
markets tend to be cyclical, with periods when stock prices
generally rise and periods when prices generally decline. This
volatility means that the value of your investment in the Fund
may increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that the Fund invests in fixed
income securities, the Fund will also be subject to the risks
associated with its 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 an 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
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result
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in losses to investors.
The same would be true of asset-backed securities such as
securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for the Fund. A high rate of portfolio turnover (100%
or more) involves correspondingly greater expenses which must be
borne by the Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of the
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the 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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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Fund may, to the extent
consistent with its investment policies, invest in small and
mid-capitalization companies and REITs. Investments in small and
mid-capitalization companies and REITs involve greater risk and
portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be thinly traded and may have to be sold
at a discount from current market prices or in small lots over
an extended period of time. In addition, these securities are
subject to the risk that during certain periods the liquidity of
particular issuers or industries, or all securities in
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic or
market conditions, or adverse investor perceptions whether or
not accurate. Because of the lack of sufficient market
liquidity, the Fund may incur losses because it will be required
to effect
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APPENDIX A
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sales at a disadvantageous time and only then at
a substantial drop in price. Small and mid-capitalization
companies and REITs include unseasoned issuers that
do not have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may require substantial additional capital to
support their operations, to finance expansion or to maintain
their competitive position; and may have substantial borrowings
or may otherwise have a weak financial condition. In addition,
these companies may face intense competition, including
competition from companies with greater financial resources,
more extensive development, manufacturing, marketing, and other
capabilities, and a larger number of qualified managerial and
technical personnel. Transaction costs for these investments are
often higher than those of larger capitalization companies.
Investments in small and mid-capitalization companies and REITs
may be more difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Foreign Investments.
The Fund may only invest in
foreign issuers that are traded in the United States. 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
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may be less publicly available information about
a foreign issuer than about a U.S. issuer. In addition, there is
generally less government regulation of foreign markets,
companies and securities dealers than in the United States and
the legal remedies for investors may be more limited than the
remedies available in the United States. Foreign securities
markets may have substantially less volume than U.S. securities
markets and securities of many foreign issuers are less liquid
and more volatile than securities of comparable domestic
issuers. Furthermore, with respect to certain foreign countries,
there is a possibility of nationalization, expropriation or
confiscatory taxation, imposition of withholding or other taxes
on dividend or interest payments (or, in some cases, capital
gains distributions), limitations on the removal of funds or
other assets from such countries, and risks of political or
social instability or diplomatic developments which could
adversely affect investments in those countries.
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Concentration of 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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Investment in sovereign debt obligations by the
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and the Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn the Funds NAV, to a
greater extent than the volatility inherent in debt obligations
of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraints to which a sovereign
debtor may be subject.
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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are
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40
APPENDIX A
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quoted in U.S. dollars. EDRs and GDRs are
not necessarily quoted in the same currency as the underlying
security.
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Risks of 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 forward contracts and other
derivatives relating to foreign currency transactions.
Investments in derivative instruments may be for both hedging
and nonhedging purposes (that is, to seek to increase total
return) although suitable derivative instruments may not always
be available to the Investment Adviser for those 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 risk
through the use of derivative instruments may not be successful,
and the Investment Adviser may choose not to hedge certain
portfolio risks. Investing for nonhedging purposes is considered
a speculative practice and presents even greater risk of loss.
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Risks of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the reference asset
or other factors. The gross returns to be paid or
swapped between the parties are generally calculated
with respect to a notional amount, for example, the
increase or decrease in value of a particular dollar amount
invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
amount, if any, by which that notional amount would have
decreased in value had
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it been invested in such stock. Therefore, in
this case the return to the Fund on the equity swap should be
the gain or loss on the notional amount plus dividends on the
stock less the interest paid by the Fund on the notional amount.
In other cases, when the Fund takes a short position, a
counterparty may agree to pay the Fund the amount, if any, by
which the notional amount of the equity swap would have
decreased in value had the Fund sold a particular stock (or
group of stocks) short, less the dividend expense that the Fund
would have paid on the stock, as adjusted for interest payments
or other economic factors.
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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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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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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Certain over-the-counter options
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Certain structured securities and swap
transactions
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933
(144A Securities).
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Investing in 144A Securities may decrease the
liquidity of the Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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42
APPENDIX A
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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 securities in the Funds
portfolio become illiquid, the Fund may exceed its
15 percent limitation in illiquid securities. 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 securities is available, the
portfolio securities 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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Temporary Investment Risks.
The Fund may, for temporary
defensive purposes, invest a certain percentage of its total
assets in:
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U.S. government securities
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Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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Certificates of deposit
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Bankers acceptances
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Repurchase agreements
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Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
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n
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Cash items
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When the Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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43
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of the Funds shares. Redemptions by these
funds, accounts or individuals of their holdings in the Fund may
impact the Funds liquidity and NAV. These redemptions may
also force the Fund to sell securities, which may negatively
impact the Funds brokerage and tax costs.
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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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Convertible Securities.
The Fund may invest in convertible
securities. Convertible securities are preferred stock or debt
obligations that are convertible into common stock. Convertible
securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality. Convertible
securities in which 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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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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44
APPENDIX A
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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, equity linked notes. An equity linked note is a note
whose performance is tied to a single stock, a stock index or a
basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked notes will be considered equity securities
for purposes of the Funds investment objective and
policies.
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REITs.
The
Fund may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by
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45
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borrowers and the qualification of the REITs
under applicable regulatory requirements for favorable income
tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these risks may be heightened. The Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period.
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a 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 Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing on 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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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
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46
APPENDIX A
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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 only engage in futures
transactions with respect to U.S. equity indices.
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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
selections and duration in accordance with its investment
objective and policies. The Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of the Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act, and therefore
is not subject to registration or regulation as a pool operator
under that Act with respect to the Fund.
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Futures contracts and related options present the
following risks:
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n
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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 and options on futures
contracts. In the case of futures contracts that do not cash
settle, for example, the Fund must set aside liquid assets equal
to the full notional value of the futures contracts while the
positions are open. With respect to futures contracts that do
cash settle, however, the Fund is permitted to set aside liquid
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47
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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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Equity Swaps.
The Fund may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by the Fund to invest
in a market without owning or taking physical custody of
securities in circumstances in which direct investment may be
restricted for legal reasons or is otherwise deemed impractical
or disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that the Investment Adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, the
Fund may suffer a loss, which may be substantial. The value of
some components of an equity swap (such as the dividends on a
common stock) may also be sensitive to changes in interest
rates. Furthermore, the Fund may suffer a loss if the
counterparty defaults. Because equity swaps are normally
illiquid, the Fund may be unable to terminate its obligations
when desired. 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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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 and yield to the Fund at the time of entering
into the transaction. A forward commitment involves the entering
into a contract to purchase or sell securities for a fixed price
at a future date beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although the Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
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48
APPENDIX A
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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, a Fund must set aside liquid
assets, or engage in other appropriate measures to
cover its obligations.
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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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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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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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 loan
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 the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed income securities and cash equivalents.
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49
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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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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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Other Investment Companies.
The Fund may invest in securities
of other investment companies (including exchange-traded funds
such as SPDRs and iShares, as defined below) subject to
statutory limitations prescribed by the Investment Company Act.
These limitations include in certain circumstances a prohibition
on any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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
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50
APPENDIX A
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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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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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Unseasoned Companies.
The Fund may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest and repay principal. The Fund
may invest in corporate debt obligations issued by U.S. and
certain non-U.S. issuers which issue securities denominated in
the U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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Bank Obligations.
The Fund may invest in obligations
issued or guaranteed by U.S. or foreign banks. Bank obligations,
including without limitation, time deposits, bankers
acceptances and certificates of deposit, may be general
obligations of the parent bank or may be limited to the issuing
branch by the terms of the specific obligations or by government
regulations. Banks are subject to extensive but different
governmental regulations which may limit both the amount and
types of loans which may be made and interest rates which may be
charged. In addition, the
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profitability of the banking industry is largely
dependent upon the availability and cost of funds for the
purpose of financing lending operations under prevailing money
market conditions. General economic conditions as well as
exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in the
operation of this industry.
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U.S. Government Securities.
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 or other types of
securities in which the Fund may invest. The custodial receipts
or trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes the Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, the Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust. The
Fund may also invest in separately issued interests in custodial
receipts and trust certificates.
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Borrowings.
The Fund can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. The Fund may not make additional investments if
borrowings exceed 5% of its total assets.
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52
APPENDIX A
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by the Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit swaps give one party to a
transaction (the buyer of the credit swap) the right to dispose
of or acquire an asset (or group of assets or exposure to the
performance of an index), 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 the transactions
described above 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
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53
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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.
|
|
|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
When entering into swap contracts or writing options, the Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the swap or option contract.
|
|
|
Inverse Floaters.
The Fund may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher the degree of leverage of an
inverse floater, the greater the volatility of its market value.
|
54
|
|
|
Appendix B
Financial Highlights
|
|
|
The financial highlights tables are intended to
help you understand the Funds financial performance for
the past five years (or less if the Fund has been in operation
for less than five years). Certain information reflects
financial results for a single Fund share. The total returns in
the table represent the rate that an investor would have earned
or lost on an investment in the Fund (assuming reinvestment of
all dividends and distributions). The information for the fiscal
year ended December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, whose report, along with the
Funds financial statements, is included in the Funds
annual report (available upon request). The information for the
fiscal years ended December 31, 2006, 2005, 2004 and 2003
has been audited by the Funds prior independent registered
public accounting firm.
|
STRUCTURED TAX-MANAGED EQUITY FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
11.70
|
|
|
$
|
10.37
|
|
|
$
|
9.54
|
|
|
$
|
8.06
|
|
|
$
|
6.24
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.07
|
|
|
|
0.07
|
|
|
|
0.03
|
|
|
|
0.05
|
|
|
|
0.01
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.20
|
)
|
|
|
1.30
|
|
|
|
0.80
|
|
|
|
1.44
|
|
|
|
1.81
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.13
|
)
|
|
|
1.37
|
|
|
|
0.83
|
|
|
|
1.49
|
|
|
|
1.82
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.06
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
From tax return of capital
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.08
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.49
|
|
|
$
|
11.70
|
|
|
$
|
10.37
|
|
|
$
|
9.54
|
|
|
$
|
8.06
|
|
|
|
|
Total return
b
|
|
|
(1.10
|
)%
|
|
|
13.21
|
%
|
|
|
8.70
|
%
|
|
|
18.54
|
%
|
|
|
29.17
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
400
|
|
|
$
|
354
|
|
|
$
|
411
|
|
|
$
|
553
|
|
|
$
|
856
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.20
|
%
|
|
|
1.19
|
%
|
|
|
1.29
|
%
|
|
|
1.31
|
%
|
|
|
1.35
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.55
|
%
|
|
|
0.63
|
%
|
|
|
0.32
|
%
|
|
|
0.50
|
%
|
|
|
0.15
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.34
|
%
|
|
|
1.42
|
%
|
|
|
1.64
|
%
|
|
|
1.67
|
%
|
|
|
1.67
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
0.41
|
%
|
|
|
0.40
|
%
|
|
|
(0.03
|
)%
|
|
|
0.14
|
%
|
|
|
(0.17
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
73
|
%
|
|
|
90
|
%
|
|
|
92
|
%
|
|
|
102
|
%
|
|
|
73
|
%
|
|
See page 56 for all footnotes.
55
Footnotes:
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
b
|
|
Assumes investment at the net asset value at
the beginning of the year, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the year and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Returns do not
reflect the deduction of taxes that a shareholder would pay on
Fund distributions or the redemption of Fund shares.
|
56
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
3 Fund
Investment Objective and Strategies
|
|
|
3
|
|
Goldman Sachs Structured Tax-Managed Equity Fund
|
|
|
|
5 Other
Investment Practices and Securities
|
|
|
|
7
Principal Risks of the Fund
|
|
|
|
10 Fund
Performance
|
|
|
|
12 Fund
Fees and Expenses
|
|
|
|
15
Service Providers
|
|
|
|
20
Dividends
|
|
|
|
21
Shareholder Guide
|
|
|
21
|
|
How To Buy Shares
|
|
|
27
|
|
How To Sell Shares
|
|
|
|
34
Taxation
|
|
|
|
37
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and
Techniques
|
|
|
|
55
Appendix B
Financial
Highlights
|
|
|
|
Structured Tax-Advantaged
Equity Funds
Prospectus
(Service
Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
|
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).
|
|
|
The Funds annual and semi-annual reports,
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 and the SAI at the Funds
website: http://www.goldmansachsfunds.com.
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-621-2550
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606-6306
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
|
|
SPECADVSVC
|
|
Prospectus
|
|
|
Institutional
Shares
|
|
|
|
April 29, 2008
|
|
GOLDMAN
SACHS STRUCTURED TAX-ADVANTAGED EQUITY FUNDS
|
|
|
|
|
n
Goldman
Sachs U.S. Equity Dividend and Premium Fund
n
Goldman
Sachs International Equity Dividend and Premium Fund
n
Goldman
Sachs Structured Tax-Managed Equity Fund
n
Goldman
Sachs Structured International Tax-Managed Equity Fund
|
|
|
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
|
|
|
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOT
FDIC-INSURED
|
|
May Lose
Value
|
|
No Bank
Guarantee
|
|
|
|
|
General Investment
Management Approach
|
|
|
|
Goldman Sachs Asset Management, L.P.
(GSAM) serves as investment adviser to the
U.S. Equity Dividend and Premium Fund, International Equity
Dividend and Premium Fund, Structured Tax-Managed Equity Fund
(formerly, CORE
SM
Tax-Managed Equity Fund) and
Structured International Tax-Managed Equity Fund (each a
Fund, collectively the Funds). GSAM is
referred to in this Prospectus as the Investment
Adviser.
|
|
U.S. EQUITY
DIVIDEND AND PREMIUM FUND
|
|
|
|
I. Stock
Selection and Portfolio Construction
|
|
The U.S. Equity Dividend and Premium Fund seeks
to maintain an equity portfolio that will produce a gross return
similar to that of its equity benchmark, the S&P 500
Index. In addition, the Fund will write index call options
against a portion of the equity portfolio. Because of the impact
of call options written by the Fund, the return of the Fund is
not expected to closely track the S&P 500 Index, even
if the return of the portfolio securities held by the Fund
resembles the return of the equity benchmark. In addition, the
return of the Fund may trail the return of the S&P 500
Index for short or extended periods of time.
|
|
|
Generally, the Fund will seek to hold certain of
the higher dividend paying stocks within each industry and
sector while still maintaining industry and sector weights that
are similar to those of the S&P 500 Index. The
Investment Adviser will consider annualized dividend yields,
scheduled dividend record dates and any extraordinary dividends
when evaluating securities. The Investment Adviser will
generally not seek to outperform the S&P 500 Index
through active security selection.
|
|
|
The Investment Adviser will use proprietary
quantitative techniques, including optimization tools, a risk
model, and a transactions cost model, in identifying a portfolio
of stocks that it believes may enhance expected dividend yield
while limiting deviations when compared to the S&P 500
Index. Deviations are constrained with regard to position sizes,
industry weights, sector weights, volatility as compared to the
market (i.e., Beta) and estimated tracking error.
|
|
|
II. Call
Writing
|
|
The Fund will regularly write call options in
order to generate additional cash flow. It is anticipated that
the calls will typically be written against the S&P 500
Index or against exchange-traded funds linked to the
S&P 500 (ETFs). The goal of the call
writing is to generate an amount of premium that, when
annualized and added to the Funds expected dividend yield,
provides an attractive level of cash flow.
|
1
|
|
|
Call writing, however, entails certain risks. For
more information, see Principal Risks of the Fund
and Appendix AOther Portfolio RisksRisks
of Writing S&P 500 Index and Related ETF Call
Options.
|
|
|
The Investment Adviser anticipates generally
using index call options, or call options on related ETFs, with
expirations of three months or less. Outstanding call options
will be rolled forward upon expiration, so that there will
generally be some options outstanding.
|
|
|
|
Goldman Sachs U.S. Equity
Dividend and Premium Fund is a fully invested portfolio that
offers broad access to a well-defined stock universe, and
disciplined stock selection along with exposure to the returns
of S&P 500 Index or related ETF option call
writing.
|
INTERNATIONAL EQUITY
DIVIDEND AND PREMIUM FUND
|
|
|
|
|
I. Stock
Selection and Portfolio Construction
|
|
|
|
The International Equity Dividend and Premium
Fund seeks to maintain an equity portfolio that will produce a
gross return similar to that of its equity benchmark, the
MSCI
®
Europe, Australasia, Far East
(EAFE
®
)
Index. In addition, the Fund will write index call options
against a portion of the equity portfolio. Because of the impact
of call options written by the Fund, the return of the Fund is
not expected to closely track the MSCI
EAFE
®
Index, even if the return of the portfolio securities held by
the Fund resembles the return of the equity benchmark. In
addition, the return of the Fund may trail the return of the
MSCI
EAFE
®
Index for short or extended periods of time.
|
|
|
|
|
Generally, the Fund will seek to hold certain of
the higher dividend paying stocks within each industry and
sector while still maintaining industry and sector weights that
are similar to those of the MSCI
EAFE
®
Index. The Investment Adviser will consider annualized dividend
yields, scheduled dividend record dates and any extraordinary
dividends when evaluating securities. The Investment Adviser
will generally not seek to outperform the MSCI
EAFE
®
Index through active security selection.
|
|
|
|
|
The Investment Adviser will use proprietary
quantitative techniques, including optimization tools, a risk
model and a transactions cost model, in identifying a portfolio
of stocks that it believes may enhance expected dividend yield
while limiting deviations when compared to the MSCI
EAFE
®
Index. Deviations are
|
|
2
GENERAL INVESTMENT
MANAGEMENT APPROACH
|
|
|
|
constrained with regard to position sizes,
industry weights, sector weights, volatility as compared to the
market (i.e., Beta) and estimated tracking error.
|
|
|
|
|
II. Call
Writing
|
|
|
|
The Fund will regularly write call options in
order to generate additional cash flow. It is anticipated that
the calls will typically be written against the MSCI
EAFE
®
Index, against exchange-traded funds (ETFs) linked
to the MSCI
EAFE
®
Index or against other national or regional stock market
indices. The goal of the call writing is to generate an amount
of premium that, when annualized and added to the Funds
expected dividend yield, provides an attractive level of cash
flow. Call writing, however, entails certain risks. For more
information, see Principal Risks of the Fund and
Appendix AOther Portfolio RisksRisks of
Writing Index and Related ETF Call Options.
|
|
|
|
|
The Investment Adviser anticipates generally
using index call options, or call options on related ETFs, with
expirations of three months or less. Outstanding call options
will be rolled forward upon expiration, so that there will
generally be some options outstanding.
|
|
|
|
|
|
Goldman Sachs International Equity
Dividend and Premium Fund is a fully invested portfolio that
offers broad access to a well-defined stock universe, and
disciplined stock selection along with exposure to the returns
of the MSCI
EAFE
®
Index or related ETF option call writing.
|
|
3
STRUCTURED
TAX-MANAGED EQUITY FUND
|
|
|
|
Goldman
Sachs Structured Tax-Managed Investment
Philosophy:
|
|
This Fund uses Goldman Sachs quantitative
style of funds management which emphasizes the three building
blocks of active management:
fundamentally-based stock
selection, careful portfolio construction
and
efficient
implementation.
|
|
|
Step 1: Stock
Selection
|
|
|
The Investment Adviser attempts to forecast
returns on approximately 10,000 stocks globally on a daily
basis using proprietary CORE
SM
(Computer-Optimized, Research-Enhanced) models
developed by the Quantitative Investment Strategies
(QIS) group. These quantitative models are based on
six investment themes Valuation, Profitability,
Quality, Management, Momentum and Sentiment. The
Valuation
theme attempts to capture potential mispricings of
securities, typically by comparing a measure of the
companys intrinsic value to its market value.
Profitability
assesses whether the company is earning
more than its cost of capital.
Quality
evaluates whether
the companys earnings are coming from more persistent,
cash-based sources, as opposed to accruals.
Management
assesses the companys management strategy and
behavior.
Momentum
predicts drift in stock prices caused
by under-reaction to company-specific information. Finally, the
Sentiment
theme looks at how Wall Street analysts
views about a companys earnings and prospects are changing
over time.
|
|
|
|
Step 2: Portfolio
Construction
|
|
|
|
The Investment Adviser uses a proprietary risk
model to help manage the expected deviation of the
portfolios returns from those of the benchmark. The model,
which attempts to identify and measure the comparative risks
between equity investments as accurately as possible, by
including in the risk model all of the above themes used in the
return model, as well as several other factors that the
Investment Adviser believes are associated with risk but not
return. In this process, the Investment Adviser seeks to add
value over the benchmark by overweighting stocks with attractive
characteristics (as defined by the return model) and
underweighting stocks with poor characteristics relative to the
stocks benchmark weights. At the same time, the Investment
Adviser seeks to manage risk by controlling active stock
positions as well as exposure to other characteristics such as
size and sector allocations relative to the benchmark. A
computer optimizer
evaluates many different security
combinations (considering many possible weightings) in an effort
to construct the most efficient risk/return portfolio
given the Funds benchmark.
|
|
4
GENERAL INVESTMENT
MANAGEMENT APPROACH
|
|
|
Step 3: Efficient
Implementation
|
|
|
The portfolio management team considers
transaction costs at each step of the investment process. The
team incorporates expected portfolio turnover when assigning
weights to the variables of the multifactor model. The team also
factors expected execution costs into portfolio construction and
evaluates multiple trading options. The team then selects the
trading strategy it believes will minimize the total transaction
costs to the Fund.
|
|
|
|
Goldman Sachs Structured Tax-Managed
Equity Fund is a fully invested portfolio that offers broad
access to a well-defined stock universe, seeks to outperform its
benchmark on an after-tax basis through consistent, disciplined
stock selection, and is intended to be an effective tool for
implementing a tax-managed strategy within an overall investment
portfolio.
|
STRUCTURED
INTERNATIONAL TAX-MANAGED EQUITY
FUND
|
|
|
|
|
Goldman
Sachs Structured International Tax-Managed Equity
Investment Philosophy:
|
|
|
|
This Fund uses Goldman Sachs quantitative
style of funds management which emphasizes the three building
blocks of active management:
fundamentally-based stock
selection, careful portfolio construction
and
efficient
implementation.
|
|
|
|
|
Step 1: Stock
Selection
|
|
|
|
The Investment Adviser attempts to forecast
returns on approximately 10,000 stocks globally on a daily
basis using proprietary CORE
SM
(Computer-Optimized, Research-Enhanced) models
developed by the Quantitative Investment Strategies
(QIS) group. These quantitative models are based on
six investment themes Valuation, Profitability, Quality,
Management, Momentum and Sentiment. The
Valuation
theme
attempts to capture potential mispricings of securities,
typically by comparing a measure of the companys intrinsic
value to its market value.
Profitability
assesses whether
the company is earning more than its cost of capital.
Quality
evaluates whether the companys earnings are
coming from more persistent, cash-based sources, as opposed to
accruals.
Management
assesses the Companys
management strategy and behavior.
Momentum
predicts drift
in stock prices caused by under-reaction to company-specific
information. Finally, the
Sentiment
theme looks at how
Wall Street analysts views about a companys earnings
and prospects are changing over time.
|
|
5
|
|
|
|
Step 2: Portfolio
Construction
|
|
|
|
|
The Investment Adviser uses a proprietary risk
model to help manage the expected deviation of the
portfolios returns from those of the benchmark. The model
attempts to identify and measure the comparative risks between
equity investments as accurately as possible, by including in
the risk model all of the above themes used in the return model,
as well as several other factors that the Investment Adviser
believes are associated with risk but not return. In this
process, the Investment Adviser seeks to add value over the
benchmark by overweighting stocks with attractive
characteristics (as defined by the return model) and
underweighting stocks with poor characteristics relative to the
stocks benchmark weights. At the same time, the Investment
Adviser seeks to manage risk by controlling active stock
positions as well as exposure to other characteristics such as
size and sector allocations relative to the benchmark. A
computer optimizer
evaluates many different security
combinations (considering many possible weightings) in an effort
to construct the most efficient risk/return portfolio
given each Funds benchmark.
|
|
|
|
|
Step 3: Efficient
Implementation
|
|
|
|
|
The portfolio management team considers
transaction costs at each step of the investment process. The
team incorporates expected portfolio turnover when assigning
weights to the variables of the multifactor model. The team also
factors expected execution costs into portfolio construction and
evaluates multiple trading options. The team then selects the
trading strategy it believes will minimize the total transaction
costs to the Fund.
|
|
|
|
|
|
Goldman Sachs Structured International
Tax-Managed Equity Fund is a fully invested portfolio that
offers broad access to a well-defined stock universe, seeks to
outperform its benchmark on an after-tax basis through
consistent, disciplined stock selection, and is intended to be
an effective tool for implementing a tax-managed strategy within
an overall investment portfolio.
|
|
6
|
|
|
Fund Investment Objectives
and Strategies
|
|
|
|
Goldman Sachs
U.S. Equity Dividend and
Premium Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Income and Total Return
|
|
|
|
|
Benchmarks:
|
|
S&P 500
®
Index and Lehman Brothers Aggregate Bond Index
|
|
|
|
|
Investment
Focus:
|
|
Large-cap U.S. equity
investments with a focus on dividend paying stocks along with an
exposure to S&P 500 Index or related ETF option call
writing
|
|
|
|
|
Investment
Style:
|
|
Quantitative
|
|
|
|
|
Symbol:
|
|
GSPKX
|
|
|
|
|
The Fund seeks to maximize income and total
return.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
The Fund seeks to achieve its objective primarily
through investment in large-cap U.S. equity securities and
S&P 500 Index or related ETF option call writing.
|
|
|
|
|
Equity
Investments.
Under normal
circumstances, with respect to at least 80% of the Funds
net assets plus any borrowings for investment purposes (measured
at time of purchase) (Net Assets), the Fund will
invest in dividend-paying equity investments in large-cap
U.S. issuers (including foreign issuers that are traded in
the United States) with public stock market capitalizations
(based upon shares
|
|
7
|
|
|
Goldman Sachs
U.S. Equity Dividend and
Premium Fund
continued
|
|
|
|
available for trading on an unrestricted basis)
within the range of the market capitalization of the
S&P 500 at the time of investment.*
|
|
|
The Fund uses a variety of quantitative
techniques when selecting investments. The Fund will seek to
maintain risk, style, capitalization and industry
characteristics similar to the S&P 500 Index.
|
|
|
The Fund invests primarily in a diversified
portfolio of common stocks of large-cap U.S. issuers
represented in the S&P 500 Index and maintains industry
weightings similar to those of the Index. The Fund seeks to
generate additional cash flow by the sale of call options on the
S&P 500 Index or related ETFs. The volatility of the
Funds portfolio is expected to be reduced by the
Funds sale of call options. The Fund anticipates that its
cash flow will be derived from dividends on the common stock in
its portfolio and premiums it receives from selling
S&P 500 Index or related ETF call options. Cash flow
from dividends will generally be considered income and will be
included in quarterly distributions of income. Cash flow from
options premiums is considered to be capital and will be
included in the Funds annual distribution of net capital
gains. In addition, the Funds returns will be affected by
the capital appreciation and depreciation of the securities held
in its portfolio.
|
|
|
The Fund expects that, under normal
circumstances, it will sell call options on the S&P 500
Index or related ETFs in an amount that is between 25% and 75%
of the value of the Funds portfolio. As the seller of the
S&P 500 Index or related ETF call options, the Fund
will receive cash (the premium) from the purchaser.
Depending upon the type of call option, the purchaser of an
index or related ETF call option either (i) has the right
to any appreciation in the value of the index or related ETF
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
index or related ETF over the exercise price at any time prior
to the expiration of the option. If the purchaser does not
exercise the option, the Fund retains the premium. If the
purchaser exercises the option, the Fund pays the purchaser the
difference between the price of the index or related ETF and the
exercise price of
|
|
|
*
|
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.
|
8
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
the option. The premium, the exercise price and
the market price of the index or related ETF determine the gain
or loss realized by the Fund as the seller of the index
|
|
|
or related ETF 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.
|
|
|
During periods in which the U.S. equity
markets are generally unchanged or falling, a diversified
portfolio with a S&P 500 Index and related ETF call
option strategy may outperform the same portfolio without the
options because of the premiums received from writing call
options. Similarly, in a modestly rising market (where the
income from premiums exceeds the aggregate appreciation of the
underlying index or related ETF over their exercise prices) such
a portfolio may outperform the same portfolio without the
options. However, in other rising markets (where the aggregate
appreciation of the underlying index or related ETF over its
exercise price exceeds the income from premiums), a portfolio
with a S&P 500 Index and related ETF call strategy
could significantly underperform the same portfolio without the
options.
|
|
|
Tax-Efficient
Investing.
The Fund seeks to achieve
returns primarily in the form of qualifying dividends paid on
common stocks, capital gains from the options and portfolio
securities the Fund sells, and unrealized price appreciation,
and may use different strategies in seeking tax-efficiency.
These strategies include:
|
|
|
|
|
n
|
Limiting portfolio turnover that may result in
short-term capital gains
|
|
n
|
Selling tax lots of securities that have a higher
tax basis before selling tax lots of securities that have a
lower tax basis
|
|
|
|
|
The Funds practice of writing call options,
however, will generally result in short-term and long-term
capital gains or losses each year under special tax rules
applicable to those transactions. The Fund will seek to offset
the short-term capital gains from option writing by generating
offsetting short-term capital losses in the portfolio. The tax
goals of this Fund differ from those of the Structured
Tax-Managed Equity Fund described elsewhere in this prospectus.
The U.S. Equity Dividend and Premium Fund does not seek to defer
the realization of long-term capital gains. It merely seeks to
avoid or minimize any net short-term capital gains. See
Taxation-Distributions below.
|
|
|
|
|
Other.
The
Funds investments in fixed income securities are limited
to securities that are considered cash equivalents.
|
|
9
|
|
|
|
Goldman Sachs
International Equity Dividend
|
|
|
|
and Premium Fund
|
|
|
|
|
FUND FACTS
|
|
|
|
|
|
|
|
|
|
Objective:
|
|
Total return, with an
emphasis on income
|
|
|
|
|
Benchmark:
|
|
MSCI
EAFE
®
Index (net of withholding taxes, unhedged) and Lehman Brothers
Global Aggregate Bond Index
|
|
|
|
|
Investment
Focus:
|
|
Large-cap equity
investments in companies that are organized outside the United
States or whose securities are primarily traded outside the
United States along with exposure to MSCI
EAFE
®
Index or related ETF option call writing
|
|
|
|
|
Investment
Style:
|
|
Quantitative, applied to
non-U.S. growth and value stocks
|
|
|
|
|
Symbol:
|
|
GIDHX
|
|
|
|
|
The Fund seeks to maximize total return with an
emphasis on income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
The Fund seeks to achieve its objective primarily
through investment in large-cap equity investments in companies
that are organized outside the United States or whose securities
are primarily traded outside the United States along with
exposure to MSCI
EAFE
®
Index or related ETF option call writing.
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its Net Assets in
dividend-paying equity investments in companies that are
organized outside the United States or whose securities are
principally traded outside the United States with public stock
market capitalizations (based upon shares available for trading
on an unrestricted basis) within the range of the market
capitalization of the MSCI
EAFE
®
Index at the time of investment.*
|
|
|
|
|
The Fund may allocate its assets among countries
as determined by the Investment Adviser from time to time,
provided the Funds assets are invested in at least three
|
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice 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.
|
10
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
foreign countries. The Fund may invest in the
securities of issuers in emerging countries.
|
|
|
|
The Fund uses a variety of quantitative
techniques when selecting investments. The Fund will seek to
maintain risk, style, capitalization and industry
characteristics similar to the MSCI
EAFE
®
Index.
|
|
|
|
|
The Fund invests primarily in a diversified
portfolio of common stocks of large-cap foreign issuers
represented in the MSCI
EAFE
®
Index and maintains industry weightings similar to those of the
Index.
|
|
|
|
|
The Fund seeks to generate additional cash flow
by the sale of call options on the MSCI
EAFE
®
Index, other national or regional stock market indices or
related ETFs. The volatility of the Funds portfolio is
expected to be reduced by the Funds sale of call options.
The Fund anticipates that its cash flow will be derived from
dividends on the common stock in its portfolio and premiums it
receives from selling MSCI
EAFE
®
Index, other national or regional stock market indices or
related ETF call options. Cash flow from dividends will
generally be considered income and will be included in quarterly
distributions of income. Cash flow from options premiums
is considered to be capital and will be included in the
Funds annual distribution of net capital gains. In
addition, the Funds returns will be affected by the
capital appreciation and depreciation of the securities held in
its portfolio.
|
|
|
|
|
The Fund expects that, under normal
circumstances, it will sell call options on the MSCI
EAFE
®
Index, other national or regional stock market indices or
related ETFs in an amount that is between 25% and 75% of the
value of the Funds portfolio. As the seller of the index
options or related ETF call options, the Fund will receive cash
(the premium) from the purchaser. Depending upon the
type of call option, the purchaser of an index or related ETF
call option either (i) has the right to any appreciation in
the value of the index or related ETF 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 index or related ETF over the
exercise price at any time prior to the expiration of the
option. If the purchaser does not exercise the option, the Fund
retains the premium. If the purchaser exercises the option, the
Fund pays the purchaser the difference between the price of the
index or related ETF and the exercise price of the option. The
premium, the exercise price and the market price of the index or
related ETF determine the gain or loss realized by the Fund as
the seller of the index or related ETF call option. The Fund can
also
|
|
11
|
|
|
|
Goldman Sachs
International Equity Dividend
|
|
|
|
and Premium Fund
continued
|
|
|
|
|
|
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.
|
|
|
|
|
During periods in which the international equity
markets are generally unchanged or falling, a diversified
portfolio with index and related ETF call option strategy may
outperform the same portfolio without the options because of the
premiums received from writing call options. Similarly, in a
modestly rising market (where the income from premiums exceeds
the aggregate appreciation of the underlying index or related
ETF over their exercise prices) such a portfolio may outperform
the same portfolio without the options. However, in other rising
markets (where the aggregate appreciation of the underlying
index or related ETF over its exercise price exceeds the income
from premiums), a portfolio with an index and related ETF call
strategy could significantly underperform the same portfolio
without the options.
|
|
|
|
|
Tax-Efficient
Investing.
The Fund seeks to achieve
returns primarily in the form of qualifying dividends paid on
common stocks, capital gains from the options and portfolio
securities the Fund sells, and unrealized price appreciation.
Typically the Fund will realize capital gains from the options
strategy in a declining market. In a rising market the Fund does
not expect to realize capital gains from the option strategy.
The Fund may use different strategies in seeking tax-efficiency.
These strategies include:
|
|
|
|
|
|
|
n
|
Limiting portfolio turnover that may result in
short-term capital gains
|
|
|
|
n
|
Selling tax lots of securities that have a higher
tax basis before selling tax lots of securities that have a
lower tax basis
|
|
|
|
|
|
The Funds practice of writing call options,
however, will generally result in short-term capital gains or
losses each year under special tax rules applicable to those
transactions. The Fund will seek to offset the short-term
capital gains from option writing by generating offsetting
short-term capital losses in the portfolio. See
Taxation-Distributions.
|
|
|
|
|
Other.
The
Funds investments in fixed income securities are limited
to securities that are considered to be cash equivalents.
|
|
12
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
Goldman Sachs
Structured Tax-Managed Equity Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term after-tax growth
of capital
|
|
|
|
|
Benchmark:
|
|
Russell 3000 Index
|
|
|
|
|
Investment
Focus:
|
|
A total market, broadly
diversified portfolio of U.S. equity investments
|
|
|
|
|
Investment
Style:
|
|
Tax-managed quantitative
focus
|
|
|
|
|
Symbol:
|
|
GCTIX
|
|
|
|
|
The Fund seeks to provide long-term after-tax
growth of capital through tax-sensitive participation in a
broadly diversified portfolio of U.S. equity securities.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its net assets plus
any borrowings for investment purposes (measured at time of
purchase) (Net Assets) in equity investments in U.S.
issuers, including foreign issuers that are traded in the United
States.*
|
|
|
The Fund uses both a variety of quantitative
techniques and fundamental research when selecting investments
which have the potential to maximize the Funds after-tax
return, and minimize capital gains and income distributions. The
Fund will seek to maintain risk, style, capitalization and
industry characteristics similar to the Russell 3000 Index.
|
|
|
Tax-Managed
Investing.
In managing the Fund,
the Investment Adviser balances investment considerations and
tax considerations. The Fund seeks to achieve returns
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in a Funds
policy to invest at least 80% of its Net Assets in the
particular type of investment suggested by its name.
|
13
|
|
|
Goldman Sachs
Structured Tax-Managed
Equity Fund
continued
|
primarily in the form of price appreciation
(which is not subject to current tax), and may use different
strategies in seeking tax-efficiency. These strategies include:
|
|
|
|
|
n
|
Offsetting long-term and short-term capital gains
with long-term and short-term capital losses and creating loss
carryforward positions
|
|
|
n
|
Limiting portfolio turnover that may result in
taxable gains
|
|
n
|
Selling tax lots of securities that have a higher
tax basis before selling tax lots of securities that have a
lower tax basis
|
|
|
|
In situations where the Fund would otherwise be
required to sell portfolio securities to meet shareholder
redemption requests (and possibly realizing taxable gains), the
Fund may borrow money to make the necessary redemption payments.
In addition, Goldman Sachs may, but would not in any instance be
required to, make contemporaneous purchases of Fund shares for
its own account that would provide the Fund with cash to meet
its redemption payment obligations.
|
|
|
When the Fund borrows money, the Investment
Adviser intends to hedge the excess market exposure created by
borrowing. There is no guarantee such hedging will be completely
effective.
|
|
|
The Fund may not achieve its investment objective
of providing after-tax growth of capital for various
reasons. Implementation of tax-managed investment strategies may
not materially reduce the amount of taxable income and capital
gains distributed by the Fund to shareholders.
|
|
|
|
Other.
The
Funds investments in fixed income securities are limited
to securities that are considered cash equivalents.
|
|
|
|
The Fund is not a suitable investment for IRAs,
other tax-exempt or tax-deferred accounts or for other investors
who are not sensitive to the federal income tax consequences of
their investments.
|
14
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
Goldman Sachs
Structured International
Tax-Managed Equity Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term after-tax growth
of capital through tax-sensitive participation in a broadly
diversified portfolio of international equity securities
|
|
|
|
|
Benchmark:
|
|
MSCI
EAFE
®
Index (net of withholding taxes, unhedged)
|
|
|
|
|
Investment
Focus:
|
|
A total market, broadly
diversified portfolio of equity investments in companies that
are organized outside the United States or whose securities are
principally traded outside the United States
(international equity securities)
|
|
|
|
|
Investment
Style:
|
|
Tax-managed quantitative
focus
|
|
|
|
|
Symbol:
|
|
GHTMX
|
|
|
|
|
The Fund seeks to provide long-term after-tax
growth of capital through tax-sensitive participation in a
broadly diversified portfolio of international equity securities.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its net assets plus
any borrowings for investment purposes (measured at time of
purchase) (Net Assets) in international equity
securities.*
|
|
|
|
|
As discussed in General Investment
Management Approach, the Funds investments are
selected using a variety of quantitative techniques, derived
from fundamental research including but not limited to
valuation, momentum, management, sentiment, profitability and
quality, in seeking to maximize the Funds expected return.
|
|
|
|
|
The Fund expects to maintain risk, style,
capitalization and industry characteristics similar to the MSCI
EAFE
®
Index.
|
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice before any
change in the Funds policy to invest at least 80% of its
Net Assets in the particular type of investment suggested by its
name.
|
15
|
|
|
Goldman Sachs
Structured International
Tax-Managed Equity Fund
continued
|
|
|
|
|
The Fund may allocate its assets among countries
as determined by the Investment Adviser from time to time,
provided the Funds assets are invested in at least three
foreign countries. The Fund may invest in the securities of
issuers in emerging countries.
|
|
|
|
|
Tax-Managed
Investing.
In managing the Fund,
the Investment Adviser balances investment considerations and
tax considerations. The Fund seeks to achieve returns primarily
in the form of price appreciation (which is not subject to
current tax), and may use different strategies in seeking
tax-efficiency. These strategies include:
|
|
|
|
|
|
|
n
|
Offsetting long-term and short-term capital gains
with long-term and short-term capital losses and creating loss
carryforward positions
|
|
|
|
n
|
Limiting portfolio turnover that may result in
taxable gains
|
|
|
|
n
|
Selling tax lots of securities that have a higher
tax basis before selling tax lots of securities that have a
lower tax basis
|
|
|
|
|
|
In situations where the Fund would otherwise be
required to sell portfolio securities to meet shareholder
redemption requests (and possibly realizing taxable gains), the
Fund may borrow money to make the necessary redemption payments.
In addition, Goldman Sachs may, but would not in any instance be
required to, make contemporaneous purchases of Fund shares for
its own account that would provide the Fund with cash to meet
its redemption payment obligations.
|
|
|
|
|
When the Fund borrows money, the Investment
Adviser intends to hedge the excess market exposure created by
borrowing. There is no guarantee such hedging will be completely
effective.
|
|
|
|
|
The Fund may not achieve its investment objective
of providing after-tax growth of capital for various
reasons. Implementation of tax-managed investment strategies may
not materially reduce the amount of taxable income and capital
gains distributed by the Fund to shareholders.
|
|
|
|
|
Other.
The
Funds investments in fixed income securities are limited
to securities that are considered cash equivalents.
|
|
|
|
|
The Fund is not a suitable investment for IRAs,
other tax-exempt or tax-deferred accounts or for other investors
who are not sensitive to the federal income tax consequences of
their investments.
|
|
16
Other Investment Practices
and Securities
The tables below and on the following page
identify some of the investment techniques that may (but are not
required to) be used by the Funds in seeking to achieve their
investment objectives. The tables also highlight the differences
and similarities among the Funds in their use of these
techniques and other investment practices and investment
securities. Numbers in this table show allowable usage only; for
actual usage, consult the Funds annual/semi-annual
reports. For more information about these and other investment
practices and securities, see Appendix A. Each Fund
publishes on its website (http://www.goldmansachsfunds.com)
complete portfolio holdings for the Fund as of the end of each
calendar quarter subject to a fifteen calendar-day lag between
the date of the information and the date on which the
information is disclosed. In addition, the Funds publish on
their website month-end top ten holdings subject to a ten
calendar-day lag between the date of the information and the
date on which the information is disclosed. This information
will be available on the website until the date on which a Fund
files its next quarterly portfolio holdings report on
Form N-CSR or Form N-Q with the SEC. In addition, a
description of a Funds policies and procedures with
respect to the disclosure of a Funds portfolio holdings is
available in the Funds Statement of Additional Information
(SAI).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (including securities lending collateral)
(italic type)
|
|
|
|
|
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
|
|
|
|
|
|
|
|
|
Structured
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
Structured
|
|
International
|
limited only by the objectives and strategies
|
|
U.S. Equity
|
|
Equity
|
|
Tax-Managed
|
|
Equity
|
of the Fund
|
|
Dividend and
|
|
Dividend and
|
|
Equity
|
|
Dividend and
|
Not permitted
|
|
Premium Fund
|
|
Premium Fund
|
|
Fund
|
|
Premium Fund
|
|
|
Investment
Practices
|
|
|
|
|
|
|
|
Borrowings
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
Credit, Currency, Index,
Interest Rate, Total Return and Mortgage Swaps and Options on
Swaps
*
|
|
|
|
|
|
|
|
|
|
Cross Hedging of Currencies
|
|
|
|
|
|
|
|
|
|
Custodial Receipts and
Trust Certificates
|
|
|
|
|
|
|
|
|
|
Equity
Swaps
*
|
|
15
|
|
15
|
|
15
|
|
15
|
|
Foreign Currency
Transactions
**
|
|
|
|
|
|
|
|
|
|
Futures Contracts and
Options on Futures Contracts
|
|
2
|
|
|
|
2
|
|
|
|
Interest Rate Caps, Floors
and Collars
|
|
|
|
|
|
|
|
|
|
Investment Company
Securities (including exchange-traded funds)
|
|
10
|
|
10
|
|
10
|
|
10
|
|
Mortgage Dollar Rolls
|
|
|
|
|
|
|
|
|
|
Options on Foreign
Currencies
|
|
|
|
|
|
|
|
|
|
Options on Securities and
Securities Indices
1
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
|
|
|
|
Securities Lending
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
Unseasoned Companies
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Warrants
and Stock Purchase Rights
|
|
|
|
|
|
|
|
|
|
When-Issued Securities and
Forward Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
**
|
|
Limited by the amount each Fund may invest in
foreign securities.
|
|
1
|
|
The Funds may sell covered call and put
options and purchase call and put options.
|
|
|
2
|
|
The U.S. Equity Dividend and Premium Fund and
Structured Tax-Managed Equity Fund may enter into futures
transactions only with respect to U.S. equity
indices.
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (excluding securities lending collateral)
(italic type)
|
|
|
|
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
|
|
|
|
|
|
|
|
|
Structured
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
Structured
|
|
International
|
limited only by the objectives and strategies
|
|
U.S. Equity
|
|
Equity
|
|
Tax-Managed
|
|
Tax-Managed
|
of the Fund
|
|
Dividend and
|
|
Dividend and
|
|
Equity
|
|
Equity
|
Not permitted
|
|
Premium Fund
|
|
Premium Fund
|
|
Fund
|
|
Fund
|
|
|
Investment
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American, European and
Global Depositary Receipts
|
|
|
|
3
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
Bank
Obligations
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
Securities
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Debt
Obligations
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments
|
|
|
80
|
+
|
|
|
80
|
+
|
|
|
80
|
+
|
|
|
80
|
+
|
Emerging Country Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Income Securities
|
|
|
20
6
|
|
|
|
20
|
|
|
|
20
6
|
|
|
|
20
|
|
Foreign Securities
|
|
|
7
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
Real Estate Investment
Trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured
Securities
*
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Investments
|
|
|
35
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
U.S. Government
Securities
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and
swap transactions that are not deemed liquid.
|
|
3
|
|
The U.S. Equity Dividend and Premium Fund
and Structured Tax-Managed Equity Fund do not invest in European
Depositary Receipts.
|
|
|
4
|
|
Limited by the amount the Fund invests in
fixed income securities.
|
|
|
5
|
|
Convertible securities purchased by the Funds
use the same rating criteria for convertible and non-convertible
debt securities.
|
|
|
6
|
|
Cash equivalents only.
|
|
|
7
|
|
Equity securities of foreign issuers must be
traded in the United States.
|
|
18
Principal Risks of the Funds
Loss of money is a risk of investing in each
Fund. An investment in a Fund is not a deposit of any bank and
is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes important risks that apply to the Funds and may
result in a loss of your investment. None of the Funds should be
relied upon as a complete investment program. There can be no
assurance that a Fund will achieve its investment objective.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
International
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
Structured
|
|
|
Dividend
|
|
Dividend
|
|
Structured
|
|
International
|
|
|
and
|
|
and
|
|
Tax-Managed
|
|
Tax-Managed
|
Applicable
|
|
Premium
|
|
Premium
|
|
Equity
|
|
Equity
|
Not applicable
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
NAV
|
|
|
|
|
|
|
|
|
Credit/Default
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
Emerging Countries
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
Liquidity
|
|
|
|
|
|
|
|
|
REIT
|
|
|
|
|
|
|
|
|
Investment Style
|
|
|
|
|
|
|
|
|
Mid Cap and Small Cap
|
|
|
|
|
|
|
|
|
Tax-Managed Investment Risk
|
|
|
|
|
|
|
|
|
Option Writing
|
|
|
|
|
|
|
|
|
|
General
Risks:
|
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of a Fund and the value of your
investment will fluctuate.
|
|
|
n
|
Credit/Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by a Fund may
default on its obligation to pay interest and repay principal.
|
|
n
|
Foreign
Risk
The risk that when a
Fund invests in foreign securities, it will be subject to risk
of loss not typically associated with domestic issuers. Loss may
result because of less foreign government regulation, less
public information and less economic, political and social
stability. Loss may also result from the imposition of exchange
controls, confiscations and other government restrictions. A
Fund will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when a Fund invests in issuers located in emerging
countries.
|
19
|
|
|
n
|
Emerging Countries
Risk
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. Further, investment in equity
securities of issuers located in certain emerging countries
involves risk of loss resulting from problems in share
registration and custody and substantial economic and political
disruptions. These risks are not normally associated with
investments in more developed countries.
|
|
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have experienced periods of
substantial price volatility in the past and may do so again in
the future.
|
|
|
n
|
Derivatives
Risk
The risk that loss may
result from a Funds investments in options, futures,
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 a Fund.
|
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Market
Risk
The risk that the value
of the securities in which a Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods.
|
|
n
|
Liquidity
Risk
The risk that a Fund may
invest to a greater degree in instruments that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also, the risk that a 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, a Fund may have to accept a lower price
or may not be able to sell the instruments 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. To meet redemption
requests, a Fund may be forced to sell liquid securities, at an
unfavorable time and conditions.
|
|
Funds that invest in REITs and emerging country
issuers may be especially subject to the risk that during
certain periods, the liquidity of particular issuers or
industries, or all securities within particular investment
categories, will shrink or disappear suddenly and without
warning as a result of adverse economic, market or political
events, or adverse investor perceptions, whether or not accurate.
Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) may invest a
significant percentage of their assets in certain of the Funds
and other
20
PRINCIPAL RISKS OF THE
FUNDS
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 a
Fund may further increase liquidity risk and may impact a
Funds NAV.
|
|
n
|
REIT
Risk
Investing in REITs
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable a Fund to
effect sales at an advantageous time or without a substantial
drop in price.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. A Fund
may outperform or underperform other funds that employ a
different investment style. Examples of different investment
styles include growth and value investing. Growth stocks may be
more volatile than other stocks because they are more sensitive
to investor perceptions of the issuing companys growth of
earnings potential. Growth companies are often expected by
investors to increase their earnings at a certain rate. When
these expectations are not met, investors can punish the stocks
inordinately even if earnings showed an absolute increase. Also,
since growth companies usually invest a high portion of earnings
in their business, growth stocks may lack the dividends of some
value stocks that can cushion stock prices in a falling market.
Growth oriented funds will typically underperform when value
investing is in favor. Value stocks are those that are
undervalued in comparison to their peers due to adverse business
developments or other factors.
|
|
n
|
Mid Cap and Small Cap
Risk
The securities of small
capitalization and mid-capitalization companies involve greater
risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price
movements. Securities of such issuers may lack sufficient market
liquidity to enable a Fund to effect sales at an advantageous
time or without a substantial drop in price. Both mid-cap and
small-cap companies often have narrower markets and more limited
managerial and financial resources than larger, more established
companies. As a result, their performance can be more volatile
and they face greater risk of business failure, which could
increase the volatility of a Funds portfolio. Generally,
the smaller the company size, the greater these risks.
|
Other
Specific Risks:
|
|
n
|
Tax-Managed Investment
Risk
Because the Investment
Adviser balances investment considerations and tax
considerations, the pre-tax performance of the Funds may be
lower than the performance of similar Funds that are not tax-
|
21
|
|
|
|
managed. This is because the Investment Adviser
may choose not to make certain investments that may result in
taxable distributions. Even though tax-managed strategies are
being used, they may not reduce the amount of taxable income and
capital gains distributed by the Funds to shareholders. A high
percentage of each Funds NAV may consist of unrealized
capital gains, which represent a potential future tax liability
to shareholders. The Structured Tax-Managed Equity Fund and the
Structured International Tax-Managed Equity Fund are not
suitable investments for IRAs, other tax-exempt or tax-deferred
accounts or for other investors who are not sensitive to the
federal income tax consequences of their investments.
|
|
|
n
|
Option Writing
Risk
Writing (selling) call
options limits the opportunity to profit from an increase in the
market value of stocks in exchange for up-front cash at the time
of selling the call option. When the U.S. Equity Dividend
and Premium Fund and International Equity Dividend and Premium
Fund write (sell) S&P 500 Index, MSCI
EAFE
®
Index or related ETF call options, they receive cash but limit
their opportunity to profit from an increase in the market value
of the S&P 500 Index, MSCI
EAFE
®
Index or related ETF beyond the exercise price (plus the premium
received) of the option. In a rising market, the
U.S. Equity Dividend and Premium Fund and the International
Equity Dividend and Premium Fund could significantly
underperform the market. The Funds option strategies may
not fully protect them against declines in the value of the
market. Cash received from premiums will enhance return in
declining markets, but a Fund will continue to bear the risk of
a decline in the value of the securities held in its portfolio.
The benefit from writing a call option is limited to the amount
of premium received. In a period of a sharply falling equity
market, the Funds will likely also experience sharp declines in
their net asset value.
|
|
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.
22
HOW THE FUNDS
HAVE PERFORMED
|
|
|
|
The bar charts and tables on the following pages
provide an indication of the risks of investing in a Fund by
showing: (a) changes in the performance of a Funds
Institutional Shares from year to year; and (b) how the
average annual total returns of a Funds Institutional
Shares compare to those of broad-based securities market
indices. The bar chart (including Best Quarter and
Worst Quarter information) and table assume
reinvestment of dividends and distributions. A Funds past
performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future.
Performance reflects expense limitations in effect. If expense
limitations were not in place, a Funds performance would
have been reduced.
|
|
|
|
The Goldman Sachs International Equity Dividend
and Premium Fund and Structured International Tax-Managed Equity
Fund commenced operations on January 10, 2008. No
performance information regarding the Goldman Sachs
International Equity Dividend and Premium Fund and
Structured International Tax-Managed Equity Fund
is included in this section because such Funds have less
than one calendar year of performance.
|
|
INFORMATION ON
AFTER-TAX RETURNS
|
|
|
|
These definitions apply to the after-tax returns.
|
|
|
Average
Annual Total Returns Before
Taxes.
These returns do not
reflect taxes on distributions on a Funds Institutional
Shares nor do they show how performance can be impacted by taxes
when shares are redeemed (sold) by you.
|
|
|
Average
Annual Total Returns After Taxes on
Distributions.
These returns
assume that taxes are paid on distributions on a Funds
Institutional Shares (
i.e.
, dividends and capital
gains) but do not reflect taxes that may be incurred upon
redemption (sale) of the Institutional Shares at the end of the
performance period.
|
|
|
Average
Annual Total Returns After Taxes on Distributions and Sale of
Shares.
These returns reflect
taxes paid on distributions on a Funds Institutional
Shares and taxes applicable when the shares are redeemed (sold).
|
|
|
Note on
Tax Rates.
The after-tax
performance figures are calculated using the historically
highest individual federal marginal income tax rates at the time
of the distributions and do not reflect state and local taxes.
In calculating the federal income taxes due on redemptions,
capital gains taxes resulting from a redemption are subtracted
from the redemption proceeds and the tax benefits from capital
losses resulting from the redemption are added to the redemption
proceeds. Under certain circumstances, the addition of the tax
benefits from capital losses resulting from redemptions may
cause the Returns After Taxes on Distributions and Sale of Fund
Shares to be greater than the Returns After Taxes on
Distributions or even the Returns Before Taxes.
|
23
U.S. Equity Dividend and
Premium Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q4
06 6.22%
Worst
Quarter*
Q4 07 -4.52%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
Since Inception
|
|
|
|
|
|
|
Institutional Shares
(Inception
8/31/05)
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
3.39%
|
|
|
|
8.68
|
%
|
Returns After Taxes on
Distributions**
|
|
|
1.99%
|
|
|
|
7.57
|
%
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
4.10%
|
|
|
|
7.40
|
%
|
S&P
500
®
Index***
|
|
|
5.49%
|
|
|
|
10.29
|
%
|
Lehman Brothers Aggregate
Bond Index****
|
|
|
6.97%
|
|
|
|
4.61
|
%
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rates
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
***
|
|
The
S&P 500
®
Index is the Standard & Poors 500 Composite
Stock Price Index of 500 stocks, an unmanaged index of
common stock prices. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
****
|
|
The Lehman Brothers Aggregate Bond Index is an
unmanaged index of bond prices. The Index figures do not reflect
any deduction for fees, expenses or taxes. An investor cannot
invest directly in an index.
|
24
FUND PERFORMANCE
Structured Tax-Managed Equity
Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q2 03 +14.71%
Worst
Quarter*
Q3 02 -15.18%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
Institutional Shares
(Inception
4/3/00)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-0.65%
|
|
|
|
13.78%
|
|
|
|
2.52
|
%
|
Returns After Taxes on
Distributions**
|
|
|
-0.83%
|
|
|
|
13.67%
|
|
|
|
2.43
|
%
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-0.18%
|
|
|
|
12.10%
|
|
|
|
2.15
|
%
|
Russell 3000 Index***
|
|
|
5.14%
|
|
|
|
13.62%
|
|
|
|
1.99
|
%
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rates
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
***
|
|
The unmanaged Russell 3000 Index measures the
performance of the 3,000 largest U.S. companies based on total
market capitalization. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
25
Fund Fees and Expenses
(Institutional Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Institutional Shares of a Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
Structured
|
|
|
U.S. Equity
|
|
Equity
|
|
Structured
|
|
International
|
|
|
Dividend and
|
|
Dividend and
|
|
Tax-Managed
|
|
Tax-Managed
|
|
|
Premium
|
|
Premium
|
|
Equity
|
|
Equity
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
|
|
2.00%
|
1
|
|
|
None
|
|
|
|
2.00%
|
1
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
3
|
|
|
0.75%
|
|
|
|
0.81%
|
|
|
|
0.70%*
|
|
|
|
0.85%*
|
|
Distribution and Service
(12b-1) Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Other Expenses
4
*
|
|
|
0.11%
|
|
|
|
0.46%
|
|
|
|
0.13%
|
|
|
|
0.53%
|
|
|
Total Fund Operating
Expenses*
|
|
|
0.86%
|
|
|
|
1.27%
|
|
|
|
0.83%
|
|
|
|
1.38%
|
|
|
See pages 27 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses and Total Fund Operating Expenses
shown in the table above do not reflect voluntary fee waivers
and/or expense limitations currently in place with respect to
the Funds. The Funds Management Fees,
Other Expenses and Total Fund Operating
Expenses, after any waivers and expense limitations, are
as set forth below. These fee waivers and expense limitations
application of current may be modified or terminated at any time
at the option of the Investment Adviser and without shareholder
approval. If this occurs, the Management Fees,
Other Expenses and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
Structured
|
|
|
U.S. Equity
|
|
Equity
|
|
Structured
|
|
International
|
|
|
Dividend and
|
|
Dividend and
|
|
Tax-Managed
|
|
Tax-Managed
|
|
|
Premium
|
|
Premium
|
|
Equity
|
|
Equity
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
3
|
|
|
0.75%
|
|
|
|
0.81%
|
|
|
|
0.65%
|
|
|
|
0.81%
|
|
Distribution and Service (12b-1) Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Other Expenses
4
|
|
|
0.09%
|
|
|
|
0.09%
|
|
|
|
0.04%
|
|
|
|
0.05%
|
|
|
Total Fund Operating Expenses (after current
|
|
|
|
|
|
|
|
|
|
|
|
|
waivers and expense limitations)
|
|
|
0.84%
|
|
|
|
0.90%
|
|
|
|
0.69%
|
|
|
|
0.86%
|
|
|
26
FUND FEES AND EXPENSES
|
|
|
|
1
|
|
A 2% redemption fee will be imposed on the
redemption of shares (including by exchange) of the
International Equity Dividend and Premium Fund and the
Structured International Tax-Managed Equity Fund held for 30
calendar days or less.
|
|
|
2
|
|
Except for the International Equity Dividend
and Premium Fund and the Structured International Tax-Managed
Equity Fund, the Funds annual operating expenses are based
on actual expenses incurred for the fiscal year ended
December 31, 2007. The annual operating expenses for the
International Equity Dividend and Premium Fund and the
Structured International Tax-Managed Equity Fund are based on
amount expected to be incurred for the fiscal year ending
December 31, 2008.
|
|
|
3
|
|
The Investment Adviser is entitled to
management fees from the Funds at the annual rates equal to the
following percentages of the average daily net assets of the
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
|
|
Fund
|
|
Annual Rate
|
|
Net Assets
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend
|
|
|
0.75%
|
|
|
First $
|
1 billion
|
|
|
|
and Premium
|
|
|
0.68%
|
|
|
Next $
|
1 billion
|
|
|
|
|
|
|
0.65%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
International Equity
|
|
|
0.81%
|
|
|
First $
|
1 billion
|
|
|
|
Dividend and
|
|
|
0.77%
|
|
|
Next $
|
1 billion
|
|
|
|
Premium
|
|
|
0.73%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
Structured Tax-Managed
|
|
|
0.70%
|
|
|
First $
|
1 billion
|
|
|
|
Equity
|
|
|
0.63%
|
|
|
Next $
|
1 billion
|
|
|
|
|
|
|
0.60%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
Structured International
|
|
|
0.85%
|
|
|
First $
|
1 billion
|
|
|
|
Tax-Managed Equity
|
|
|
0.77%
|
|
|
Next $
|
1 billion
|
|
|
|
|
|
|
0.73%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally, the Investment Adviser is
currently voluntarily waiving a portion of its management fee
equal to 0.05% and 0.04% based on the average daily net assets
of the Structured Tax-Managed Equity Fund and the Structured
International Tax-Managed Equity Fund, respectively. As a
result, the Investment Adviser is currently receiving a
management fee from the Structured Tax-Managed Equity Fund and
the Structured International Tax-Managed Equity Fund at the
annual rate of 0.65% and 0.81%, respectively.
|
|
|
4
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.04%
of the average daily net assets of each 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
meetings and other extraordinary expenses, exclusive of any
custody and transfer agent fee credit reductions) to the
following percentages of each Funds average daily net
assets:
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Fund
|
|
Expenses
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and
Premium
|
|
|
0.054
|
|
|
|
International Equity Dividend and
Premium
|
|
|
0.054
|
|
|
|
Structured Tax-Managed Equity
|
|
|
0.004
|
|
|
|
Structured International Tax-Managed
Equity
|
|
|
0.014
|
|
|
|
27
Fund Fees and Expenses
continued
Example
The following Example is intended to help you
compare the cost of investing in a Fund (without the waivers and
expense limitations) with the cost of investing in other mutual
funds. The Example assumes that you invest $10,000 in
Institutional Shares of a Fund for the time periods indicated
and then redeem all of your Institutional Shares at the end of
those periods. The Example also assumes that your investment has
a 5% return each year and that a 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
|
|
5 Years
|
|
10 Years
|
|
|
U.S. Equity
Dividend and Premium
|
|
$
|
88
|
|
|
$
|
274
|
|
|
$
|
477
|
|
|
$
|
1,061
|
|
|
International Equity
Dividend and Premium
|
|
$
|
129
|
|
|
$
|
403
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
Structured Tax-Managed
Equity
|
|
$
|
85
|
|
|
$
|
265
|
|
|
$
|
460
|
|
|
$
|
1,025
|
|
|
Structured
International Tax-Managed Equity
|
|
$
|
140
|
|
|
$
|
437
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
Institutions that invest in Institutional Shares
on behalf of their customers may charge other fees directly to
their customer accounts in connection with their investments.
You should contact your institution for information regarding
such charges. Such fees, if any, may affect the return such
customers realize with respect to their investments.
Certain institutions that invest in Institutional
Shares on behalf of their customers may receive other
compensation in connection with the sale and distribution of
Institutional Shares or for services to their customers
accounts and/or the Funds. For additional information regarding
such compensation, see Shareholder Guide in the
Prospectus and Payments to Intermediaries in the SAI.
28
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
U.S. Equity Dividend and
Premium
International Equity Dividend and Premium
Structured Tax-Managed Equity
Structured International Tax- Managed Equity
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the SEC since 1990 and is an affiliate of Goldman,
Sachs & Co. (Goldman Sachs). As of
December 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $763 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Funds and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Funds, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Funds:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Funds
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Funds
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
29
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
|
|
For the Fiscal
|
|
|
|
|
Average Daily
|
|
Year Ended
|
Fund
|
|
Contractual Rate
|
|
Net Assets
|
|
December 31, 2007
|
|
|
U.S. Equity Dividend
|
|
|
0.75%
|
|
|
|
First $1 billion
|
|
|
|
0.75%
|
|
|
and Premium
|
|
|
0.68%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.65%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
International Equity
Dividend and Premium
|
|
|
0.81%
0.73%
0.69%
|
|
|
First $1 billion
Next $1 billion
Over $2 billion
|
|
|
0.81%
|
|
|
Structured Tax-Managed
Equity
|
|
|
0.70%
0.63%
0.60%
|
|
|
First $1 billion
Next $1 billion
Over $2 billion
|
|
|
0.65%
|
|
|
Structured International
Tax-Managed Equity
|
|
|
0.85%
0.77%
0.73%
|
|
|
First $1 billion
Next $1 billion
Over $2 billion
|
|
|
0.85%
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
|
|
A discussion regarding the basis for the Board of
Trustees (the Trustees) approval of the
Management Agreement in 2007 for the Funds is available in the
Funds annual report dated December 31, 2007.
|
|
|
|
|
Quantitative
Investment Strategies Team
|
|
|
|
|
n
|
A stable and growing team supported by an
extensive internal staff
|
|
|
n
|
More than $120 billion in equities currently
under management including $60 billion in U.S. equities
|
|
|
n
|
Proprietary research on quantitative models and
tax-advantaged strategies
|
30
SERVICE PROVIDERS
______________________________________________________________________________________________________________
Quantitative
Investment Strategies Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Robert C. Jones, CFA
Co-Chief Investment Officer
Managing Director
|
|
Portfolio
Manager
U.S. Equity Dividend and Premium
International Equity Dividend and Premium
Structured Tax-Managed Equity
Structured International Tax-Managed Equity
|
|
Since
2005
2008
2000
2008
|
|
Mr. Jones joined the
Investment Adviser as a portfolio manager in 1989.
|
|
Mark Carhart, PhD,
CFA
Co-Chief Investment Officer
Managing Director
|
|
Senior Portfolio
Manager
Structured International Tax-Managed Equity International Equity
Dividend and Premium
|
|
Since
2008
2008
|
|
Mr. Carhart joined the
Investment Adviser in 1997 within the Quantitative Investment
Strategies group. He has taken on portfolio management
responsibilities for the Quantitative Equity Funds in
2008.
|
|
Don Mulvihill
Managing Director
|
|
Senior Portfolio
Manager
U.S. Equity Dividend and Premium
International Equity Dividend and Premium
Structured Tax-Managed Equity
Structured International Tax-Managed Equity
|
|
Since
2005
2008
2000
2008
|
|
Mr. Mulvihill joined
the Investment Adviser in 1985 as a portfolio manager. In 1991
he joined the Fixed Income team in London as a portfolio
manager, and in 1992 he became President of Goldman Sachs Asset
Management, Japan. Mr. Mulvihill joined the Quantitative
Equity team in 1999.
|
|
|
|
|
|
Robert C. Jones, CFA and Mark Carhart, PhD, CFA
are Managing Directors and Co-Chief Investment Officers for the
QIS team. Don Mulvihill is the Senior Portfolio Manager
responsible for taxable portfolios, and is responsible for the
Funds portfolio management process, including setting
research priorities and client contact. The computer optimizer
constructs the portfolio based on the teams models and
design and no one person on the team has a subjective override
of the computer optimizer process, except in very specific
limited cases.
|
|
|
|
|
For information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds, see the SAI.
|
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Suite 500, Chicago, Illinois
60606, also serves as each Funds
|
31
|
|
|
transfer agent (the Transfer Agent)
and, as such, performs various shareholder servicing functions.
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Funds. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
a Fund or limit a 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 Funds directly and
indirectly invest. Thus, it is likely that the Funds will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of the Funds and/or which engage in and compete
for transactions in the same types of securities, currencies and
instruments as the Funds. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Funds. The
results of a 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 a
Fund could sustain losses during periods in which Goldman Sachs
and its affiliates and other accounts achieve significant
profits on their trading for proprietary or other accounts. In
addition, the Funds may enter into transactions in which Goldman
Sachs or its other clients have an adverse interest. For
example, a 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 Funds. Transactions by
one or more Goldman Sachs advised-
|
32
SERVICE PROVIDERS
|
|
|
clients or the Investment Adviser may have the
effect of diluting or otherwise disadvantaging the values,
prices or investment strategies of the Funds. A 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 service firm, Goldman Sachs also provides a
wide range of investment banking and financial services to
issuers of securities and investors in securities. Goldman
Sachs, its affiliates and others associated with it may create
markets or specialize in, have positions in and affect
transactions in, securities of issuers held by the Funds, and
may also perform or seek to perform investment banking and
financial services for those issuers. Goldman Sachs and its
affiliates may have business relationships with and purchase or
distribute or sell services or products from or to distributors,
consultants or others who recommend the Funds or who engage in
transactions with or for the Funds. For more information about
conflicts of interest, see the SAI.
|
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Funds may retain an
affiliate of the Investment Adviser to serve as a securities
lending agent for each Fund to the extent that the Funds engage
in the securities lending program. For these services, the
lending agent may receive a fee from the Funds, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. The Board
of Trustees periodically reviews all portfolio securities loan
transactions for which the affiliated lending agent has acted as
lending agent. In addition, the Funds may make brokerage and
other payments to Goldman Sachs and its affiliates in connection
with the Funds portfolio investment transactions, as
permitted by applicable law.
|
|
33
|
|
|
Dividends
|
|
|
Each Fund pays dividends from its investment
income and distributions from net realized capital gains
(although the Structured Tax-Managed Equity Fund attempts to
minimize capital gains and income distributions in seeking its
investment objective). You may choose to have dividends and
distributions paid in:
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
n
|
Shares of the same class of another Goldman Sachs
Fund. Special restrictions may apply. See the 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 applicable Fund.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
|
The Funds investments in foreign securities
may be subject to foreign withholding taxes. Under certain
circumstances, the Funds may elect to pass-through these taxes
to you. If this election is made, a proportionate amount of such
taxes will constitute a distribution to you, which would allow
you either (i) to credit such proportionate amount of
foreign taxes against your U.S. federal income tax liability or
(ii) to take such amount as an itemized deduction.
|
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
Investment
|
|
Capital Gains
|
Fund
|
|
Income Dividends
|
|
Distributions
|
|
|
U.S. Equity Dividend and
Premium
|
|
Quarterly
|
|
Annually
|
|
International Equity
Dividend and Premium
|
|
Quarterly
|
|
Annually
|
|
Structured Tax-Managed
Equity
|
|
Annually
|
|
Annually
|
|
Structured International
Tax-Managed Equity
|
|
Annually
|
|
Annually
|
|
|
|
|
From time to time a portion of a 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.
|
34
DIVIDENDS
|
|
|
When you purchase shares of a Fund, part of the
NAV per share may be represented by undistributed income and/or
undistributed 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.
|
35
|
|
|
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 Funds?
|
|
|
You may purchase Institutional Shares on any
business day at their NAV next determined after receipt of an
order. No sales load is charged. In order to make an initial
investment in a Fund, you must furnish to the Fund or your
financial institution an 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 Funds 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,
a Fund may accept cashiers checks or official bank checks.
|
|
|
|
|
|
It is strongly recommended that payment be
effected by wiring federal funds.
|
|
|
|
|
It is expected that checks will be converted to
federal funds within two business days after receipt.
|
|
|
|
|
How Do
I Purchase Shares Through A Financial Institution?
|
|
|
Certain institutions (including banks, trust
companies, brokers and investment advisers) that provide
recordkeeping, reporting and processing services to their
customers may be authorized to accept, on behalf of the Trust,
purchase, redemption and exchange orders placed by or on behalf
of their customers, and may designate other intermediaries to
accept such orders, if approved by the Trust. In these cases:
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
institution or other financial intermediary on a business day,
and the order will be priced at the Funds NAV per share
(less
|
36
SHAREHOLDER GUIDE
|
|
|
|
|
|
any applicable redemption fee in the case of
redemption orders) next determined after such acceptance.
|
|
|
|
n
|
Authorized institutions and other financial
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 financial
intermediary to learn whether it is authorized to accept orders
for the Trust. These institutions or other financial
intermediaries (Intermediaries) may receive payments
from the Funds or Goldman Sachs for the services provided by
them with respect to the Funds Institutional Shares. These
payments may be in addition to other payments borne by the Funds.
|
|
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments or provide services to authorized
dealers and other Intermediaries to promote the sale,
distribution and/ or servicing of shares of the Funds and other
Goldman Sachs Funds. These payments are made out of the
Investment Advisers, Distributors and/ or their
affiliates own assets, and are not an additional charge to
the Funds. Such payments are intended to compensate
Intermediaries for, among other things: marketing shares of the
Funds and other Goldman Sachs Funds, which may consist of
payments relating to Funds included on preferred or recommended
fund lists or in certain sales programs from time to time
sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of Institutional Shares, as
well as sponsor various educational programs, sales contests
and/ or promotions. The payments by the Investment Adviser,
Distributor and/ or their affiliates, which are in addition to
the fees paid for these services by the Funds, may also
compensate Intermediaries for subaccounting, sub-transfer
agency, administrative and/ or shareholder processing services.
These payments may exceed amounts earned on these assets by the
Investment Adviser, Distributor and/or their affiliates for the
performance of these or similar services. The amount of these
additional payments is normally not expected to exceed 0.50%
(annualized) of the amount sold or invested through the
Intermediaries. In addition, certain Intermediaries may have
access to certain services from the Investment Adviser,
Distributor and/or their affiliates, including research reports
and economic analysis, and portfolio analysis tools. In certain
cases, the Intermediary may not pay for these services. Please
refer to the Payments to Intermediaries section of
the SAI for more information about these payments and services.
|
|
37
|
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates and the services received by
an Intermediary may differ for different Intermediaries. The
presence of these payments, receipt of these services and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Authorized Institution or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
|
|
|
In addition to Institutional Shares, each Fund
also offers other classes of shares to investors. These other
share classes are subject to different fees and expenses (which
affect performance), have different minimum investment
requirements and 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.
|
38
SHAREHOLDER GUIDE
|
|
|
What Is
My Minimum Investment In The Funds?
|
|
|
|
|
|
|
Type of Investor
|
|
Minimum Investment
|
|
|
n
Banks,
trust companies or other
depository
institutions investing for
their own account or on
behalf of
their clients
|
|
$1,000,000 in
Institutional Shares of a Fund alone or in combination with
other assets under the management of GSAM and its affiliates
|
n
Section 401(k),
profit sharing, money
purchase
pension, tax-sheltered
annuity, defined benefit
pension, or
other employee benefit plans that
are
sponsored by one or more
employers (including
governmental or
church employers) or
employee
organizations
|
|
|
n
State,
county, city or any
instrumentality,
department,
authority or agency thereof
|
|
|
n
Corporations
with at least $100 million in assets
or
in outstanding publicly traded
securities
|
|
|
n
Wrap
account sponsors (provided they have
an
agreement covering the arrangement
with GSAM)
|
|
|
n
Registered
investment advisers investing
for
accounts for which they receive
asset-based fees
|
|
|
n
Qualified
non-profit organizations,
charitable
trusts, foundations and
endowments
|
|
|
|
n
Individual
investors
|
|
$10,000,000
|
n
Accounts
over which GSAM or its
advisory
affiliates have investment
discretion
|
|
|
n
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
The Goldman Sachs Trust Company of Delaware acts in fiduciary
capacity (
i.e.
, as agent or trustee); certain mutual fund
wrap programs at the discretion of the Trusts
officers; and for
|
39
|
|
|
|
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 a Fund is evident, or if purchases,
sales or exchanges are, or a subsequent abrupt redemption might
be, of a size that would disrupt the management of a Fund.
|
|
|
n
|
Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
|
|
|
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 Funds.
|
|
|
|
The Funds may allow you to purchase shares with
securities instead of cash if consistent with a Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
|
|
|
|
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
Funds 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 Funds. Applications without the required information
may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
|
|
40
SHAREHOLDER GUIDE
|
|
|
|
investors shares and close an account in
the event that the Funds are unable to verify an investors
identity. The Funds and their agents will not be responsible for
any loss in an investors account resulting from the
investors delay in providing all required 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 a 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 Funds calculate NAV as follows:
|
|
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
|
The Funds investments are valued based on
market quotations, or if market quotations are not readily
available, or if the Investment Adviser believes that such
quotations do not accurately reflect fair value, the fair value
of the Funds investments may be determined in good faith
under procedures established by the Trustees.
|
|
|
|
|
In the event that a Fund invests a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value price for a
particular security, or if the price provided does not meet the
established criteria for a 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 its procedures and applicable regulatory guidance, may (but
need not) determine to make an adjustment to the previous
closing prices of either domestic or foreign securities in light
of significant events, to reflect what it believes to be the
fair value of the securities at the time of determining a
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
|
|
41
|
|
|
|
fluctuations in U.S. or foreign markets; market
dislocations; market disruptions or market closings; equipment
failures; natural or man made disasters or acts of God; armed
conflicts; 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, including those relating to earnings,
products and regulatory news; significant litigation; low
trading volume; and trading limits, or suspensions.
|
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Funds
to price their investments may be different from those used by
other investment companies and investors to price the same
investments.
|
|
|
Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
|
|
|
|
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.
|
|
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at a NAV that is
subsequently adjusted, and to recover amounts from (or
distribute amounts to) shareholders accordingly based on the
official closing NAV as adjusted.
|
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
|
|
Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a Funds 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.
|
42
SHAREHOLDER GUIDE
|
|
|
Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal Reserve wire payment
system is open. To learn whether a Fund is open for business
during this situation, please call 1-800-621-2550.
|
|
|
Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund
holds foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
|
|
|
|
How Can
I Sell Institutional Shares Of The Funds?
|
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares.
Generally,
each Fund will redeem its Institutional Shares upon request on
any business day at the 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 wire (if the wire instructions are
designated in the records of the Transfer Agent). Redemptions
may be requested in writing, by electronic trading platform, or
by telephone (unless the institution opts out of the telephone
redemption privilege on the Account Application).
|
|
|
|
|
Generally, 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 to verify instructions.
|
|
|
|
|
Certain institutions and financial intermediaries
are authorized to accept redemption requests on behalf of the
Funds as described under How Do I Purchase Shares Through
A Financial Institution?
|
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee may be required
if:
|
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record; or
|
|
|
n
|
You would like the redemption proceeds sent to a
bank account that is not designated in the current records of
the Transfer Agent.
|
|
43
|
|
|
|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
|
|
|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm 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 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, 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 without prior notice.
|
|
|
|
|
|
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
under Section 22(e) of the Investment Company Act (the
Act). Generally, under that section, redemption
requests or payments may be
|
|
44
SHAREHOLDER GUIDE
|
|
|
|
|
|
postponed or suspended if (i) the New York
Stock Exchange is closed for trading or trading is restricted;
(ii) an emergency exists which makes the disposal of
securities owned by a Fund or the fair determination of the
value of a Funds net assets not reasonably practicable; or
(iii) the SEC, by order, permits the suspension of the
right of redemption.
|
|
|
n
|
If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
|
|
|
n
|
If the Federal Reserve Bank is closed on the day
that the redemption proceeds would ordinarily be wired, wiring
the redemption proceeds may be delayed 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, signed by an authorized person designated in the
current records of the Transfer Agent.
|
|
|
|
n
|
Neither the Trust nor Goldman Sachs assumes any
responsibility for the performance of your bank or any other
financial 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 International Equity Dividend and Premium
Fund and Structured International Tax-Managed Equity Fund will
charge a 2% redemption fee on the redemption of shares
(including by exchange) held for 30 days or less. For this
purpose, the Funds use a first-in first-out (FIFO)
method so that shares held longest will be treated as being
redeemed first and shares held shortest will be treated as being
redeemed last. The redemption fee will be paid to the Fund from
which the redemption is made, and is intended to offset the
trading costs, market impact and other costs associated with
short-term money movements in and out of 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 participation in a systematic
withdrawal program or automatic investment plan.
|
|
45
|
|
|
|
|
n
|
Redemptions 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 under 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. 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
|
Redemptions 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.
|
|
|
n
|
Redemptions of shares held through an employee
benefit plan using the Fund as part of a qualified default
investment alternative or QDIA.
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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.
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In addition to the circumstances noted above, the
Trust reserves the right to grant additional exceptions based on
such factors as system limitations, operational limitations,
contractual limitations and further guidance from the SEC or
other regulators.
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If your shares are held through a financial
intermediary in an omnibus or other group account, the Trust
relies on the financial intermediary to assess the
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46
SHAREHOLDER GUIDE
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redemption fee on underlying shareholder
accounts. The application of redemption fees and exemptions may
vary and certain financial intermediaries may not apply the
exceptions listed above. If you invest through a financial
intermediary, please contact your financial intermediary for
more information regarding when redemption fees will be applied
to the redemption of your shares.
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What
Else Do I Need To Know About Redemptions?
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The following generally applies to redemption
requests:
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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.
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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.
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The Trust reserves the right to:
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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.
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Redeem your shares if your account balance is
below the required Fund minimum. The Funds will not redeem your
shares on this basis if the value of your account falls below
the minimum account balance solely as a result of market
conditions. The Funds will give you 60 days prior written
notice to allow you to purchase sufficient additional shares of
the Funds in order to avoid such redemption.
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Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
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Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to a Fund as
undeliverable or remain uncashed for six months. This provision
may not apply to certain retirement or qualified accounts or to
a closed account. No interest will accrue on amounts represented
by uncashed checks.
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47
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Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Fund?
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You may exchange Institutional Shares of a Fund
at NAV for certain shares of another Goldman Sachs Fund.
Redemption of shares (including by exchange) of the
International Equity Dividend and Premium Fund and Structured
International Tax-Managed Equity Fund that are held for
30 days or less (60 days or less with respect to the
Goldman Sachs High Yield and High Yield Municipal Funds) 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.
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You should keep in mind the following factors
when making or considering an exchange:
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
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Currently, the Funds do not impose any charge for
exchanges, although the Funds may impose a charge in the future.
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Normally, a telephone exchange will be made only
to an identically registered account.
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Exchanges are available only in states where
exchanges may be legally made.
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It may be difficult to make telephone exchanges
in times of unusual economic or market conditions.
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Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
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A signature guarantee may be required.
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
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What
Types Of Reports Will I Be Sent Regarding Investments In
Institutional Shares?
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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.
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48
SHAREHOLDER GUIDE
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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 your financial intermediary or Goldman Sachs
Funds by phone at 1-800-621-2550 or by mail at Goldman Sachs
Funds, P.O. Box 06050, Chicago, IL 60606-6306. The Fund
will begin sending individual copies to you within 30 days
after receipt of your revocation.
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In addition, institutions and other financial
intermediaries will be responsible for providing any
communications from a Fund to its shareholders, including but
not limited to prospectuses, prospectus supplements, proxy
materials and notices regarding the sources of dividend payments
under Section 19 of the Act.
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RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemption of Fund shares and
does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to a Fund. In
making this judgment, trades executed in multiple accounts under
common ownership or control may be considered together to the
extent they can be identified. No waivers of the provisions of
the policy established to detect and deter market-timing and
other excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interests
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
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49
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To deter excessive shareholder trading, the
International Equity Dividend and Premium Fund, Structured
International Tax-Managed Equity Fund and certain other Goldman
Sachs Funds (which are offered in separate prospectuses) impose
a redemption fee on redemptions made within 30 days of
purchase (60 days of purchase with respect to the Goldman
Sachs High Yield and High Yield Municipal Funds) 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
Funds 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 Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by financial intermediaries such as
broker-dealers, investment advisers and insurance companies. In
addition, Fund shares may be held in omnibus 401(k) plans,
employee benefit plans and other group accounts. Omnibus
accounts include multiple investors and such accounts typically
provide the Funds with a net purchase or redemption request on
any given day where the purchases and redemptions of Fund shares
by the investors are netted against one another. The identity of
individual investors whose purchase and redemption orders are
aggregated are ordinarily not tracked by the Funds on a regular
basis. A number of these financial intermediaries may not have
the capability or may not be willing to apply the Funds
market-timing policies or any applicable redemption fee. While
Goldman Sachs may monitor share turnover at the omnibus account
level, a Funds ability to monitor and detect market-timing
by shareholders or apply any applicable redemption fee in these
omnibus accounts may be limited in certain circumstances, and
certain of these
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50
SHAREHOLDER GUIDE
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financial 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 Funds and Goldman Sachs will be able to
identify all those who trade excessively or employ a
market-timing strategy, and curtail their trading in every
instance. If necessary, the Trust may prohibit additional
purchases of Fund shares by a financial intermediary or by
certain of the financial intermediarys customers.
Financial intermediaries may also monitor their customers
trading activities in the Funds. The criteria used by financial
intermediaries to monitor for excessive trading may differ from
the criteria used by the Funds. If a financial intermediary
fails to 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
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As with any investment, you should consider how
your investment in the Funds will be taxed. The tax information
below is provided as general information. More tax information
is available in the SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Funds. Except as otherwise noted, the tax
information provided assumes that you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should carefully consider the
possible tax consequences of Fund distributions and the sale of
your Fund shares.
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Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Funds are generally subject
to federal income tax, and may also be subject to state or local
taxes (although the Structured Tax-Managed Equity Fund attempts
to minimize capital gains and income distributions in seeking
its investment objective). This is true whether you reinvest
your distributions in additional Fund shares or receive them in
cash. For federal tax purposes, the Funds distributions
attributable to net investment income and short-term capital
gains are taxable to you as ordinary income. Any distributions
of 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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The U.S. Equity Dividend and Premium and
International Equity Dividend and Premium Funds accrued
income or loss each year from writing index call options
(including unrealized gain or loss on any open positions) will,
generally, under special mark-to-market tax rules applicable to
those transactions, be treated as 40% short-term capital gain or
loss and 60% long-term capital gain or loss; this will, in turn,
affect the amount and character of the Funds distributions
to you under the rules described in the preceding sentence.
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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%. Fund distributions to noncorporate
shareholders attributable to dividends received by the Funds
from U.S. and certain qualified foreign corporations will
generally be taxed at the long-term capital gain rate, as long
as certain other requirements are met. For these lower rates to
apply, the non-corporate shareholder must own the relevant Fund
shares for at least 61 days during the 121-day period
beginning 60 days before the Funds ex-dividend date.
The amount of a Funds distributions that would otherwise
qualify for this favorable tax treatment will be reduced as a
result of a
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52
TAXATION
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Funds securities lending activities or by a
high portfolio turnover rate or by investments in debt
securities or non-qualified foreign corporations.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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Because of the U.S. Equity Dividend and Premium
Funds and International Equity Dividend and Premium
Funds practice of writing S&P 500 Index, MSCI
EAFE
®
Index, other national or regional indices or related ETF call
options, the possibility exists that an overlap between the
Funds equity investments and the components of the indices
if substantial enough, might cause a deferral of the Funds
recognition of losses for tax purposes or a reduction in the
amount of the Funds distributions that qualify for the
favorable tax rate applicable to dividends. The Funds
intend to manage their investments in a manner designed to avoid
these adverse tax results to the extent reasonably practicable,
but there is no assurance that the Funds will accomplish this
objective at all times.
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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. A percentage of the
Funds dividends paid to corporate shareholders may be
eligible for the corporate dividends-received deduction. This
percentage may, however, be reduced as a result of a Funds
securities lending activities or by a high portfolio turnover
rate. Character and tax status of all distributions will be
available to shareholders after the close of each calendar year.
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Each Fund may be subject to foreign withholding
or other foreign taxes on income or gain from certain foreign
securities. In general, the Funds may deduct these taxes in
computing their taxable income. Rather than deducting these
foreign taxes, the International Equity Dividend and Premium and
Structured International Tax-Managed Equity Funds may make an
election to treat a proportionate amount of those taxes as
constituting a distribution to each shareholder, which would
generally allow you either (i) to credit that proportionate
amount of taxes against U.S. Federal income tax liability
as a foreign tax credit or (ii) to take that amount as an
itemized deduction.
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If you buy shares of a Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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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
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53
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your Fund shares for shares of a different
Goldman Sachs Fund is the same as a sale. When you sell your
shares, you will generally recognize a capital gain or loss in
an amount equal to the difference between your adjusted tax
basis in the shares and the amount received. Generally, this
capital gain or loss is long-term or short-term depending on
whether your holding period exceeds one year, except that any
loss realized on shares held for six months or less will be
treated as a long-term capital loss to the extent of any capital
gain dividends that were received on the shares. Additionally,
any loss realized on a sale, exchange or redemption of shares of
a Fund may be disallowed under wash sale rules to
the extent the shares disposed of are replaced with other shares
of that Fund within a period of 61 days beginning
30 days before and ending 30 days after the shares are
disposed of, such as pursuant to a dividend reinvestment in
shares of that Fund. If disallowed, the loss will be reflected
in an adjustment to the basis of the shares acquired.
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When you open your account, you should provide
your Social Security Number or tax identification number on your
Account Application. By law, each Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
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Non-U.S. investors are generally subject to U.S.
withholding tax and may be subject to U.S. estate tax. However,
withholding is generally not required on properly designated
distributions to non-U.S. investors of long-term capital
gains. More information about U.S. taxation of non-U.S.
investors is included in the SAI.
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Investments in the Structured Tax-Managed Equity
Fund and Structured International Tax-Managed Equity Fund are
subject to the tax risks described previously under
Principal Risks of the Funds.
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54
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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 Funds will be subject to the risks associated
with equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that a Fund holds
may decline over short or extended periods. The stock markets
tend to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline. This volatility
means that the value of your investment in the Funds may
increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that a Fund invests in fixed income
securities, that Fund will also be subject to the risks
associated with its fixed income securities. These risks include
interest rate risk, credit/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 an issuer or guarantor could default on
its obligations, and a Fund will not recover its investment.
Call risk and extension risk are normally present in
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result in losses to
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55
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investors. The same would be true of asset-backed
securities such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for a Fund. A high rate of portfolio turnover (100% or
more) involves correspondingly greater expenses which must be
borne by a Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of a
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Funds, including their
associated risks. Additional information is provided in the 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 a Funds investment
objective, you should consider whether that Fund remains an
appropriate investment in light of your then current financial
position and needs.
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Risks of Writing S&P 500 Index,
MSCI
EAFE
®
Index and Related ETF Call Options.
When the
U.S. Equity Dividend and Premium Fund and International
Equity Dividend and Premium Fund write (sell) S&P 500
Index, MSCI
EAFE
®
Index or related ETF call options, they forego the opportunity
to benefit from an increase in the value of the relevant Index
or related ETF above the exercise price (plus the premium
received) of the option, but they continues to bear the risk of
a decline in the value of the relevant Index or related ETF. As
the seller of the S&P 500 Index, MSCI
EAFE
®
Index or related EFT call options, the U.S. Equity Dividend
and Premium Fund and the International Equity Dividend and
Premium Fund receive cash (the premium) from the
purchaser. Depending upon the type of call option, the purchaser
of an index or related ETF call option either (i) has the
right to any appreciation in the value of the index or related
ETF 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
index or related ETF over the exercise price at any time prior
to the expiration of the option. If the purchaser does not
exercise the option, the Fund retains the premium. If the
purchaser exercises the
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56
APPENDIX A
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option, the Fund pays the purchaser the
difference between the price of the index or related ETF and the
exercise price of the option. The premium, the exercise price
and the market value of the index or related ETF determine the
gain or loss realized by the Fund as the seller of the index or
related ETF call option. The U.S. Equity Dividend and
Premium Fund and the International Equity Dividend and Premium
Fund can also repurchase the call option prior to the expiration
date, ending their obligation. In this case, the cost of
entering into closing purchase transactions will determine the
gain or loss realized by the Funds.
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There is no assurance that a liquid market will
be available at all times for the U.S. Equity Dividend and
Premium Fund and the International Equity Dividend and Premium
Fund to write call options or to enter into closing purchase
transactions. In addition, the premiums the Funds receive for
writing call options may decrease as a result of a number of
factors, including a reduction in interest rates generally, a
decline in stock market volumes or a decrease in the price
volatility of the underlying securities. For more information
see Portfolio Securities and Techniques Options on
Securities, Securities Indices and Foreign Currencies.
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Funds may, to the extent
consistent with their respective investment policies, invest in
small and mid-capitalization companies and REITs. Investments in
small and mid-capitalization companies and REITs involve greater
risk and portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be thinly traded and may have to be sold
at a discount from current market prices or in small lots over
an extended period of time. In addition, these securities are
subject to the risk that during certain periods the liquidity of
particular issuers or industries, or all securities in
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic or
market conditions, or adverse investor perceptions whether or
not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a
substantial drop in price. Small and mid-capitalization
companies and REITs include unseasoned issuers that
do not have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may
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57
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require substantial additional capital to support
their operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may
otherwise have a weak financial condition. In addition, these
companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing, and other capabilities,
and a larger number of qualified managerial and technical
personnel. Transaction costs for these investments are often
higher than those of larger capitalization companies.
Investments in small and mid-capitalization companies and REITs
may be more difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Foreign Investments.
The Funds may make foreign
investments, although the U.S. Equity Dividend and Premium
Fund and Structured Tax-Managed Equity Fund may only invest in
foreign issuers that are traded in the United States. Foreign
investments involve special risks that are not typically
associated with U.S. dollar denominated or quoted securities of
U.S. issuers. Foreign investments may be affected by changes in
currency rates, changes in foreign or U.S. laws or restrictions
applicable to such investments and changes in exchange control
regulations (
e.g.
, currency blockage). A decline in the
exchange rate of the currency (
i.e.
, weakening of the
currency against the U.S. dollar) in which a portfolio security
is quoted or denominated relative to the U.S. dollar would
reduce the value of the portfolio security. In addition, if the
currency in which a Fund receives dividends, interest or other
payments declines in value against the U.S. dollar before such
income is distributed as dividends to shareholders or converted
to U.S. dollars, the Fund may have to sell portfolio securities
to obtain sufficient cash to pay such dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain
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58
APPENDIX A
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foreign countries, there is a possibility of
nationalization, expropriation or confiscatory taxation,
imposition of withholding or other taxes on dividend or interest
payments (or, in some cases, capital gains distributions),
limitations on the removal of funds or other assets from such
countries, and risks of political or social instability or
diplomatic developments which could adversely affect investments
in those countries.
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Concentration of a Funds assets in one or a
few countries and currencies will subject a Fund to greater
risks than if a Funds assets were not geographically
concentrated.
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Investment in sovereign debt obligations by a
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn a 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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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not
necessarily quoted in the same currency as the underlying
security.
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Risks of Emerging Countries.
Certain Funds may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in Asia, Africa, Eastern Europe and Central and South America. A
Funds purchase and sale of portfolio securities in certain
emerging countries may be
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59
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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 a Fund, the
Investment Adviser, its affiliates and their respective clients
and other service providers. A Fund may not be able to sell
securities in circumstances where price, trading or settlement
volume limitations have been reached.
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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 a Fund. The repatriation of both investment
income and capital from certain emerging countries is subject to
restrictions such as the need for governmental consents. In
situations where a country restricts direct investment in
securities (which may occur in certain Asian and other
countries), a Fund may invest in such countries through other
investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social unrest, violence
and/or labor unrest in some emerging countries. Unanticipated
political or social developments may result in sudden and
significant investment
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60
APPENDIX A
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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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A Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return to a 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 a 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 a Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
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 a Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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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 a 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). A 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, a Fund may incur losses
because it will be required to effect sales at a disadvantageous
time and only then at a substantial drop in price. Investments
in emerging countries may be more difficult to value precisely
because of the characteristics discussed above and lower trading
volumes.
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61
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A Funds use of foreign currency management
techniques in emerging countries may be limited. The Investment
Adviser anticipates that a significant portion of the
Funds currency exposure in emerging countries may not be
covered by these techniques.
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Risks of Derivative Investments.
The Funds may invest in derivative
instruments, including without limitation, options, futures,
options on futures, swaps, interest rate caps, floors and
collars, structured securities and forward contracts and other
derivatives relating to foreign currency transactions.
Investments in derivative instruments may be for both hedging
and nonhedging purposes (that is, to seek to increase total
return) although suitable derivative instruments may not always
be available to the Investment Adviser for those 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 portfolios risk
through the use of derivative instruments may not be successful,
and the Investment Adviser may choose not to hedge certain
portfolio risks. Investing for nonhedging purposes is considered
a speculative practice and presents even greater risk of loss.
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Risks of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the reference asset
or other factors. The gross returns to be paid or
swapped between the parties are generally calculated
with respect to a notional amount, for example, the
increase or decrease in value of a particular dollar amount
invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
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62
APPENDIX A
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amount, if any, by which that notional amount
would have decreased in value had it been invested in such
stock. Therefore, in this case the return to the Fund on the
equity swap should be the gain or loss on the notional amount
plus dividends on the stock less the interest paid by the Fund
on the notional amount. In other cases, when the Fund takes a
short position, a counterparty may agree to pay the Fund the
amount, if any, by which the notional amount of the equity swap
would have decreased in value had the Fund sold a particular
stock (or group of stocks) short, less the dividend expense that
the Fund would have paid on the stock, as adjusted for interest
payments or other economic factors.
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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Risks of Illiquid Securities.
Each Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
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Certain structured securities and swap
transactions
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n
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933
(144A Securities).
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Investing in 144A Securities may decrease the
liquidity of a Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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63
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Securities purchased by a 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 securities in a Funds
portfolio become illiquid, the Fund may exceed its
15 percent limitation in illiquid securities. In the event
that changes in the portfolio or other external events cause the
investments in illiquid instruments to exceed 15 percent of
a 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 a 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 a Funds portfolio securities is available, the
portfolio securities 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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Credit/Default Risks.
Debt securities purchased by the
Funds may include securities (including zero coupon bonds)
issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
government, 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, which is available upon request.
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Debt securities rated BBB or higher by
Standard & Poors Rating Group (Standard &
Poors), or Baa or higher by Moodys
Investors Service, Inc. (Moodys) or having a
comparable rating by another NRSRO are considered
investment grade. Securities rated BBB or Baa
are considered medium-grade obligations with speculative
characteristics, and adverse economic conditions or changing
circumstances may weaken their issuers capacity to pay
interest and repay principal. A security will be deemed to have
met a rating requirement if it receives the minimum required
rating from at least one such rating organization
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64
APPENDIX A
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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 a 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 a 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 a Fund and its shareholders.
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Certain Funds may invest in fixed-income
securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered predominantly speculative
and may be questionable as to principal and interest payments.
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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 a
Funds portfolio is downgraded by a rating organization,
the market price and liquidity of such security may be adversely
affected.
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Temporary Investment Risks.
Each 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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Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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n
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Certificates of deposit
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n
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Bankers acceptances
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n
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Repurchase agreements
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n
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Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
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n
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Cash items
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When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of a Funds shares. Redemptions by these funds,
accounts or individuals of their holdings in a Fund may impact
the Funds liquidity and NAV. These redemptions may also
force a Fund to sell securities, which may negatively impact the
Funds brokerage and tax costs.
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65
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 Funds, including their associated risks.
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The Funds 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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Convertible Securities.
Each Fund may invest in
convertible securities. Convertible securities are preferred
stock or debt obligations that are convertible into common
stock. Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. Convertible securities in which a Fund invests are
subject to the same rating criteria as its other investments in
fixed income securities. Convertible securities have both equity
and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security
exceeds the conversion price of the convertible security, the
convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed
income security, tends to trade increasingly on a yield basis,
and thus may not decline in price to the same extent as the
underlying common stock.
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Foreign Currency Transactions.
Certain Funds may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract. A Fund may engage in foreign currency transactions
for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. In addition,
certain Funds may enter into foreign currency transactions to
seek a closer correlation between the Funds overall
currency exposures and the currency exposures of the Funds
performance benchmark. Certain Funds may also enter into such
transactions to seek to increase total return, which is
considered a speculative practice.
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Some Funds may also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. A Fund may
hold foreign currency received in connection with investments
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66
APPENDIX A
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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, a Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Because these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive a Fund of unrealized profits, transaction
costs or the benefits of a currency hedge or could force the
Fund to cover its purchase or sale commitments, if any, at the
current market price. As an investment company registered with
the SEC, each 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.
Each Fund may invest in structured
securities. Structured securities are securities whose value is
determined by reference to changes in the value of specific
currencies, 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
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67
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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,
a 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, equity linked notes. An equity linked note is a note
whose performance is tied to a single stock, a stock index or a
basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked notes will be considered equity securities
for purposes of a Funds investment objective and policies.
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REITs.
Each
Fund may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable
income tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these risks may be heightened. A Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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68
APPENDIX A
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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.
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A call option gives the purchaser of the option
the right to buy, and the writer (seller) of the option the
obligation to sell, the underlying instrument during the option
period. Each Fund may write (sell) covered call and put options
and purchase put and call options on any securities in which the
Fund may invest or on any securities index consisting of
securities in which it may invest. A Fund may also, to the
extent consistent with its investment policies, purchase and
sell (write) put and call options on foreign currencies.
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase a
Funds transaction costs. Options written or purchased by
the Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing on option, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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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 Funds may engage in
futures transactions on both U.S. and foreign exchanges (except
that the U.S. Equity Dividend and Premium Fund and
Structured Tax-Managed Equity Fund may only engage in futures
transactions with respect to U.S. equity indices).
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Each Fund may purchase and sell futures
contracts, and purchase and write call and put options on
futures contracts, in order to seek to increase total return or
to hedge
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69
|
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against changes in interest rates, securities
prices or, to the extent a Fund invests in foreign securities,
currency exchange rates, or to otherwise manage its term
structure, sector selections and duration in accordance with its
investment objective and policies. Each Fund may also enter into
closing purchase and sale transactions with respect to such
contracts and options. The Trust, on behalf of each Fund, has
claimed an exclusion from the definition of the term
commodity pool operator under the Commodity Exchange
Act, and therefore is not subject to registration or regulation
as a pool operator under that Act with respect to the Funds.
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Futures contracts and related options present the
following risks:
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n
|
While a Fund may benefit from the use of futures
and options on futures, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in
poorer overall performance than if the Fund had not entered into
any futures contracts or options transactions.
|
|
n
|
Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and a Fund may be exposed to additional risk of
loss.
|
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n
|
The loss incurred by a Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
|
|
n
|
Futures markets are highly volatile and the use
of futures may increase the volatility of a Funds NAV.
|
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n
|
As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to a Fund.
|
|
n
|
Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
|
|
n
|
Foreign exchanges may not provide the same
protection as U.S. exchanges.
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A Fund must set aside liquid assets,
or engage in other appropriate measures to cover
open positions with respect to its transactions in futures
contracts and options on futures contracts. In the case of
futures contracts that do not cash settle, for example, a 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, a 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. Each
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, a Fund will
have the
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70
APPENDIX A
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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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Equity Swaps.
Each Fund may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by a Fund to invest in
a market without owning or taking physical custody of securities
in circumstances in which direct investment may be restricted
for legal reasons or is otherwise deemed impractical or
disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that the Investment Adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, a Fund
may suffer a loss, which may be substantial. The value of some
components of an equity swap (such as the dividends on a common
stock) may also be sensitive to changes in interest rates.
Furthermore, a Fund may suffer a loss if the counterparty
defaults. Because equity swaps are normally illiquid, a Fund may
be unable to terminate its obligations when desired. When
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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When-Issued Securities and Forward
Commitments.
Each Fund may
purchase when-issued securities and make contracts to purchase
or sell securities for a fixed price at a future date beyond
customary settlement time. When-issued securities are securities
that have been authorized, but not yet issued. When-issued
securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment involves the
entering into a contract to purchase or sell securities for a
fixed price at a future date beyond the customary settlement
period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although a Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, a Fund may dispose of when-issued securities
or forward commitments prior to settlement if the Investment
Adviser deems it appropriate. When purchasing a security on a
when-issued basis or entering into a forward commitment, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligations.
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71
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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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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If the other party or seller
defaults, a Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with delay and enforcement
of the repurchase agreement. In addition, in the event of
bankruptcy of the seller, a Fund could suffer additional losses
if a court determines that the Funds interest in the
collateral is not enforceable.
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Certain Funds, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Fund may engage in securities
lending. Securities lending involves the lending of securities
owned by a Fund to financial institutions such as certain
broker-dealers including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loan
continuously with cash, cash equivalents, U.S. government
securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by a Fund in short-term investments, including
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 a Fund will be responsible for any loss that
might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of a Fund
(including the loan collateral). Loan collateral (including any
investment of the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed-income securities and cash equivalents.
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A Fund may lend its securities to increase its
income. A Fund may, however, experience delay in the recovery of
its securities or incur a loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Short Sales Against-the-Box.
Certain Funds may make short sales
against-the-box. A short sale against-the-box means that at all
times when a short position is open
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72
APPENDIX A
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the Fund will own an equal amount of securities
sold short, or securities convertible into or exchangeable for,
without payment of any further consideration, an equal amount of
the securities of the same issuer as the securities sold short.
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Preferred Stock, Warrants and Rights.
Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the 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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Other Investment Companies.
Each Fund may invest in securities
of other investment companies (including exchange-traded funds
such as SPDRs and iShares, as defined below) subject to
statutory limitations prescribed by the Investment Company Act.
These limitations include in certain circumstances a prohibition
on any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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. A Fund may rely on these exemptive orders to invest in
unaffiliated ETFs.
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|
The use of ETFs is intended to help a 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;
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73
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|
(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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|
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|
Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, a 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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|
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|
A Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. Although the Funds do not expect to
do so in the foreseeable future, each Fund is authorized to
invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the
same investment objective, policies and fundamental restrictions
as the Fund.
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|
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|
Unseasoned Companies.
Each Fund may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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|
Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest and repay principal. Each Fund
may invest in corporate debt obligations issued by U.S. and
certain non-U.S. issuers which issue securities denominated in
the U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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|
|
Bank Obligations.
Each Fund may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
government regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
|
74
APPENDIX A
|
|
|
cost of funds for the purpose of financing
lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play
an important part in the operation of this industry.
|
|
|
U.S. Government Securities.
Each Fund may invest in U.S.
Government Securities. U.S. Government Securities include U.S.
Treasury obligations and obligations issued or guaranteed by
U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation-protected securities whose
principal value is periodically adjusted according to the rate
of inflation.
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|
Custodial Receipts and Trust Certificates.
Each Fund may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which a Fund may invest. The custodial receipts or
trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes a Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, a Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust.
Each Fund may also invest in separately issued interests in
custodial receipts and trust certificates.
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Borrowings.
Each Fund can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
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|
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|
Mortgage Dollar Rolls.
The Structured International
Tax-Managed Equity Fund may enter into mortgage dollar rolls. A
mortgage dollar roll involves the sale by a Fund of securities
for delivery in the current month. The Fund simultaneously
contracts with the same counterparty to repurchase substantially
similar (same type,
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75
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|
coupon and maturity) but not identical securities
on a specified future date. During the roll period, the Fund
loses the right to receive principal and interest paid on the
securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the
securities sold and (b) the lower forward price for the
future purchase and/or fee income plus the interest earned on
the cash proceeds of the securities sold. Unless the benefits of
a mortgage dollar roll exceed the income, capital appreciation
and gain or loss due to mortgage prepayments that would have
been realized on the securities sold as part of the roll, the
use of this technique will diminish the Funds performance.
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|
|
Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, a Fund may experience a
loss. The Fund does not currently intend to enter into mortgage
dollar rolls for financing and does not treat them as borrowings.
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|
Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit 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 exposure to the
performance of an index), or the right to receive a payment from
the other party, upon the occurrence of specified credit events.
Currency swaps involve the exchange of the parties
respective rights to make or receive payments in specified
currencies. Total return swaps give a Fund the right to receive
the appreciation in the value of a specified security, index or
other instrument in return for a fee paid to the counterparty,
which will typically be an agreed upon interest rate. If the
underlying asset in a total return swap declines in value over
the term of the swap, the Fund may also be required to pay the
dollar value of that decline to the counterparty. Certain Funds
may also purchase and write (sell) options contracts on swaps,
commonly referred to as swaptions. A swaption is an option to
enter into a swap agreement. Like other types of options, the
buyer of a swaption pays a non-refundable premium for the option
and obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is
exercised) to enter into an underlying swap on agreed-upon
terms. The purchase of an interest rate cap
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76
APPENDIX A
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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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|
|
Certain Funds may enter into the transactions
described above for hedging purposes or to seek to increase
total return. As an example, when a 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 a 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. A Fund will be the seller of a credit default swap only
when the credit of the underlying asset is deemed by the
Investment Adviser to meet the Funds minimum credit
criteria at the time the swap is first entered into.
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|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
When entering into swap contracts or writing options, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the swap or option contract.
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Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate
|
77
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|
varies by a magnitude that exceeds the magnitude
of the change in the index rate of interest. The higher the
degree of leverage of an inverse floater, the greater the
volatility of its market value.
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78
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Appendix B
Financial Highlights
|
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|
The financial highlights tables are intended to
help you understand a Funds financial performance for the
past five years (or less if the Fund has been in operation for
less than five years). Certain information reflects financial
results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on
an investment in a Fund (assuming reinvestment of all dividends
and distributions). The information for the fiscal period ended
December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, whose report along with the
Funds financial statements, is included in the Funds
annual report (available upon request). The information for the
U.S. Equity Dividend and Premium Fund for the fiscal periods
ended December 31, 2006 and 2005 has been audited by
PricewaterhouseCoopers LLP. The information for the Structured
Tax-Managed Equity Fund for the fiscal years ended
December 31, 2006, 2005, 2004 and 2003 has been audited by
the Funds prior independent registered public accounting
firm.
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|
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|
|
No financial highlights regarding the Goldman
Sachs International Equity Dividend and Premium Fund and
Structured International Tax-Managed Equity Fund is included in
this section because such Funds had not yet commenced operations
as of December 31, 2007.
|
|
U.S. EQUITY DIVIDEND
AND PREMIUM FUND
|
|
|
|
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Institutional Shares
|
|
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For the Year Ended
|
|
For the Period Ended
|
|
|
December 31,
|
|
December 31,
|
|
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|
|
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|
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2005
|
|
|
2007
|
|
2006
|
|
(commenced August 31, 2005)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
10.97
|
|
|
$
|
10.10
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.33
|
c
|
|
|
0.40
|
d
|
|
|
0.13
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
0.06
|
|
|
|
1.09
|
|
|
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
0.39
|
|
|
|
1.49
|
|
|
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.34
|
)
|
|
|
(0.33
|
)
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net realized gains
|
|
|
(0.68
|
)
|
|
|
(0.28
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
From tax return of capital
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(1.02
|
)
|
|
|
(0.62
|
)
|
|
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
10.34
|
|
|
$
|
10.97
|
|
|
$
|
10.10
|
|
|
|
|
|
Total return
b
|
|
|
3.39
|
%
|
|
|
14.99
|
%
e
|
|
|
2.19
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
82,388
|
|
|
$
|
49,601
|
|
|
$
|
3,781
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
0.84
|
%
|
|
|
0.84
|
%
|
|
|
0.82
|
%
f
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.90
|
%
c
|
|
|
3.80
|
%
d
|
|
|
3.76
|
%
f
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
0.86
|
|
|
|
1.13
|
%
|
|
|
3.25
|
%
f
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.88
|
c
|
|
|
3.51
|
%
d
|
|
|
1.33
|
%
f
|
|
|
|
|
Portfolio turnover rate
|
|
|
53
|
%
|
|
|
63
|
%
|
|
|
21
|
%
|
|
See page 81 for all footnotes.
79
STRUCTURED TAX-MANAGED
EQUITY FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
11.91
|
|
|
$
|
10.56
|
|
|
$
|
9.70
|
|
|
$
|
8.21
|
|
|
$
|
6.33
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.13
|
|
|
|
0.14
|
|
|
|
0.09
|
|
|
|
0.10
|
|
|
|
0.05
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.21
|
)
|
|
|
1.31
|
|
|
|
0.81
|
|
|
|
1.47
|
|
|
|
1.83
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.08
|
)
|
|
|
1.45
|
|
|
|
0.90
|
|
|
|
1.57
|
|
|
|
1.88
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.10
|
)
|
|
|
(0.10
|
)
|
|
|
(0.04
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
From tax return of capital
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.14
|
)
|
|
|
(0.10
|
)
|
|
|
(0.04
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.69
|
|
|
$
|
11.91
|
|
|
$
|
10.56
|
|
|
$
|
9.70
|
|
|
$
|
8.21
|
|
|
|
|
Total return
b
|
|
|
(0.65
|
)%
|
|
|
13.76
|
%
|
|
|
9.25
|
%
|
|
|
19.10
|
%
|
|
|
29.70
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
63,913
|
|
|
$
|
61,338
|
|
|
$
|
17,843
|
|
|
$
|
4,177
|
|
|
$
|
2,814
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
0.70
|
%
|
|
|
0.69
|
%
|
|
|
0.79
|
%
|
|
|
0.81
|
%
|
|
|
0.85
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.05
|
%
|
|
|
1.21
|
%
|
|
|
0.89
|
%
|
|
|
1.16
|
%
|
|
|
0.65
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
0.84
|
%
|
|
|
0.92
|
%
|
|
|
1.15
|
%
|
|
|
1.17
|
%
|
|
|
1.17
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.91
|
%
|
|
|
0.98
|
%
|
|
|
0.52
|
%
|
|
|
0.80
|
%
|
|
|
0.33
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
73
|
%
|
|
|
90
|
%
|
|
|
92
|
%
|
|
|
102
|
%
|
|
|
73
|
%
|
|
See page 81 for all footnotes.
80
APPENDIX B
Footnotes:
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
b
|
|
Assumes investment at the net asset value at
the beginning of the period, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Total returns for
periods less than one full year are not annualized. Returns do
not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or the redemption of Fund
shares.
|
|
c
|
|
Amounts include income recognized from a
special dividend which equaled $0.05 per share and 0.43% of
average net assets.
|
|
|
d
|
|
Amounts include income recognized from special
dividends which equal $0.10 per share and 0.93% of average net
assets.
|
|
|
e
|
|
Total return for the U.S. Equity Dividend
and Premium Fund reflects the impact of payments received for
special dividends recorded this year. Excluding such payments,
the total return would have been 13.98%.
|
|
|
f
|
|
Annualized.
|
|
81
[This page intentionally left blank]
[This page intentionally left blank]
[This page intentionally left blank]
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
7 Fund
Investment Objectives and Strategies
|
|
|
7
|
|
Goldman Sachs U.S. Equity Dividend and
Premium Fund
|
|
|
10
|
|
Goldman Sachs International Equity Dividend and
Premium Fund
|
|
|
12
|
|
Goldman Sachs Structured Tax-Managed Equity Fund
|
|
|
15
|
|
Goldman Sachs Structured International
Tax-Managed Equity Fund
|
|
|
|
17
Other Investment Practices and Securities
|
|
|
|
19
Principal Risks of the Funds
|
|
|
|
23 Fund
Performance
|
|
|
|
26 Fund
Fees and Expenses
|
|
|
|
29
Service Providers
|
|
|
|
34
Dividends
|
|
|
|
36
Shareholder Guide
|
|
|
36
|
|
How To Buy Shares
|
|
|
43
|
|
How To Sell Shares
|
|
|
|
52
Taxation
|
|
|
|
55
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and Techniques
|
|
|
|
79
Appendix B
Financial
Highlights
|
|
|
|
Structured Tax-Advantaged
Equity Funds Prospectus
(Institutional Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
|
Additional information about the Funds and their
policies is also available in the Funds SAI. The SAI is
incorporated by reference into this Prospectus (is legally
considered part of this Prospectus).
|
|
|
|
The Funds annual and semi-annual reports,
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 and the SAI at the Funds
website: http://www.goldmansachsfunds.com.
|
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-621-2550
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
|
|
SPECADVINS
|
|
Prospectus
|
|
|
Class A, B
and C Shares
|
|
|
|
April 29, 2008
|
|
GOLDMAN SACHS
SELECT SATELLITE FUNDS
|
|
|
|
|
n
Goldman
Sachs Real Estate Securities Fund
n
Goldman
Sachs International Real Estate Securities Fund
n
Goldman
Sachs Tollkeeper Fund
SM
n
Goldman
Sachs Commodity Strategy Fund
|
|
|
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
|
|
|
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOT
FDIC-INSURED
|
|
May Lose
Value
|
|
No Bank
Guarantee
|
|
|
|
|
General Investment
Management Approach
|
|
|
|
Goldman Sachs Asset Management, L.P.
(GSAM) serves as investment adviser to the Real
Estate Securities, International Real Estate Securities,
Tollkeeper and Commodity Strategy Funds (each, a
Fund, and, collectively, the Funds).
GSAM is referred to in this Prospectus as the Investment
Adviser.
|
|
REAL
ESTATE SECURITIES FUND AND INTERNATIONAL REAL ESTATE
SECURITIES FUND
|
|
|
|
|
Goldman
Sachs Real Estate Securities Investment
Philosophy:
|
|
|
|
When choosing portfolio securities for the Real
Estate Securities Fund and the International Real Estate
Securities Fund, the Investment Adviser:
|
|
|
|
|
|
|
n
|
Selects stocks based on quality and location of
assets, experienced management and a sustainable competitive
advantage.
|
|
|
|
n
|
Seeks to buy securities at a discount to the
intrinsic value of the business (assets and management).
|
|
|
|
n
|
Seeks a team approach to decision making.
|
|
|
|
|
Over time, real estate securities have
offered investors important diversification and competitive
total returns versus the broad equity and fixed income
markets.
|
|
|
|
References in this Prospectus to a Funds
benchmark or benchmarks are for informational purposes only, and
unless otherwise noted are not an indication of how a particular
Fund is managed.
|
1
|
|
|
|
THIS FUND INVESTS IN TOLLKEEPER COMPANIES (AS
DESCRIBED ON PAGES 9 AND 10), AND ITS NET ASSET VALUE (NAV)
MAY FLUCTUATE SUBSTANTIALLY OVER TIME. BECAUSE THE FUND
CONCENTRATES ITS INVESTMENTS IN TOLLKEEPER COMPANIES, THE
FUNDS PERFORMANCE MAY BE SUBSTANTIALLY DIFFERENT FROM THE
RETURNS OF THE BROADER STOCK MARKET. PAST PERFORMANCE IS NOT AN
INDICATION OF FUTURE RETURNS AND, DEPENDING ON THE TIMING OF
YOUR INVESTMENT, YOU MAY LOSE MONEY EVEN IF THE FUNDS PAST
RETURNS HAVE OUTPERFORMED THE FUNDS BENCHMARK DURING
SPECIFIED PERIODS OF TIME. THE FUNDS PARTICIPATION IN THE
INITIAL PUBLIC OFFERING (IPO) MARKET DURING ITS INITIAL START-UP
PHASE MAY HAVE HAD A MAGNIFIED IMPACT ON THE FUNDS
PERFORMANCE BECAUSE OF ITS RELATIVELY SMALL ASSET BASE AT THAT
TIME. IT IS PROBABLE THAT THE EFFECT OF IPO INVESTMENTS ON THE
FUNDS FUTURE PERFORMANCE WILL NOT BE AS SIGNIFICANT.
|
|
|
|
|
Goldman
Sachs Growth Investment Philosophy:
|
|
1. Invest as if buying the
company/business, not simply trading its stock:
|
|
|
|
|
n
|
Understand the business, management, products and
competition.
|
|
n
|
Perform intensive, hands-on fundamental research.
|
|
n
|
Seek businesses with strategic competitive
advantages.
|
|
n
|
Over the long-term, expect each companys
stock price ultimately to track the growth in the value of the
business.
|
|
|
|
|
2.
|
Buy high-quality growth businesses that
possess strong business franchises, favorable long-term
prospects and excellent management.
|
|
|
3.
|
Purchase superior long-term growth
companies at a favorable priceseek to purchase at a fair
valuation, giving the investor the potential to fully capture
returns from above-average growth rates.
|
|
|
|
Growth companies have earnings
expectations that exceed those of the stock market as a
whole.
|
2
GENERAL INVESTMENT
MANAGEMENT APPROACH
|
|
|
|
Goldman
Sachs Commodities Investing Philosophy:
|
|
|
|
Commodity markets can provide portfolio
diversification due to their low historical correlations with
traditional asset classes such as large cap equities and
investment grade fixed income securities. The Commodity Strategy
Fund seeks to provide this diversification primarily through
investments in commodity index-linked securities and other
securities that provide general exposure to the performance of
this asset class. The Fund also invests in fixed income and
other debt securities, taking an active investment approach as
described in greater detail below.
|
|
|
|
|
|
The Investment Adviser applies a team
approach that emphasizes risk management and capitalizes on
Goldman Sachs extensive research capabilities.
|
|
3
|
|
|
Fund Investment Objectives
and Strategies
|
Goldman Sachs
Real Estate Securities Fund
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
Wilshire Real Estate
Securities Index
|
|
|
|
|
Investment
Focus:
|
|
REITs and real estate
operating companies
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
Class A: GREAX;
Class B: GREBX; Class C: GRECX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in
a portfolio of equity investments in issuers the are
primarily engaged in or related to the real estate industry.*
The Fund expects that a substantial portion of its assets will
be invested in REITs, real estate industry companies and other
real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
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.
|
4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. Although the
Fund will invest primarily in publicly traded
U.S. securities, it may invest up to 15% of its total
assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of a REITs investment in fixed
rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a REITs investment in
fixed rate obligations can be expected to decline. In contrast,
as interest rates on adjustable rate mortgage loans are reset
periodically, yields on a REITs investment in such loans
will gradually align themselves to reflect changes in market
interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
|
5
|
|
|
Goldman Sachs
Real Estate Securities Fund
continued
|
|
|
|
The REIT investments of the Real Estate
Securities Fund often do not provide complete tax information to
the Fund until after the calendar year-end. Consequently,
because of the delay, it may be necessary for the Fund to
request permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in fixed-income
investments, such as government, corporate debt and bank
obligations, that offer the potential to further the Funds
investment objective.
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
6
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
Goldman Sachs
International Real Estate
Securities Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
FTSE EPRA/NAREIT Global ex
US Real Estate Index
|
|
|
|
|
Investment
Focus:
|
|
Real estate operating
companies organized outside the United States or whose
securities are principally traded outside the United States
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
Class A: GIRAX;
Class C: GIRCX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
The Fund seeks to achieve its objective by
primarily investing in issuers that are real estate investment
trusts (REITs) or real estate operating companies organized
outside the United States or whose securities are principally
traded outside the United States.
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in a
portfolio of equity investments in issuers that are primarily
engaged in or related to the real estate industry (real
estate industry companies) outside the
United States*. The Fund expects that a substantial portion
of its assets will be invested in REITs, real estate industry
companies and other real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in the
Funds policy to invest at least 80% of its Net Assets in
the particular type of investment suggested by its
name.
|
7
|
|
|
Goldman Sachs
International Real Estate
Securities Fund
continued
|
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. The Fund will
invest primarily in publicly traded securities outside the
United States.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of investments in fixed rate
obligations can be expected to rise. Conversely, when interest
rates rise, the value of investments in fixed rate obligations
can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on
a real estate companys investment in such loans will
gradually align themselves to reflect changes in market interest
rates, causing the value of such investments to fluctuate less
dramatically in response to interest rate fluctuations than
would investments in fixed rate obligations.
|
|
|
The REIT investments of the Fund often do not
provide complete tax information to the Fund until after the
calendar year-end. Consequently, because of the delay, it
|
8
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
may be necessary for the Fund to request
permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
|
|
|
The Fund expects to invest a substantial portion
of its assets in the securities of issuers located in Japan, the
United Kingdom, Australia, Hong Kong, Singapore, Canada and
France. From time to time, the Funds investments in a
particular country may exceed 25% of its investment portfolio.
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in REITs or real
estate companies organized or principally traded in the United
States and fixed-income investments, such as government debt,
corporate debt and bank obligations, that offer the potential to
further the Funds investment objective.
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
9
|
|
|
Goldman Sachs
Tollkeeper Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term growth of capital
|
|
|
|
|
Investment
Focus:
|
|
U.S. equity investments
that offer long-term capital appreciation with a primary focus
on technology, media and service companies
|
|
|
|
|
Investment
Style:
|
|
Growth
|
|
|
|
|
Symbol:
|
|
Class A: GITAX;
Class B: GITBX; Class C: GITCX
|
|
|
|
|
The Fund seeks long-term growth of capital.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its net assets plus
any borrowings for investment purposes (measured at time of
purchase) (Net Assets) in equity investments in
Tollkeeper companies (as described below). The Fund
seeks to achieve its investment objective by investing in equity
investments of companies that the Investment Adviser believes
are well positioned to benefit from the proliferation of
technology. Although the Fund invests primarily in publicly
traded U.S. securities, it may invest up to 25% of its total
assets in foreign securities, including securities of issuers in
emerging markets or countries (emerging countries)
and securities quoted in foreign currencies.
|
|
|
The Fund intends to invest a substantial portion
of its assets in companies the Investment Adviser describes as
Tollkeepers. In general, the Investment Adviser defines a
Tollkeeper company as a high-quality technology, media or
service company that adopts or uses technology to improve its
cost structure, revenue
|
10
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
opportunities or competitive advantage. The
Investment Adviser seeks to identify Tollkeeper companies that
exhibit many of the following characteristics:
|
|
|
|
|
n
|
Strong brand name
|
|
n
|
Dominant market share
|
|
n
|
Recurring revenue streams
|
|
n
|
Free cash flow generation
|
|
n
|
Long product life cycle
|
|
n
|
Enduring competitive advantage
|
|
n
|
Excellent management
|
|
|
|
To the Investment Adviser, Tollkeeper connotes a
promising growth business. Like a toll collector for a highway
or bridge, Tollkeeper companies may grow revenue by increasing
traffic, or customers and sales, and raising
tolls, or prices, and margins. The Investment
Adviser believes that the characteristics of many Tollkeeper
companies, including dominant market share, strong brand name
and recurring revenue or the ability to generate free cash flow,
should enable them to consistently grow their business. The
Investment Adviser does not define companies that are capital
intensive, low margin businesses as Tollkeepers (although the
Investment Adviser may invest in such companies as part of the
Funds 20% basket of securities which are not or may not be
Tollkeepers).
|
|
|
The Internet is an example of a technology that
the Investment Adviser believes will drive growth for many
Tollkeeper businesses. The Internet has had, and is expected to
continue to have, a significant impact on the global economy, as
it changes the way many companies operate. Benefits of the
Internet for businesses may include global scalability,
acquisition of new clients, new revenue sources and increased
efficiencies. Tollkeeper companies adopting Internet
technologies to improve their business model include technology,
media and service companies.
|
|
|
Because of its focus on technology, media and
service companies, the Funds investment performance will
be closely tied to many factors which affect technology, media
and service companies. These factors include intense
competition, consumer preferences, problems with product
compatibility and government regulation. Tollkeeper securities
may experience significant price movements caused by
disproportionate investor optimism or pessimism with little or
no basis in fundamental economic conditions. The Fund may also
invest in a relatively few number of issuers. As a result, the
Funds NAV is more likely to have greater fluctuations than
that of a fund which is more diversified or invests in other
industries.
|
11
Goldman Sachs
Commodity Strategy Fund
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term total return
|
|
|
|
|
Benchmark:
|
|
S&P GSCI Commodity
Index (GSCI)
|
|
|
|
|
Investment
Focus:
|
|
Fixed income securities,
other debt securities and commodity-linked securities.
|
|
|
|
|
Symbol:
|
|
Class A: GSCAX
Class C: GSCCX
|
|
|
|
|
The Fund seeks long-term total return.*
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
In pursuing its objective, the Fund seeks to
maintain substantial economic exposure to the performance of the
commodities markets. The Fund invests in a portfolio of
commodity index-linked securities (including leveraged and
unleveraged structured notes), other commodity-linked securities
and derivative instruments that provide exposure to the
performance of the commodities markets, and in other fixed
income and debt instruments. The Funds portfolio is
designed to provide exposure that corresponds to the investment
return of assets that trade in the commodity markets without
direct investment in physical commodities. It is expected that
certain of the Funds investments will produce leveraged
exposure to the commodities markets. Under normal circumstances,
the Fund invests at least 25% of its assets in commodity-linked
structured notes.
|
|
|
|
Commodity
Investments.
The Fund seeks to
provide exposure to the commodity markets and returns that
correspond to the performance of the GSCI by investing
|
|
|
in commodity-linked investments. The GSCI,
formerly named the Goldman Sachs Commodity Index, is a composite
index of commodity sector returns, representing an unleveraged,
long-only investment in commodity futures that is diversified
across the spectrum of commodities. Individual components
qualify for inclusion in the
|
|
|
*
|
The Funds investment objective is not a
fundamental policy and may be changed by the Funds Board
of Trustees without shareholder approval.
|
12
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
GSCI on the basis of liquidity and are weighted
by their respective world production quantities. In pursuing its
objective, the Fund attempts to provide exposure to the returns
of real assets that trade in the commodity markets without
direct investment in physical commodities. Real assets include
oil, gas, industrial and precious metals, livestock, and
agricultural or meat products, or other items that have tangible
properties. Commodity-linked investments may be more volatile
and less liquid than the underlying instruments and their value
may be affected by the performance of commodities as well as
weather, tax, and other regulatory or political developments,
overall market movements and other factors affecting the value
of particular industries or commodities, such as disease,
embargoes, acts of war or terrorism.
|
|
|
|
The Fund invests in commodity-linked derivative
instruments such as commodity-linked structured notes. The Fund
invests in commodity-linked notes that pay a return linked to
the performance of a commodities index or basket of futures
contracts with respect to all of the commodities in an index. In
some cases, the return will be based on some multiple of the
performance of the index. This embedded leverage will magnify
the positive and negative return the Fund earns from these notes
as compared to the index. The principal and/or interest payments
of commodity-linked derivatives are tied to the value of a real
asset or commodity index. Structured notes may be structured by
the issuer and the purchaser of the note. The notes are
derivative debt instruments with principal payments generally
linked to the value of commodities, commodity futures contracts
or the performance of commodity indices and interest and coupon
payments pegged to a market-based interest rate, such as LIBOR
or a banks prime rate. The value of these notes will rise
or fall in response to changes in the underlying commodity or
related index or investment. These notes expose the Fund
economically to movements in commodity prices. The Fund will
pursue its objective without directly investing in commodities.
The Fund seeks to provide exposure to various commodities and
commodities sectors. Commodity-linked derivative instruments
include commodity index-linked securities and other derivative
instruments that provide exposure to the investment returns of
the commodities markets.
|
|
|
|
Fixed
Income Investments.
The Fund
invests in investment grade fixed-income securities. Investment
grade securities are securities that are rated at the time of
purchase at least BBB- by Standard & Poors Rating
Group (Standard & Poors) or at least
Baa3 by Moodys Investors Service, Inc.
(Moodys), have a comparable rating by another
nationally recognized statistical rating organization
|
13
|
|
|
Goldman Sachs
Commodity Strategy Fund
continued
|
|
|
|
(NRSRO) or, if unrated, are
determined by the Investment Adviser to be of comparable
quality. The Fund may invest in corporate securities,
U.S. Government Securities, Mortgage-Backed Securities,
asset-backed securities, and fixed-income securities issued by
or on behalf of states, territories and possessions of the
United States (including the District of Columbia) and the
political subdivisions, agencies and instrumentalities thereof
(Municipal Securities). The average duration will
vary. The Fund may invest up to 25% of its net assets in foreign
securities. In addition, the Fund may invest up to 10% of its
assets in non-investment grade fixed-income securities. The
structured securities and commodity-linked derivative securities
may also be considered fixed income investments because they
typically pay a predetermined rate of return until the security
matures.
|
|
|
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 fixed-income securities are,
however, considered speculative and generally involve greater
price volatility and greater risk of loss of principal and
interest than higher rated securities. The Fund may purchase the
securities of issuers that are in default.
|
|
|
Other.
The
Fund will also invest in options, futures, options on futures
and swaps. The Fund will primarily allocate its assets between
fixed income and other debt securities and commodity-linked
instruments. In pursuing its investment objective, the Fund uses
the GSCI as its performance benchmark and will attempt to
produce returns that correspond to the performance of the GSCI,
but the Fund will not attempt to replicate the index. The Fund
may, therefore, invest in securities that are not included in
the GSCI.
|
|
|
The Fund will not invest 25% or more of its total
assets in instruments issued by companies in any one industry.
The Funds portfolio will reflect greater than 25% exposure
to the group of industries represented in the GSCI, however. If,
in the future, industries are added to or removed from
representation in the GSCI, the group of industries in which the
Funds exposure is concentrated will likewise change.
|
|
|
|
As of April 11, 2008, the GSCI included 24
commodities in five broad sectors: energy, industrial metals,
precious metals, agricultural products, and livestock products.
Current information on the composition of the index can be found
at: www2.goldmansachs.com/gsci.
|
|
14
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
THE FUND IS NON-DIVERSIFIED UNDER THE
INVESTMENT COMPANY ACT OF 1940 (INVESTMENT COMPANY
ACT), AND MAY INVEST MORE OF ITS ASSETS IN FEWER ISSUERS
THAN DIVERSIFIED MUTUAL FUNDS. THEREFORE, 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.
|
15
Other Investment Practices
and Securities
The tables below and on the following page
identify some of the investment techniques that may (but are not
required to) be used by the Funds in seeking to achieve their
investment objectives. The tables also highlight the differences
and similarities among the Funds in their use of these
techniques and other investment practices and investment
securities. Numbers in this table show allowable usage only; for
actual usage, consult the Funds annual/semi-annual report.
For more information about these and other investment
practices and securities, see Appendix A. Each Fund
publishes on its website (http://www.goldmansachsfunds.com)
complete portfolio holdings for the Fund as of the end of each
calendar quarter subject to a fifteen day lag between the date
of the information and the date on which the information is
disclosed. In addition, the Funds publish on their website
month-end top ten holdings subject to a ten day lag between the
date of the information and the date on which the information is
disclosed. This information will be available on the website
until the date on which a Fund files its next quarterly
portfolio holdings report on Form N-CSR or Form N-Q with
the SEC. In addition, a description of a Funds policies
and procedures with respect to the disclosure of a Funds
portfolio holdings is available in the Funds Statement of
Additional Information (SAI).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (including securities lending collateral)
(italic type)
|
|
|
|
|
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
|
|
|
|
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
|
|
|
limited only by the strategies
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
of the Fund
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
Not permitted
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Investment
Practices
|
|
|
|
|
|
|
|
Borrowings
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
Credit, Currency, Index,
Interest Rate, Total Return and Mortgage Swaps and Options on
Swaps
*
|
|
15
|
|
15
|
|
|
|
15
|
|
Cross Hedging of Currencies
|
|
|
|
|
|
|
|
|
|
Custodial Receipts and
Trust Certificates
|
|
|
|
|
|
|
|
|
|
Equity
Swaps
*
|
|
15
|
|
15
|
|
15
|
|
15
|
|
Foreign Currency
Transactions
**
|
|
|
|
|
|
|
|
|
|
Futures Contracts and
Options on Futures Contracts
|
|
|
|
|
|
|
|
|
|
Interest Rate Caps, Floors
and Collars
|
|
|
|
|
|
|
|
|
|
Investment Company
Securities (including exchange-traded funds)
|
|
10
|
|
10
|
|
10
|
|
10
|
|
Mortgage Dollar Rolls
|
|
|
|
|
|
|
|
|
|
Options on Foreign
Currencies
1
|
|
|
|
|
|
|
|
|
|
Options on Securities and
Securities Indices
2
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Warrants
and Stock Purchase Rights
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
|
|
|
|
Securities Lending
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
Short Sales Against the Box
|
|
25
|
|
25
|
|
|
|
|
|
Unseasoned Companies
|
|
|
|
|
|
|
|
|
|
When-Issued Securities and
Forward Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
**
|
|
Limited by the amount each Fund may invest in
foreign securities.
|
1
|
|
The Tollkeeper, Real Estate Securities and
International Real Estate Securities Funds may purchase and sell
call and put options.
|
|
2
|
|
The Funds may sell covered call and put
options and purchase call and put options.
|
|
16
OTHER INVESTMENT PRACTICES
AND SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (excluding securities lending collateral)
(italic type)
|
|
|
|
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
|
|
|
|
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
|
|
|
limited only by the objectives and strategies
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
of the Fund
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
Not permitted
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Investment
Securities
|
|
|
|
|
|
|
|
American, European and
Global Depositary Receipts
|
|
|
|
|
|
|
|
|
|
Asset-Backed and
Mortgage-Backed Securities
3
|
|
|
|
|
|
|
|
|
|
Bank
Obligations
3
|
|
|
|
|
|
|
|
|
Commodity-linked
Derivative Instruments
|
|
|
|
|
|
|
|
|
|
Convertible
Securities
4
|
|
|
|
|
|
|
|
|
|
Corporate Debt
Obligations
3
|
|
|
|
|
|
|
|
|
|
Equity Investments
|
|
80+
|
|
80+
|
|
80+
|
|
|
Emerging Country Securities
|
|
15
5
|
|
|
|
25
5
|
|
25
5
|
|
Fixed Income Securities
|
|
20
|
|
20
|
|
20
|
|
|
Foreign Securities
|
|
15
5
|
|
|
|
25
5
|
|
25
5
|
|
Municipal
Securities
3
|
|
|
|
|
|
|
|
|
Non-Investment Grade Fixed
Income Securities
|
|
20
6
|
|
20
6
|
|
20
6
|
|
10
6
|
|
Real Estate Investment
Trusts
|
|
|
|
|
|
|
|
|
|
Stripped Mortgage-Backed
Securities
3
|
|
|
|
|
|
|
|
|
|
Structured Securities
(which may include equity linked notes)
*
3
|
|
|
|
|
|
|
|
|
|
Temporary Investments
|
|
|
|
|
|
|
|
|
|
U.S. Government
Securities
3
|
|
|
|
|
|
|
|
|
|
Yield Curve Options and
Inverse Floating Rate Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
|
3
|
|
Limited by the amount the Fund invests in
fixed-income securities.
|
|
|
4
|
|
Convertible securities purchased by the Funds
use the same rating criteria for convertible and non-convertible
debt securities.
|
|
|
5
|
|
The Tollkeeper, Commodity Strategy and Real
Estate Securities Funds may invest in the aggregate up to 25%,
25% and 15%, respectively, of their total assets in foreign
securities, including emerging country securities.
|
|
|
6
|
|
May be BB or lower by Standard &
Poors Rating Group (Standard &
Poors) or Ba or lower by Moodys Investors
Service, Inc. (Moodys) or have a comparable
rating by another nationally-recognized statistical rating
organization at the time of investment.
|
|
17
Principal Risks of the Funds
Loss of money is a risk of investing in each
Fund. An investment in a Fund is not a deposit of any bank and
is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes the principal risks that apply to the Funds and may
result in a loss of your investment. None of the Funds should be
relied upon as a complete investment program. There can be no
assurance that a Fund will achieve its investment objective.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
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Real Estate
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Real Estate
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Commodity
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Applicable
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Securities
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Securities
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Tollkeeper
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Strategy
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Not applicable
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Fund
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Fund
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Fund
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Fund
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Credit/Default
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Foreign
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Emerging Countries
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Industry Concentration
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Stock
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Derivatives
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Interest Rate
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IPO
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Management
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Market
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Liquidity
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Non-Diversification
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REIT
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Mid Cap and Small Cap
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Investment Style
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NAV
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Non-Investment Grade Fixed
Income Securities
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U.S. Government Securities
Risk
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Internet
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Commodity Sector
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Real Estate Industry
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Absence of Regulation
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Call Risk
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Extension Risk
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Counterparty
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Leverage
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18
PRINCIPAL RISKS OF THE
FUNDS
General
Risks:
|
|
|
n
|
Credit/Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by a Fund may
default on its obligation to pay interest and repay principal.
|
|
n
|
Foreign
Risk
The risk that when a
Fund invests in foreign securities, it will be subject to risk
of loss not typically associated with domestic issuers. Loss may
result because of less foreign government regulation, less
public information and less economic, political and social
stability. Loss may also result from the imposition of exchange
controls, confiscations and other government restrictions. A
Fund will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when a Fund invests in issuers located in emerging
countries.
|
|
n
|
Emerging Countries
Risk
The securities markets
of Central and South American, African, Asian and Eastern
European and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller
market capitalizations, have less government regulation and are
not subject to as extensive and frequent accounting, financial
and other reporting requirements as the securities markets of
more developed countries. Further, investment in equity
securities of issuers located in certain emerging countries
involves risk of loss resulting from problems in share
registration and custody and substantial economic and political
disruptions. These risks are not normally associated with
investments in more developed countries.
|
|
n
|
Industry Concentration
Risk
The risk that a Fund
concentrates its investments in specific industry sectors that
have historically experienced substantial price volatility. A
Fund is subject to greater risk of loss as a result of adverse
economic, business or other developments than if its investments
were diversified across different industry sectors. Securities
of issuers held by a Fund may lack sufficient market liquidity
to enable a Fund to sell the securities at an advantageous time
or without a substantial drop in price.
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have experienced periods of
substantial price volatility in the past and may do so again in
the future.
|
n
|
Derivatives
Risk
The risk that loss may
result from a Funds investments in options, futures,
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 a Fund.
|
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by a Fund
will decline in value. Long-term fixed income securities will
normally have more price volatility because of this risk than
short-term fixed income securities.
|
|
n
|
IPO
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the
|
19
|
|
|
issuer. The purchase of IPO shares may involve
high transaction costs. IPO shares are subject to market risk
and liquidity risk. When a Funds asset base is small, a
significant portion of the Funds performance could be
attributable to investments in IPOs, because such investments
would have a magnified impact on the Fund. As the Funds
assets grow, the effect of the Funds investments in IPOs
on the Funds performance probably will decline, which
could reduce the Funds performance.
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Market
Risk
The risk that the value
of the securities in which a Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods.
|
|
n
|
Liquidity
Risk
The risk that a Fund may
invest to a greater degree in instruments that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also, the risk that a 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, a Fund may have to accept a lower price
or may not be able to sell the instrument at all. An inability
to see a portfolio position can adversely affect a Funds
value or prevent a Fund from being able to take advantage of
other investment opportunities. To meet redemption requests, a
Fund may be forced to sell liquid securities, at an unfavorable
time and conditions.
|
|
Funds that invest in non-investment grade fixed
income securities, small and mid-capitalization stocks, REITs
and emerging country issuers are 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.
Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) may invest a
significant percentage of their assets in the Funds and other
funds for which GSAM now or in the future acts as investment
adviser or underwriter. Redemptions by a Fund of Funds Portfolio
of its position in a Fund may further increase liquidity risk
and may impact a Funds NAV.
|
|
n
|
Non-Diversification
Risk
The Real Estate
Securities Fund, International Real Estate Securities Fund and
Commodity Strategy Fund are non-diversified, meaning that each
Fund is permitted to invest more of its assets in fewer issuers
than diversified mutual funds. Thus, each 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.
|
20
PRINCIPAL RISKS OF THE
FUNDS
|
|
n
|
REIT
Risk
Investing in REITs
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable a Fund to
effect sales at an advantageous time or without a substantial
drop in price.
|
n
|
Mid Cap and Small Cap
Risk
The securities of small
capitalization and mid-capitalization companies involve greater
risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price
movements. Securities of such issuers may lack sufficient market
liquidity to enable a Fund to effect sales at an advantageous
time or without a substantial drop in price. Both mid-cap and
small-cap companies often have narrower markets and more limited
managerial and financial resources than larger, more established
companies. As a result, their performance can be more volatile
and they face greater risk of business failure, which could
increase the volatility of a Funds portfolio. Generally,
the smaller the company size, the greater these risks.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. A Fund
may outperform or underperform other funds that employ a
different investment style. Examples of different investment
styles include growth and value investing. Growth stocks may be
more volatile than other stocks because they are more sensitive
to investor perceptions of the issuing companys growth of
earnings potential. Growth companies are often expected by
investors to increase their earnings at a certain rate. When
these expectations are not met, investors can punish the stocks
inordinately even if earnings showed an absolute increase. Also,
because growth companies usually invest a high portion of
earnings in their business, growth stocks may lack the dividends
of some value stocks that can cushion stock prices in a falling
market. Growth oriented funds will typically underperform when
value investing is in favor. Value stocks are those that are
undervalued in comparison to their peers due to adverse business
developments or other factors.
|
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of a Fund and the value of your
investment will fluctuate.
|
|
|
n
|
Non-Investment Grade Fixed Income
Securities
The Funds may
invest in non-investment grade fixed income securities (commonly
known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of comparable credit quality are subject to
the increased risk of an issuers inability to meet
principal and interest payment obligations. These
|
|
21
|
|
|
|
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.
|
|
|
n
|
U.S. Government Securities
Risk
The risk that the
U.S. government will not provide financial support to U.S.
government agencies, instrumentalities or sponsored enterprises
if it is not obligated to do so by law. Although many types of
U.S. Government Securities may be purchased by the Funds,
such as those issued by the Federal National Mortgage
Association (Fannie Mae), Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal Home Loan
Banks may be chartered or sponsored by Acts of Congress, their
securities are neither issued nor guaranteed by the United
States Treasury and, therefore, are not backed by the full faith
and credit of the United States. The maximum potential liability
of the issuers of some U.S. Government Securities held by
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.
|
|
Other
Specific Risks:
|
|
n
|
Internet
Risk
The risk that the stock
prices of Internet and Internet-related companies and therefore
the value of the Tollkeeper Fund will experience significant
price movements as a result of intense market volatility,
worldwide competition, consumer preferences, product
compatibility, product obsolescence, government regulation,
excessive investor optimism or pessimism, or other factors. The
Tollkeeper Fund may also invest in a relatively few number of
issuers. 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
|
Commodity Sector
Risk
Exposure to the
commodities markets may subject the Commodity Strategy Fund to
greater volatility than investments in traditional securities.
The value of commodity-linked derivative instruments may be
affected by changes in overall market movements, commodity index
volatility, changes in interest rates, or sectors affecting a
particular industry or commodity, such as drought, floods,
weather, livestock disease, embargoes, tariffs and international
economic, political and regulatory developments. The prices of
energy, industrial metals, precious metals, agriculture and
livestock sector commodities may fluctuate widely due to factors
such as changes in value, supply and demand and governmental
regulatory policies. The energy sector can be significantly
affected by changes in the prices and supplies of oil and other
energy fuels, energy conservation, the success of exploration
projects, and tax and other government regulations, policies of
the Organization of Petroleum Exporting Countries (OPEC) and
relationships among OPEC members and between OPEC and
oil-importing nations. The metals sector can be affected by
sharp price volatility over short
|
|
22
PRINCIPAL RISKS OF THE
FUNDS
|
|
|
|
periods caused by global economic, financial and
political factors, resource availability, government regulation,
economic cycles, changes in inflation or expectations about
inflation in various countries, interest rates, currency
fluctuations, metal sales by governments, central banks or
international agencies, investment speculation and fluctuations
in industrial and commercial supply and demand. The
commodity-linked securities in which the Commodity Strategy Fund
invests may be issued by companies in the financial services
sector, including the banking, brokerage and insurance sectors.
As a result, events affecting issues in the financial services
sector may cause the Funds share value to fluctuate.
|
|
|
n
|
Real Estate Industry
Risk
The Real Estate
Securities and International Real Estate Securities Funds are
subject to certain risks associated with real estate in general.
These risks include, among others: possible declines in the
value of real estate; risks related to general and local
economic conditions; possible lack of availability of mortgage
financing, variations in rental income, neighborhood values or
the appeal of property to tenants; interest rates; overbuilding;
extended vacancies of properties; increases in competition,
property taxes and operating expenses; and changes in zoning
laws. The real estate industry is particularly sensitive to
economic downturns. The values of securities of companies in the
real estate industry may go through cycles of relative
under-performance and out-performance in comparison to equity
securities markets in general.
|
|
|
n
|
Absence of
Regulation
The Commodity
Strategy Fund engages in OTC transactions. In general, there is
less governmental regulation and supervision of transactions in
the OTC markets (in which option contracts and certain options
on swaps are generally traded) than of transactions entered into
on organized exchanges.
|
|
|
n
|
Call
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Commodity Strategy Fund (such as a mortgage-backed
security) earlier than expected. This may happen when there is a
decline in interest rates. Under these circumstances, the Fund
may be unable to recoup all of its initial investment and will
also suffer from having to reinvest in lower yielding securities.
|
|
|
n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Commodity Strategy Fund (such as a mortgage-backed
security) later than expected. This may happen when there is a
rise in interest rates. Under these circumstances, the value of
the obligation will decrease, and the Fund will also suffer from
the inability to invest in higher yielding securities.
|
|
|
n
|
Counterparty
Risk
Many of the protections
afforded to participants on some organized exchanges, such as
the performance guarantee of an exchange clearing house, might
not be available in connection with OTC transactions. Therefore,
in those instances in which the Commodity Strategy Fund enters
into OTC transactions, the Fund will be subject to the risk that
its direct counterparty will not perform its obligations under
the transactions and that the Fund will sustain losses.
|
|
|
n
|
Leverage
Risk
Leverage creates
exposure to gains in a greater amount than the dollar amount
made in an investment by enhancing return or value without
|
|
23
|
|
|
increasing the investment amount. Borrowing and
the use of derivatives result in leverage. Leverage can magnify
the effects of changes in the value of the Commodity Strategy
Fund and make it more volatile. Relatively small market
movements may result in large changes in the value of a
leveraged investment. The Commodity Strategy Fund will segregate
or earmark liquid assets or otherwise cover transactions that
may give rise to such risk, to the extent required by applicable
law. The use of leverage may cause the Commodity Strategy Fund
to liquidate portfolio positions to satisfy its obligations or
to meet segregation requirements when it may not be advantageous
to do so.
|
More information about the Funds portfolio
securities and investment techniques, and their associated
risks, is provided in Appendix A. You should consider the
investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
24
PRINCIPAL RISKS OF THE
FUNDS
HOW THE FUNDS
HAVE PERFORMED
|
|
|
|
The bar charts and tables on the following pages
provide an indication of the risks of investing in a Fund by
showing: (a) changes in the performance of a Funds
Class A Shares from year to year; and (b) how the
average annual total returns of a Funds Class A, B
and C Shares compare to those of broad-based securities market
indices. The bar chart (including Best Quarter and
Worst Quarter information) and table assume
reinvestment of dividends and distributions. A Funds past
performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future.
|
|
|
|
The average annual total return calculation
reflects a maximum initial sales charge of 5.5% for Class A
Shares, the assumed contingent deferred sales charge
(CDSC) for Class B Shares (5% maximum declining
to 0% after six years), and the assumed CDSC for Class C
Shares (1% if redeemed within 12 months of purchase). The
bar charts (including Best Quarter and Worst
Quarter information) do not reflect the sales loads
applicable to Class A Shares. If the sales loads were
reflected, returns would be less. Performance reflects expense
limitations in effect. If expense limitations were not in place,
a Funds performance would have been reduced.
|
|
|
|
|
The Goldman Sachs Commodity Strategy Fund
commenced operations on March 30, 2007. No performance
information regarding the Goldman Sachs Commodity Strategy Fund
is included in this section because such Fund has less than one
calendar year of performance.
|
|
INFORMATION ON
AFTER-TAX RETURNS
|
|
|
|
These definitions apply to the after-tax returns.
|
|
|
Average
Annual Total Returns Before
Taxes.
These returns do not
reflect taxes on distributions on a Funds Class A
Shares nor do they show how performance can be impacted by taxes
when shares are redeemed (sold) by you.
|
|
|
Average
Annual Total Returns After Taxes on
Distributions.
These returns
assume that taxes are paid on distributions on a Funds
Class A Shares (
i.e.
, dividends and capital gains)
but do not reflect taxes that may be incurred upon redemption
(sale) of the Class A Shares at the end of the performance
period.
|
25
|
|
|
Average
Annual Total Returns After Taxes on Distributions and Sale of
Shares.
These returns reflect
taxes paid on distributions on a Funds Class A Shares
and taxes applicable when the shares are redeemed (sold).
|
|
|
Note on
Tax Rates.
The after-tax
performance figures are calculated using the historically
highest individual federal marginal income tax rates at the time
of the distributions and do not reflect state and local taxes.
In calculating the federal income taxes due on redemptions,
capital gains taxes resulting from a redemption are subtracted
from the redemption proceeds and the tax benefits from capital
losses resulting from the redemption are added to the redemption
proceeds. Under certain circumstances, the addition of the tax
benefits from capital losses resulting from redemptions may
cause the Returns After Taxes on Distributions and Sale of Fund
Shares to be greater than the Returns After Taxes on
Distributions or even the Returns Before Taxes.
|
26
FUND PERFORMANCE
Real Estate Securities
Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR (CLASS A)
|
|
|
|
Best Quarter*
Q4
04 +17.53%
Worst
Quarter*
Q4
07 -11.97%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Class A
(Inception
7/27/98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-20.58%
|
|
|
|
17.61%
|
|
|
|
12.41%
|
|
Returns After Taxes on
Distributions**
|
|
|
-22.93%
|
|
|
|
15.37%
|
|
|
|
10.34%
|
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-10.63%
|
|
|
|
14.83%
|
|
|
|
10.01%
|
|
Wilshire Real Estate
Securities Index***
|
|
|
-17.78%
|
|
|
|
18.66%
|
|
|
|
12.45%
|
|
|
Class B
(Inception
7/27/98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-20.76%
|
|
|
|
17.74%
|
|
|
|
12.26%
|
|
Wilshire Real Estate
Securities Index***
|
|
|
-17.78%
|
|
|
|
18.66%
|
|
|
|
12.45%
|
|
|
Class C
(Inception
7/27/98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-17.41%
|
|
|
|
18.06%
|
|
|
|
12.28%
|
|
Wilshire Real Estate
Securities Index***
|
|
|
-17.78%
|
|
|
|
18.66%
|
|
|
|
12.45%
|
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
|
|
**
|
|
The after-tax returns are for Class A
Shares only. The after-tax returns for Class B and
Class C Shares will vary. After-tax returns are calculated
using the historical highest individual federal marginal income
tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on an investors tax
situation and may differ from those shown. In addition, the
after-tax returns shown are not relevant to investors who hold
Fund shares through tax-deferred arrangements such as 401(k) or
individual retirement accounts.
|
|
|
***
|
|
The Wilshire Real Estate Securities Index is
an unmanaged index of publicly traded REITs and real estate
operating companies. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
|
27
International Real Estate
Securities Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR (CLASS A)
|
|
|
|
Best Quarter*
Q1
07 +8.41%
Worst
Quarter*
Q4
07 -9.46%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
Since Inception
|
|
|
|
|
|
|
Class A
(Inception
7/31/06)
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-7.93%
|
|
|
|
8.00%
|
|
Returns After Taxes on
Distributions**
|
|
|
-10.11%
|
|
|
|
6.03%
|
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-4.92%
|
|
|
|
5.80%
|
|
FTSE EPRA/NAREIT Global Ex
US Real Estate Index***
|
|
|
-0.88%
|
|
|
|
16.16%
|
|
|
Class C
(Inception
7/31/06)
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-4.19%
|
|
|
|
11.57%
|
|
FTSE EPRA/NAREIT Global Ex
US Real Estate Index***
|
|
|
-0.88%
|
|
|
|
16.16%
|
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
|
|
**
|
|
The after-tax returns are for Class A
Shares only. The after-tax returns for Class B and
Class C Shares will vary. After-tax returns are calculated
using the historical highest individual federal marginal income
tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on an investors tax
situation and may differ from those shown. In addition, the
after-tax returns shown are not relevant to investors who hold
Fund shares through tax-deferred arrangements such as 401(k) or
individual retirement accounts.
|
|
|
***
|
|
An investor cannot invest directly in an
index.
|
|
28
FUND PERFORMANCE
Tollkeeper
Fund
SM
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR (CLASS A)
|
|
|
|
Best Quarter*
Q4
01 +24.76%
Worst
Quarter*
Q3
01 -37.84%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Class A
(Inception
10/1/99)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
20.38%
|
|
|
|
17.78%
|
|
|
|
1.22%
|
|
Returns After Taxes on
Distributions**
|
|
|
20.38%
|
|
|
|
17.78%
|
|
|
|
1.15%
|
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
13.24%
|
|
|
|
15.74%
|
|
|
|
1.01%
|
|
NASDAQ Composite Index***
|
|
|
9.81%
|
|
|
|
14.70%
|
|
|
|
-0.42%
|
|
|
Class B
(Inception
10/1/99)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
21.55%
|
|
|
|
18.03%
|
|
|
|
1.14%
|
|
NASDAQ Composite Index***
|
|
|
9.81%
|
|
|
|
14.70%
|
|
|
|
-0.42%
|
|
|
Class C
(Inception
10/1/99)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
25.43%
|
|
|
|
18.27%
|
|
|
|
1.13%
|
|
NASDAQ Composite Index***
|
|
|
9.81%
|
|
|
|
14.70%
|
|
|
|
-0.42%
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
The after-tax returns are for Class A
Shares only. The after-tax returns for Class B and
Class C Shares will vary. After-tax returns are calculated
using the historical highest individual federal marginal income
tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on an investors tax
situation and may differ from those shown. In addition, the
after-tax returns shown are not relevant to investors who hold
Fund shares through tax-deferred arrangements such as 401(k) or
individual retirement accounts.
|
***
|
|
The NASDAQ Composite Index is a broad-based
capitalization-weighted index of all NASDAQ National Market and
Small-Cap stocks. The Index figures do not reflect any deduction
for fees, expenses or taxes. An investor cannot invest directly
in an index.
|
|
|
From October 1, 1999 to August 1,
2004, under normal circumstances, the Fund invested at least 80%
of its Net Assets in equity investments in Internet
Tollkeeper companies, which are companies in the media,
telecommunications, technology and Internet sectors which
provide or permit Internet companies or Internet users access to
content, services or infrastructure. Beginning August 1,
2004, the Fund has invested at least 80% of its Net Assets in
equity investments in Tollkeeper companies which are
companies in the technology, media, or service sectors that
adopt or use technology to improve their cost structure, revenue
opportunities or competitive advantage.
|
29
Fund Fees and Expenses
(Class A, B and C Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Class A, Class B or
Class C Shares of a Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
1
|
|
|
None
|
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
2
|
|
|
None
|
1
|
|
|
5.0%
|
7
|
|
|
1.0%
|
3
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
4
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
1.00%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Other Expenses
6
*
|
|
|
0.23%
|
|
|
|
0.23%
|
|
|
|
0.23%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.48%
|
|
|
|
2.23%
|
|
|
|
2.23%
|
|
|
See pages 34-35 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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
4
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
1.00%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Other Expenses
6
|
|
|
0.19%
|
|
|
|
0.19%
|
|
|
|
0.19%
|
|
|
Total Fund Operating Expenses (after current
expense limitations)
|
|
|
1.44%
|
|
|
|
2.19%
|
|
|
|
2.19%
|
|
|
30
FUND FEES AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate
|
|
|
Securities Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
5.5%
|
1
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
2
|
|
|
None
|
1
|
|
|
1.0%
|
3
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
8
|
|
|
2.0%
|
|
|
|
2.0%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
4
|
|
|
|
|
|
|
|
|
Management
Fees
5
*
|
|
|
1.05%
|
|
|
|
1.05%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
6
*
|
|
|
0.27%
|
|
|
|
0.27%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.57%
|
|
|
|
2.32%
|
|
|
See pages 34-35 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses and Total Fund Operating Expenses
shown in the table above do not reflect voluntary fee waivers
and/or expense limitations currently in place with respect to
the Fund. The Funds Management Fees,
Other Expenses and Total Fund Operating
Expenses, after application of current waivers and expense
limitations, are as set forth below. These fee waivers and
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 Management Fees,
Other Expenses and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate
|
|
|
Securities Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
4
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
1.03%
|
|
|
|
1.03%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
6
|
|
|
0.25%
|
|
|
|
0.25%
|
|
|
Total Fund Operating Expenses (after current
waivers and expense limitations)
|
|
|
1.53%
|
|
|
|
2.28%
|
|
|
31
Fund Fees and Expenses
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Sales Charge (Load) Imposed on Purchases
|
|
|
5.5%
|
1
|
|
|
None
|
|
|
|
None
|
|
Maximum Deferred Sales Charge (Load)
2
|
|
|
None
|
1
|
|
|
5.0%
|
7
|
|
|
1.0%
|
3
|
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
4
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
1.00%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Other Expenses
6
*
|
|
|
0.33%
|
|
|
|
0.33%
|
|
|
|
0.33%
|
|
|
Total Fund Operating Expenses*
|
|
|
1.58%
|
|
|
|
2.33%
|
|
|
|
2.33%
|
|
|
See pages 34-35 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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
4
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
1.00%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Other Expenses
6
|
|
|
0.25%
|
|
|
|
0.25%
|
|
|
|
0.25%
|
|
|
Total Fund Operating Expenses (after current
expense limitations)
|
|
|
1.50%
|
|
|
|
2.25%
|
|
|
|
2.25%
|
|
|
32
FUND FEES AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
4.5%
|
1
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
2
|
|
|
None
|
1
|
|
|
1.0%
|
3
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
8
|
|
|
2.0%
|
|
|
|
2.0%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
4
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
0.50%
|
|
|
|
0.50%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
6
*
|
|
|
0.33%
|
|
|
|
0.33%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.08%
|
|
|
|
1.83%
|
|
|
See pages 34-35 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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
Fund
|
|
|
|
|
|
Class A
|
|
Class C
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
4
|
|
|
|
|
|
|
|
|
Management Fees
5
|
|
|
0.50%
|
|
|
|
0.50%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses
6
|
|
|
0.17%
|
|
|
|
0.17%
|
|
|
Total Fund Operating Expenses (after current
expense limitations)
|
|
|
0.92%
|
|
|
|
1.67%
|
|
|
33
Fund Fees and Expenses
continued
|
|
|
|
1
|
|
The maximum sales charge is a percentage of
the offering price. Under certain circumstances, as described in
the Shareholder Guide, the maximum sales charge may be reduced
or waived entirely. A contingent deferred sales charge
(CDSC) of 1% is imposed on certain redemptions
(within 18 months of purchase) of Class A Shares sold
without an initial sales charge as part of an investment of
$1 million or more.
|
|
2
|
|
The 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% is imposed on Class C Shares
redeemed within 12 months of purchase.
|
|
4
|
|
Except for the Tollkeeper Fund, the
Funds annual operating expenses are based on actual
expenses incurred for the fiscal year ended December 31,
2007. The annual operating expenses for the Tollkeeper Fund are
based on amounts expected to be incurred for the fiscal year
ending December 31, 2008.
|
|
|
5
|
|
The Investment Adviser is entitled to
management fees at the annual rates equal to the following
percentages of the average daily net assets of the
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
Fund
|
|
Annual Rate
|
|
Net Assets
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
International Real Estate Securities
|
|
|
1.05%
|
|
|
|
First $2 billion
|
|
|
|
|
0.95%
|
|
|
|
Over $2 billion
|
|
|
Tollkeeper
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
Commodity Strategy
|
|
|
0.50%
|
|
|
|
First $2 billion
|
|
|
|
|
0.45%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
Additionally, the Investment Adviser is
currently voluntarily waiving a portion of its management fee
equal to 0.02% based on the average daily net assets of the
International Real Estate Securities Fund. As a result, the
Investment Adviser is currently receiving a management fee from
the the International Real Estate Securities Fund at the annual
rate of 1.03%.
|
|
|
6
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.19%
of average daily net assets of the Tollkeeper and the Real
Estate Securities Funds Class A, Class B and
Class C Shares and the International Real Estate Securities
Funds Class A and Class C Shares, and 0.13% of
average daily net assets of the Commodity Funds,
Class A and Class 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
|
|
34
FUND FEES AND EXPENSES
|
|
|
|
|
|
meeting and other extraordinary expenses
exclusive of any custody and transfer agent fee credit
reductions) to the following percentages of each Funds
average daily net assets:
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Fund
|
|
Expenses
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
0.004%
|
|
|
|
International Real Estate Securities
|
|
|
0.064%
|
|
|
|
Tollkeeper
|
|
|
0.064%
|
|
|
|
Commodity Strategy
|
|
|
0.044%
|
|
|
|
|
|
|
7
|
|
A CDSC is imposed upon Class B Shares
redeemed within six years of purchase at a rate of 5% in the
first year, declining to 1% in the sixth year and eliminated
thereafter.
|
|
8
|
|
A 2.0% redemption fee will be imposed on the
redemption of shares (including by exchange) of the
International Real Estate Securities Fund and Commodity Strategy
Fund held for 30 days or less.
|
|
35
Fund Fees and Expenses
continued
Example
The following Example is intended to help you
compare the cost of investing in a Fund (without the waivers and
expense limitations) with the cost of investing in other mutual
funds. The Example assumes that you invest $10,000 in
Class A, B or C Shares of a Fund for the time periods
indicated and then redeem all of your Class A, B or C
Shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that a
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
|
|
5 Years
|
|
10 Years
|
|
|
Real Estate
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
692
|
|
|
$
|
992
|
|
|
$
|
1,313
|
|
|
$
|
2,221
|
|
Class B Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
726
|
|
|
$
|
997
|
|
|
$
|
1,395
|
|
|
$
|
2,376
|
|
|
Assuming no
redemption
|
|
$
|
226
|
|
|
$
|
697
|
|
|
$
|
1,195
|
|
|
$
|
2,376
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
326
|
|
|
$
|
697
|
|
|
$
|
1,195
|
|
|
$
|
2,565
|
|
|
Assuming no
redemption
|
|
$
|
226
|
|
|
$
|
697
|
|
|
$
|
1,195
|
|
|
$
|
2,565
|
|
|
International Real
Estate Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
701
|
|
|
$
|
1,018
|
|
|
$
|
1,358
|
|
|
$
|
2,315
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
335
|
|
|
$
|
724
|
|
|
$
|
1,240
|
|
|
$
|
2,656
|
|
|
Assuming no
redemption
|
|
$
|
235
|
|
|
$
|
724
|
|
|
$
|
1,240
|
|
|
$
|
2,656
|
|
|
Tollkeeper
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
702
|
|
|
$
|
1,021
|
|
|
$
|
1,363
|
|
|
$
|
2,325
|
|
Class B Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
736
|
|
|
$
|
1,027
|
|
|
$
|
1,445
|
|
|
$
|
2,479
|
|
|
Assuming no
redemption
|
|
$
|
236
|
|
|
$
|
727
|
|
|
$
|
1,245
|
|
|
$
|
2,479
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
336
|
|
|
$
|
727
|
|
|
$
|
1,245
|
|
|
$
|
2,666
|
|
|
Assuming no
redemption
|
|
$
|
236
|
|
|
$
|
727
|
|
|
$
|
1,245
|
|
|
$
|
2,666
|
|
|
Commodity
Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
555
|
|
|
$
|
778
|
|
|
$
|
1,019
|
|
|
$
|
1,708
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assuming
complete redemption at end of period
|
|
$
|
286
|
|
|
$
|
576
|
|
|
$
|
990
|
|
|
$
|
2,148
|
|
|
Assuming no
redemption
|
|
$
|
186
|
|
|
$
|
576
|
|
|
$
|
990
|
|
|
$
|
2,148
|
|
|
36
FUND FEES AND EXPENSES
The hypothetical example assumes that a CDSC will
not apply to redemptions of Class A Shares within the first
18 months. Class B Shares convert to Class A
Shares eight years after purchase; therefore, Class A
expenses are used in the hypothetical example for the Real
Estate Securities Fund and the Tollkeeper Fund after year eight.
Certain institutions that sell Fund shares and/or
their salespersons may receive other compensation in connection
with the sale and distribution of Class A, Class B and
Class C Shares for services to their customers
accounts and/or the Funds. For additional information regarding
such compensation, see What Should I Know When I Purchase
Shares Through An Authorized Dealer? in the Prospectus and
Payments to Intermediaries in the SAI.
37
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Real Estate Securities
International Real Estate Securities
Tollkeeper
Commodity Strategy
|
|
|
|
|
|
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
December 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $763 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Funds and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Funds, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Funds:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Funds
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Funds
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
38
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
each respective Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
|
|
For the Fiscal
|
|
|
|
|
Average Daily
|
|
Year Ended
|
Fund
|
|
Contractual Rate
|
|
Net Assets
|
|
December 31, 2007
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
International
Real Estate
|
|
|
1.05%
|
|
|
|
First $2 billion
|
|
|
|
1.03%
|
|
|
Securities
|
|
|
0.95%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
Tollkeeper
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
0.50%
|
|
|
|
First $2 billion
|
|
|
|
0.50%
|
|
|
|
|
0.45%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Funds in 2007 is available in the Funds annual report
dated December 31, 2007.
|
|
|
|
|
|
Real
Estate Securities Team
|
|
|
|
The Real Estate Securities portfolio management
team includes individuals with backgrounds in:
|
|
|
|
|
|
|
n
|
Fundamental real estate acquisition, development
and operations
|
|
|
|
n
|
Real estate capital markets
|
|
|
|
n
|
Mergers and acquisitions
|
|
|
|
n
|
Asset management
|
|
39
______________________________________________________________________________________________________________
Real
Estate Securities Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark Howard-Johnson,
CFA
Managing Director
|
|
Senior Portfolio
Manager
Real Estate Securities
International Real Estate Securities
|
|
Since
1998
2006
|
|
Mr. Howard-Johnson
joined the Investment Adviser as a portfolio manager in 1998.
His previous experience includes 15 years in the real
estate finance business.
|
|
David Kruth, CFA
Vice President
|
|
Senior Portfolio
Manager
Real Estate Securities
International Real Estate Securities
|
|
Since 2005
2006
|
|
Mr. Kruth joined
the Investment Adviser as a portfolio manager in 2005. His
previous experience includes approximately 18 years in the real
estate investment field, most recently managing real estate
securities funds at Citigroup (June 2004- May 2005) and
AllianceBernstein (June 1998- June 2004).
|
|
Timothy Michael
Hannon*
Head of Real Estate
at GSJBWere
|
|
Senior Portfolio
Manager
International Real Estate Securities
|
|
Since 2006
|
|
Mr. Hannon joined
Goldman Sachs JBWere as a portfolio manager in 1998. His
previous experience includes 8 years in the real estate
investment field and in the securities investment
field.
|
|
|
|
|
|
*
|
|
Goldman Sachs JBWere is a partially owned
subsidiary of Goldman Sachs that makes Mr. Hannons
services available to GSAM, L.P. to participate as a member
of the Real Estate Securities Team.
|
|
|
|
|
|
Mark Howard-Johnson is the head of the Real
Estate Securities Team. He and David Kruth are responsible for
the day-to-day investment decisions and final buy/sell decisions
of the Real Estate Securities Fund and Mr. Howard-Johnson,
Mr. Kruth and Mr. Hannon are responsible for the
day-to-day investment decisions and final buy/sell decisions of
the International Real Estate Securities Fund. However, all
investment decisions involve discussion with personnel from the
Investment Advisers real estate securities group. Each of
the Senior Portfolio Managers is responsible for liaising with
research analysts around the world, promoting his or her
securities selection ideas to the other members of the team and
thereafter debating their inclusion in the portfolios.
|
|
|
|
Growth
Investment Team
|
|
|
|
|
|
n
|
For 27 years the team has applied a
consistent investment discipline through diverse and complete
market cycles
|
|
|
|
n
|
$28.5 billion in equities currently under
management
|
|
|
n
|
A deep and experienced portfolio management and
research team comprised of industry experts that provide
in-depth research within each sector
|
40
SERVICE PROVIDERS
______________________________________________________________________________________________________________
Growth
Investment Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Steven M. Barry
Managing Director
Chief Investment Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Barry joined
the Investment Adviser as a portfolio manager in 1999. From 1988
to 1999, he was a portfolio manager at Alliance Capital
Management.
|
|
Gregory H. Ekizian,
CFA
Managing Director
Chief Investment
Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Ekizian joined
the Investment Adviser as a portfolio manager in 1997 when
Goldman Sachs Asset Management acquired Liberty Investment
Management. He was a senior portfolio manager at Liberty prior
to the acquisition. He joined Libertys predecessor firm
Eagle Asset Management in 1990.
|
|
David G. Shell, CFA
Managing Director
Chief Investment
Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Shell joined
the Investment Adviser as a portfolio manager in 1997 when
Goldman Sachs Asset Management acquired Liberty Investment
Management. He was a senior portfolio manager at Liberty prior
to the acquisition. He joined Libertys predecessor firm
Eagle Asset Management in 1987.
|
|
|
|
|
|
Steve Barry, Dave Shell and Greg Ekizian are
Chief Investment Officers (CIOs) of the Growth team.
All 18 members of the team discuss their research analysis
and recommendations with the whole team at investment strategy
meetings. The entire team discusses and debates whether the
business being presented meets the Growth teams definition
of a high-quality growth business and the attractiveness of the
current valuation. The team reaches a consensus on whether a
business is worthy of a position in the portfolio. The CIOs are
accountable for all portfolio construction decisions and
determine the appropriate weight for each investment.
|
|
|
|
|
For information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds, see the SAI.
|
|
|
|
|
Commodity
Strategy Team
|
|
|
|
The Commodity Strategy portfolio management team
includes individuals with backgrounds in commodities and fixed
income investment management. With respect to the actively
managed fixed income portion of the portfolio:
|
|
|
|
|
|
n
|
The investment process revolves around four
groups: the Investment Strategy Group, the Top-down Strategy
Teams, the Bottom-up Strategy Teams and the Portfolio Teams.
|
41
|
|
|
|
|
n
|
These teams strive to maximize risk-adjusted
returns by de-emphasizing interest rate anticipation and
focusing on security selection and sector allocation.
|
|
|
|
n
|
The team manages approximately $184 billion
in municipal and taxable fixed income assets for retail,
institutional and high net worth clients.
|
|
______________________________________________________________________________________________________________
Commodity
Strategy Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Jonathan Beinner
Managing Director and Co-Head U.S. and Global Fixed Income
Teams
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Beinner joined
the Investment Adviser in 1990 and became a portfolio manager in
1992. He became Co-Head of the U.S. and Global Fixed Income
Teams in 2002.
|
|
Tom Kenny
Managing Director and Co-Head U.S. and Global Fixed Income
Teams
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Kenny joined
the Investment Adviser in 1999 as a senior portfolio manager.
Previously, he spent 13 years at Franklin Templeton where
he was a portfolio manager of high yield municipal and municipal
funds, Director of Municipal Research and Director of the
Municipal Bond Department. He became Co-Head of the U.S. and
Global Fixed Income Teams in 2002.
|
|
James B. Clark
Managing Director, Co-Head U.S. Fixed Income Team
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Clark joined
the Investment Adviser in 1994 as a portfolio manager after
working as an investment manager in the mortgage-backed
securities group at Travelers Insurance Company.
|
|
Stephen Lucas
Managing Director
|
|
Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Lucas is head of
commodities management for the Global Fixed Income Team. He
joined GSAM in 2001. Previously, he worked in Firmwide Risk at
Goldman, Sachs & Co. Before that, he was a
proprietary trader at Chase Manhattan. He has 11 years of
industry experience.
|
|
Michael Johnson
Vice President
|
|
Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Johnson is a
member of the commodities management team. Before joining GSAM
in 2002, he was employed with Conning & Company as an
Associate in the Equity Research Group for one year. Prior to
that, Mr. Johnson was a Senior Financial Analyst with the
Reinsurance Division at CIGNA Corporation.
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Portfolio
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Team and is responsible for high-level
|
42
SERVICE PROVIDERS
|
|
|
|
decisions pertaining to portfolios across
multiple strategies. The Fixed Income Portfolio Management Team
is organized into a series of specialist teams which focus on
generating and implementing investment ideas within their area
of expertise. Both top-down and bottom-up decisions are made by
these small strategy teams, rather than by one portfolio manager
or committee. Ultimate accountability for the portfolio resides
with the lead portfolio managers, who set the long-term risk
budget and oversee the portfolio construction process.
|
|
|
|
|
The SAI provides information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds.
|
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Suite 500, Chicago, Illinois
60606, also serves as each 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 Funds. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
a Fund or limit a 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 Funds directly and
indirectly invest. Thus, it is likely that the Funds will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of
|
43
|
|
|
|
the Funds and/or which engage in and compete for
transactions in the same types of securities, currencies and
instruments as the Funds. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Funds. The
results of a 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 a
Fund could sustain losses during periods in which Goldman Sachs
and its affiliates and other accounts achieve significant
profits on their trading for proprietary or other accounts. In
addition, the Funds may enter into transactions in which Goldman
Sachs or its other clients have an adverse interest. For
example, a 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 Funds. Transactions by
one or more Goldman Sachs advised-clients or the Investment
Adviser may have the effect of diluting or otherwise
disadvantaging the values, prices or investment strategies of
the Funds. A 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 service firm,
Goldman Sachs also provides a wide range of investment banking
and financial services to issuers of securities and investors in
securities. Goldman Sachs, its affiliates and others associated
with it may create markets or specialize in, have positions in
and affect transactions in, securities of issuers held by the
Funds, and may also perform or seek to perform investment
banking and financial services for those issuers. Goldman Sachs
and its affiliates may have business relationships with and
purchase or distribute or sell services or products from or to
distributors, consultants or others who recommend the Funds or
who engage in transactions with or for the Funds. For more
information about conflicts of interest, see the SAI.
|
|
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Funds may retain an
affiliate of the Investment Adviser to serve as a securities
lending agent for each Fund to the extent that the Funds engage
in the securities lending program. For these services, the
lending agent may receive a fee from the Funds, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. The Board
of Trustees periodically reviews all portfolio securities loan
transactions for which the affiliated lending agent has acted as
lending agent. In addition, the Funds 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.
|
|
44
|
|
|
Dividends
|
|
|
|
Each Fund pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
|
n
|
Shares of the same 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 applicable Fund.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
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|
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|
Investment
|
|
Capital Gains
|
Fund
|
|
Income Dividends
|
|
Distributions
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|
Real Estate Securities
|
|
Quarterly
|
|
Annually
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|
International Real Estate
Securities
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|
Semi-annually
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|
Annually
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|
Tollkeeper
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|
Annually
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|
Annually
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|
Commodity Strategy
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|
Quarterly
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|
Annually
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|
|
|
From time to time a portion of a 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 a Fund, part of the
NAV per share may be represented by undistributed income and/or
undistributed 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.
|
45
|
|
|
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.
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|
|
How Can
I Purchase Class A, Class B And Class C Shares Of
The Funds?
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|
|
You may purchase shares of the Funds through
certain brokers, registered investment advisers and other
financial institutions (Authorized Dealers).
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|
|
|
|
In order to make an initial investment in a Fund,
you must furnish to your Authorized Dealer the information in
the Account Application. An order will be processed upon receipt
of payment.
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|
|
To Open
an Account:
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|
|
n
|
Complete the Account Application
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|
|
n
|
Mail your payment and Account Application to your
Authorized Dealer:
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|
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|
|
Your Authorized Dealer is responsible for
forwarding payment promptly (within three business days) to the
Fund
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|
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|
The Funds 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,
a Fund may accept cashiers checks or official bank checks.
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|
|
|
What Is
My Minimum Investment In The Funds?
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|
|
For each of your accounts, the following minimum
must be met:
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Initial
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Additional*
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|
Regular Accounts
|
|
|
$1,000
|
|
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|
$50
|
|
|
Employer Sponsored Benefit
Plans
|
|
|
No Minimum
|
|
|
|
No Minimum
|
|
|
Uniform Gift/Transfer to
Minors Accounts (UGMA/UTMA)
|
|
|
$250
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|
$50
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|
|
Individual Retirement
Accounts and Coverdell ESAs
|
|
|
$250
|
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|
|
$50
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|
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).
|
|
|
|
The minimum investment requirement may be waived
for certain mutual fund wrap programs at the
discretion of the officers of the Goldman Sachs Trust (the
|
46
SHAREHOLDER GUIDE
|
|
|
|
Trust). No minimum amount is required
for additional investments by such accounts.
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|
|
|
What
Alternative Sales Arrangements Are Available?
|
|
The Funds offer three classes of shares through
this Prospectus.*
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|
|
|
|
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|
|
|
|
Class A
|
|
Class B
|
|
Class C
|
|
|
|
|
|
|
Maximum Amount You
Can Buy In The
Aggregate Across All
Goldman Sachs Funds
|
|
No limit
|
|
$100,000**
|
|
$1,000,000**
|
|
Initial Sales
Charge
|
|
Applies to purchases of
less than $1 million
varies by size of
investment with a
maximum of 5.5%
|
|
None
|
|
None
|
|
CDSC
|
|
1% on certain investments
of $1 million or more
if
you sell within
18 months after the end of the month in which the purchase
was made
|
|
6 year declining
CDSC with a
maximum of 5%
|
|
1% if shares
are redeemed
within 12 months of
purchase
|
|
Conversion
Feature
|
|
None
|
|
Class B Shares
automatically convert to Class A Shares
on or about the fifteenth day of the last month of the quarter
that is 8 years after the purchase date.
|
|
None
|
|
|
|
|
|
*
|
|
The Commodity Strategy Fund and International
Real Estate Securities Fund do not offer Class B
Shares.
|
|
|
|
**
|
|
No additional Class B Shares or
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 its Goldman Sachs Fund shares owned and/or
purchased is equal to or exceeds $100,000 in the case of
Class B Shares or $1,000,000 in the case of Class C
Shares.
|
|
47
|
|
|
|
What
Should I Know When I Purchase Shares Through An Authorized
Dealer?
|
|
|
|
Authorized Dealers and other financial
intermediaries may provide varying arrangements for their
clients to purchase and redeem Fund shares. In addition,
Authorized Dealers and other financial intermediaries are
responsible for providing to you any communication from a Fund
to its shareholders, including but not limited to, prospectuses,
prospectus supplements, proxy materials and notices regarding
the source of dividend payments under Section 19 of the
Investment Company Act (the Act). They may charge
additional fees not described in this Prospectus to their
customers for such services.
|
|
|
|
|
If shares of a Fund are held in a street
name account with an Authorized Dealer, all recordkeeping,
transaction processing and payments of distributions relating to
your account will be performed by the Authorized Dealer, and not
by a Fund and its Transfer Agent. Since the Funds will have no
record of your transactions, you should contact your Authorized
Dealer to purchase, redeem or exchange shares, to make changes
in or give instructions concerning the account or to obtain
information about your account. The transfer of shares in a
street name account to an account with another
dealer or to an account directly with a 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.
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|
|
|
|
Authorized Dealers and other financial
intermediaries may be authorized to accept, on behalf of the
Trust, purchase, redemption and exchange orders placed by or on
behalf of their customers, and if approved by the Trust, to
designate other financial intermediaries to accept such orders.
In these cases:
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|
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
that is in proper form when the order is accepted by an
Authorized Dealer or financial 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 other financial
intermediaries are responsible for transmitting accepted orders
to the Funds within the time period agreed upon by them.
|
|
|
|
|
You should contact your Authorized Dealer or
financial intermediary to learn whether it is authorized to
accept orders for the Trust.
|
48
SHAREHOLDER GUIDE
|
|
|
|
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 Funds and
other Goldman Sachs Funds. These payments are made out of the
Investment Advisers, Distributors and/or their
affiliates own assets, and are not an additional charge to
the Funds. The payments are in addition to the distribution and
service fees and sales charges described in this Prospectus.
Such payments are intended to compensate Intermediaries for,
among other things: marketing shares of the Funds and other
Goldman Sachs Funds, which may consist of payments relating to
Funds included on preferred or recommended fund lists or in
certain sales programs from time to time sponsored by the
Intermediaries; access to the Intermediaries registered
representatives or salespersons, including at conferences and
other meetings; assistance in training and education of
personnel; marketing support; and/or other specified services
intended to assist in the distribution and marketing of the
Funds and other Goldman Sachs Funds. The payments may also, to
the extent permitted by applicable regulations, contribute to
various non-cash and cash incentive arrangements to promote the
sale of shares, as well as sponsor various educational programs,
sales contests and/or promotions. The payments by the Investment
Adviser, Distributor and/or their affiliates which are in
addition to the fees paid for these services by the Funds, may
also compensate Intermediaries for subaccounting, sub-transfer
agency, administrative and/or shareholder processing services.
These payments may exceed amounts earned on these assets by the
Investment Adviser, Distributor and/or their affiliates for the
performance of these or similar services. The amount of these
additional payments is normally not expected to exceed 0.50%
(annualized) of the amount sold or invested through
Intermediaries. In addition, certain Intermediaries may have
access to certain services from the Investment Advisor,
Distributor and/or their affiliates, including research reports
and economic analysis, and portfolio analysis tools. In certain
cases, the Intermediary may not pay for these services. Please
refer to the Payments to Intermediaries section of
the SAI for more information about these payments and services.
|
|
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates and the services received by
an Intermediary may differ for different Intermediaries. The
presence of these payments, receipt of those services and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Authorized Dealer or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
|
49
|
|
|
What
Else Should I Know About Share Purchases?
|
|
The Trust reserves the right to:
|
|
|
|
|
|
n
|
Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
|
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of shares of a
Fund is evident, or if purchases, sales or exchanges are, or a
subsequent abrupt redemption might be, of a size that would
disrupt the management of a Fund.
|
|
n
|
Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
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 Funds.
|
|
|
|
The Funds may allow you to purchase shares with
securities instead of cash if consistent with a Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
|
|
|
|
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
Funds 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 Funds. Applications without the required information
may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Funds are unable to verify an investors identity. The
Funds and their agents will not be responsible for any loss in
an investors account resulting from the
|
|
50
SHAREHOLDER GUIDE
|
|
|
|
investors delay in providing all required
information or from closing an account and redeeming an
investors shares pursuant to the customer identification
program.
|
|
|
|
How Are
Shares Priced?
|
|
|
The price you pay when you buy shares is a
Funds next determined NAV for a share class (as adjusted
for any applicable sales charge)
after
the Fund receives
your order in proper form. The price you receive when you sell
shares is a Funds next determined NAV for a share class
with the redemption proceeds reduced by any applicable charge
(e.g., CDSCs 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 a Fund invests a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value price for a
particular security, or if the price provided does not meet the
established criteria for a 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 its procedures and applicable regulatory guidance, may (but
need not) determine to make an adjustment to the previous
closing prices of either domestic or foreign securities in light
of significant events, to reflect what it believes to be the
fair value of the securities at the time of determining a
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 U.S. or
foreign markets; market dislocations; market disruptions or
market closings; equipment failures; natural or man made
disasters or acts of God; armed conflicts; governmental actions
or other developments; as well as the same
|
|
51
|
|
|
|
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 including those related to earnings,
products and regulatory news; significant litigation; low
trading volume; trading limits, or suspensions.
|
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Funds
to price their investments may be different from those used by
other investment companies and investors to price the same
investments.
|
|
|
Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
|
|
|
|
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.
|
|
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at a NAV that is
subsequently adjusted, and to recover amounts from (or
distribute amounts to) shareholders accordingly based on the
official closing NAV, as adjusted.
|
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
|
|
|
Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a Funds 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 is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange
|
|
52
SHAREHOLDER GUIDE
|
|
|
does not open for business, the Trust may,
but is not required to, open one or more Funds for purchase,
redemption and exchange transactions if the Federal Reserve wire
payment system is open. To learn whether a Fund is open for
business during this situation, please call
1-800-526-7384.
|
|
|
Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund holds
foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
|
COMMON
QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A
SHARES
|
|
|
|
What Is
The Offering Price Of Class A Shares?
|
|
The offering price of Class A Shares
of each Fund is the next determined NAV per share plus an
initial sales charge paid to Goldman Sachs at the time of
purchase of shares.
The sales
charge varies depending upon the amount you purchase. In some
cases, described below, the initial sales charge may be
eliminated altogether, and the offering price will be the NAV
per share. The current sales charges and commissions paid to
Authorized Dealers for Class A Shares of the Funds are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge
|
|
Maximum Dealer
|
|
|
Sales Charge as
|
|
as Percentage
|
|
Allowance as
|
Amount of Purchase
|
|
Percentage of
|
|
of Net Amount
|
|
Percentage of
|
(including sales charge, if any)
|
|
Offering Price
|
|
Invested
|
|
Offering Price*
|
|
|
Less than $50,000
|
|
|
5.50
|
%
|
|
|
5.82
|
%
|
|
|
5.00
|
%
|
$50,000 up to (but less
than) $100,000
|
|
|
4.75
|
|
|
|
4.99
|
|
|
|
4.00
|
|
$100,000 up to (but less
than) $250,000
|
|
|
3.75
|
|
|
|
3.90
|
|
|
|
3.00
|
|
$250,000 up to (but less
than) $500,000
|
|
|
2.75
|
|
|
|
2.83
|
|
|
|
2.25
|
|
$500,000 up to (but less
than) $1 million
|
|
|
2.00
|
|
|
|
2.04
|
|
|
|
1.75
|
|
$1 million or more
|
|
|
0.00
|
**
|
|
|
0.00
|
**
|
|
|
***
|
|
|
|
|
|
*
|
|
Dealers allowance may be changed
periodically. During special promotions, the entire sales charge
may be allowed to Authorized Dealers. Authorized Dealers to whom
substantially the entire sales charge is allowed may be deemed
to be underwriters under the Securities Act of
1933.
|
|
**
|
|
No sales charge is payable at the time of
purchase of Class A Shares of $1 million or more, but a
CDSC of 1% may be imposed in the event of certain redemptions
within 18 months after the end of the month in which such
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 Funds equal to
1.00% of the amount under $3 million, 0.50% of the next $2
million, and 0.25% thereafter. In instances where an Authorized
Dealer (including Goldman Sachs Private Wealth Management
Unit) agrees to waive its receipt of the one-time commission
described above, the CDSC on Class A Shares, generally,
will be waived. The Distributor may also pay, with respect to
all or a portion of the amount purchased, a commission in
accordance with the foregoing schedule to Authorized Dealers who
initiate or are responsible for purchases of $500,000 or more by
certain Section 401(k), profit sharing, money purchase
pension, tax-sheltered annuity, defined benefit pension, or
other employee benefit plans (including health savings accounts)
that are sponsored by one or more employers (including
governmental or church employers) or employee organizations
investing in the Funds which satisfy the criteria set forth
below in When Are Class A Shares Not Subject To A
Sales Load? or $1 million or more by certain
wrap accounts. Purchases by such plans will be made
at NAV with no initial sales charge, but if shares are redeemed
within 18 months after the end of the month in which such
purchase was made, a CDSC of 1% may be imposed upon the plan,
the plan sponsor or the third-party administrator. In addition,
Authorized Dealers will remit to the Distributor such payments
received in connection with wrap accounts in the
event that shares are redeemed within 18 months after the
end of the month in which the purchase was made.
|
|
53
|
|
|
You should note that the actual sales charge that
appears in your mutual fund transaction confirmation may differ
slightly from the rate disclosed above in this Prospectus due to
rounding calculations.
|
|
|
|
As indicated in the 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 advantage of these
discounts, your Authorized Dealer or other financial
intermediary must notify the Funds Transfer Agent at the
time of your purchase order that a discount may apply to your
current purchases. You may also be required to provide
appropriate documentation to receive these discounts, including:
|
|
|
|
|
|
|
(i)
|
Information or records regarding shares of the
Funds or other Goldman Sachs Funds held in all accounts
(
e.g.,
retirement accounts) of the shareholder at the
Authorized Dealer or other financial intermediary;
|
|
|
|
|
(ii)
|
Information or records regarding shares of the
Funds or other Goldman Sachs Funds held in any account of the
shareholder at another Authorized Dealer or other financial
intermediary; and
|
|
|
|
|
(iii)
|
Information or records regarding shares of the
Funds or other Goldman Sachs Funds held at any Authorized Dealer
or other financial intermediary by related parties of the
shareholder, such as members of the same family or household.
|
|
|
|
|
|
You should note in particular that, if the
Funds Transfer Agent is properly notified, under the
section How Can The Sales Charge On Class A Shares Be
Reduced? Right 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 were 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 financial intermediary
other than the one handling your current purchase. In some
circumstances, other Class A, Class B and/or
Class C Shares may be aggregated with your current purchase
under the Right of Accumulation as described in the 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
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54
SHAREHOLDER GUIDE
|
|
|
period $50,000 or more in Class A Shares of
one or more Goldman Sachs Funds, any investments you make during
the 13 months will be treated as though the total quantity
were invested in one lump sum and you will receive the
discounted sales load based on your investment commitment. You
must, however, inform the Transfer Agent that the Statement of
Intention is in effect each time shares are purchased. Each
purchase will be made at the public offering price applicable to
a single transaction of the dollar amount specified on the
Statement of Intention.
|
|
|
|
In addition to the information provided in this
Prospectus and the SAI, information about sales charge discounts
is available from your Authorized Dealer or other financial
intermediary and, free of charge, on the Funds website at
http://www.goldmansachsfunds.com.
|
|
|
|
What
Else Do I Need To Know About Class A Shares
CDSC?
|
|
|
Purchases of $1 million or more of Class A
Shares will be made at NAV with no initial sales charge.
However, if you redeem shares within 18 months after the
end of the month in which the purchase was made, a CDSC of 1%
may be imposed. The CDSC may not be imposed if your Authorized
Dealer enters into an agreement with the Distributor to return
all or an applicable prorated portion of its commission to the
Distributor. The CDSC is waived on redemptions in certain
circumstances. See In What Situations May The CDSC On
Class A, B Or C Shares Be Waived Or Reduced? below.
|
|
|
|
When
Are Class A Shares Not Subject To A Sales Load?
|
|
Class A Shares of the Funds may be sold at
NAV without payment of any sales charge to the following
individuals and entities:
|
|
|
|
|
n
|
Goldman Sachs, its affiliates or their respective
officers, partners, directors or employees (including retired
employees and former partners), any partnership of which Goldman
Sachs is a general partner, any Trustee or officer of the Trust
and designated family members of any of these individuals;
|
|
n
|
Qualified employee benefit plans of Goldman Sachs;
|
|
n
|
Trustees or directors of investment companies for
which Goldman Sachs or an affiliate acts as sponsor;
|
|
n
|
Any employee or registered representative of any
Authorized Dealer or their respective spouses, children and
parents;
|
|
n
|
Banks, trust companies or other types of
depository institutions;
|
|
n
|
Any state, county or city, or any
instrumentality, department, authority or agency thereof, which
is prohibited by applicable investment laws from paying a sales
charge or commission in connection with the purchase of shares
of a Fund;
|
|
n
|
Section 401(k), profit sharing, money
purchase pension, tax-sheltered annuity, defined benefit
pension, or other employee benefit plans (including health
savings accounts) that are sponsored by one or more employers
(including
|
55
|
|
|
|
|
governmental or church employers) or employee
organizations (Employee Benefit Plans) that:
|
|
|
|
|
n
|
Buy shares of Goldman Sachs Funds worth $500,000
or more; or
|
|
n
|
Have 100 or more eligible employees at the time
of purchase; or
|
|
n
|
Certify that they expect to have annual plan
purchases of shares of Goldman Sachs Funds of $200,000 or more;
or
|
|
|
n
|
Are provided administrative services by certain
third party administrators that have entered into a special
service arrangement with Goldman Sachs relating to such plans; or
|
|
|
n
|
Have at the time of purchase aggregate assets of
at least $2,000,000;
|
|
|
|
|
n
|
Non-qualified pension plans sponsored by
employers who also sponsor qualified plans that qualify for and
invest in Goldman Sachs Funds at NAV without the payment of any
sales charge;
|
|
n
|
Insurance company separate accounts that make the
Funds available as underlying investments in certain group
annuity contracts;
|
|
n
|
Wrap accounts for the benefit of
clients of broker-dealers, financial institutions or financial
planners, provided they have entered into an agreement with GSAM
specifying aggregate minimums and certain operating policies and
standards;
|
|
n
|
Registered investment advisers investing for
accounts for which they receive asset-based fees;
|
|
n
|
Accounts over which GSAM or its advisory
affiliates have investment discretion;
|
|
|
n
|
Shareholders receiving distributions from a
qualified Employee Benefit Plan 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 Funds if you no longer are eligible
for the exemption.
|
|
|
|
|
A 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.
|
|
56
SHAREHOLDER GUIDE
|
|
|
How Can
The Sales Charge On Class A Shares Be Reduced?
|
|
|
|
|
|
n
|
Right of Accumulation:
When buying Class A Shares in
Goldman Sachs Funds, your current aggregate investment
determines the initial sales load you pay. You may qualify for
reduced sales charges when the current market value of holdings
across Class A, Class B and/or Class C Shares,
plus new purchases, reaches $50,000 or more. Class A,
Class B and/or Class C Shares of any of the Goldman
Sachs Funds may be combined under the Right of Accumulation. For
purposes of applying the Right of Accumulation, shares of the
Funds and any other Goldman Sachs Funds purchased by an existing
client of Goldman Sachs 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, Class B and/or Class C
Shares of the Funds and Class A, Class B and/or
Class C Shares of any other Goldman Sachs Fund purchased by
partners, directors, officers or employees of 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
$50,000 or more within a period of 13 months in
Class A Shares of one or more of the Goldman Sachs Funds.
Any investments you make during the period will receive the
discounted sales load based on the full amount of your
investment commitment. At your request, purchases made during
the previous 90 days may be included; however, capital
appreciation does not apply toward these combined purchases. If
the investment commitment of the Statement of Intention is not
met prior to the expiration of the 13-month period, the entire
amount will be subject to the higher applicable sales charge
unless the failure to meet the investment commitment is due to
the death of the investor. By 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.
|
|
57
COMMON
QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS B
SHARES*
|
|
|
|
What Is
The Offering Price Of Class B Shares?
|
|
|
You may purchase Class B Shares of the
Funds (other than the Commodity Strategy Fund and International
Real Estate Securities Fund) at the next determined NAV without
an initial sales charge. However, Class B Shares redeemed
within six years of purchase will be subject to a CDSC at the
rates shown in the table below based on how long you held your
shares.
|
|
|
|
The CDSC schedule is as follows:
|
|
|
|
|
|
|
|
|
|
|
CDSC as a
|
|
|
Percentage of
|
|
|
Dollar Amount
|
Year Since Purchase
|
|
Subject to CDSC
|
|
|
First
|
|
|
5%
|
|
Second
|
|
|
4%
|
|
Third
|
|
|
3%
|
|
Fourth
|
|
|
3%
|
|
Fifth
|
|
|
2%
|
|
Sixth
|
|
|
1%
|
|
Seventh and thereafter
|
|
|
None
|
|
|
|
|
|
Proceeds from the CDSC are payable to the
Distributor and may be used in whole or in part to defray the
Distributors expenses related to providing
distribution-related services to the Funds in connection with
the sale of Class B Shares, including the payment of
compensation to Authorized Dealers. A commission equal to 4% of
the amount invested is paid to Authorized Dealers.
|
|
|
What Should I Know About The Automatic Conversion Of Class B Shares?
|
|
|
Class B Shares of a Fund will automatically
convert into Class A Shares of the same Fund on or about
the fifteenth day of the last month of the quarter that is eight
years after the purchase date.
|
|
|
|
If you acquire Class B Shares of a Fund by
exchange from Class B Shares of another Goldman Sachs Fund,
your Class B Shares will convert into Class A Shares
of such Fund based on the date of the initial purchase and the
CDSC schedule of that purchase.
|
|
|
*
|
The Commodity Strategy Fund and International
Real Estate Securities Fund do not currently, but may in the
future, offer Class B Shares.
|
58
SHAREHOLDER GUIDE
|
|
|
If you acquire Class B Shares through
reinvestment of distributions, your Class B Shares will convert
into Class A Shares based on the date of the initial
purchase of the shares on which the distribution was paid.
|
|
|
The conversion of Class B Shares to
Class A Shares will not occur at any time the Funds are
advised that such conversions may constitute taxable events for
federal tax purposes, which the Funds believe is unlikely. If
conversions do not occur as a result of possible taxability,
Class B Shares would continue to be subject to higher
expenses than Class A Shares for an indeterminate period.
|
A
COMMON QUESTION APPLICABLE TO THE PURCHASE OF CLASS C
SHARES
|
|
|
|
What Is
The Offering Price Of Class C Shares?
|
|
|
You may purchase Class C Shares of the
Funds at the next determined NAV without paying an initial sales
charge. However, if you redeem Class C Shares within
12 months of purchase, a CDSC of 1% will normally be
deducted from the redemption proceeds. In connection with
purchases by Employee Benefit Plans, where Class C Shares
are redeemed within 12 months of purchase, a CDSC of 1% may
be imposed upon the plan sponsor or third party
administrator.
|
|
|
|
Proceeds from the CDSC are payable to the
Distributor and may be used in whole or in part to defray the
Distributors expenses related to providing
distribution-related services to the Funds in connection with
the sale of Class C Shares, including the payment of
compensation to Authorized Dealers. An amount equal to 1% of the
amount invested is normally paid by the Distributor to
Authorized Dealers.
|
COMMON
QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A,
B AND C SHARES
|
|
|
|
What
Else Do I Need To Know About The CDSC On Class A, B Or C
Shares?
|
|
|
|
|
n
|
The CDSC is based on the lesser of the NAV of the
shares at the time of redemption or the original offering price
(which is the original NAV).
|
|
|
|
|
n
|
No CDSC is charged on shares acquired from
reinvested dividends or capital gains distributions.
|
|
n
|
No CDSC is charged on the per share appreciation
of your account over the initial purchase price.
|
59
|
|
|
|
n
|
When counting the number of months since a
purchase of Class B or Class C Shares was made, all
payments made during a month will be combined and considered to
have been made on the first day of that month.
|
|
|
|
|
n
|
To keep your CDSC as low as possible, each time
you place a request to sell shares, the Funds will first sell
any shares in your account that do not carry a CDSC and then the
shares in your account that have been held the longest.
|
|
|
|
In What
Situations May The CDSC On Class A, B Or C Shares Be Waived
Or Reduced?
|
|
The CDSC on Class A, Class B and
Class C Shares that are subject to a CDSC may be waived or
reduced if the redemption relates to:
|
|
|
|
|
|
n
|
Mandatory retirement distributions or loans to
participants or beneficiaries from Employee Benefit Plans;
|
|
|
|
n
|
Hardship withdrawals by a participant or
beneficiary in an Employee Benefit Plan;
|
|
|
|
n
|
The separation from service by a participant or
beneficiary in an Employee Benefit Plan;
|
|
|
|
n
|
Excess contributions distributed from an Employee
Benefit Plan;
|
|
|
|
n
|
Distributions from a qualified Employee Benefit
Plan invested in the Goldman Sachs Funds which are being rolled
over to an IRA in the same 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 an Employee Benefit Plan;
|
|
|
|
n
|
Satisfying the minimum distribution requirements
of the Code;
|
|
|
|
n
|
Establishing substantially equal periodic
payments as described under Section 72(t)(2) of the
Code;
|
|
|
|
n
|
Redemption proceeds which are to be reinvested in
accounts or non-registered products over which GSAM or its
advisory affiliates have investment discretion;
|
|
|
|
n
|
A systematic withdrawal plan. The Funds reserve
the right to limit such redemptions, on an annual basis, to 12%
of the value of your Class B and C Shares and 10% of the
value of your Class A Shares; or
|
|
|
|
n
|
Redemptions or exchanges of Fund shares held
through an employee benefit plan using the Fund as part of a
qualified default investment alternative or QDIA.
|
|
|
|
|
How Do
I Decide Whether To Buy Class A, B Or C Shares?
|
|
|
The decision as to which Class to purchase
depends on the amount you invest, the intended length of the
investment and your personal situation. You should contact your
Authorized Dealer to discuss which share class option is right
for you.
|
|
60
SHAREHOLDER GUIDE
|
|
|
|
n
|
Class A
Shares.
If you are making an
investment of $50,000 or more that qualifies for a reduced sales
charge, you should consider purchasing Class A Shares.
|
|
n
|
Class B
Shares.
If you plan to hold your
investment for at least six years and would prefer not to pay an
initial sales charge, you might consider purchasing Class B
Shares. By not paying a front-end sales charge, your entire
investment in Class B Shares is available to work for you
from the time you make your initial investment. However, the
distribution and service fee paid by Class B Shares will
cause your Class B Shares (until conversion to Class A
Shares) to have a higher expense ratio, and thus lower
performance and lower dividend payments (to the extent dividends
are paid) than Class A Shares. A maximum purchase
limitation of $100,000 in the aggregate normally applies to
Class B Shares across all Goldman Sachs Funds.
|
|
n
|
Class C
Shares.
If you are unsure of the
length of your investment or plan to hold your investment for
less than six years and would prefer not to pay an initial sales
charge, you may prefer Class C Shares. By not paying a
front-end sales charge, your entire investment in Class C
Shares is available to work for you from the time you make your
initial investment. However, the distribution and service fee
paid by Class C Shares will cause your Class C Shares
to have a higher expense ratio, and thus lower performance and
lower dividend payments (to the extent dividends are paid) than
Class A Shares (or Class B Shares after conversion to
Class A Shares).
|
|
|
|
Although Class C Shares are subject to a
CDSC for only 12 months, Class C Shares do not have
the automatic eight year conversion feature applicable to
Class B Shares and your investment may pay higher
distribution fees indefinitely.
|
|
|
A maximum purchase limitation of $1,000,000 in
the aggregate normally applies to purchases of Class C
Shares across all Goldman Sachs Funds.
|
Note: Authorized
Dealers may receive different compensation for selling
Class A, Class B or Class C Shares.
|
|
|
In addition to Class A, Class B and
Class C Shares, each Fund also offers other classes of
shares to investors. These other share classes are subject to
different fees and expenses (which affect performance), have
different minimum investment requirements and are entitled to
different services. Information regarding these other share
classes may be obtained from your sales representative or from
Goldman Sachs by calling the number on the back cover of this
Prospectus.
|
61
|
|
|
How Can
I Sell Class A, Class B And Class C Shares Of The
Funds?
|
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares through
your Authorized Dealer.
Generally, each Fund will redeem its
shares upon request on any business day at the NAV next
determined after receipt of such request in proper form, subject
to any applicable CDSC and/or redemption fee.
You should
contact your Authorized Dealer to discuss redemptions and
redemption proceeds. A Fund may 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 wire (if the wire instructions are designated
on the current record of the Transfer Agent). Redemptions may be
requested by your Authorized Dealer in writing, by telephone or
through an electronic trading platform.
|
|
|
|
|
Generally, 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 to verify
instructions.
|
|
|
|
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.
|
62
SHAREHOLDER GUIDE
|
|
|
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 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 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 without prior notice.
|
|
|
|
|
|
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 paid 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
under Section 22(e) of the 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;
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(ii) an emergency exists which makes the
disposal of securities owned by a Fund or the fair determination
of the value of a Funds net assets not reasonably
practicable; or (iii) the SEC, by order, permits the
suspension of the right of redemption.
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If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
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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.
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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.
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Neither the Trust nor Goldman Sachs, assumes any
responsibility for the performance of your bank or any other
financial intermediaries in the transfer process. If a problem
with such performance arises, you should deal directly with your
bank or any such financial intermediaries.
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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 request. If you are selling shares
you recently paid for by check, the Fund will pay you when your
check has cleared, which may take up to 15 days.
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What Do
I Need To Know About The Redemption Fee?
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The International Real Estate Securities Fund and
Commodity Strategy Fund will charge a 2% redemption fee on the
redemption of shares (including by exchange) held for
30 days or less. For this purpose, the Funds use a first-in
first-out (FIFO) method so that shares held longest
will be treated as being redeemed first and shares held shortest
will be treated as being redeemed last. The redemption fee will
be paid to the Fund from which the redemption is made, and is
intended to offset the trading costs, market impact and other
costs associated with short-term money movements in and out of
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.
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The redemption fee does not apply to transactions
involving the following:
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Redemptions of shares acquired by reinvestment of
dividends or capital gains distributions.
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n
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Redemptions of shares that are acquired or
redeemed in connection with participation in a systematic
withdrawal program or automatic investment plan.
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n
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Redemptions of shares by other Goldman Sachs
Funds (e.g., Goldman Sachs Asset Allocation Portfolios).
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64
SHAREHOLDER GUIDE
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n
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Redemptions of shares held through discretionary
wrap programs or models programs that utilize a regularly
scheduled automatic rebalancing of assets and have provided GSAM
with certain representations regarding operating policies and
standards.
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Redemptions of shares involving transactions
other than participant initiated exchanges from retirement plans
and accounts maintained under 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 Code, as amended.
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.
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n
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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.
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n
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Redemptions of shares where the Fund is made
available as an underlying investment in certain group annuity
contracts.
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n
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Redemptions of shares that are issued as part of
an investment company reorganization to which a Goldman Sachs
Fund is a party.
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n
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Redemptions of shares representing seed
capital investments by Goldman Sachs or its affiliates.
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Redemptions of shares held through an employee
benefit plan using the Fund as part of a qualified default
investment alternative or QDIA.
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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.
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In addition to the circumstances noted above, the
Trust reserves the right to grant additional exceptions based on
such factors as system limitations, operational limitations,
contractual limitations and further guidance from the SEC or
other regulators.
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If your shares are held through a financial
intermediary in an omnibus or other group account, the Trust
relies on the financial intermediary to assess the redemption
fee on underlying shareholder accounts. The application of
redemption fees and exemptions may vary and certain financial
intermediaries may not apply
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the exceptions listed above. If you invest
through a financial intermediary, please contact your financial
intermediary for more information regarding when redemption fees
will be applied to the redemption of your shares.
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What
Else Do I Need To Know About Redemptions?
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The following generally applies to redemption
requests:
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n
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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.
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n
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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.
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The Trust reserves the right to:
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n
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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.
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n
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Redeem your shares if your account balance is
below the required Fund minimum. The Funds will not redeem your
shares on this basis if the value of your account falls below
the minimum account balance solely as a result of market
conditions. The Funds will give you 60 days prior written
notice to allow you to purchase sufficient additional shares of
the Fund in order to avoid such redemption.
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n
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Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
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Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to a Fund as
undeliverable or remain uncashed for six months. This provision
may not apply to certain retirement or qualified accounts or to
a closed account. 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.
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n
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Charge an additional fee in the event a
redemption is made via wire transfer.
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66
SHAREHOLDER GUIDE
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Can I
Reinvest Redemption Proceeds In The Same Or Another Goldman
Sachs Fund?
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You may redeem shares of a Fund and reinvest a
portion or all of the redemption proceeds (plus any additional
amounts needed to round off purchases to the nearest full share)
at NAV. To be eligible for this privilege, you must have held
the shares you want to redeem for at least 30 days (60 days
with respect to the Goldman Sachs High Yield and High Yield
Municipal Funds) and you must reinvest the share proceeds within
90 days after you redeem. You may reinvest as follows:
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n
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Class A or B SharesClass A Shares
of the same Fund or another Goldman Sachs Fund
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Class C SharesClass C Shares of
the same Fund or another Goldman Sachs Fund
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n
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You should obtain and read the applicable
prospectuses before investing in any other Goldman Sachs Funds.
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n
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If you pay a CDSC upon redemption of Class A
or Class C Shares and then reinvest in Class A or
Class C Shares of another Goldman Sachs Fund as described
above, your account will be credited with the amount of the CDSC
you paid. The reinvested shares will, however, continue to be
subject to a CDSC. The holding period of the shares acquired
through reinvestment will include the holding period of the
redeemed shares for purposes of computing the CDSC payable upon
a subsequent redemption. For Class B Shares, you may
reinvest the redemption proceeds in Class A Shares at NAV
but the amount of the CDSC paid upon redemption of the Class B
Shares will not be credited to your account.
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n
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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.
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You may be subject to tax as a result of a
redemption. You should consult your tax adviser concerning the
tax consequences of a redemption and reinvestment.
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|
Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Fund?
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You may exchange shares of a Goldman Sachs Fund
at NAV without the imposition of an initial sales charge or CDSC
at the time of exchange for certain shares of another Goldman
Sachs Fund. Redemption of shares (including by exchange) of the
International Real Estate Securities Fund and Commodity Strategy
Fund that are held for 30 days or less (60 days or less
with respect to the Goldman Sachs High Yield and High Yield
Municipal Funds) 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
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withdrawn at any time upon 60 days written
notice to you. You should contact your Authorized Dealer to
arrange for exchanges of shares of a Fund for shares of another
Goldman Sachs Fund.
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You should keep in mind the following factors
when making or considering an exchange:
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n
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
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n
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Currently, the Funds do not impose any charge for
exchanges, although the Funds may impose a charge in the future.
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n
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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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n
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All exchanges which represent an initial
investment in a Goldman Sachs Fund must satisfy the minimum
initial investment requirements 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 requirement for that fund if the entire balance of
the original Fund account is exchanged.
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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 unusual economic or market conditions.
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n
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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
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Normally, a telephone exchange will be made only
to an identically registered account.
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A signature guarantee may be required.
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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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68
SHAREHOLDER GUIDE
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n
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
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 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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Can My
Dividends And Distributions From A Fund Be Invested In Other
Goldman Sachs Funds?
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You may elect to cross-reinvest dividends and
capital gains distributions paid by a 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
Goldman Sachs 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
Goldman Sachs 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 a 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 Goldman Sachs 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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Minimum dollar amount: $50 per month.
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69
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n
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You cannot make automatic exchanges into a
Goldman Sachs 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
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It is normally undesirable to maintain a
systematic withdrawal plan at the same time that you are
purchasing additional Class A, Class B or Class C
Shares because of the sales charges that are imposed on certain
purchases of Class A Shares and because of the CDSCs that
are imposed on certain redemptions of Class A, Class B
or Class C Shares.
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n
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Checks are normally mailed within two business
days after your selected systematic withdrawal date of either
the 15th or 25th of the month. ACH payments may take up to
three business days to post to your account after your
selected systematic withdrawal date of either the 3rd or 26th 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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n
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The CDSC applicable to Class A, Class B
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 a quarterly account
statement. A year-to-date statement for your account will be
provided upon request made to Goldman Sachs. If your account is
held in street name, (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 Funds
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 Funds do not generally provide sub-accounting
services.
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70
SHAREHOLDER GUIDE
DISTRIBUTION
SERVICES AND FEES
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What
Are The Different Distribution And Service Fees Paid By
Class A, B and C Shares?
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The Trust has adopted distribution and service
plans (each a Plan) under which Class A,
Class B and Class C Shares bear distribution and
service fees paid to 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%, 0.75% and 0.75%, respectively, of a
Funds average daily net assets attributed to Class A,
Class B and Class C Shares. Because these fees are
paid out of a Funds assets on an ongoing basis, over time,
these fees will increase the cost of your investment and may
cost you more than paying other types of such charges.
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The distribution fees are subject to the
requirements of Rule 12b-1 under the Investment Company
Act, and may be used (among other things) for:
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Compensation paid to and expenses incurred by
Authorized Dealers, Goldman Sachs and their respective officers,
employees and sales representatives;
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Commissions paid to Authorized Dealers;
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Allocable overhead;
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Telephone and travel expenses;
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Interest and other costs associated with the
financing of such compensation and expenses;
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Printing of prospectuses for prospective
shareholders;
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Preparation and distribution of sales literature
or advertising of any type; and
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All other expenses incurred in connection with
activities primarily intended to result in the sale of
Class A, Class B 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 B or Class C Shares. This fee is for personal
and account maintenance services, and may be used to make
payments to Goldman Sachs, Authorized
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71
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Dealers and their officers, sales representatives
and employees for responding to inquiries of, and furnishing
assistance to, shareholders regarding ownership of their shares
or their accounts or similar services not otherwise provided on
behalf of the Funds. If the fees received by Goldman Sachs
pursuant to the Plans exceed its expenses, Goldman Sachs may
realize a profit from this arrangement.
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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
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to a Fund. In
making this judgment, trades executed in multiple accounts under
common ownership or control may be considered together to the
extent they can be identified. No waivers of the provisions of
the policy established to detect and deter market-timing and
other excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interests
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
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To deter excessive shareholder trading, the
International Real Estate Securities Fund, Commodity Strategy
Fund and certain other Goldman Sachs Funds (which are offered in
separate prospectuses) impose a redemption fee on redemptions
made within 30 days of purchase (60 days of purchase
with respect to the Goldman Sachs High Yield and High Yield
Municipal Funds) subject to certain exceptions.
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72
SHAREHOLDER GUIDE
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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
Funds are priced by an independent pricing service using fair
valuation. For more information on fair valuation, please see
Shareholder GuideHow To Buy SharesHow 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 Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by financial intermediaries such as
broker-dealers, investment advisers and insurance companies. In
addition, Fund shares may be held in omnibus 401(k) plans,
employee benefit plans and other group accounts. Omnibus
accounts include multiple investors and such accounts typically
provide the Funds with a net purchase or redemption request on
any given day where the purchases and redemptions of Fund shares
by the investors are netted against one another. The identity of
individual investors whose purchase and redemption orders are
aggregated are ordinarily not tracked by the Funds on a regular
basis. A number of these financial intermediaries may not have
the capability or may not be willing to apply the Funds
market-timing policies or any applicable redemption fee. While
Goldman Sachs may monitor share turnover at the omnibus account
level, a Funds ability to monitor and detect market-timing
by shareholders or apply any applicable redemption fee in these
omnibus accounts may be limited in certain circumstances, and
certain of these financial 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.
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73
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There can be no assurance that the Funds and
Goldman Sachs will be able to identify all those who trade
excessively or employ a market-timing strategy, and curtail
their trading in every instance. If necessary, the Trust may
prohibit additional purchases of Fund shares by a financial
intermediary or by certain of the financial intermediarys
customers. Financial intermediaries may also monitor their
customers trading activities in the Funds. The criteria
used by financial intermediaries to monitor for excessive
trading may differ from the criteria used by the Funds. If a
financial intermediary fails to 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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74
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Taxation
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As with any investment, you should consider how
your investment in the Funds will be taxed. The tax information
below is provided as general information. More tax information
is available in the SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Funds. Except as otherwise noted, the tax
information provided assumes that you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Fund distributions and the sale of your Fund
shares.
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Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Funds are generally subject
to federal income tax, and may also be subject to state or local
taxes. This is true whether you reinvest your distributions in
additional Fund shares or receive them in cash. For federal tax
purposes, the Funds distributions attributable to net
investment income and short-term capital gains are taxable to
you as ordinary income. Any long-term capital gain distributions
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%. Fund distributions to noncorporate
shareholders attributable to dividends received by the Funds
from U.S. and certain qualified foreign corporations will
generally be taxed at the long-term capital gain rate, as long
as certain other requirements are met. For these lower rates to
apply, the non-corporate shareholder must own the relevant Fund
shares for at least 61 days during the 121-day period
beginning 60 days before the Funds ex-dividend date.
The amount of a Funds distributions that would otherwise
qualify for this favorable tax treatment will be reduced as a
result of a Funds securities lending activities or by a
high portfolio turnover rate.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December. A percentage of the
Funds (other than the Real Estate Securities and
International Real Estate Securities Funds)
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dividends paid to corporate shareholders may be
eligible for the corporate dividends-received deduction. This
percentage may, however, be reduced as a result of a Funds
securities lending activities or by a high portfolio turnover
rate. Character and tax status of all distributions will be
available to shareholders after the close of each calendar year.
The REIT investments of the Real Estate Securities Fund and the
International Real Estate Securities Fund often do not provide
complete tax information to the Fund until after the calendar
year. Consequently, because of the delay, it may be necessary
for the Fund to request permission to extend the deadline for
issuance of Forms 1099-DIV beyond January 31.
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Each Fund may be subject to foreign withholding
or other foreign taxes on income or gain from certain foreign
securities. In general, the Funds may deduct these taxes in
computing their taxable income. Rather than deducting these
foreign taxes, the International Real Estate Securities Fund may
make an election to treat a proportionate amount of those taxes
as constituting a distribution to each shareholder, which would
allow you either (i) to credit that proportionate amount of
taxes against U.S. Federal income tax liability as a
foreign tax credit or (ii) to take that amount as an
itemized deduction.
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If you buy shares of a Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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Your sale of Fund shares is a taxable transaction
for federal income tax purposes, and may also be subject to
state and local taxes. For tax purposes, the exchange of your
Fund shares for shares of a different Goldman Sachs Fund is the
same as a sale. When you sell your shares, you will generally
recognize a capital gain or loss in an amount equal to the
difference between your adjusted tax basis in the shares and the
amount received. Generally, this capital gain or loss is
long-term or short-term depending on whether your holding period
exceeds twelve months, except that any loss realized on shares
held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that
were received on the shares. Additionally, any loss realized on
a sale, exchange or redemption of shares of a Fund may be
disallowed under wash sale rules to the extent the
shares disposed of are replaced with other shares of that Fund
within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of, such
as pursuant to a dividend reinvestment in shares of that Fund.
If disallowed, the loss will be reflected in an adjustment to
the basis of the shares acquired.
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TAXATION
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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, each Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
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Non-U.S. investors are generally subject to U.S.
withholding tax and may be subject to U.S. estate tax. However,
withholding is generally not required on properly designated
distributions to non U.S. investors of long-term capital
gains.
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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 Funds will be subject to the risks associated
with equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that a Fund holds
may decline over short or extended periods. The stock markets
tend to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline. This volatility
means that the value of your investment in the Funds may
increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that a Fund invests in fixed income
securities, that Fund will also be subject to the risks
associated with its fixed income securities. These risks include
interest rate risk, credit/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 an issuer or guarantor could default on
its obligations, and a Fund will not recover its investment.
Call risk and extension risk are normally present in
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result in losses to
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APPENDIX A
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investors. The same would be true of asset-backed
securities such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for a Fund. A high rate of portfolio turnover (100% or
more) involves correspondingly greater expenses which must be
borne by a Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of a
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Funds, including their
associated risks. Additional information is provided in the 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 a Funds investment
objective, you should consider whether that Fund remains an
appropriate investment in light of your then current financial
position and needs.
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Risks of Investing in Internet and
Internet-Related Companies.
The
Tollkeeper Fund may invest in Internet and Internet-related
companies. Internet and Internet-related companies are generally
subject to a rate of change in technology which is higher than
other industries and often requires extensive and sustained
investment in research and development. As a result, Internet
and Internet-related companies are exposed to the risk of rapid
product obsolescence. Changes in governmental policies, such as
telephone and cable regulations and anti-trust enforcement, and
the need for regulatory approvals may have an adverse effect on
the products, services and securities of Internet and
Internet-related companies. Internet and Internet-related
companies may also produce or use products or services that
prove commercially unsuccessful. In addition, intense worldwide
competitive pressures and changing demand, evolving industry
standards, challenges in achieving product capability, loss of
patent protection or proprietary rights, reduction or
interruption in the supply of key components, changes in
strategic alliances, frequent mergers or acquisitions or other
factors can have a significant effect on the financial
conditions of companies in these industries. Competitive
pressures in the Internet and Internet-related industries
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may affect negatively the financial condition of
Internet and Internet-related companies. Internet and
Internet-related companies are also subject to the risk of
service disruptions and the risk of losses arising out of
litigation related to these disruptions. In certain instances,
Internet and Internet-related securities may experience
significant price movements caused by disproportionate investor
optimism or pessimism with little or no basis in fundamental
economic conditions. As a result of these and other reasons,
investments in the Internet and Internet-related industry can
experience sudden and rapid appreciation and depreciation.
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Risks of Initial Public Offerings.
The Tollkeeper, Real Estate
Securities and International Real Estate Securities Funds may
invest in IPOs. An IPO is a companys first offering of
stock to the public. IPO risk is the risk that the market value
of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the
small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may
involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When a Funds asset base is small,
a significant portion of the Funds performance could be
attributable to investments in IPOs, because such investments
would have a magnified impact on the Fund. As the Funds
assets grow, the effect of the Funds investments in IPOs
on the Funds performance probably will decline, which
could reduce the Funds performance. Because of the price
volatility of IPO shares, a Fund may choose to hold IPO shares
for a very short period of time. This may increase the turnover
of the Funds portfolio and may lead to increased expenses
to the Fund, such as commissions and transaction costs. By
selling IPO shares, the Fund may realize taxable gains it will
subsequently distribute to shareholders. In addition, the market
for IPO shares can be speculative and/or inactive for extended
periods of time. There is no assurance that a Fund will be able
to obtain allocable portions of IPO shares. The limited number
of shares available for trading in some IPOs may make it more
difficult for a Fund to buy or sell significant amounts of
shares without an unfavorable impact on prevailing prices.
Investors in IPO shares can be affected by substantial dilution
in the value of their shares, by sales of additional shares and
by concentration of control in existing management and principal
shareholders.
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Funds may, to the extent
consistent with their respective investment policies, invest in
small and mid-capitalization companies and REITs. Investments in
small and mid-capitalization companies and REITs involve greater
risk and portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be
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80
APPENDIX A
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thinly traded and may have to be sold at a
discount from current market prices or in small lots over an
extended period of time. In addition, these securities are
subject to the risk that during certain periods the liquidity of
particular issuers or industries, or all securities in
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic or
market conditions, or adverse investor perceptions whether or
not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a
substantial drop in price. Small and mid-capitalization
companies and REITs include unseasoned issuers that
do not have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may require substantial additional capital to
support their operations, to finance expansion or to maintain
their competitive position; and may have substantial borrowings
or may otherwise have a weak financial condition. In addition,
these companies may face intense competition, including
competition from companies with greater financial resources,
more extensive development, manufacturing, marketing, and other
capabilities, and a larger number of qualified managerial and
technical personnel. Transaction costs for these investments are
often higher than those of larger capitalization companies.
Investments in small and mid-capitalization companies and REITs
may be more difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Foreign Investments.
The Funds may make foreign
investments. Foreign investments involve special risks that are
not typically associated with U.S. dollar denominated or quoted
securities of U.S. issuers. Foreign investments may be affected
by changes in currency rates, changes in foreign or U.S. laws or
restrictions applicable to such investments and changes in
exchange control regulations (
e.g.
, currency blockage). A
decline in the exchange rate of the currency (
i.e.
,
weakening of the currency against the U.S. dollar) in which a
portfolio security is quoted or denominated relative to the U.S.
dollar would reduce the value of the portfolio security. In
addition, if the currency in which a Fund receives dividends,
interest or other payments declines in value against the U.S.
dollar before such income is distributed as dividends to
shareholders or converted to U.S. dollars, the Fund may have to
sell portfolio securities to obtain sufficient cash to pay such
dividends.
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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.
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81
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In addition, clearance and settlement procedures
may be different in foreign countries and, in certain markets,
such procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of a Funds assets in one or a
few countries and currencies will subject a Fund to greater
risks than if a Funds assets were not geographically
concentrated.
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Investment in sovereign debt obligations by a
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn a 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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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts
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82
APPENDIX A
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(EDRs) or other similar instruments
representing securities of foreign issuers. ADRs, GDRs and EDRs
represent the right to receive securities of foreign issuers
deposited in a bank or other depository. ADRs and certain GDRs
are traded in the United States. GDRs may be traded in either
the United States or in foreign markets. EDRs are traded
primarily outside the United States. Prices of ADRs are quoted
in U.S. dollars. EDRs and GDRs are not necessarily quoted
in the same currency as the underlying security.
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Risks of Emerging Countries.
Certain Funds may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in the Asia, Africa, Eastern Europe and Central and South
America. A 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
a Fund, the Investment Adviser, its affiliates and their
respective clients and other service providers. A Fund may not
be able to sell securities in circumstances where price, trading
or settlement volume limitations have been reached.
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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 a Fund. The repatriation of both investment
income and capital from certain emerging countries is subject to
restrictions such as the need for governmental consents. In
situations where a country restricts direct investment in
securities (which may occur in certain Asian and other
countries), a Fund may invest in such countries through other
investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and
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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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A Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return to a 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 a 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 a Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
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 a Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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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 a Funds
investments in such countries less liquid and more volatile than
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84
APPENDIX A
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investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). A 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, a Fund may
incur losses because it will be required to effect sales at a
disadvantageous time and only then at a substantial drop in
price. Investments in emerging countries may be more difficult
to value precisely because of the characteristics discussed
above and lower trading volumes.
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A Funds use of foreign currency management
techniques in emerging countries may be limited. The Investment
Adviser anticipates that a significant portion of the
Funds currency exposure in emerging countries may not be
covered by these techniques.
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Risks of Derivative Investments.
The Funds may invest in derivative
instruments including without limitation, options, futures,
swaps, interest rate caps, floors, collars and swaps, structured
securities and forward contracts and other derivatives relating
to foreign currency transactions. Investments in derivative
instruments may be both for hedging and nonhedging 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 nonhedging purposes is considered a
speculative practice and presents even greater risk of loss.
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Risk of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the
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85
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reference asset or other factors. The gross
returns to be paid or swapped between the parties
are generally calculated with respect to a notional
amount, for example, the increase or decrease in value of
a particular dollar amount invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
amount, if any, by which that notional amount would have
decreased in value had it been invested in such stock.
Therefore, in this case the return to the Fund on the equity
swap should be the gain or loss on the notional amount plus
dividends on the stock less the interest paid by the Fund on the
notional amount. In other cases, when the Fund takes a short
position, a counterparty may agree to pay the Fund the amount,
if any, by which the notional amount of the equity swap would
have decreased in value had the Fund sold a particular stock (or
group of stocks) short, less the dividend expense that the Fund
would have paid on the stock, as adjusted for interest payments
or other economic factors.
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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Risks of Illiquid Securities.
Each Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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Both domestic and foreign securities that are not
readily marketable
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Certain stripped mortgage-backed securities
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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Certain over-the-counter options
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Certain structured securities and swap
transactions
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86
APPENDIX A
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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 a Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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Securities purchased by the Funds, 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 a 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
a 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 a 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
Guide How to Buy Shares How Are Shares Priced?.
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Credit/Default Risks.
Debt securities purchased by the
Funds may include securities (including zero coupon bonds)
issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign government,
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87
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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 Baa or higher by Moodys
Investors Service, Inc. (Moodys) or having a
comparable rating by another NRSRO are considered
investment grade. Securities rated BBB or Baa
are considered medium-grade obligations with speculative
characteristics, and adverse economic conditions or changing
circumstances may weaken their issuers capacity to pay
interest and repay principal. A security will be deemed to have
met a rating requirement if it receives the minimum required
rating from at least one such rating organization even though it
has been rated below the minimum rating by one or more other
rating organizations, or if unrated by such rating
organizations, the security is determined by the Investment
Adviser to be of comparable credit quality. A security satisfies
a 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 a 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 a Fund and its shareholders.
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Certain Funds may invest in fixed income
securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered predominantly speculative
and may be questionable as to principal and interest payments.
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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 a
Funds portfolio is downgraded by a rating organization,
the market price and liquidity of such security may be adversely
affected.
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Temporary Investment Risks.
Each 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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Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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n
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Certificates of deposit
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n
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Bankers acceptances
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88
APPENDIX A
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n
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Repurchase agreements
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n
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Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
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n
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Cash items
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When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of a Funds shares. Redemptions by these funds,
accounts or individuals of their holdings in a Fund may impact
the Funds liquidity and NAV. These redemptions may also
force a Fund to sell securities, which may negatively impact the
Funds brokerage and tax costs.
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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 Funds, including their associated risks.
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The Funds 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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Convertible Securities.
Each Fund may invest in
convertible securities. Convertible securities are preferred
stock or debt obligations that are convertible into common
stock. Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. Convertible securities in which a Fund invests are
subject to the same rating criteria as its other investments in
fixed income securities. Convertible securities have both equity
and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security
exceeds the conversion price of the convertible security, the
convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed
income security, tends to trade increasingly on a yield basis,
and thus may not decline in price to the same extent as the
underlying common stock.
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Foreign Currency Transactions.
Certain Funds may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract. A Fund may engage in foreign currency transactions
for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. In addition,
certain Funds may enter into foreign currency transactions to
seek a closer correlation between the Funds overall
currency exposures and the currency exposures of the Funds
performance benchmark. Certain Funds may also enter into such
transactions to seek to increase total return, which is
considered a speculative practice.
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Some Funds may also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. A Fund may
hold foreign currency received in connection with investments in
foreign securities when, in the judgment of the Investment
Adviser, it would be beneficial to convert such currency into
U.S. dollars at a later date (
e.g.
the Investment Adviser
may anticipate the foreign currency to appreciate against the
U.S. dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, a Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive a Fund of unrealized profits, transaction
costs or the benefits of a currency hedge or could force the
Fund to cover its purchase or sale commitments, if any, at the
current market price.
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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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Duration.
The
Commodity Strategy Funds duration approximates its price
sensitivity to changes in interest rates. For example, suppose
that interest rates in
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90
APPENDIX A
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one day fall by one percent which, in turn,
causes yields on every bond in the market to fall by the same
amount. In this example, the price of a bond with a duration of
three years may be expected to rise approximately three percent
and the price of a bond with a five year duration may be
expected to rise approximately five percent. The converse is
also true. Suppose interest rates in one day rise by one percent
which, in turn, causes yields on every bond in the market to
rise by the same amount. In this second example, the price of a
bond with a duration of three years may be expected to fall
approximately three percent and the price of a bond with a five
year duration may be expected to fall approximately five
percent. The longer the duration of a bond, the more sensitive
the bonds price is to changes in interest rates. Maturity
measures the time until final payment is due; it takes no
account of the pattern of a securitys cash flows over
time. In calculating maturity, a 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 Investment Adviser may
use futures contracts, options on futures contracts and swaps to
manage the Funds target duration in accordance with its
benchmark. 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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The Investment Adviser uses derivative
instruments, among other things, to manage the durations of the
Commodity Strategy Funds investment portfolio. These
derivative instruments include financial futures contracts and
swap transactions, as well as other types of derivatives, and
can be used to shorten and lengthen the duration of the Fund.
The Funds investments in derivative instruments, including
financial futures contracts and swaps, can be significant. These
transactions can result in sizeable realized and unrealized
capital gains and losses relative to the gains and losses from
the Funds investments in bonds and other securities.
Short-term and long-term realized capital gains distributions
paid by the Fund are taxable to its shareholders.
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91
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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 Commodity Strategy 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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Financial futures contracts used by the Commodity
Strategy Fund include interest rate futures contracts including,
among others, Eurodollar futures contracts. Eurodollar futures
contracts are U.S. dollar-denominated futures contracts that are
based on the implied forward London Interbank Offered Rate
(LIBOR) of a three-month deposit. Further information is
included in this Prospectus regarding futures contracts, swaps
and other derivative instruments used by the Fund, including
information on the risks presented by these instruments and
other purposes for which they may be used by the Fund.
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Credit
Ratings.
The Commodity Strategy
Fund also has credit rating requirements for the securities it
buys. 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
action, including the sale of such security, is in the best
interests of the Fund and its shareholders.
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The Commodity Strategy Fund may invest in credit
default swaps, which are derivative investments. When the Fund
sells a credit default swap (commonly known as selling
protection), the Fund may be required to pay the notional
value of the credit default swap on a specified security
(or group of securities) if the security defaults. The Fund will
be the seller of a credit default swap only
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92
APPENDIX A
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when the credit of the security 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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Commodity-Linked Securities.
The Commodity Strategy Fund may
seek to provide exposure to the investment returns of real
assets that trade in the commodity markets through investments
in commodity-linked derivative securities, which are designed to
provide this exposure without direct investment in physical
commodities or commodities futures contracts. Real assets are
assets such as oil, gas, industrial and precious metals,
livestock, and agricultural or meat products, or other items
that have tangible properties, as compared to stocks or bonds,
which are financial instruments. In choosing investments, the
Investment Adviser seeks to provide exposure to various
commodities and commodity sectors. The value of commodity-linked
derivative securities may be affected by a variety of factors,
including, but not limited to, overall market movements and
other factors affecting the value of particular industries or
commodities, such as weather, disease, embargoes, acts of war or
terrorism, or political and regulatory developments.
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The prices of commodity-linked derivative
securities may move in different directions than investments in
traditional equity and debt securities when the value of those
traditional securities is declining due to adverse economic
conditions. As an example, during periods of rising inflation,
debt securities have historically tended to decline in value due
to the general increase in prevailing interest rates.
Conversely, during those same periods of rising inflation, the
prices of certain commodities, such as oil and metals, have
historically tended to increase. Of course, there cannot be any
guarantee that these investments will perform in that manner in
the future, and at certain times the price movements of
commodity-linked instruments have been parallel to those of debt
and equity securities. Commodities have historically tended to
increase and decrease in value during different parts of the
business cycle than financial assets. Nevertheless, at various
times, commodities prices may move in tandem with the prices of
financial assets and thus may not provide overall portfolio
diversification benefits. Under favorable economic conditions,
the Commodity Strategy Funds investments may be expected
to underperform an investment in traditional securities. Over
the long term, the returns on the Funds investments are
expected to exhibit low or negative correlation with stocks and
bonds.
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The Investment Advisor generally intends to
invest in commodity-linked investments whose returns are linked
to the GSCI. However, the Commodity Strategy Fund is not an
index fund and the Investment Adviser may make allocations that
differ from the weightings in the GSCI.
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Structured Securities.
Each Fund may invest in structured
securities. Structured securities are securities whose value is
determined by reference to changes in the value of specific
currencies, securities, interest rates, commodities, indices or
other
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93
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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, a 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, equity linked notes. Any equity linked note is a
note whose performance is tied to a single stock, a stock index
or a basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked notes will be considered equity securities
for purposes of the Funds investment objective and
policies.
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94
APPENDIX A
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Structured securities also 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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Structured securities also include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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REITs.
Each
Fund may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable
income tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these risks may be heightened. A Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period.
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A call option gives the purchaser of the option
the right to buy, and the writer (seller) of the option the
obligation to sell, the underlying instrument during the option
period. Each Fund may write (sell) covered call and put options
and purchase put and call options on any securities in which the
Fund may invest or on any securities index consisting of
securities in which it may invest. A Fund may also, to the
extent consistent with its investment policies, purchase and
sell (write) put and call options on foreign currencies.
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95
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase a
Funds transaction costs. Options written or purchased by
the Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing an option, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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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 Funds may engage in
futures transactions on both U.S. and foreign exchanges.
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Each Fund may purchase and sell futures
contracts, and purchase and write call and put options on
futures contracts, in order to seek to increase total return or
to hedge against changes in interest rates, securities prices
or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage its term structure,
sector selections and duration in accordance with its investment
objective and policies. Each Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of each Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act, and therefore
is not subject to registration or regulation as a pool operator
under that Act with respect to the Funds.
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Futures contracts and related options present the
following risks:
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While a Fund may benefit from the use of futures
and options on futures, unanticipated changes in interest rates,
securities prices or currency exchange
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96
APPENDIX A
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rates may result in poorer overall performance
than if the Fund had not entered into any futures contracts or
options transactions.
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and a Fund may be exposed to additional risk of
loss.
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The loss incurred by a Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of a 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 a 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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A Fund must set aside liquid assets,
or engage in other appropriate measures to cover
open positions with respect to its transactions in futures
contracts and options on futures contracts. In the case of
futures contracts that do not cash settle, for example, a 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, a 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. Each
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, a 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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Equity Swaps.
Each Fund may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by a Fund to invest in
a market without owning or taking physical custody of securities
in circumstances in which direct investment may be restricted
for legal reasons or is otherwise deemed impractical or
disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that the Investment Adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, a
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97
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Fund may suffer a loss, which may be substantial.
The value of some components of an equity swap (such as the
dividends on a common stock) may also be sensitive to changes in
interest rates. Furthermore, a Fund may suffer a loss if the
counterparty defaults. Because equity swaps are normally
illiquid, a Fund may be unable to terminate its obligations when
desired. When entering into swap contracts, a Fund must
set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the swap contract.
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When-Issued Securities and Forward
Commitments.
Each Fund may
purchase when-issued securities and make contracts to purchase
or sell securities for a fixed price at a future date beyond
customary settlement time. When-issued securities are securities
that have been authorized, but not yet issued. When-issued
securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment involves the
entering into a contract to purchase or sell securities for a
fixed price at a future date beyond the customary settlement
period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although a Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, a Fund may dispose of when-issued securities
or forward commitments prior to settlement if the Investment
Adviser deems it appropriate. 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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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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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If the other party or seller
defaults, a Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with delay and enforcement
of the repurchase agreement. In addition, in the event of
bankruptcy of the seller, a Fund could suffer additional losses
if a court determines that the Funds interest in the
collateral is not enforceable.
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Certain Funds, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
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98
APPENDIX A
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uninvested cash balances into a single joint
account, the daily aggregate balance of which will be invested
in one or more repurchase agreements.
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Lending of Portfolio Securities.
Each Fund may engage in securities
lending. Securities lending involves the lending of securities
owned by a Fund to financial institutions such as certain
broker-dealers including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loan
continuously with cash, cash equivalents, U.S. government
securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by a Fund in short-term investments, including
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 a Fund will be responsible for any loss that
might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of a Fund
(including the loan collateral). Loan collateral (including any
investment of the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed income securities and cash equivalents.
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A Fund may lend its securities to increase its
income. A Fund may, however, experience delay in the recovery of
its securities or incur a loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Short Sales Against-the-Box.
Certain Funds may make short sales
against-the-box. A short sale against-the-box means that at all
times when a short position is open the Fund will own an equal
amount of securities sold short, or securities convertible into
or exchangeable for, without payment of any further
consideration, an equal amount of the securities of the same
issuer as the securities sold short.
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Preferred Stock, Warrants and Rights.
Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the 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
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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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Other Investment Companies.
Each 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
any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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. A Fund may rely on these exemptive orders to invest in
unaffiliated ETFs.
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The use of ETFs is intended to help a 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
NAV; (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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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, a 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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A Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. Although the Funds do not expect to
do so in the foreseeable future, each Fund is authorized to
invest substantially all of its assets in a single open-end
investment company or series
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100
APPENDIX A
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thereof that has substantially the same
investment objective, policies and fundamental restrictions as
the Fund.
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Unseasoned Companies.
Each Fund may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest and repay principal. Each Fund
may invest in corporate debt obligations issued by U.S. and
certain non-U.S. issuers which issue securities denominated in
the U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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Bank Obligations.
Each Fund may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
government regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important
part in the operation of this industry.
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U.S. Government Securities.
Each Fund may invest in U.S.
Government Securities. U.S. Government Securities include U.S.
Treasury obligations and obligations issued or guaranteed by
U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(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
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Securities may also include Treasury
inflation-protected securities whose principal value is
periodically adjusted according to the rate of inflation.
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Custodial Receipts and Trust Certificates.
Each Fund may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which a Fund may invest. The custodial receipts or
trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes a Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, a Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust.
Each Fund may also invest in separately issued interests in
custodial receipts and trust certificates.
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Floating and Variable Rate Obligations.
The Commodity Strategy 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 of 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 Commodity Strategy 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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Municipal Securities.
The Commodity Strategy Fund may
invest in securities and instruments issued by state and local
government issuers. Municipal securities in
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102
APPENDIX A
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which the Fund may invest consist of bonds,
notes, commercial paper and other instruments (including
participating interests in such securities) issued by or on
behalf of states, territories and possessions of the United
States (including the District of Columbia) and their political
subdivisions, agencies or instrumentalities. Such securities may
pay fixed, variable or floating rates of interest. Municipal
securities are often issued to obtain funds for various public
purposes, including the construction of a wide range of public
facilities such as bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.
Other public purposes for which municipal securities may be
issued include refunding outstanding obligations, obtaining
funds for general operating expenses, and obtaining funds to
lend to other public institutions and facilities. Municipal
securities in which the Fund may invest include private activity
bonds, municipal leases, certificates of participation,
pre-funded municipal securities and auction rate securities.
Dividends paid by the Fund based on investments in municipal
securities will be taxable.
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Mortgage-Backed Securities.
Certain Funds may invest in
mortgage-backed securities. Mortgage-backed securities represent
direct or indirect participations in, or are collateralized by
and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate
mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity.
Privately issued mortgage-backed securities are normally
structured with one or more types of credit
enhancement. However, these mortgage-backed securities
typically do not have the same credit standing as U.S.
government guaranteed mortgage-backed securities.
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Mortgage-backed securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs) and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment and
invests in certain mortgages principally secured by interests in
real property and other permitted investments. CMOs provide an
investor with a specified interest in the cash flow from a pool
of underlying mortgages or of other mortgage-backed securities.
CMOs are issued in multiple classes each with a specified fixed
or floating interest rate and a final scheduled distribution
rate. In many cases, payments of principal are applied to the
CMO classes in the order of their respective stated maturities,
so that no principal payments will be made on a CMO class until
all other classes having an earlier stated maturity date are
paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly
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volatile. CMOs may exhibit more or less price
volatility and interest rate risk than other types of
mortgage-related obligations, and under certain interest rate
and payment scenarios, a Fund may fail to recoup fully its
investment in certain of these securities regardless of their
credit quality.
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Mortgaged-backed securities also include stripped
mortgage-backed securities (SMBS), which are
derivative multiple class mortgage-backed securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
mortgage-backed securities because their cash flow patterns are
more volatile and there is a greater risk that the initial
investment will not be fully recouped.
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Asset-Backed Securities.
Certain Funds may invest in
asset-backed securities. Asset-backed securities are securities
whose principal and interest payments are collateralized by
pools of assets such as auto loans, credit card receivables,
leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be
expected to accelerate. Accordingly, a 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, a Fund will be unable to
possess and sell the underlying collateral and that a
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, a Fund may suffer a loss if it cannot sell collateral
quickly and receive the amount it is owed. 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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Non-Investment Grade Fixed-Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly
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104
APPENDIX A
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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. 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, a Funds ability to achieve its
investment objective may depend to a greater extent on the
Investment Advisers judgment concerning the
creditworthiness of issuers than funds which invest in
higher-rated securities. Issuers of non-investment grade fixed
income securities may not be able to make use of more
traditional methods of financing and their ability to service
debt obligations may be affected more adversely than issuers of
higher-rated securities by economic downturns, specific
corporate or financial developments or the issuers
inability to meet specific projected business forecasts.
Negative publicity about the junk bond market and investor
perceptions regarding lower rated securities, whether or not
based on fundamental analysis, may depress the prices for such
securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities. Investment by a
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 a 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
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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 a 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 a Funds ability to
dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for a 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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Borrowings.
Each Fund can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
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Mortgage Dollar Rolls.
The Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy
Fund may enter into mortgage dollar rolls. A mortgage dollar
roll involves the sale by a Fund of securities for delivery in
the current month. The Fund simultaneously contracts with the
same counterparty to repurchase substantially similar (same
type, coupon and maturity) but not identical securities on a
specified future date. During the roll period, the Fund loses
the right to receive principal and interest paid on the
securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the
securities sold and (b) the lower forward price for the
future purchase and/or fee income plus the interest earned on
the cash proceeds of the securities sold. Unless the benefits of
a mortgage dollar roll exceed the income, capital appreciation
and gain or loss due to mortgage prepayments that would have
been realized on the securities sold as part of the roll, the
use of this technique will diminish the Funds performance.
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106
APPENDIX A
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Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, a Fund may experience a
loss. The Funds do not currently intend to enter into mortgage
dollar rolls for financing and do not treat them as borrowings.
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Yield Curve Options.
The Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy
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 on an underlying security remains constant, or if
the spread moves in a direction or to an extent which was not
anticipated.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit 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 a Fund the
right to receive the appreciation in the value of a specified
security, index or other instrument in return for a fee paid to
the counterparty, which will typically be an agreed upon
interest rate. If the underlying asset in a total return swap
declines in value over the term of the swap, the Fund may also
be required to pay the dollar value of that decline to the
counterparty. Certain Funds may also purchase and write (sell)
options contracts on swaps, commonly referred to as swaptions. A
swaption is an option to enter into a swap agreement. Like other
types of options,
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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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Certain Funds may enter into the transactions
described above for hedging purposes or to seek to increase
total return. As an example, when a 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 a 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. A Fund will be the seller of a credit default swap only
when the credit of the underlying asset is deemed by the
Investment Adviser to meet the Funds minimum credit
criteria at the time the swap is first entered into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
|
|
|
Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An
|
108
APPENDIX A
|
|
|
inverse floater may be considered to be leveraged
to the extent that its interest rate varies by a magnitude that
exceeds the magnitude of the change in the index rate of
interest. The higher the degree of leverage of an inverse
floater, the greater the volatility of its market value.
|
109
|
|
|
Appendix B
Financial Highlights
|
|
|
|
The financial highlights tables are intended to
help you understand a Funds financial performance for the
past five years (or less if the Fund has been in operation for
less than five years). Certain information reflects financial
results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on
an investment in a Fund (assuming reinvestment of all dividends
and distributions). The information for the fiscal period ended
December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, whose report, along with the
Funds financial statements, is included in the Funds
annual report (available upon request). The information for the
International Real Estate Securities Fund for the fiscal period
ended December 31, 2006 has been audited by
PricewaterhouseCoopers LLP. The information for the Tollkeeper
and Real Estate Securities Funds for the fiscal years ended
December 31, 2006, 2005, 2004 and 2003 has been audited by
the Funds prior independent registered public accounting
firm.
|
|
REAL ESTATE SECURITIES
FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
22.40
|
|
|
$
|
18.04
|
|
|
$
|
17.29
|
|
|
$
|
13.98
|
|
|
$
|
10.53
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.16
|
|
|
|
0.22
|
|
|
|
0.25
|
|
|
|
0.29
|
|
|
|
0.41
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(3.61
|
)
|
|
|
5.94
|
|
|
|
1.93
|
|
|
|
4.39
|
|
|
|
3.63
|
|
|
|
|
|
Total from investment
operations
|
|
|
(3.45
|
)
|
|
|
6.16
|
|
|
|
2.18
|
|
|
|
4.68
|
|
|
|
4.04
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.31
|
)
|
|
|
(0.33
|
)
|
|
|
(0.34
|
)
|
|
|
(0.34
|
)
|
|
|
(0.43
|
)
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
(1.47
|
)
|
|
|
(1.09
|
)
|
|
|
(1.03
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
Total distributions
|
|
|
(3.45
|
)
|
|
|
(1.80
|
)
|
|
|
(1.43
|
)
|
|
|
(1.37
|
)
|
|
|
(0.59
|
)
|
|
|
|
Net asset value, end of
year
|
|
$
|
15.50
|
|
|
$
|
22.40
|
|
|
$
|
18.04
|
|
|
$
|
17.29
|
|
|
$
|
13.98
|
|
|
|
|
Total return
b
|
|
|
(15.97
|
)%
|
|
|
34.31
|
%
|
|
|
12.83
|
%
|
|
|
34.28
|
%
|
|
|
39.25
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
317,274
|
|
|
$
|
442,983
|
|
|
$
|
301,360
|
|
|
$
|
277,873
|
|
|
$
|
189,164
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.45
|
%
|
|
|
1.44
|
%
|
|
|
1.44
|
%
|
|
|
1.44
|
%
|
|
|
1.44
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.71
|
%
|
|
|
1.05
|
%
|
|
|
1.42
|
%
|
|
|
1.92
|
%
|
|
|
3.37
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.49
|
%
|
|
|
1.50
|
%
|
|
|
1.53
|
%
|
|
|
1.62
|
%
|
|
|
1.81
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.67
|
%
|
|
|
0.99
|
%
|
|
|
1.33
|
%
|
|
|
1.74
|
%
|
|
|
3.00
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
|
30
|
%
|
|
|
19
|
%
|
|
|
30
|
%
|
|
|
17
|
%
|
|
See page 119 for all footnotes.
110
APPENDIX B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
22.44
|
|
|
$
|
18.10
|
|
|
$
|
17.34
|
|
|
$
|
14.04
|
|
|
$
|
10.57
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
(loss)
a
|
|
|
(0.04
|
)
|
|
|
0.05
|
|
|
|
0.10
|
|
|
|
0.17
|
|
|
|
0.31
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(3.58
|
)
|
|
|
5.97
|
|
|
|
1.96
|
|
|
|
4.40
|
|
|
|
3.66
|
|
|
|
|
|
Total from investment
operations
|
|
|
(3.62
|
)
|
|
|
6.02
|
|
|
|
2.06
|
|
|
|
4.57
|
|
|
|
3.97
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.17
|
)
|
|
|
(0.21
|
)
|
|
|
(0.21
|
)
|
|
|
(0.24
|
)
|
|
|
(0.34
|
)
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
(1.47
|
)
|
|
|
(1.09
|
)
|
|
|
(1.03
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
Total distributions
|
|
|
(3.31
|
)
|
|
|
(1.68
|
)
|
|
|
(1.30
|
)
|
|
|
(1.27
|
)
|
|
|
(0.50
|
)
|
|
|
|
Net asset value, end of
year
|
|
$
|
15.51
|
|
|
$
|
22.44
|
|
|
$
|
18.10
|
|
|
$
|
17.34
|
|
|
$
|
14.04
|
|
|
|
|
Total return
b
|
|
|
(16.59
|
)%
|
|
|
33.33
|
%
|
|
|
12.03
|
%
|
|
|
33.24
|
%
|
|
|
38.27
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
12,074
|
|
|
$
|
23,799
|
|
|
$
|
21,597
|
|
|
$
|
24,452
|
|
|
$
|
19,728
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
2.20
|
%
|
|
|
2.19
|
%
|
|
|
2.19
|
%
|
|
|
2.19
|
%
|
|
|
2.19
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
(0.20
|
)%
|
|
|
0.24
|
%
|
|
|
0.58
|
%
|
|
|
1.12
|
%
|
|
|
2.58
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
2.24
|
%
|
|
|
2.25
|
%
|
|
|
2.28
|
%
|
|
|
2.28
|
%
|
|
|
2.31
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
(0.24
|
)%
|
|
|
0.18
|
%
|
|
|
0.50
|
%
|
|
|
1.03
|
%
|
|
|
2.46
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
|
30
|
%
|
|
|
19
|
%
|
|
|
30
|
%
|
|
|
17
|
%
|
|
See page 119 for all footnotes.
111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
22.24
|
|
|
$
|
17.96
|
|
|
$
|
17.22
|
|
|
$
|
13.95
|
|
|
$
|
10.51
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
(loss)
a
|
|
|
(0.02
|
)
|
|
|
0.06
|
|
|
|
0.12
|
|
|
|
0.17
|
|
|
|
0.31
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(3.56
|
)
|
|
|
5.90
|
|
|
|
1.93
|
|
|
|
4.38
|
|
|
|
3.63
|
|
|
|
|
|
Total from investment
operations
|
|
|
(3.58
|
)
|
|
|
5.96
|
|
|
|
2.05
|
|
|
|
4.55
|
|
|
|
3.94
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.18
|
)
|
|
|
(0.21
|
)
|
|
|
(0.22
|
)
|
|
|
(0.25
|
)
|
|
|
(0.34
|
)
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
(1.47
|
)
|
|
|
(1.09
|
)
|
|
|
(1.03
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
Total distributions
|
|
|
(3.32
|
)
|
|
|
(1.68
|
)
|
|
|
(1.31
|
)
|
|
|
(1.28
|
)
|
|
|
(0.50
|
)
|
|
|
|
Net asset value, end of
year
|
|
$
|
15.34
|
|
|
$
|
22.24
|
|
|
$
|
17.96
|
|
|
$
|
17.22
|
|
|
$
|
13.95
|
|
|
|
|
Total return
b
|
|
|
(16.58
|
)%
|
|
|
33.29
|
%
|
|
|
12.03
|
%
|
|
|
33.26
|
|
|
|
38.24
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
16,065
|
|
|
$
|
25,948
|
|
|
$
|
20,020
|
|
|
$
|
18,410
|
|
|
$
|
13,732
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
2.20
|
%
|
|
|
2.19
|
%
|
|
|
2.19
|
%
|
|
|
2.19
|
%
|
|
|
2.19
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
(0.12
|
)%
|
|
|
0.27
|
%
|
|
|
0.65
|
%
|
|
|
1.13
|
%
|
|
|
2.62
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
2.24
|
%
|
|
|
2.25
|
%
|
|
|
2.28
|
%
|
|
|
2.28
|
%
|
|
|
2.31
|
%
|
|
|
|
|
Ratio of net investment
income (loss) to average net assets
|
|
|
(0.16
|
)%
|
|
|
0.21
|
%
|
|
|
0.56
|
%
|
|
|
1.04
|
%
|
|
|
2.50
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
|
30
|
%
|
|
|
19
|
%
|
|
|
30
|
%
|
|
|
17
|
%
|
|
See page 119 for all footnotes.
112
APPENDIX B
INTERNATIONAL REAL
ESTATE SECURITIES FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Shares
|
|
C Shares
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
|
For the
|
|
|
|
|
Period Ended
|
|
|
|
Period Ended
|
|
|
For the
|
|
December 31,
|
|
For the
|
|
December 31,
|
|
|
Year Ended
|
|
2006
|
|
Year Ended
|
|
2006
|
|
|
December 31,
|
|
(commenced
|
|
December 31,
|
|
(commenced
|
|
|
2007
|
|
July 31, 2006)
|
|
2007
|
|
July 31, 2006)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
12.01
|
|
|
$
|
10.00
|
|
|
$
|
11.98
|
|
|
$
|
10.00
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.16
|
|
|
|
0.07
|
|
|
|
0.07
|
|
|
|
0.06
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.44
|
)
|
|
|
2.04
|
|
|
|
(0.43
|
)
|
|
|
2.01
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.28
|
)
|
|
|
2.11
|
|
|
|
(0.36
|
)
|
|
|
2.07
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.84
|
)
|
|
|
(0.10
|
)
|
|
|
(0.78
|
)
|
|
|
(0.09
|
)
|
|
|
|
|
From net realized gains
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.88
|
)
|
|
|
(0.10
|
)
|
|
|
(0.83
|
)
|
|
|
(0.09
|
)
|
|
|
|
Net asset value, end of
period
|
|
$
|
10.85
|
|
|
$
|
12.01
|
|
|
$
|
10.80
|
|
|
$
|
11.98
|
|
|
|
|
Total return
b
|
|
|
(2.56
|
)%
|
|
|
21.14
|
%
|
|
|
(3.22
|
)%
|
|
|
20.73
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
599,660
|
|
|
$
|
283,571
|
|
|
$
|
16,999
|
|
|
$
|
833
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.54
|
%
|
|
|
1.53
|
%
i
|
|
|
2.29
|
%
|
|
|
2.28
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.24
|
%
|
|
|
1.55
|
%
i
|
|
|
0.56
|
%
|
|
|
1.19
|
%
i
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.58
|
%
|
|
|
1.76
|
%
i
|
|
|
2.33
|
%
|
|
|
2.51
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.20
|
%
|
|
|
1.32
|
%
i
|
|
|
0.52
|
%
|
|
|
0.96
|
%
i
|
|
|
|
|
Portfolio turnover rate
|
|
|
86
|
%
|
|
|
13
|
%
|
|
|
86
|
%
|
|
|
13
|
%
|
|
See page 119 for all footnotes.
113
TOLLKEEPER
FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
9.04
|
|
|
$
|
8.02
|
|
|
$
|
7.87
|
|
|
$
|
6.99
|
|
|
$
|
4.80
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.10
|
)
c,d
|
|
|
(0.10
|
)
|
|
|
(0.08
|
)
|
|
|
(0.04
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.58
|
e
|
|
|
1.12
|
f
|
|
|
0.23
|
|
|
|
0.92
|
|
|
|
2.27
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.48
|
|
|
|
1.02
|
|
|
|
0.15
|
|
|
|
0.88
|
|
|
|
2.19
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.52
|
|
|
$
|
9.04
|
|
|
$
|
8.02
|
|
|
$
|
7.87
|
|
|
$
|
6.99
|
|
|
|
|
Total return
b
|
|
|
27.43
|
%
g
|
|
|
12.72
|
%
h
|
|
|
1.91
|
%
|
|
|
12.59
|
%
|
|
|
45.63
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
194,604
|
|
|
$
|
108,340
|
|
|
$
|
125,718
|
|
|
$
|
158,079
|
|
|
$
|
180,819
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.56
|
%
c
|
|
|
1.49
|
%
|
|
|
1.50
|
%
|
|
|
1.50
|
%
|
|
|
1.50
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.99
|
)%
c,d
|
|
|
(1.14
|
)%
|
|
|
(1.10
|
)%
|
|
|
(0.55
|
)%
|
|
|
(1.30
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.64
|
%
c
|
|
|
1.59
|
%
|
|
|
1.56
|
%
|
|
|
1.56
|
%
|
|
|
1.55
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.07
|
)%
c,d
|
|
|
(1.24
|
)%
|
|
|
(1.16
|
)%
|
|
|
(0.61
|
)%
|
|
|
(1.35
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
70
|
%
|
|
|
35
|
%
|
|
|
48
|
%
|
|
|
37
|
%
|
|
|
27
|
%
|
|
See page 119 for all footnotes.
114
APPENDIX B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
8.55
|
|
|
$
|
7.65
|
|
|
$
|
7.56
|
|
|
$
|
6.77
|
|
|
$
|
4.68
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.16
|
)
c,d
|
|
|
(0.15
|
)
|
|
|
(0.13
|
)
|
|
|
(0.09
|
)
|
|
|
(0.12
|
)
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.43
|
e
|
|
|
1.05
|
f
|
|
|
0.22
|
|
|
|
0.88
|
|
|
|
2.21
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.27
|
|
|
|
0.90
|
|
|
|
0.09
|
|
|
|
0.79
|
|
|
|
2.09
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
10.82
|
|
|
$
|
8.55
|
|
|
$
|
7.65
|
|
|
$
|
7.56
|
|
|
$
|
6.77
|
|
|
|
|
Total return
b
|
|
|
26.55
|
%
g
|
|
|
11.76
|
%
h
|
|
|
1.19
|
%
|
|
|
11.67
|
%
|
|
|
44.66
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
78,493
|
|
|
$
|
93,722
|
|
|
$
|
120,415
|
|
|
$
|
163,502
|
|
|
$
|
189,420
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
2.31
|
%
c
|
|
|
2.24
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.73
|
)%
c,d
|
|
|
(1.89
|
)%
|
|
|
(1.85
|
)%
|
|
|
(1.31
|
)%
|
|
|
(2.04
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
2.39
|
%
c
|
|
|
2.34
|
%
|
|
|
2.31
|
%
|
|
|
2.31
|
%
|
|
|
2.30
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.81
|
)%
c,d
|
|
|
(1.99
|
)%
|
|
|
(1.91
|
)%
|
|
|
(1.37
|
)%
|
|
|
(2.09
|
)%
|
Portfolio turnover rate
|
|
|
70
|
%
|
|
|
35
|
%
|
|
|
48
|
%
|
|
|
37
|
%
|
|
|
27
|
%
|
|
See page 119 for all footnotes.
115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
8.55
|
|
|
$
|
7.64
|
|
|
$
|
7.55
|
|
|
$
|
6.76
|
|
|
$
|
4.67
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.17
|
)
c,d
|
|
|
(0.15
|
)
|
|
|
(0.13
|
)
|
|
|
(0.09
|
)
|
|
|
(0.12
|
)
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.43
|
e
|
|
|
1.06
|
f
|
|
|
0.22
|
|
|
|
0.88
|
|
|
|
2.21
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.26
|
|
|
|
0.91
|
|
|
|
0.09
|
|
|
|
0.79
|
|
|
|
2.09
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
10.81
|
|
|
$
|
8.55
|
|
|
$
|
7.64
|
|
|
$
|
7.55
|
|
|
$
|
6.76
|
|
|
|
|
Total return
b
|
|
|
26.43
|
%
g
|
|
|
11.91
|
%
h
|
|
|
1.19
|
%
|
|
|
11.69
|
%
|
|
|
44.75
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
61,641
|
|
|
$
|
51,346
|
|
|
$
|
60,638
|
|
|
$
|
79,210
|
|
|
$
|
92,752
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
2.31
|
%
c
|
|
|
2.24
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.74
|
)%
c,d
|
|
|
(1.89
|
)%
|
|
|
(1.85
|
)%
|
|
|
(1.31
|
)%
|
|
|
(2.04
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
2.39
|
%
c
|
|
|
2.34
|
%
|
|
|
2.31
|
%
|
|
|
2.31
|
%
|
|
|
2.30
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.82
|
)%
c,d
|
|
|
(1.99
|
)%
|
|
|
(1.91
|
)%
|
|
|
(1.37
|
)%
|
|
|
(2.09
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
70
|
%
|
|
|
35
|
%
|
|
|
48
|
%
|
|
|
37
|
%
|
|
|
27
|
%
|
|
See page 119 for all footnotes.
116
APPENDIX B
COMMODITY STRATEGY
FUND
|
|
|
|
|
|
|
|
A Shares
|
|
|
|
|
|
For the
|
|
|
Period Ended
|
|
|
December 31,
|
|
|
2007
|
|
|
(commenced
|
|
|
March 30,
|
|
|
2007)
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
10.00
|
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.19
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.22
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.41
|
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.19
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
12.22
|
|
|
|
|
|
|
Total return
b
|
|
|
24.27
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
86,648
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
0.93
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.36
|
%
i
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.09
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.20
|
%
i
|
|
|
|
|
Portfolio turnover rate
|
|
|
83
|
%
|
|
|
See page 119 for all footnotes.
117
|
|
|
|
|
|
|
|
C Shares
|
|
|
|
|
|
For the
|
|
|
Period Ended
|
|
|
December 31,
|
|
|
2007
|
|
|
(commenced
|
|
|
March 30,
|
|
|
2007)
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
10.00
|
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.13
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.22
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.35
|
|
|
|
|
|
|
Distributions to
Shareholders
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.15
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
12.20
|
|
|
|
|
|
|
Total return
b
|
|
|
23.66
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
684
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.68
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.48
|
%
i
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.84
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.32
|
%
i
|
|
|
|
|
Portfolio turnover rate
|
|
|
83
|
%
|
|
|
See page 119 for all footnotes.
118
Footnotes:
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
b
|
|
Assumes investment at the net asset value at
the beginning of the period, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Total returns for
periods less than one full year are not annualized. Returns do
not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or the redemption of Fund
shares.
|
|
c
|
|
Includes non-recurring expense for a special
shareholder proxy meeting which amounted to approximately $0.01
per share and approximately 0.05% of average net
assets.
|
|
|
d
|
|
Reflects income recognized from special
dividends which amounted to $0.01 per share and 0.12% of average
net assets.
|
|
|
e
|
|
Reflects an increase of $0.07 per share and
0.67% of average net assets due to payments received for class
action settlements received during the year.
|
|
|
f
|
|
Reflects an increase of $0.04 per share and
0.47% of average net assets due to payments received for class
action settlements received during the year.
|
|
|
g
|
|
Total return reflects the impact of payments
received for class action settlements received during the year.
Excluding such payments, the total return would have been
27.82%.
|
|
|
h
|
|
Total return reflects the impact of payments
received for class action settlements received during the year.
Excluding such payments, the total return would have been
12.64%.
|
|
|
i
|
|
Annualized.
|
|
119
This page intentionally left blank.
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
4 Fund
Investment Objectives and Strategies
|
|
|
4
|
|
Goldman Sachs Real Estate Securities Fund
|
|
|
7
|
|
Goldman Sachs International Real Estate
Securities Fund
|
|
|
10
|
|
Goldman Sachs Tollkeeper Fund
|
|
|
12
|
|
Goldman Sachs Commodity Strategy Fund
|
|
|
|
16
Other Investment Practices and Securities
|
|
|
|
18
Principal Risks of the Funds
|
|
|
|
25 Fund
Performance
|
|
|
|
30 Fund
Fees and Expenses
|
|
|
|
38
Service Providers
|
|
|
|
45
Dividends
|
|
|
|
46
Shareholder Guide
|
|
|
46
|
|
How To Buy Shares
|
|
|
62
|
|
How To Sell Shares
|
|
|
|
75
Taxation
|
|
|
|
78
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and
Techniques
|
|
|
|
110
Appendix B
Financial
Highlights
|
|
|
|
Select Satellite Funds
Prospectus
(Class A, B and C
Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
|
Additional information about the Funds and their
policies is also available in the Funds SAI. The SAI is
incorporated by reference into this Prospectus (is legally
considered part of this Prospectus).
|
|
|
|
|
The Funds annual and semi-annual reports
and 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 and the SAI at the Funds website:
http://www.goldmansachsfunds.com.
|
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-526-7384
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, Illinois 60606-6306
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
Goldman Sachs Tollkeeper Fund
SM
is a
service mark of Goldman, Sachs & Co.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
541698
SPECSELABC
Prospectus
|
|
|
Class R
and IR Shares
|
|
|
|
April 29, 2008
|
|
GOLDMAN SACHS
SELECT SATELLITE FUNDS
|
|
|
|
|
n
Goldman
Sachs Real Estate Securities Fund
n
Goldman
Sachs International Real Estate Securities Fund
n
Goldman
Sachs Commodity Strategy Fund
|
|
|
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
|
|
|
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOT
FDIC-INSURED
|
|
May Lose
Value
|
|
No Bank
Guarantee
|
|
|
|
|
General Investment
Management Approach
|
|
|
|
Goldman Sachs Asset Management, L.P.
(GSAM) serves as investment adviser to the Real
Estate Securities, International Real Estate Securities, and
Commodity Strategy Funds (each, a Fund, and,
collectively, the Funds). GSAM is referred to in
this Prospectus as the Investment Adviser.
|
|
REAL
ESTATE SECURITIES FUND AND INTERNATIONAL REAL ESTATE
SECURITIES FUND
|
|
|
|
|
Goldman
Sachs Real Estate Securities Investment
Philosophy:
|
|
|
|
When choosing portfolio securities for the Real
Estate Securities Fund and the International Real Estate
Securities Fund, the Investment Adviser:
|
|
|
|
|
|
|
n
|
Selects stocks based on quality and location of
assets, experienced management and a sustainable competitive
advantage.
|
|
|
|
n
|
Seeks to buy securities at a discount to the
intrinsic value of the business (assets and management).
|
|
|
|
n
|
Seeks a team approach to decision making.
|
|
|
|
|
Over time, real estate securities have
offered investors important diversification and competitive
total returns versus the broad equity and fixed income
markets.
|
|
|
|
References in this Prospectus to a Funds
benchmark or benchmarks are for informational purposes only, and
unless otherwise noted are not an indication of how a particular
Fund is managed.
|
1
|
|
|
|
Goldman
Sachs Commodities Investing Philosophy:
|
|
|
|
Commodity markets can provide portfolio
diversification due to their low historical correlations with
traditional asset classes such as large cap equities and
investment grade fixed income securities. The Commodity Strategy
Fund seeks to provide this diversification primarily through
investments in commodity index-linked securities and other
securities that provide general exposure to the performance of
this asset class. The Fund also invests in fixed income and
other debt securities, taking an active investment approach as
described in greater detail below.
|
|
|
|
|
|
The Investment Adviser applies a team
approach that emphasizes risk management and capitalizes on
Goldman Sachs extensive research capabilities.
|
|
2
|
|
|
Fund Investment Objectives
and Strategies
|
Goldman Sachs
Real Estate Securities Fund
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
Wilshire Real Estate
Securities Index
|
|
|
|
|
Investment
Focus:
|
|
REITs and real estate
operating companies
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
Class R: GRERX;
Class IR: GRETX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in
a portfolio of equity investments in issuers the are
primarily engaged in or related to the real estate industry.*
The Fund expects that a substantial portion of its assets will
be invested in REITs, real estate industry companies and other
real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
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.
|
3
|
|
|
Goldman Sachs
Real Estate Securities Fund
continued
|
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. Although the
Fund will invest primarily in publicly traded
U.S. securities, it may invest up to 15% of its total
assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of a REITs investment in fixed
rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a REITs investment in
fixed rate obligations can be expected to decline. In contrast,
as interest rates on adjustable rate mortgage loans are reset
periodically, yields on a REITs investment in such loans
will gradually align themselves to reflect changes in market
interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
|
4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
The REIT investments of the Real Estate
Securities Fund often do not provide complete tax information to
the Fund until after the calendar year-end. Consequently,
because of the delay, it may be necessary for the Fund to
request permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in fixed-income
investments, such as government, corporate debt and bank
obligations, that offer the potential to further the Funds
investment objective.
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
5
|
|
|
Goldman Sachs
International Real Estate
Securities Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
FTSE EPRA/NAREIT Global ex
US Real Estate Index
|
|
|
|
|
Investment
Focus:
|
|
Real estate operating
companies organized outside the United States or whose
securities are principally traded outside the United States
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
Class IR: GIRTX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
The Fund seeks to achieve its objective by
primarily investing in issuers that are real estate investment
trusts (REITs) or real estate operating companies organized
outside the United States or whose securities are principally
traded outside the United States.
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in a
portfolio of equity investments in issuers that are primarily
engaged in or related to the real estate industry (real
estate industry companies) outside the
United States*. The Fund expects that a substantial portion
of its assets will be invested in REITs, real estate industry
companies and other real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in the
Funds policy to invest at least 80% of its Net Assets in
the particular type of investment suggested by its
name.
|
6
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. The Fund will
invest primarily in publicly traded securities outside the
United States.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of investments in fixed rate
obligations can be expected to rise. Conversely, when interest
rates rise, the value of investments in fixed rate obligations
can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on
a real estate companys investment in such loans will
gradually align themselves to reflect changes in market interest
rates, causing the value of such investments to fluctuate less
dramatically in response to interest rate fluctuations than
would investments in fixed rate obligations.
|
|
|
The REIT investments of the Fund often do not
provide complete tax information to the Fund until after the
calendar year-end. Consequently, because of the delay, it may be
necessary for the Fund to request permission to extend the
deadline for issuance of Forms 1099-DIV beyond
January 31.
|
7
|
|
|
Goldman Sachs
International Real Estate
Securities Fund
continued
|
|
|
|
The Fund expects to invest a substantial portion
of its assets in the securities of issuers located in Japan, the
United Kingdom, Australia, Hong Kong, Singapore, Canada and
France. From time to time, the Funds investments in a
particular country may exceed 25% of its investment portfolio.
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in REITs or real
estate companies organized or principally traded in the United
States and fixed-income investments, such as government debt,
corporate debt and bank obligations, that offer the potential to
further the Funds investment objective.
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
8
Goldman Sachs
Commodity Strategy Fund
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term total return
|
|
|
|
|
Benchmark:
|
|
S&P GSCI Commodity
Index (GSCI)
|
|
|
|
|
Investment
Focus:
|
|
Fixed income securities,
other debt securities and commodity-linked securities.
|
|
|
|
|
Symbol:
|
|
Class R: GCCRX;
Class IR: GCCTX
|
|
|
|
|
The Fund seeks long-term total return.*
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
In pursuing its objective, the Fund seeks to
maintain substantial economic exposure to the performance of the
commodities markets. The Fund invests in a portfolio of
commodity index-linked securities (including leveraged and
unleveraged structured notes), other commodity-linked securities
and derivative instruments that provide exposure to the
performance of the commodities markets, and in other fixed
income and debt instruments. The Funds portfolio is
designed to provide exposure that corresponds to the investment
return of assets that trade in the commodity markets without
direct investment in physical commodities. It is expected that
certain of the Funds investments will produce leveraged
exposure to the commodities markets. Under normal circumstances,
the Fund invests at least 25% of its assets in commodity-linked
structured notes.
|
|
|
|
Commodity
Investments.
The Fund seeks to
provide exposure to the commodity markets and returns that
correspond to the performance of the GSCI by investing
|
|
|
in commodity-linked investments. The GSCI,
formerly named the Goldman Sachs Commodity Index, is a composite
index of commodity sector returns, representing an unleveraged,
long-only investment in commodity futures that is diversified
across the spectrum of commodities. Individual components
qualify for inclusion in the
|
|
|
*
|
The Funds investment objective is not a
fundamental policy and may be changed by the Funds Board
of Trustees without shareholder approval.
|
9
|
|
|
Goldman Sachs
Commodity Strategy Fund
continued
|
GSCI on the basis of liquidity and are weighted
by their respective world production quantities. In pursuing its
objective, the Fund attempts to provide exposure to the returns
of real assets that trade in the commodity markets without
direct investment in physical commodities. Real assets include
oil, gas, industrial and precious metals, livestock, and
agricultural or meat products, or other items that have tangible
properties. Commodity-linked investments may be more volatile
and less liquid than the underlying instruments and their value
may be affected by the performance of commodities as well as
weather, tax, and other regulatory or political developments,
overall market movements and other factors affecting the value
of particular industries or commodities, such as disease,
embargoes, acts of war or terrorism.
|
|
|
|
The Fund invests in commodity-linked derivative
instruments such as commodity-linked structured notes. The Fund
invests in commodity-linked notes that pay a return linked to
the performance of a commodities index or basket of futures
contracts with respect to all of the commodities in an index. In
some cases, the return will be based on some multiple of the
performance of the index. This embedded leverage will magnify
the positive and negative return the Fund earns from these notes
as compared to the index. The principal and/or interest payments
of commodity-linked derivatives are tied to the value of a real
asset or commodity index. Structured notes may be structured by
the issuer and the purchaser of the note. The notes are
derivative debt instruments with principal payments generally
linked to the value of commodities, commodity futures contracts
or the performance of commodity indices and interest and coupon
payments pegged to a market-based interest rate, such as LIBOR
or a banks prime rate. The value of these notes will rise
or fall in response to changes in the underlying commodity or
related index or investment. These notes expose the Fund
economically to movements in commodity prices. The Fund will
pursue its objective without directly investing in commodities.
The Fund seeks to provide exposure to various commodities and
commodities sectors. Commodity-linked derivative instruments
include commodity index-linked securities and other derivative
instruments that provide exposure to the investment returns of
the commodities markets.
|
|
|
|
Fixed
Income Investments.
The Fund
invests in investment grade fixed-income securities. Investment
grade securities are securities that are rated at the time of
purchase at least BBB- by Standard & Poors Rating
Group (Standard & Poors) or at least
Baa3 by Moodys Investors Service, Inc.
(Moodys), have a comparable rating by another
nationally recognized statistical rating organization
|
10
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
(NRSRO) or, if unrated, are
determined by the Investment Adviser to be of comparable
quality. The Fund may invest in corporate securities,
U.S. Government Securities, Mortgage-Backed Securities,
asset-backed securities, and fixed-income securities issued by
or on behalf of states, territories and possessions of the
United States (including the District of Columbia) and the
political subdivisions, agencies and instrumentalities thereof
(Municipal Securities). The average duration will
vary. The Fund may invest up to 25% of its net assets in foreign
securities. In addition, the Fund may invest up to 10% of its
assets in non-investment grade fixed-income securities. The
structured securities and commodity-linked derivative securities
may also be considered fixed income investments because they
typically pay a predetermined rate of return until the security
matures.
|
|
|
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 fixed-income securities are,
however, considered speculative and generally involve greater
price volatility and greater risk of loss of principal and
interest than higher rated securities. The Fund may purchase the
securities of issuers that are in default.
|
|
|
Other.
The
Fund will also invest in options, futures, options on futures
and swaps. The Fund will primarily allocate its assets between
fixed income and other debt securities and commodity-linked
instruments. In pursuing its investment objective, the Fund uses
the GSCI as its performance benchmark and will attempt to
produce returns that correspond to the performance of the GSCI,
but the Fund will not attempt to replicate the index. The Fund
may, therefore, invest in securities that are not included in
the GSCI.
|
|
|
The Fund will not invest 25% or more of its total
assets in instruments issued by companies in any one industry.
The Funds portfolio will reflect greater than 25% exposure
to the group of industries represented in the GSCI, however. If,
in the future, industries are added to or removed from
representation in the GSCI, the group of industries in which the
Funds exposure is concentrated will likewise change.
|
|
|
|
As of April 11, 2008, the GSCI included 24
commodities in five broad sectors: energy, industrial metals,
precious metals, agricultural products, and livestock products.
Current information on the composition of the index can be found
at: www2.goldmansachs.com/gsci.
|
|
11
|
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|
Goldman Sachs
Commodity Strategy Fund
continued
|
|
|
|
THE FUND IS NON-DIVERSIFIED UNDER THE
INVESTMENT COMPANY ACT OF 1940 (INVESTMENT COMPANY
ACT), AND MAY INVEST MORE OF ITS ASSETS IN FEWER ISSUERS
THAN DIVERSIFIED MUTUAL FUNDS. THEREFORE, 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.
|
12
Other Investment Practices
and Securities
The tables below and on the following page
identify some of the investment techniques that may (but are not
required to) be used by the Funds in seeking to achieve their
investment objectives. The tables also highlight the differences
and similarities among the Funds in their use of these
techniques and other investment practices and investment
securities. Numbers in this table show allowable usage only; for
actual usage, consult the Funds annual/semi-annual report.
For more information about these and other investment
practices and securities, see Appendix A. Each Fund
publishes on its website (http://www.goldmansachsfunds.com)
complete portfolio holdings for the Fund as of the end of each
calendar quarter subject to a fifteen day lag between the date
of the information and the date on which the information is
disclosed. In addition, the Funds publish on their website
month-end top ten holdings subject to a ten day lag between the
date of the information and the date on which the information is
disclosed. This information will be available on the website
until the date on which a Fund files its next quarterly
portfolio holdings report on Form N-CSR or Form N-Q with
the SEC. In addition, a description of a Funds policies
and procedures with respect to the disclosure of a Funds
portfolio holdings is available in the Funds Statement of
Additional Information (SAI).
|
|
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|
|
|
|
|
|
|
|
|
|
|
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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 on usage;
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|
|
International
|
|
|
limited only by the strategies
|
|
Real Estate
|
|
Real Estate
|
|
Commodity
|
of the Fund
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|
Securities
|
|
Securities
|
|
Strategy
|
Not permitted
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Investment
Practices
|
|
|
|
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|
Borrowings
|
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33 1/3
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|
33 1/3
|
|
33 1/3
|
|
Credit, Currency, Index,
Interest Rate, Total Return and Mortgage Swaps and Options on
Swaps
*
|
|
15
|
|
15
|
|
15
|
|
Cross Hedging of Currencies
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|
|
|
|
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Custodial Receipts and
Trust Certificates
|
|
|
|
|
|
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|
Equity
Swaps
*
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|
15
|
|
15
|
|
15
|
|
Foreign Currency
Transactions
**
|
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|
|
|
|
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|
Futures Contracts and
Options on Futures Contracts
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|
|
|
|
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|
Interest Rate Caps, Floors
and Collars
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|
|
|
|
|
|
Investment Company
Securities (including exchange-traded funds)
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10
|
|
10
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10
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|
Mortgage Dollar Rolls
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|
|
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Options on Foreign
Currencies
1
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|
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Options on Securities and
Securities Indices
2
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Preferred Stock, Warrants
and Stock Purchase Rights
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|
|
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Repurchase Agreements
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Securities Lending
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33 1/3
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33 1/3
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33 1/3
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Short Sales Against the Box
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25
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25
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Unseasoned Companies
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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 all
swap transactions that are not deemed liquid.
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**
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Limited by the amount each Fund may invest in
foreign securities.
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1
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|
The Real Estate Securities and International
Real Estate Securities Funds may purchase and sell call and put
options.
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2
|
|
The Funds may sell covered call and put
options and purchase call and put options.
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13
|
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10
Percent of total assets (excluding securities lending collateral)
(italic type)
|
|
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
|
|
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
|
limited only by the objectives and strategies
|
|
Real Estate
|
|
Real Estate
|
|
Commodity
|
of the Fund
|
|
Securities
|
|
Securities
|
|
Strategy
|
Not permitted
|
|
Fund
|
|
Fund
|
|
Fund
|
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|
Investment
Securities
|
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|
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American, European and
Global Depositary Receipts
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Asset-Backed and
Mortgage-Backed Securities
3
|
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Bank
Obligations
3
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|
|
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Commodity-linked
Derivative Instruments
|
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|
|
|
|
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Convertible
Securities
4
|
|
|
|
|
|
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Corporate Debt
Obligations
3
|
|
|
|
|
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Equity Investments
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80+
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|
80+
|
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|
Emerging Country Securities
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15
5
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25
5
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Fixed Income Securities
|
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20
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20
|
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|
Foreign Securities
|
|
15
5
|
|
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25
5
|
|
Municipal
Securities
3
|
|
|
|
|
|
|
Non-Investment Grade Fixed
Income Securities
|
|
20
6
|
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20
6
|
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10
6
|
|
Real Estate Investment
Trusts
|
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|
|
|
|
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|
Stripped Mortgage-Backed
Securities
3
|
|
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|
|
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|
Structured Securities
(which may include equity linked notes)
*
3
|
|
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|
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|
Temporary Investments
|
|
|
|
|
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U.S. Government
Securities
3
|
|
|
|
|
|
|
|
Yield Curve Options and
Inverse Floating Rate Securities
|
|
|
|
|
|
|
|
|
|
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|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
|
3
|
|
Limited by the amount the Fund invests in
fixed-income securities.
|
|
|
4
|
|
Convertible securities purchased by the Funds
use the same rating criteria for convertible and non-convertible
debt securities.
|
|
|
5
|
|
The Commodity Strategy and Real Estate
Securities Funds may invest in the aggregate up to 25% and 15%,
respectively, of their total assets in foreign securities,
including emerging country securities.
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|
|
6
|
|
May be BB or lower by Standard &
Poors Rating Group (Standard &
Poors) or Ba or lower by Moodys Investors
Service, Inc. (Moodys) or have a comparable
rating by another nationally-recognized statistical rating
organization at the time of investment.
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|
14
Principal Risks of the Funds
Loss of money is a risk of investing in each
Fund. An investment in a Fund is not a deposit of any bank and
is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes the principal risks that apply to the Funds and may
result in a loss of your investment. None of the Funds should be
relied upon as a complete investment program. There can be no
assurance that a Fund will achieve its investment objective.
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|
International
|
|
|
|
|
Real Estate
|
|
Real Estate
|
|
Commodity
|
Applicable
|
|
Securities
|
|
Securities
|
|
Strategy
|
Not applicable
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Credit/Default
|
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Foreign
|
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Emerging Countries
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|
Industry Concentration
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Stock
|
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|
|
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|
Derivatives
|
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|
|
|
|
Interest Rate
|
|
|
|
|
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|
IPO
|
|
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|
|
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|
Management
|
|
|
|
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|
Market
|
|
|
|
|
|
|
Liquidity
|
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|
|
|
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|
Non-Diversification
|
|
|
|
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|
REIT
|
|
|
|
|
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|
Mid Cap and Small Cap
|
|
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|
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|
Investment Style
|
|
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|
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NAV
|
|
|
|
|
|
|
Non-Investment Grade Fixed
Income Securities
|
|
|
|
|
|
|
U.S. Government Securities
Risk
|
|
|
|
|
|
|
Commodity Sector
|
|
|
|
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|
Real Estate Industry
|
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|
|
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|
Absence of Regulation
|
|
|
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|
Call Risk
|
|
|
|
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|
|
Extension Risk
|
|
|
|
|
|
|
Counterparty
|
|
|
|
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|
Leverage
|
|
|
|
|
|
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|
15
General
Risks:
|
|
|
n
|
Credit/Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by a Fund may
default on its obligation to pay interest and repay principal.
|
|
n
|
Foreign
Risk
The risk that when a
Fund invests in foreign securities, it will be subject to risk
of loss not typically associated with domestic issuers. Loss may
result because of less foreign government regulation, less
public information and less economic, political and social
stability. Loss may also result from the imposition of exchange
controls, confiscations and other government restrictions. A
Fund will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when a Fund invests in issuers located in emerging
countries.
|
|
n
|
Emerging Countries
Risk
The securities markets
of Central and South American, African, Asian and Eastern
European and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller
market capitalizations, have less government regulation and are
not subject to as extensive and frequent accounting, financial
and other reporting requirements as the securities markets of
more developed countries. Further, investment in equity
securities of issuers located in certain emerging countries
involves risk of loss resulting from problems in share
registration and custody and substantial economic and political
disruptions. These risks are not normally associated with
investments in more developed countries.
|
|
n
|
Industry Concentration
Risk
The risk that a Fund
concentrates its investments in specific industry sectors that
have historically experienced substantial price volatility. A
Fund is subject to greater risk of loss as a result of adverse
economic, business or other developments than if its investments
were diversified across different industry sectors. Securities
of issuers held by a Fund may lack sufficient market liquidity
to enable a Fund to sell the securities at an advantageous time
or without a substantial drop in price.
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have experienced periods of
substantial price volatility in the past and may do so again in
the future.
|
n
|
Derivatives
Risk
The risk that loss may
result from a Funds investments in options, futures,
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 a Fund.
|
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by a Fund
will decline in value. Long-term fixed income securities will
normally have more price volatility because of this risk than
short-term fixed income securities.
|
|
n
|
IPO
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the issuer. The purchase of IPO shares
may involve high transaction costs. IPO shares
|
16
PRINCIPAL RISKS OF THE
FUNDS
|
|
|
are subject to market risk and liquidity risk.
When a Funds asset base is small, a significant portion of
the Funds performance could be attributable to investments
in IPOs, because such investments would have a magnified impact
on the Fund. As the Funds assets grow, the effect of the
Funds investments in IPOs on the Funds performance
probably will decline, which could reduce the Funds
performance.
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Market
Risk
The risk that the value
of the securities in which a Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods.
|
|
n
|
Liquidity
Risk
The risk that a Fund may
invest to a greater degree in instruments that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also, the risk that a 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, a Fund may have to accept a lower price
or may not be able to sell the instrument at all. An inability
to see a portfolio position can adversely affect a Funds
value or prevent a Fund from being able to take advantage of
other investment opportunities. To meet redemption requests, a
Fund may be forced to sell liquid securities, at an unfavorable
time and conditions.
|
|
Funds that invest in non-investment grade fixed
income securities, small and mid-capitalization stocks, REITs
and emerging country issuers are 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.
Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) may invest a
significant percentage of their assets in the Funds and other
funds for which GSAM now or in the future acts as investment
adviser or underwriter. Redemptions by a Fund of Funds Portfolio
of its position in a Fund may further increase liquidity risk
and may impact a Funds NAV.
|
|
|
n
|
Non-Diversification
Risk
The Real Estate
Securities Fund, International Real Estate Securities Fund and
Commodity Strategy Fund are non-diversified, meaning that each
Fund is permitted to invest more of its assets in fewer issuers
than diversified mutual funds. Thus, each 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
|
REIT
Risk
Investing in REITs
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
|
17
|
|
|
REITs involve greater risks than those associated
with larger, more established companies and may be subject to
more abrupt or erratic price movements because of interest rate
changes, economic conditions and other factors. Securities of
such issuers may lack sufficient market liquidity to enable a
Fund to effect sales at an advantageous time or without a
substantial drop in price.
|
n
|
Mid Cap and Small Cap
Risk
The securities of small
capitalization and mid-capitalization companies involve greater
risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price
movements. Securities of such issuers may lack sufficient market
liquidity to enable a Fund to effect sales at an advantageous
time or without a substantial drop in price. Both mid-cap and
small-cap companies often have narrower markets and more limited
managerial and financial resources than larger, more established
companies. As a result, their performance can be more volatile
and they face greater risk of business failure, which could
increase the volatility of a Funds portfolio. Generally,
the smaller the company size, the greater these risks.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. A Fund
may outperform or underperform other funds that employ a
different investment style. Examples of different investment
styles include growth and value investing. Growth stocks may be
more volatile than other stocks because they are more sensitive
to investor perceptions of the issuing companys growth of
earnings potential. Growth companies are often expected by
investors to increase their earnings at a certain rate. When
these expectations are not met, investors can punish the stocks
inordinately even if earnings showed an absolute increase. Also,
because growth companies usually invest a high portion of
earnings in their business, growth stocks may lack the dividends
of some value stocks that can cushion stock prices in a falling
market. Growth oriented funds will typically underperform when
value investing is in favor. Value stocks are those that are
undervalued in comparison to their peers due to adverse business
developments or other factors.
|
|
|
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of a Fund and the value of your
investment will fluctuate.
|
|
|
n
|
Non-Investment Grade Fixed Income
Securities
The Funds may
invest in non-investment grade fixed income securities (commonly
known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of comparable credit quality are subject to
the increased risk of an issuers inability to 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.
|
|
|
|
n
|
U.S. Government Securities
Risk
The risk that the
U.S. government will not provide financial support to U.S.
government agencies, instrumentalities or
|
18
PRINCIPAL RISKS OF THE
FUNDS
|
|
|
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 Funds, such as those issued
by the Federal National Mortgage Association (Fannie
Mae), Federal Home Loan Mortgage Corporation
(Freddie Mac) and Federal Home Loan Banks may be
chartered or sponsored by Acts of Congress, their securities are
neither issued nor guaranteed by the United States Treasury and,
therefore, are not backed by the full faith and credit of the
United States. The maximum potential liability of the issuers of
some U.S. Government Securities held by 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.
|
Other
Specific Risks:
|
|
|
n
|
Commodity Sector
Risk
Exposure to the
commodities markets may subject the Commodity Strategy Fund to
greater volatility than investments in traditional securities.
The value of commodity-linked derivative instruments may be
affected by changes in overall market movements, commodity index
volatility, changes in interest rates, or sectors affecting a
particular industry or commodity, such as drought, floods,
weather, livestock disease, embargoes, tariffs and international
economic, political and regulatory developments. The prices of
energy, industrial metals, precious metals, agriculture and
livestock sector commodities may fluctuate widely due to factors
such as changes in value, supply and demand and governmental
regulatory policies. The energy sector can be significantly
affected by changes in the prices and supplies of oil and other
energy fuels, energy conservation, the success of exploration
projects, and tax and other government regulations, policies of
the Organization of Petroleum Exporting Countries (OPEC) and
relationships among OPEC members and between OPEC and
oil-importing nations. The metals sector can be affected by
sharp price volatility over short periods caused by global
economic, financial and political factors, resource
availability, government regulation, economic cycles, changes in
inflation or expectations about inflation in various countries,
interest rates, currency fluctuations, metal sales by
governments, central banks or international agencies, investment
speculation and fluctuations in industrial and commercial supply
and demand. The commodity-linked securities in which the
Commodity Strategy Fund invests may be issued by companies in
the financial services sector, including the banking, brokerage
and insurance sectors. As a result, events affecting issues in
the financial services sector may cause the Funds share
value to fluctuate.
|
|
|
n
|
Real Estate Industry
Risk
The Real Estate
Securities and International Real Estate Securities Funds are
subject to certain risks associated with real estate in general.
These risks include, among others: possible declines in the
value of real estate; risks related to general and local
economic conditions; possible lack of availability of mortgage
financing, variations in rental income, neighborhood values or
the appeal of property to tenants; interest rates; overbuilding;
extended vacancies
|
|
19
|
|
|
|
of properties; increases in competition, property
taxes and operating expenses; and changes in zoning laws. The
real estate industry is particularly sensitive to economic
downturns. The values of securities of companies in the real
estate industry may go through cycles of relative
under-performance and out-performance in comparison to equity
securities markets in general.
|
|
|
n
|
Absence of
Regulation
The Commodity
Strategy Fund engages in OTC transactions. In general, there is
less governmental regulation and supervision of transactions in
the OTC markets (in which option contracts and certain options
on swaps are generally traded) than of transactions entered into
on organized exchanges.
|
|
|
n
|
Call
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Commodity Strategy Fund (such as a mortgage-backed
security) earlier than expected. This may happen when there is a
decline in interest rates. Under these circumstances, the Fund
may be unable to recoup all of its initial investment and will
also suffer from having to reinvest in lower yielding securities.
|
|
|
n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Commodity Strategy Fund (such as a mortgage-backed
security) later than expected. This may happen when there is a
rise in interest rates. Under these circumstances, the value of
the obligation will decrease, and the Fund will also suffer from
the inability to invest in higher yielding securities.
|
|
|
n
|
Counterparty
Risk
Many of the protections
afforded to participants on some organized exchanges, such as
the performance guarantee of an exchange clearing house, might
not be available in connection with OTC transactions. Therefore,
in those instances in which the Commodity Strategy Fund enters
into OTC transactions, the Fund will be subject to the risk that
its direct counterparty will not perform its obligations under
the transactions and that the Fund will sustain losses.
|
|
|
n
|
Leverage
Risk
Leverage creates
exposure to gains in a greater amount than the dollar amount
made in an investment by enhancing return or value without
increasing the investment amount. Borrowing and the use of
derivatives result in leverage. Leverage can magnify the effects
of changes in the value of the Commodity Strategy Fund and make
it more volatile. Relatively small market movements may result
in large changes in the value of a leveraged investment. The
Commodity Strategy Fund will segregate or earmark liquid assets
or otherwise cover transactions that may give rise to such risk,
to the extent required by applicable law. The use of leverage
may cause the Commodity Strategy Fund to liquidate portfolio
positions to satisfy its obligations or to meet segregation
requirements when it may not be advantageous to do so.
|
|
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.
20
PRINCIPAL RISKS OF THE
FUNDS
HOW THE FUNDS
HAVE PERFORMED
|
|
|
|
|
The bar chart and table on the following page
provide an indication of the risks of investing in the Real
Estate Securities Fund and International Real Estate Securities
Fund by showing: (a) changes in the performance of the
Funds Class A Shares from year to year; and
(b) how the average annual total returns of the Funds
Class A Shares compare to those of broad-based securities
market indices. The bar chart (including Best
Quarter and Worst Quarter information) and
table assume reinvestment of dividends and distributions. The
Funds past performance, before and after taxes, is not
necessarily an indication of how the Fund will perform in the
future.
|
|
|
|
The bar chart (including Best Quarter
and Worst Quarter information) does not reflect the
sales loads applicable to Class A Shares. If the sales
loads were reflected, returns would be less. Performance
reflects expense limitations in effect. If expense limitations
were not in place, the Funds performance would have been
reduced.
|
|
|
|
The Goldman Sachs Commodity Strategy Fund
commenced operations on March 30, 2007. No performance
information regarding the Goldman Sachs Commodity Strategy Fund
is included in this section because the Fund has less than one
calendar year of performance.
|
|
21
Real Estate Securities
Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR (CLASS A)*
|
|
|
|
Best Quarter**
Q4
04 +17.53%
Worst
Quarter**
Q4
07 -11.97%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Class A
(Inception
7/27/98)
|
|
|
-20.58
|
|
|
|
17.61
|
|
|
|
12.41
|
|
Wilshire Real Estate
Securities Index***
|
|
|
-17.78
|
|
|
|
18.66
|
|
|
|
12.45
|
|
|
|
|
|
*
|
|
Because Class R and Class IR Shares
have not commenced operations as of the date of this Prospectus,
the figures shown above provide performance for Class A
Shares of the Fund. Class A Shares are not offered in this
Prospectus. Class R and Class IR Shares would have
substantially similar annual returns as the Class A Shares
because the classes are invested in the same portfolio of
securities. Annual returns would differ only to the extent
Class R, Class IR and Class A Shares have
different expenses.
|
**
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
***
|
|
The Wilshire Real Estate Securities Index is
an unmanaged index of publicly traded REITs and real estate
operating companies. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
22
FUND PERFORMANCE
International Real Estate
Securities Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR (CLASS A)
|
|
|
|
Best Quarter*
Q1
07 +8.41%
Worst Quarter*
Q4
07 -9.46%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
Since Inception
|
|
|
|
|
|
|
Class A
(Inception
7/31/06)
|
|
|
-7.93%
|
|
|
|
8.00%
|
|
FTSE EPRA/NAREIT Global Ex
US Real Estate Index***
|
|
|
-0.88%
|
|
|
|
16.16%
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
The after-tax returns are for Class A
Shares only. The after-tax returns for Class B and
Class C Shares will vary. After-tax returns are calculated
using the historical highest individual federal marginal income
tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on an investors tax
situation and may differ from those shown. In addition, the
after-tax returns shown are not relevant to investors who hold
Fund shares through tax-deferred arrangements such as 401(k) or
individual retirement accounts.
|
***
|
|
An investor cannot invest directly in an
index.
|
23
Fund Fees and Expenses
(Class R and IR Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Class R or Class IR
Shares of a Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Securities Fund
|
|
|
|
|
|
Class R
|
|
Class IR
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
1
|
|
|
|
|
|
|
|
|
Management Fees
2
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.50%
|
|
|
|
None
|
|
Other Expenses
3
*
|
|
|
0.23%
|
|
|
|
0.23%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.73%
|
|
|
|
1.23%
|
|
|
See page 27 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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Securities Fund
|
|
|
|
|
|
Class R
|
|
Class IR
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
1
|
|
|
|
|
|
|
|
|
Management Fees
2
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.50%
|
|
|
|
None
|
|
Other Expenses
3
|
|
|
0.19%
|
|
|
|
0.19%
|
|
|
Total Fund Operating Expenses (after current
expense limitations)
|
|
|
1.69%
|
|
|
|
1.19%
|
|
|
24
FUND FEES AND EXPENSES
|
|
|
|
|
|
|
International
|
|
|
Real Estate
|
|
|
Securities Fund
|
|
|
|
|
|
Class IR
|
|
|
|
|
|
|
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
4
|
|
|
2.0%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
1
|
|
|
|
|
Management
Fees
2
*
|
|
|
1.05%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
None
|
|
Other Expenses
3
*
|
|
|
0.27%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.32%
|
|
|
See page 27 for all other
footnotes.
|
|
|
|
|
*
|
The Management Fees, Other
Expenses and Total Fund Operating Expenses
shown in the table above do not reflect voluntary fee waivers
and/or expense limitations currently in place with respect to
the Fund. The Funds Management Fees,
Other Expenses and Total Fund Operating
Expenses, after application of current waivers and expense
limitations, are as set forth below. These fee waivers and
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 Management Fees,
Other Expenses and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
International
|
|
|
Real Estate
|
|
|
Securities Fund
|
|
|
|
|
|
Class IR
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
1
|
|
|
|
|
Management Fees
2
|
|
|
1.03%
|
|
Distribution and Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses
3
|
|
|
0.25%
|
|
|
Total Fund Operating Expenses (after current
waivers and expense limitations)
|
|
|
1.28%
|
|
|
25
Fund Fees and Expenses
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
|
|
|
Strategy Fund
|
|
|
|
|
|
Class R
|
|
Class IR
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
4
|
|
|
2.0%
|
|
|
|
2.0%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
1
|
|
|
|
|
|
|
|
|
Management Fees
2
|
|
|
0.50%
|
|
|
|
0.50%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
0.50%
|
|
|
|
None
|
|
Other Expenses
3
*
|
|
|
0.33%
|
|
|
|
0.33%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.33%
|
|
|
|
0.83%
|
|
|
See page 27 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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
|
|
|
Strategy Fund
|
|
|
|
|
|
Class R
|
|
Class IR
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
1
|
|
|
|
|
|
|
|
|
Management Fees
2
|
|
|
0.50%
|
|
|
|
0.50%
|
|
Distribution and Service (12b-1) Fees
|
|
|
0.50%
|
|
|
|
None
|
|
Other Expenses
3
|
|
|
0.17%
|
|
|
|
0.17%
|
|
|
Total Fund Operating Expenses (after current
expense limitations)
|
|
|
1.17%
|
|
|
|
0.67%
|
|
|
26
FUND FEES AND EXPENSES
|
|
|
|
1
|
|
The annual operating expenses are based on
actual expenses incurred for the fiscal period ended
December 31, 2007.
|
|
|
2
|
|
The Investment Adviser is entitled to
management fees from the Funds at the annual rates equal to the
following percentages of the average daily net assets of the
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
Fund
|
|
Annual Rate
|
|
Net Assets
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
International Real Estate Securities
|
|
|
1.05%
|
|
|
|
First $2 billion
|
|
|
|
|
0.95%
|
|
|
|
Over $2 billion
|
|
|
Commodity Strategy
|
|
|
0.50%
|
|
|
|
First $2 billion
|
|
|
|
|
0.45%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
Additionally, the Investment Adviser has
voluntarily agreed to waive a portion of its management fee
equal to 0.02% based on the average daily net assets of the
International Real Estate Securities Fund. As a result, the
Investment Adviser is currently receiving a management fee from
the International Real Estate Securities Fund at the annual rate
of 1.03%.
|
|
|
3
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.19%
of the average daily net assets of the Real Estate Securities
Funds Class R and Class IR Shares and
International Real Estate Securities Funds Class IR
Shares, and a 0.13% of the average daily net assets of the
Commodity Strategy Funds Class R and IR Shares,
plus all other ordinary expenses not detailed above. The
Investment Adviser has voluntarily agreed to reduce or limit
Other Expenses (excluding management fees,
distribution and service fees, transfer agency fees and
expenses, taxes, interest, brokerage fees and litigation,
indemnification, shareholder meeting and other extraordinary
expenses exclusive of any custody and transfer agent fee credit
reductions) to the following percentages of each Funds
average daily net assets:
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Fund
|
|
Expenses
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
0.004%
|
|
|
|
International Real Estate Securities
|
|
|
0.064%
|
|
|
|
Commodity Strategy
|
|
|
0.044%
|
|
|
|
|
|
|
|
4
|
|
A 2.0% redemption fee will be imposed on the
redemption of shares (including by exchange) of the
International Real Estate Securities Fund and Commodity Strategy
Fund held for 30 days or less.
|
|
27
Fund Fees and Expenses
continued
Example
The following Example is intended to help you
compare the cost of investing in a Fund (without the waivers and
expense limitations) with the cost of investing in other mutual
funds. The Example assumes that you invest $10,000 in
Class R or IR Shares of a Fund for the time periods
indicated and then redeem all of your Class R or
IR Shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that
a 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
|
|
5 Years
|
|
10 Years
|
|
|
Real Estate
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class R Shares
|
|
$
|
176
|
|
|
$
|
545
|
|
|
$
|
939
|
|
|
$
|
2,041
|
|
Class IR Shares
|
|
$
|
125
|
|
|
$
|
390
|
|
|
$
|
676
|
|
|
$
|
1,489
|
|
|
International Real
Estate Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class IR Shares
|
|
$
|
134
|
|
|
$
|
418
|
|
|
$
|
723
|
|
|
$
|
1,590
|
|
|
Commodity
Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class R Shares
|
|
$
|
135
|
|
|
$
|
421
|
|
|
$
|
729
|
|
|
$
|
1,601
|
|
Class IR Shares
|
|
$
|
85
|
|
|
$
|
265
|
|
|
$
|
460
|
|
|
$
|
1,025
|
|
|
Certain institutions that sell Fund shares and/or
their salespersons may receive other compensation in connection
with the sale and distribution of Class R and Class IR
Shares for services to their customers accounts and/or the
Funds. For additional information regarding such compensation,
see What Should I Know About Purchasing Shares Through An
Authorized Dealer? in the Prospectus and Payments to
Intermediaries in the SAI.
28
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Real Estate Securities
International Real Estate Securities
Commodity Strategy
|
|
|
|
|
|
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
December 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $763 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Funds and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Funds, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Funds:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Funds
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Funds
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
29
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
|
|
For the Fiscal
|
|
|
|
|
Average Daily
|
|
Year Ended
|
Fund
|
|
Contractual Rate
|
|
Net Assets
|
|
December 31, 2007
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
International
Real Estate
|
|
|
1.05%
|
|
|
|
First $2 billion
|
|
|
|
1.03%
|
|
|
Securities
|
|
|
0.95%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
0.50%
|
|
|
|
First $2 billion
|
|
|
|
0.50%
|
|
|
|
|
0.45%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Funds in 2007 is available in the Funds annual report
dated December 31, 2007.
|
|
|
|
|
|
Real
Estate Securities Team
|
|
|
|
The Real Estate Securities portfolio management
team includes individuals with backgrounds in:
|
|
|
|
|
|
|
n
|
Fundamental real estate acquisition, development
and operations
|
|
|
|
n
|
Real estate capital markets
|
|
|
|
n
|
Mergers and acquisitions
|
|
|
|
n
|
Asset management
|
|
30
SERVICE PROVIDERS
______________________________________________________________________________________________________________
Real
Estate Securities Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark Howard-Johnson,
CFA
Managing Director
|
|
Senior Portfolio
Manager
Real Estate Securities
International Real Estate Securities
|
|
Since
1998
2006
|
|
Mr. Howard-Johnson
joined the Investment Adviser as a portfolio manager in 1998.
His previous experience includes 15 years in the real
estate finance business.
|
|
David Kruth, CFA
Vice President
|
|
Senior Portfolio
Manager
Real Estate Securities
International Real Estate Securities
|
|
Since 2005
2006
|
|
Mr. Kruth joined
the Investment Adviser as a portfolio manager in 2005. His
previous experience includes approximately 18 years in the real
estate investment field, most recently managing real estate
securities funds at Citigroup (June 2004- May 2005) and
AllianceBernstein (June 1998- June 2004).
|
|
Timothy Michael
Hannon*
Head of Real Estate
at GSJBWere
|
|
Senior Portfolio
Manager
International Real Estate Securities
|
|
Since 2006
|
|
Mr. Hannon joined
Goldman Sachs JBWere as a portfolio manager in 1998. His
previous experience includes 8 years in the real estate
investment field and in the securities investment
field.
|
|
|
|
|
|
*
|
|
Goldman Sachs JBWere is a partially owned
subsidiary of Goldman Sachs that makes Mr. Hannons
services available to GSAM, L.P. to participate as a member
of the Real Estate Securities Team.
|
|
|
|
|
Mark Howard-Johnson is the head of the Real
Estate Securities Team. He and David Kruth are responsible for
the day-to-day investment decisions and final buy/sell decisions
of the Real Estate Securities Fund and Mr. Howard-Johnson,
Mr. Kruth and Mr. Hannon are responsible for the
day-to-day investment decisions and final buy/sell decisions of
the International Real Estate Securities Fund. However, all
investment decisions involve discussion with personnel from the
Investment Advisers real estate securities group. Each of
the Senior Portfolio Managers is responsible for liaising with
research analysts around the world, promoting his or her
securities selection ideas to the other members of the team and
thereafter debating their inclusion in the portfolios.
|
31
|
|
|
|
Commodity
Strategy Team
|
|
|
|
The Commodity Strategy portfolio management team
includes individuals with backgrounds in commodities and fixed
income investment management. With respect to the actively
managed fixed income portion of the portfolio:
|
|
|
|
|
|
|
n
|
The investment process revolves around four
groups: the Investment Strategy Group, the Top-down Strategy
Teams, the Bottom-up Strategy Teams and the Portfolio Teams.
|
|
|
|
n
|
These teams strive to maximize risk-adjusted
returns by de-emphasizing interest rate anticipation and
focusing on security selection and sector allocation.
|
|
|
|
n
|
The team manages approximately $184 billion
in municipal and taxable fixed income assets for retail,
institutional and high net worth clients.
|
|
______________________________________________________________________________________________________________
Commodity
Strategy Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Jonathan Beinner
Managing Director and Co-Head U.S. and Global Fixed Income
Teams
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Beinner joined
the Investment Adviser in 1990 and became a portfolio manager in
1992. He became Co-Head of the U.S. and Global Fixed Income
Teams in 2002.
|
|
Tom Kenny
Managing Director and Co-Head U.S. and Global Fixed Income
Teams
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Kenny joined
the Investment Adviser in 1999 as a senior portfolio manager.
Previously, he spent 13 years at Franklin Templeton where
he was a portfolio manager of high yield municipal and municipal
funds, Director of Municipal Research and Director of the
Municipal Bond Department. He became Co-Head of the U.S. and
Global Fixed Income Teams in 2002.
|
|
James B. Clark
Managing Director, Co-Head U.S. Fixed Income Team
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Clark joined
the Investment Adviser in 1994 as a portfolio manager after
working as an investment manager in the mortgage-backed
securities group at Travelers Insurance Company.
|
|
Stephen Lucas
Managing Director
|
|
Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Lucas is head of
commodities management for the Global Fixed Income Team. He
joined GSAM in 2001. Previously, he worked in Firmwide Risk at
Goldman, Sachs & Co. Before that, he was a
proprietary trader at Chase Manhattan. He has 11 years of
industry experience.
|
|
32
SERVICE PROVIDERS
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Michael Johnson
Vice President
|
|
Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Johnson is a
member of the commodities management team. Before joining GSAM
in 2002, he was employed with Conning & Company as an
Associate in the Equity Research Group for one year. Prior to
that, Mr. Johnson was a Senior Financial Analyst with the
Reinsurance Division at CIGNA Corporation.
|
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Portfolio
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Team and is responsible for high-level
decisions pertaining to portfolios across multiple strategies.
The Fixed Income Portfolio Management Team is organized into a
series of specialist teams which focus on generating and
implementing investment ideas within their area of expertise.
Both top-down and bottom-up decisions are made by these small
strategy teams, rather than by one portfolio manager or
committee. Ultimate accountability for the portfolio resides
with the lead portfolio managers, who set the long-term risk
budget and oversee the portfolio construction process.
|
|
|
|
|
The SAI provides information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds.
|
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Suite 500, Chicago, Illinois
60606, also serves as each 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 Funds. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
a Fund or limit a
|
33
|
|
|
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 Funds directly and
indirectly invest. Thus, it is likely that the Funds will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of the Funds and/or which engage in and compete
for transactions in the same types of securities, currencies and
instruments as the Funds. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Funds. The
results of a 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 a
Fund could sustain losses during periods in which Goldman Sachs
and its affiliates and other accounts achieve significant
profits on their trading for proprietary or other accounts. In
addition, the Funds may enter into transactions in which Goldman
Sachs or its other clients have an adverse interest. For
example, a 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 Funds. Transactions by
one or more Goldman Sachs advised-clients or the Investment
Adviser may have the effect of diluting or otherwise
disadvantaging the values, prices or investment strategies of
the Funds. A 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 service firm,
Goldman Sachs also provides a wide range of investment banking
and financial services to issuers of securities and investors in
securities. Goldman Sachs, its affiliates and others associated
with it may create markets or specialize in, have positions in
and affect transactions in, securities of issuers held by the
Funds, and may also perform or seek to perform investment
banking and financial services for those issuers. Goldman Sachs
and its affiliates may have business relationships with and
purchase or distribute or sell services or products from or to
distributors, consultants or others who recommend
|
34
SERVICE PROVIDERS
|
|
|
|
the Funds or who engage in transactions with or
for the Funds. For more information about conflicts of interest,
see the SAI.
|
|
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Funds may retain an
affiliate of the Investment Adviser to serve as a securities
lending agent for each Fund to the extent that the Funds engage
in the securities lending program. For these services, the
lending agent may receive a fee from the Funds, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. The Board
of Trustees periodically reviews all portfolio securities loan
transactions for which the affiliated lending agent has acted as
lending agent. In addition, the Funds 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.
|
|
35
|
|
|
Dividends
|
|
|
|
Each Fund pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
|
n
|
Shares of the same 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 applicable Fund.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
Investment
|
|
Capital Gains
|
Fund
|
|
Income Dividends
|
|
Distributions
|
|
|
Real Estate Securities
|
|
Quarterly
|
|
Annually
|
|
International Real Estate
Securities
|
|
Semi-annually
|
|
Annually
|
|
Commodity Strategy
|
|
Quarterly
|
|
Annually
|
|
|
|
|
From time to time a portion of a 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 a Fund, part of the
NAV per share may be represented by undistributed income and/or
undistributed 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.
|
36
|
|
|
Shareholder
Guide
|
|
|
|
|
The following section will provide you with
answers to some of the most frequently asked questions regarding
buying and selling the Funds Class R and
Class IR Shares. This Prospectus discusses Class R and
Class IR Shares for all of the Funds, except the International
Real Estate Securities Fund that offers only Class IR Shares.
|
|
WHO CAN BUY
CLASS R AND CLASS
IR SHARES
|
|
|
|
Class R and Class IR Shares are not
sold directly to the public. Instead, Class R and
Class IR Shares generally are available only to 401(k)
plans, 457 plans, employer-sponsored 403(b) plans, profit
sharing and money purchase pension plans, defined benefit plans
and non-qualified deferred compensation plans (the
Retirement Plans). Class R and Class IR
Shares are also generally available only to Retirement Plans
where plan level or omnibus accounts are held on the books of
the Funds. Class R and Class IR Shares are not
available to traditional and Roth Individual Retirement Accounts
(IRAs), SEPs, SARSEPs, SIMPLE IRAs and individual
403(b) plans.
|
HOW TO BUY,
EXCHANGE AND SELL CLASS R AND CLASS
IR SHARES
|
|
|
|
Retirement Plans generally may open an account
and purchase Class R and Class IR Shares through
certain brokers, banks, registered investment advisers,
financial planners and Retirement Plan administrators
(Authorized Dealers). Either Class R or
Class IR Shares may not be available through certain
Authorized Dealers. Additional Shares may be purchased through a
Retirement Plans administrator or recordkeeper.
|
|
|
Information
For Plan Participants
|
|
Retirement Plans participants generally
must contact their plan service provider to purchase, redeem or
exchange shares. The administrator of a Retirement Plan or
employee benefits office can provide participants with detailed
information on how to participate in the Plan, how to elect a
Fund as an investment option, elect different investment
options, alter the amounts contributed to the Plan, or change
allocations among investment options. For additional information
regarding purchases by plan participants, see What Should
I Know About Purchasing Shares Through An Authorized
Dealer? in the Prospectus.
|
37
|
|
|
|
What
Should I Know About Purchasing Shares Through An Authorized
Dealer?
|
|
|
|
Authorized Dealers and other financial
intermediaries may provide varying arrangements for their
clients to purchase and redeem Fund shares. In addition,
Authorized Dealers and other financial intermediaries are
responsible for providing to you any communication from a Fund
to its shareholders, including but not limited to, prospectuses,
prospectus supplements, proxy materials and notices regarding
the source of dividend payments under Section 19 of the
Investment Company Act (the Act). They may charge
additional fees not described in this Prospectus to their
customers for such services.
|
|
|
|
|
As the Class R and Class IR Shares of
the Funds are held through an omnibus 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 a Fund and its Transfer Agent.
Since the Funds will have no record of your transactions, you
should contact the Authorized Dealer to purchase, redeem or
exchange shares, to make changes in or give instructions
concerning the account or to obtain information about your
account. The transfer of shares in an omnibus account to an
account with another dealer involves special procedures and may
require you to obtain historical purchase information about the
shares in the account from the Authorized Dealer. If your
Authorized Dealers relationship with Goldman Sachs is
terminated, and you do not transfer your account to another
Authorized Dealer, the Trust reserves the right to redeem your
shares. The Trust will not be responsible for any loss in an
investors account resulting from a redemption.
|
|
|
|
|
Authorized Dealers and other financial
intermediaries may be authorized to accept, on behalf of the
Trust, purchase, redemption and exchange orders placed by or on
behalf of their customers, and if approved by the Trust, to
designate other financial intermediaries to accept such orders.
In these cases:
|
|
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
that is in proper form when the order is accepted by an
Authorized Dealer or other financial 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.
|
|
|
|
n
|
Authorized Dealers and other financial
intermediaries are responsible for transmitting accepted orders
to the Funds within the time period agreed upon by them.
|
|
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments or provide services to Authorized
Dealers and other financial intermediaries
(Intermediaries) to promote the sale, distribution
and/or servicing of shares of
|
38
SHAREHOLDER GUIDE
|
|
|
|
the Funds and other Goldman Sachs Funds. These
payments are made out of the Investment Advisers,
Distributors and/or their affiliates own assets, and
are not an additional charge to the Funds. The payments are in
addition to the distribution and service fees and sales charges
described in this Prospectus. Such payments are intended to
compensate Intermediaries for, among other things: marketing
shares of the Funds and other Goldman Sachs Funds, which may
consist of payments relating to Funds included on preferred or
recommended fund lists or in certain sales programs from time to
time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor
various educational programs, sales contests and/or promotions.
The payments by the Investment Adviser, Distributor and/or their
affiliates, which are in addition to the fees paid for these
services by the Funds, may also compensate Intermediaries for
subaccounting, sub-transfer agency, administrative and/or
shareholder processing services. These payments may exceed
amounts earned on these assets by the Investment Adviser,
Distributor and/or their affiliates for the performance of these
or similar services. The amount of these additional payments is
normally not expected to exceed 0.50% (annualized) of the amount
sold or invested through the Intermediaries. In addition,
certain Intermediaries may have access to certain services from
the Investment Adviser, Distributor and/or their affiliates,
including research reports and economic analysis, and portfolio
analysis tools. In certain cases, the Intermediary may not pay
for these services. Please refer to the Payments to
Intermediaries section of the SAI for more information
about these payments and services.
|
|
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates and the services required by
an Intermediary may differ for different Intermediaries. The
presence of these payments, receipt of these services and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Authorized Dealer or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
|
39
WHAT
ELSE SHOULD I KNOW ABOUT CLASS R AND CLASS IR
SHARE
PURCHASES AND
REDEMPTIONS?
|
|
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Require an Authorized Dealer to refuse to open an
account if you fail to (i) provide a Social Security Number
or other taxpayer identification number; or (ii) certify
that such number is correct (if required to do so under
applicable law).
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of shares of a
Fund is evident, or if purchases, sales or exchanges are, or a
subsequent abrupt redemption might be, of a size that would
disrupt the management of a Fund.
|
|
n
|
Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
|
|
n
|
Provide for, 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.
|
|
|
|
|
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 Funds 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 Funds. Applications
without the required information may not be accepted by the
Funds. After accepting an application, to the extent permitted
by applicable law or their customer identification program, the
Funds reserve the right to: (i) place limits on
transactions in any account until the identity of the investor
is verified; (ii) refuse an investment in the Funds; or
(iii) involuntarily redeem an investors shares and
close an account in the event that the Funds are unable to
verify an investors identity. The Funds and their agents
will not be responsible for any loss in an investors
account resulting from the investors delay in providing
all required information or from closing an account and
redeeming an investors shares pursuant to the customer
identification program.
|
|
40
SHAREHOLDER GUIDE
|
|
|
How Are
Shares Priced?
|
|
|
The price you pay when you buy Class R or
Class IR Shares is a Funds next determined NAV for a
share class
after
the Fund receives your order in proper
form. The price you receive when you sell Class R or
Class IR Shares is a Funds next determined NAV for a
share class, with the redemption proceeds reduced by any
applicable charges
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 a Fund invests a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value price for a
particular security, or if the price provided does not meet the
established criteria for a Fund, the Fund will price that
security at the most recent closing price for that security on
its principal exchange.
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In addition, the Investment Adviser, consistent
with its procedures and applicable regulatory guidance, may (but
need not) determine to make an adjustment to the previous
closing prices of either domestic or foreign securities in light
of significant events, to reflect what it believes to be the
fair value of the securities at the time of determining a
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 U.S. or
foreign markets; market dislocations; market disruptions or
market closings; equipment failures; natural or man made
disasters or acts of God; armed conflicts; 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
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as reorganizations, mergers and buy-outs;
corporate announcements, including those relating to earnings,
products and regulatory news; significant litigation; low
trading volume; and trading limits, or suspensions.
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One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Funds
to price their investments may be different from those used by
other investment companies and investors to price the same
investments.
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Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
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Please note the following with respect to the
price at which your transactions are processed:
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NAV per share of each share class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or 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.
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The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at a NAV that is
subsequently adjusted, and to recover amounts from (or
distribute amounts to) shareholders accordingly based on the
official closing NAV, as adjusted.
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The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
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Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a 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.
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Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal
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42
SHAREHOLDER GUIDE
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Reserve wire payment system is open. To
learn whether a Fund is open for business during this situation,
please call 1-800-526-7384.
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Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund holds
foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
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How Do
I Decide Whether To Buy Class R, IR or other Class
Shares?
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The decision as to which Class to purchase
depends on the amount you invest, the intended length of the
investment and your personal situation.
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Note: Authorized Dealers may receive
different compensation for selling different Class
Shares.
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In addition to Class R and Class IR
Shares, each Fund also offers other classes of shares to
investors. These other share classes are subject to different
fees and expenses (which affect performance), have different
minimum investment requirements and are entitled to different
services. Information regarding these other share classes may be
obtained from your sales representative or from Goldman Sachs by
calling the number on the back cover of this Prospectus.
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What
Should I Know About Redemptions?
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The following generally applies to redemption
requests:
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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.
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Authorized Dealers 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.
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The Trust reserves the right to:
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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,
or in the event that a Fund is no longer an option in your
Retirement Plan. The Trust will not be responsible for any loss
in an investors account or tax liability resulting from
the redemption.
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Subject to applicable law, redeem shares in your
retirement account in other circumstances determined by the
Board of Trustees to be in the best interest of the Trust.
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
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43
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What Do
I Need To Know About The Redemption Fee?
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The International Real Estate Securities Fund and
Commodity Strategy Fund will charge a 2% redemption fee on the
redemption of shares (including by exchange) held for 30 days or
less. For this purpose, the Funds use a first-in first-out
(FIFO) method so that shares held longest will be
treated as being redeemed first and shares held shortest will be
treated as being redeemed last. The redemption fee will be paid
to the Fund from which the redemption is made, and is intended
to offset the trading costs, market impact and other costs
associated with short-term money movements in and out of 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.
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The redemption fee does not apply to transactions
involving the following:
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Redemptions of shares acquired by reinvestment of
dividends or capital gains distributions.
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Redemptions of shares that are acquired or
redeemed in connection with participation in a systematic
withdrawal program or automatic investment plan.
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Redemptions of shares by other Goldman Sachs
Funds (
e.g.
, Goldman Sachs Asset Allocation Portfolios).
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Redemptions of shares held through discretionary
wrap programs or models programs that utilize a regularly
scheduled automatic rebalancing of assets and have provided GSAM
with certain representations regarding operating policies and
standards.
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Redemptions of shares involving transactions
other than participant initiated exchanges from retirement plans
and accounts maintained under 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. 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.
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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.
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Redemptions of shares where the Fund is made
available as an underlying investment in certain group annuity
contracts.
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44
SHAREHOLDER GUIDE
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Redemption of shares that are issued as part of
an investment company reorganization to which a Goldman Sachs
Fund is a party.
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Redemptions of shares representing seed
capital investments by Goldman Sachs or its affiliates.
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Redemptions of shares held through an employee
benefit plan using the Fund as part of a qualified default
investment alternative or QDIA.
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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.
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In addition to the circumstances noted above, the
Trust reserves the right to grant additional exceptions based on
such factors as system limitations, operational limitations,
contractual limitations and further guidance from the SEC or
other regulators.
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Because Class R and Class IR Shares are
held through omnibus arrangements monitored by Authorized
Dealers and other financial intermediaries, the Trust relies on
the financial intermediary to assess the redemption fee on
underlying shareholder accounts. The application of redemption
fees and exemptions may vary and certain financial
intermediaries may not apply the exceptions listed above. If you
invest through a financial intermediary, please contact your
financial intermediary for more information regarding when
redemption fees will be applied to the redemption of your shares.
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WHAT SHOULD I
KNOW ABOUT EXCHANGING SHARES?
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You may exchange Class R and IR Class Shares
of a Goldman Sachs Fund at NAV for certain shares of another
Goldman Sachs Fund. Redemptions of shares (including by
exchange) of the International Real Estate Securities Fund and
Commodity Strategy Fund that are held for 30 days or less
(60 days or less with respect to the Goldman Sachs High
Yield and High Yield Municipal Funds) may, however, be subject
to a redemption fee as described above under What Do I
Need To Know About The Redemption Fee? The exchange
privilege may be materially modified or withdrawn at any time
upon 60 days written notice to you.
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45
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You should keep in mind the following factors
when making or considering an exchange:
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange. You should be aware that not all Goldman
Sachs Funds may offer Class R and Class IR Shares.
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Currently, the Funds do not impose any charge for
exchanges, although the Funds may impose a charge in the future.
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The exchanged shares may later be exchanged for
shares of the same class of the original Fund at the next
determined NAV.
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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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Exchanges are available only in states where
exchanges may be legally made.
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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Exchanges within Retirement Plan accounts will
not result in capital gains or loss for federal or state income
tax purposes. You should consult your tax adviser concerning the
tax consequences of an exchange.
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What
Types Of Reports Will I Be Sent Regarding My
Investment?
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The types of Reports you will be receiving
depends on the related arrangements in effect with respect to
your Retirement Plan.
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DISTRIBUTION
SERVICES AND FEES
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What
Are The Different Distribution And Service Fees Paid By
Class R Shares?
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The Trust has adopted a distribution and service
plan (the Plan) under which Class R Shares bear
distribution and service fees paid to Goldman Sachs and
Authorized Dealers. These financial intermediaries seek
distribution and/or servicing fee revenues to, among other
things, offset the cost of servicing small and medium sized plan
investors and providing information about the Funds. If the fees
received by Goldman Sachs pursuant to the Plan exceed its
expenses, Goldman Sachs may realize a profit from these
arrangements. Goldman Sachs generally pays the distribution and
service fees on a quarterly basis.
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46
SHAREHOLDER GUIDE
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Under the Plan, Goldman Sachs is entitled to a
monthly fee from each Fund for distribution services equal, on
an annual basis, to 0.50% of the Funds average daily net
assets attributed to Class R Shares. Because these fees are
paid out of the Funds assets on an ongoing basis, over
time, these fees will increase the cost of your investment and
may cost you more than paying other types of such charges.
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The distribution fees are subject to the
requirements of Rule 12b-1 under the Investment Company
Act, and may be used (among other things) for:
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Compensation paid to and expenses incurred by
Authorized Dealers, Goldman Sachs and their respective officers,
employees and sales representatives;
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Commissions paid to Authorized Dealers;
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Allocable overhead;
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Telephone and travel expenses;
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Interest and other costs associated with the
financing of such compensation and expenses;
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Printing of prospectuses for prospective
shareholders;
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Preparation and distribution of sales literature
or advertising of any type; and
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All other expenses incurred in connection with
activities primarily intended to result in the sale of
Class R Shares.
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Goldman Sachs normally begins accruing the annual
0.50% distribution fee for the Class R Shares as an ongoing
commission to Authorized Dealers immediately. Goldman Sachs
generally pays the distribution fee on a quarterly basis.
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RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to a Fund. In
making this
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47
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judgment, trades executed in multiple accounts
under common ownership or control may be considered together to
the extent they can be identified. No waivers of the provisions
of the policy established to detect and deter market-timing and
other excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interests
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
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To deter excessive shareholder trading, the
International Real Estate Securities Fund, the Commodity
Strategy Fund and certain other Goldman Sachs Funds (which are
offered in separate prospectuses) impose a redemption fee on
redemptions made within 30 days of purchase (60 days
of purchase with respect to the Goldman Sachs High Yield Fund
and High Yield Municipal Fund) subject to certain exceptions.
See Shareholder Guide What Do I Need To Know
About The Redemption Fee? for more information about the
redemption fee, including transactions and certain omnibus
accounts to which the redemption fee does not apply. As a
further deterrent to excessive trading, many foreign equity
securities held by the Funds are priced by an independent
pricing service using fair valuation. For more information on
fair valuation, please see Shareholder GuideWhat
Else Should I Know About Class R And Class IR Share
Purchases And Redemptions?
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Pursuant to the policy adopted by the Board of
Trustees of the Trust, Goldman Sachs has developed criteria that
it uses to identify trading activity that may be excessive.
Goldman Sachs reviews on a regular, periodic basis available
information relating to the trading activity in the Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Class R and Class IR Shares of the
Funds are held through omnibus arrangements maintained by
Authorized Dealers and other financial intermediaries. Omnibus
accounts include multiple investors and such accounts typically
provide the Funds with a net purchase or redemption request on
any given day where the purchases and redemptions of Fund shares
by the investors are netted against one another. The identity of
individual investors whose purchase and redemption orders are
aggregated are ordinarily not tracked by the Funds on a regular
basis. A number of
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48
SHAREHOLDER GUIDE
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these financial intermediaries may not have the
capability or may not be willing to apply the Funds
market-timing policies or any applicable redemption fee. While
Goldman Sachs may monitor share turnover at the omnibus account
level, a Funds ability to monitor and detect market-timing
by shareholders or apply any applicable redemption fee in these
omnibus accounts may be limited in certain circumstances, and
certain of these financial 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 Funds and Goldman Sachs will be able to
identify all those who trade excessively or employ a
market-timing strategy, and curtail their trading in every
instance. If necessary, the Trust may prohibit additional
purchases of Fund shares by a financial intermediary or by
certain of the financial intermediarys customers.
Financial intermediaries may also monitor their customers
trading activities in the Funds. The criteria used by financial
intermediaries to monitor for excessive trading may differ from
the criteria used by the Funds. If a financial intermediary
fails to 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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49
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Taxation
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As with any investment, you should consider how
your investment in the Funds will be taxed. The tax information
below is provided as general information. More tax information
is available in the SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Funds.
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DISTRIBUTIONS,
SALES AND EXCHANGES
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Each of the Funds will distribute all or
substantially all of its net investment income and net capital
gains to its shareholders each year. It is not expected that the
Funds will be taxed on amounts they distribute.
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Retirement Plans will receive an annual statement
summarizing their dividend and capital gains distributions.
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Because investors invest through tax-deferred
accounts, such as a Retirement Plan, they generally will not
have to pay tax on dividends until they are distributed from the
account. These accounts are subject to complex tax rules, and
each Retirement Plan and plan participant should consult their
tax advisers about investment through a tax-deferred account.
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Exchanges within Retirement Plans accounts will
not result in capital gains or loss for federal or state income
tax purposes.
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As with all mutual funds, a Fund may be required
to withhold U.S. federal income tax at the current rate of 28%
of all taxable distributions payable to an investor that fails
to provide the Fund with the correct taxpayer identification
number or to make required certifications, or if the investor
has been notified by the IRS that it is subject to backup
withholding. Backup withholding is not an additional tax;
rather, it is a way in which the IRS ensures it will collect
taxes otherwise due. Any amounts withheld may be credited
against the investors U.S. federal income tax
liability.
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50
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Appendix A
Additional Information on Portfolio
Risks, Securities and Techniques
|
A. General
Portfolio Risks
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The Funds will be subject to the risks associated
with equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that a Fund holds
may decline over short or extended periods. The stock markets
tend to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline. This volatility
means that the value of your investment in the Funds may
increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that a Fund invests in fixed income
securities, that Fund will also be subject to the risks
associated with its fixed income securities. These risks include
interest rate risk, credit/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 an issuer or guarantor could default on
its obligations, and a Fund will not recover its investment.
Call risk and extension risk are normally present in
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result in losses to
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51
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investors. The same would be true of asset-backed
securities such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for a Fund. A high rate of portfolio turnover (100% or
more) involves correspondingly greater expenses which must be
borne by a Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of a
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Funds, including their
associated risks. Additional information is provided in the 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 a Funds investment
objective, you should consider whether that Fund remains an
appropriate investment in light of your then current financial
position and needs.
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Risks of Initial Public Offerings.
Real Estate Securities and
International Real Estate Securities Funds may invest in IPOs.
An IPO is a companys first offering of stock to the
public. IPO risk is the risk that the market value of IPO shares
will fluctuate considerably due to factors such as the absence
of a prior public market, unseasoned trading, the small number
of shares available for trading and limited information about
the issuer. The purchase of IPO shares may involve high
transaction costs. IPO shares are subject to market risk and
liquidity risk. When a Funds asset base is small, a
significant portion of the Funds performance could be
attributable to investments in IPOs, because such investments
would have a magnified impact on the Fund. As the Funds
assets grow, the effect of the Funds investments in IPOs
on the Funds performance probably will decline, which
could reduce the Funds performance. Because of the price
volatility of IPO shares, a Fund may choose to hold IPO shares
for a very short period of time. This may increase the turnover
of the Funds portfolio and may lead to increased expenses
to the Fund, such as commissions and transaction costs. By
selling IPO shares, the Fund may realize taxable gains it will
subsequently distribute to shareholders. In
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52
APPENDIX A
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addition, the market for IPO shares can be
speculative and/or inactive for extended periods of time. There
is no assurance that a Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available
for trading in some IPOs may make it more difficult for a Fund
to buy or sell significant amounts of shares without an
unfavorable impact on prevailing prices. Investors in IPO shares
can be affected by substantial dilution in the value of their
shares, by sales of additional shares and by concentration of
control in existing management and principal shareholders.
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Funds may, to the extent
consistent with their respective investment policies, invest in
small and mid-capitalization companies and REITs. Investments in
small and mid-capitalization companies and REITs involve greater
risk and portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be thinly traded and may have to be sold
at a discount from current market prices or in small lots over
an extended period of time. In addition, these securities are
subject to the risk that during certain periods the liquidity of
particular issuers or industries, or all securities in
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic or
market conditions, or adverse investor perceptions whether or
not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a
substantial drop in price. Small and mid-capitalization
companies and REITs include unseasoned issuers that
do not have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may require substantial additional capital to
support their operations, to finance expansion or to maintain
their competitive position; and may have substantial borrowings
or may otherwise have a weak financial condition. In addition,
these companies may face intense competition, including
competition from companies with greater financial resources,
more extensive development, manufacturing, marketing, and other
capabilities, and a larger number of qualified managerial and
technical personnel. Transaction costs for these investments are
often higher than those of larger capitalization companies.
Investments in small and mid-capitaliza-
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53
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tion companies and REITs may be more difficult to
price precisely than other types of securities because of their
characteristics and lower trading volumes.
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Risks of Foreign Investments.
The Funds may make foreign
investments. Foreign investments involve special risks that are
not typically associated with U.S. dollar denominated or quoted
securities of U.S. issuers. Foreign investments may be affected
by changes in currency rates, changes in foreign or U.S. laws or
restrictions applicable to such investments and changes in
exchange control regulations (
e.g.
, currency blockage). A
decline in the exchange rate of the currency (
i.e.
,
weakening of the currency against the U.S. dollar) in which a
portfolio security is quoted or denominated relative to the U.S.
dollar would reduce the value of the portfolio security. In
addition, if the currency in which a Fund receives dividends,
interest or other payments declines in value against the U.S.
dollar before such income is distributed as dividends to
shareholders or converted to U.S. dollars, the Fund may have to
sell portfolio securities to obtain sufficient cash to pay such
dividends.
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of a Funds assets in one or a
few countries and currencies will subject a Fund to greater
risks than if a Funds assets were not geographically
concentrated.
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54
APPENDIX A
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Investment in sovereign debt obligations by a
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn a 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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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not
necessarily quoted in the same currency as the underlying
security.
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Risks of Emerging Countries.
The International Real Estate
Securities Fund and Commodity Strategy Fund may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in the Asia, Africa, Eastern Europe and Central and South
America. A 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
a Fund, the Investment Adviser, its affiliates and their
respective clients and other service providers. A Fund may not
be able to sell securities in circumstances where price, trading
or settlement volume limitations have been reached.
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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
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55
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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 a Fund. The repatriation
of both investment income and capital from certain emerging
countries is subject to restrictions such as the need for
governmental consents. In situations where a country restricts
direct investment in securities (which may occur in certain
Asian and other countries), a Fund may invest in such countries
through other investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social 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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56
APPENDIX A
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A Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return to a 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 a 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 a Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
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 a Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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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 a 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). A 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, a Fund may incur losses
because it will be required to effect sales at a disadvantageous
time and only then at a substantial drop in price. Investments
in emerging countries may be more difficult to value precisely
because of the characteristics discussed above and lower trading
volumes.
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A Funds use of foreign currency management
techniques in emerging countries may be limited. The Investment
Adviser anticipates that a significant portion of the
Funds currency exposure in emerging countries may not be
covered by these techniques.
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Risks of Derivative Investments.
The International Real Estate
Securities Fund and Commodity Strategy Fund may invest in
derivative instruments including without limitation, options,
futures, swaps, interest rate caps, floors, collars and swaps,
structured securities and forward contracts and other
derivatives relating to foreign currency transactions.
Investments in derivative instruments may be both for hedging
and nonhedging purposes (that is, to seek to increase total
return),
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57
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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 nonhedging purposes is considered
a speculative practice and presents even greater risk
of loss.
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Risk of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the reference asset
or other factors. The gross returns to be paid or
swapped between the parties are generally calculated
with respect to a notional amount, for example, the
increase or decrease in value of a particular dollar amount
invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
amount, if any, by which that notional amount would have
decreased in value had it been invested in such stock.
Therefore, in this case the return to the Fund on the equity
swap should be the gain or loss on the notional amount plus
dividends on the stock less the interest paid by the Fund on the
notional amount. In other cases, when the Fund takes a short
position, a counterparty may agree to pay the Fund the amount,
if any, by which the notional amount of the equity swap would
have decreased in value had the Fund sold a particular stock (or
group of stocks) short, less the dividend expense that the Fund
would have paid on the stock, as adjusted for interest payments
or other economic factors.
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58
APPENDIX A
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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Risks of Illiquid Securities.
Each Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain stripped mortgage-backed securities
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n
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
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Certain structured securities and swap
transactions
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n
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Certain restricted securities, unless it is
determined, based upon a review of the trading markets for a
specific restricted security, that such restricted security is
liquid because it is so-called 4(2) commercial paper
or is otherwise eligible for resale pursuant to Rule 144A
under the Securities Act of 1933
(144A Securities).
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Investing in 144A Securities may decrease the
liquidity of a Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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Securities purchased by the Funds, 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
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59
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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 a 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
a 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 a 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
Guide How to Buy Shares How Are Shares Priced?.
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Credit/Default Risks.
Debt securities purchased by the
Funds may include securities (including zero coupon bonds)
issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
government, 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 Baa or higher by Moodys
Investors Service, Inc. (Moodys) or having a
comparable rating by another NRSRO are considered
investment grade. Securities rated BBB or Baa
are considered medium-grade obligations with speculative
characteristics, and adverse economic conditions or changing
circumstances may weaken their issuers capacity to pay
interest and repay principal. A security will be deemed to have
met a rating requirement if it receives the minimum required
rating from at least one such rating organization even though it
has been rated below the minimum rating by one or more other
rating organizations, or if unrated by such rating
organizations, the security is determined by the Investment
Adviser to be of comparable credit quality. A security satisfies
a 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 a Funds minimum rating requirement at
the time of purchase and is subsequently downgraded below that
rating, the Fund
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60
APPENDIX A
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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 a Fund and its shareholders.
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The Funds may invest in fixed income securities
rated BB or Ba or below (or comparable unrated securities) which
are commonly referred to as junk bonds. Junk bonds
are considered predominantly speculative and may be questionable
as to principal and interest payments.
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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 a
Funds portfolio is downgraded by a rating organization,
the market price and liquidity of such security may be adversely
affected.
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Temporary Investment Risks.
The Funds 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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Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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n
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Certificates of deposit
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n
|
Bankers acceptances
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n
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Repurchase agreements
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n
|
Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
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n
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Cash items
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When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of a Funds shares. Redemptions by these funds,
accounts or individuals of their holdings in a Fund may impact
the Funds liquidity and NAV. These redemptions may also
force a Fund to sell securities, which may negatively impact the
Funds brokerage and tax costs.
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61
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 Funds, including their associated risks.
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The Funds 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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Convertible Securities.
The Funds may invest in
convertible securities. Convertible securities are preferred
stock or debt obligations that are convertible into common
stock. Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. Convertible securities in which a Fund invests are
subject to the same rating criteria as its other investments in
fixed income securities. Convertible securities have both equity
and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security
exceeds the conversion price of the convertible security, the
convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed
income security, tends to trade increasingly on a yield basis,
and thus may not decline in price to the same extent as the
underlying common stock.
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Foreign Currency Transactions.
The Funds may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract. A Fund may engage in foreign currency transactions
for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. In addition,
certain Funds may enter into foreign currency transactions to
seek a closer correlation between the Funds overall
currency exposures and the currency exposures of the Funds
performance benchmark. Certain Funds may also enter into such
transactions to seek to increase total return, which is
considered a speculative practice.
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Some Funds may also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. A Fund may
hold foreign currency received in connection with investments
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62
APPENDIX A
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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, a Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive a Fund of unrealized profits, transaction
costs or the benefits of a currency hedge or could force the
Fund to cover its purchase or sale commitments, if any, at the
current market price.
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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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Duration.
The
Commodity Strategy Funds duration approximates its price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
duration of three years may be expected to rise approximately
three percent and the price of a bond with a five year duration
may be expected to rise approximately five percent. The converse
is also true. Suppose interest rates in one day rise by one
percent which, in turn, causes yields on every bond in the
market to rise by the same amount. In this second example, the
price of a bond with a duration of three years may be expected
to fall approximately three percent and the price of a bond with
a five year duration may be expected to fall approximately five
percent. The longer the duration of a bond, the more sensitive
the bonds price is to changes in interest rates. Maturity
measures the time until final payment is due; it takes no
account of the pattern of a securitys cash flows over
time. In calculating maturity, a 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
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63
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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 Investment Adviser may
use futures contracts, options on futures contracts and swaps to
manage the Funds target duration in accordance with its
benchmark. 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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The Investment Adviser uses derivative
instruments, among other things, to manage the durations of the
Commodity Strategy Funds investment portfolio. These
derivative instruments include financial futures contracts and
swap transactions, as well as other types of derivatives, and
can be used to shorten and lengthen the duration of the Fund.
The Funds investments in derivative instruments, including
financial futures contracts and swaps, can be significant. These
transactions can result in sizeable realized and unrealized
capital gains and losses relative to the gains and losses from
the Funds investments in bonds and other securities.
Short-term and long-term realized capital gains distributions
paid by the Fund are taxable to its shareholders.
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Interest rates, fixed income securities prices,
the prices of futures and other derivatives, and currency
exchange rates can be volatile, and a variance in the degree of
volatility or in the direction of the market from the Investment
Advisers expectations may produce significant losses in
the Commodity Strategy 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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Financial futures contracts used by the Commodity
Strategy Fund include interest rate futures contracts including,
among others, Eurodollar futures contracts. Eurodollar futures
contracts are U.S. dollar-denominated futures contracts that are
based on the implied forward London Interbank Offered Rate
(LIBOR) of a three-month deposit. Further information is
included in this Prospectus regarding futures contracts, swaps
and other derivative instruments used by the Fund, including
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64
APPENDIX A
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information on the risks presented by these
instruments and other purposes for which they may be used by the
Fund.
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Credit Ratings.
The Commodity Strategy Fund also
has credit rating requirements for the securities it buys. 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
action, including the sale of such security, is in the best
interests of the Fund and its shareholders.
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The Commodity Strategy Fund may invest in credit
default swaps, which are derivative investments. When the Fund
sells a credit default swap (commonly known as selling
protection), the Fund may be required to pay the notional
value of the credit default swap on a specified security
(or group of securities) if the security defaults. The Fund will
be the seller of a credit default swap only when the credit of
the security 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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Commodity-Linked Securities.
The Commodity Strategy Fund may
seek to provide exposure to the investment returns of real
assets that trade in the commodity markets through investments
in commodity-linked derivative securities, which are designed to
provide this exposure without direct investment in physical
commodities or commodities futures contracts. Real assets are
assets such as oil, gas, industrial and precious metals,
livestock, and agricultural or meat products, or other items
that have tangible properties, as compared to stocks or bonds,
which are financial instruments. In choosing investments, the
Investment Adviser seeks to provide exposure to various
commodities and commodity sectors. The value of commodity-linked
derivative securities may be affected by a variety of factors,
including, but not limited to, overall market movements and
other factors affecting the value of particular industries or
commodities, such as weather, disease, embargoes, acts of war or
terrorism, or political and regulatory developments.
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65
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The prices of commodity-linked derivative
securities may move in different directions than investments in
traditional equity and debt securities when the value of those
traditional securities is declining due to adverse economic
conditions. As an example, during periods of rising inflation,
debt securities have historically tended to decline in value due
to the general increase in prevailing interest rates.
Conversely, during those same periods of rising inflation, the
prices of certain commodities, such as oil and metals, have
historically tended to increase. Of course, there cannot be any
guarantee that these investments will perform in that manner in
the future, and at certain times the price movements of
commodity-linked instruments have been parallel to those of debt
and equity securities. Commodities have historically tended to
increase and decrease in value during different parts of the
business cycle than financial assets. Nevertheless, at various
times, commodities prices may move in tandem with the prices of
financial assets and thus may not provide overall portfolio
diversification benefits. Under favorable economic conditions,
the Commodity Strategy Funds investments may be expected
to underperform an investment in traditional securities. Over
the long term, the returns on the Funds investments are
expected to exhibit low or negative correlation with stocks and
bonds.
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The Investment Advisor generally intends to
invest in commodity-linked investments whose returns are linked
to the GSCI. However, the Commodity Strategy Fund is not an
index fund and the Investment Adviser may make allocations that
differ from the weightings in the GSCI.
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Structured Securities.
The Funds 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
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66
APPENDIX A
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deemed to be investment companies as defined in
the Investment Company Act. As a result, a 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, equity linked notes. Any equity linked note is a
note whose performance is tied to a single stock, a stock index
or a basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked notes will be considered equity securities
for purposes of the Funds investment objective and
policies.
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Structured securities also 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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Structured securities also include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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67
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REITs.
The
Funds may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable
income tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these risks may be heightened. A Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period.
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A call option gives the purchaser of the option
the right to buy, and the writer (seller) of the option the
obligation to sell, the underlying instrument during the option
period. Each Fund may write (sell) covered call and put options
and purchase put and call options on any securities in which the
Fund may invest or on any securities index consisting of
securities in which it may invest. A Fund may also, to the
extent consistent with its investment policies, purchase and
sell (write) put and call options on foreign currencies.
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase a
Funds transaction costs. Options written or purchased by
the Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing an option, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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68
APPENDIX A
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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 Funds may engage in
futures transactions on both U.S. and foreign exchanges.
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The Funds may purchase and sell futures
contracts, and purchase and write call and put options on
futures contracts, in order to seek to increase total return or
to hedge against changes in interest rates, securities prices
or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage its term structure,
sector selections and duration in accordance with its investment
objective and policies. Each Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of each Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act, and therefore
is not subject to registration or regulation as a pool operator
under that Act with respect to the Funds.
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Futures contracts and related options present the
following risks:
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While a Fund may benefit from the use of futures
and options on futures, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in
poorer overall performance than if the Fund had not entered into
any futures contracts or options transactions.
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n
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and a Fund may be exposed to additional risk of
loss.
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n
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The loss incurred by a Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of a 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 a Fund.
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69
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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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A Fund must set aside liquid assets,
or engage in other appropriate measures to cover
open positions with respect to its transactions in futures
contracts and options on futures contracts. In the case of
futures contracts that do not cash settle, for example, a 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, a 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. Each
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, a 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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Equity Swaps.
The Funds may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by a Fund to invest in
a market without owning or taking physical custody of securities
in circumstances in which direct investment may be restricted
for legal reasons or is otherwise deemed impractical or
disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that the Investment Adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, a Fund
may suffer a loss, which may be substantial. The value of some
components of an equity swap (such as the dividends on a common
stock) may also be sensitive to changes in interest rates.
Furthermore, a Fund may suffer a loss if the counterparty
defaults. Because equity swaps are normally illiquid, a Fund may
be unable to terminate its obligations when desired. When
entering into swap contracts, a Fund must set aside
liquid assets, or engage in other appropriate measures to
cover its obligation under the swap contract.
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When-Issued Securities and Forward
Commitments.
The Funds 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 and
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70
APPENDIX A
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yield to the Fund at the time of entering into
the transaction. A forward commitment involves the entering into
a contract to purchase or sell securities for a fixed price at a
future date beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although a Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, a Fund may dispose of when-issued securities
or forward commitments prior to settlement if the Investment
Adviser deems it appropriate. 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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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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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If the other party or seller
defaults, a Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with delay and enforcement
of the repurchase agreement. In addition, in the event of
bankruptcy of the seller, a Fund could suffer additional losses
if a court determines that the Funds interest in the
collateral is not enforceable.
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Certain Funds, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
The Funds may engage in securities
lending. Securities lending involves the lending of securities
owned by a Fund to financial institutions such as certain
broker-dealers including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loan
continuously with cash, cash equivalents, U.S. government
securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by a Fund in short-term investments, including
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.
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71
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To the extent that cash collateral is so
invested, such collateral will be subject to market depreciation
or appreciation, and a Fund will be responsible for any loss
that might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of a Fund
(including the loan collateral). Loan collateral (including any
investment of the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed income securities and cash equivalents.
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A Fund may lend its securities to increase its
income. A Fund may, however, experience delay in the recovery of
its securities or incur a loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Short Sales Against-the-Box.
The Funds may make short sales
against-the-box. A short sale against-the-box means that at all
times when a short position is open the Fund will own an equal
amount of securities sold short, or securities convertible into
or exchangeable for, without payment of any further
consideration, an equal amount of the securities of the same
issuer as the securities sold short.
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Preferred Stock, Warrants and Rights.
The Funds may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the issuers earnings and assets before common stock
owners but after bond owners. Unlike debt securities, the
obligations of an issuer of preferred stock, including dividend
and other payment obligations, may not typically be accelerated
by the holders of such preferred stock on the occurrence of an
event of default or other non-compliance by the issuer of the
preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Other Investment Companies.
The Funds 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
any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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
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72
APPENDIX A
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limitations, subject to certain conditions and
pursuant to a contractual arrangement between the ETFs and the
investing funds. A Fund may rely on these exemptive orders to
invest in unaffiliated ETFs.
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The use of ETFs is intended to help a 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
NAV; (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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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, a 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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A Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. Although the Funds do not expect to
do so in the foreseeable future, each Fund is authorized to
invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the
same investment objective, policies and fundamental restrictions
as the Fund.
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Unseasoned Companies.
The Funds may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest
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73
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and repay principal. Each Fund may invest in
corporate debt obligations issued by U.S. and certain non-U.S.
issuers which issue securities denominated in the
U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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Bank Obligations.
The Funds may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
government regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important
part in the operation of this industry.
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U.S. Government Securities.
The Funds 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 Funds may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which a Fund may invest. The custodial receipts or
trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other
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74
APPENDIX A
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issuer of the securities held by the custodian or
trustee. If for tax purposes a Fund is not considered to be the
owner of the underlying securities held in the custodial or
trust account, the Fund may suffer adverse tax consequences. As
a holder of custodial receipts and trust certificates, a Fund
will bear its proportionate share of the fees and expenses
charged to the custodial account or trust. Each Fund may also
invest in separately issued interests in custodial receipts and
trust certificates.
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Floating and Variable Rate
Obligations.
The Commodity
Strategy 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 of 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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|
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|
Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
The Commodity Strategy 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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|
|
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|
Municipal
Securities.
The Commodity Strategy
Fund may invest in securities and instruments issued by state
and local government issuers. Municipal securities in which the
Fund may invest consist of bonds, notes, commercial paper and
other instruments (including participating interests in such
securities) issued by or on behalf of states, territories and
possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or
instrumentalities. Such securities may pay fixed, variable or
floating rates of interest. Municipal securities are often
issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as
bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Other public
purposes for which municipal securities may be issued include
refunding outstanding obligations, obtaining funds for general
operating expenses, and obtaining funds to lend to other public
institutions and facilities. Municipal
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75
|
|
|
|
securities in which the Fund may invest include
private activity bonds, municipal leases, certificates of
participation, pre-funded municipal securities and auction rate
securities. Dividends paid by the Fund based on investments in
municipal securities will be taxable.
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|
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|
Mortgage-Backed Securities.
The Funds may invest in
mortgage-backed securities. Mortgage-backed securities represent
direct or indirect participations in, or are collateralized by
and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate
mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity.
Privately issued mortgage-backed securities are normally
structured with one or more types of credit
enhancement. However, these mortgage-backed securities
typically do not have the same credit standing as U.S.
government guaranteed mortgage-backed securities.
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|
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|
Mortgage-backed securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs) and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment and
invests in certain mortgages principally secured by interests in
real property and other permitted investments. CMOs provide an
investor with a specified interest in the cash flow from a pool
of underlying mortgages or of other mortgage-backed securities.
CMOs are issued in multiple classes each with a specified fixed
or floating interest rate and a final scheduled distribution
rate. In many cases, payments of principal are applied to the
CMO classes in the order of their respective stated maturities,
so that no principal payments will be made on a CMO class until
all other classes having an earlier stated maturity date are
paid in full.
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|
|
Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of mortgage-related obligations, and under certain
interest rate and payment scenarios, a Fund may fail to recoup
fully its investment in certain of these securities regardless
of their credit quality.
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|
|
Mortgaged-backed securities also include stripped
mortgage-backed securities (SMBS), which are
derivative multiple class mortgage-backed securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from
|
76
APPENDIX A
|
|
|
mortgage loans are generally higher than
prevailing market yields on other mortgage-backed securities
because their cash flow patterns are more volatile and there is
a greater risk that the initial investment will not be fully
recouped.
|
|
|
|
Asset-Backed Securities.
The Funds may invest in
asset-backed securities. Asset-backed securities are securities
whose principal and interest payments are collateralized by
pools of assets such as auto loans, credit card receivables,
leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be
expected to accelerate. Accordingly, a 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, a Fund will be unable to
possess and sell the underlying collateral and that a
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, a Fund may suffer a loss if it cannot sell collateral
quickly and receive the amount it is owed. 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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|
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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
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77
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|
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. 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, a Funds ability to achieve its
investment objective may depend to a greater extent on the
Investment Advisers judgment concerning the
creditworthiness of issuers than funds which invest in
higher-rated securities. Issuers of non-investment grade fixed
income securities may not be able to make use of more
traditional methods of financing and their ability to service
debt obligations may be affected more adversely than issuers of
higher-rated securities by economic downturns, specific
corporate or financial developments or the issuers
inability to meet specific projected business forecasts.
Negative publicity about the junk bond market and investor
perceptions regarding lower rated securities, whether or not
based on fundamental analysis, may depress the prices for such
securities.
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|
|
|
|
A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities. Investment by a
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 a Fund of its initial investment and any
anticipated income or appreciation is uncertain.
|
|
|
|
|
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 a 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 a Funds ability to dispose of particular
portfolio investments. A
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|
78
APPENDIX A
|
|
|
|
less liquid secondary market also may make it
more difficult for a 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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|
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|
Borrowings.
The Funds can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
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|
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|
|
Mortgage Dollar Rolls.
The Funds may enter into mortgage
dollar rolls. A mortgage dollar roll involves the sale by a Fund
of securities for delivery in the current month. The Fund
simultaneously contracts with the same counterparty to
repurchase substantially similar (same type, coupon and
maturity) but not identical securities on a specified future
date. During the roll period, the Fund loses the right to
receive principal and interest paid on the securities sold.
However, the Fund benefits to the extent of any difference
between (a) the price received for the securities sold and
(b) the lower forward price for the future purchase and/or
fee income plus the interest earned on the cash proceeds of the
securities sold. Unless the benefits of a mortgage dollar roll
exceed the income, capital appreciation and gain or loss due to
mortgage prepayments that would have been realized on the
securities sold as part of the roll, the use of this technique
will diminish the Funds performance.
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|
|
|
|
Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, a Fund may experience a
loss. The Funds do not currently intend to enter into mortgage
dollar rolls for financing and do not treat them as borrowings.
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|
|
|
|
Yield Curve Options.
The Funds may enter into options
on the yield spread or differential between two
securities. Such transactions are referred to as yield
curve options. In contrast to other types of options, a
yield curve option is based on the difference between the yields
of designated securities, rather than the prices of the
individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case
|
|
79
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|
|
of a call) or narrows (in the case of a put),
regardless of whether the yields of the underlying securities
increase or decrease.
|
|
|
The trading of yield curve options is subject to
all of the risks associated with the trading of other types of
options. In addition, such options present a risk of loss even
if the yield on an underlying security remains constant, or if
the spread moves in a direction or to an extent which was not
anticipated.
|
|
|
Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit 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 a Fund the
right to receive the appreciation in the value of a specified
security, index or other instrument in return for a fee paid to
the counterparty, which will typically be an agreed upon
interest rate. If the underlying asset in a total return swap
declines in value over the term of the swap, the Fund may also
be required to pay the dollar value of that decline to the
counterparty. Certain Funds may also purchase and write (sell)
options contracts on swaps, commonly referred to as swaptions. A
swaption is an option to enter into a swap agreement. Like other
types of options, the buyer of a swaption pays a non-refundable
premium for the option and obtains the right, but not the
obligation, to enter into an underlying swap on agreed-upon
terms. The seller of a swaption, in exchange for the premium,
becomes obligated (if the option is exercised) to enter into an
underlying swap on agreed-upon terms. The purchase of an
interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to
receive payment of interest on a notional principal amount from
the party selling such interest rate cap. The purchase of an
interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from
the party selling the interest rate floor. An interest rate
collar is the combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates.
|
80
APPENDIX A
|
|
|
|
The Funds may enter into the transactions
described above for hedging purposes or to seek to increase
total return. As an example, when a 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 a 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. A Fund will be the seller of a credit default swap only
when the credit of the underlying asset is deemed by the
Investment Adviser to meet the Funds minimum credit
criteria at the time the swap is first entered into.
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|
|
|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
|
|
|
Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher the degree of leverage of an
inverse floater, the greater the volatility of its market value.
|
81
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|
|
Appendix B
Financial Highlights
|
|
|
|
The financial highlights tables are intended to
help you understand a Funds financial performance since
the inception of Class R and Class IR Shares. Certain
information reflects financial results for a single Fund share.
The total returns in the table represent the rate that an
investor would have earned or lost on an investment in a Fund
(assuming reinvestment of all dividends and distributions). The
information for the Funds has been audited by
PricewaterhouseCoopers LLP, whose report, along with a
Funds financial statements, is included in a Funds
annual report (available upon request).
|
|
GOLDMAN SACHS SELECT
SATELLITE FUND
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
Class R Shares
|
|
|
|
|
|
Period Ended
|
|
|
December 31, 2007
|
|
|
(commenced
|
|
|
November 30, 2007)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
19.47
|
|
|
|
|
|
|
Loss from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.11
|
)
|
|
|
|
|
Net realized and
unrealized loss
|
|
|
(0.72
|
)
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.83
|
)
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
15.50
|
|
|
|
|
|
|
Total return
b
|
|
|
(4.69
|
)%
|
|
|
|
|
Net assets, end of period
(in 000s)
|
|
$
|
10
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.69
|
%
c
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.52
|
)%
d
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.73
|
%
c
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.56
|
)%
d
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
See page 82 for all footnotes.
82
APPENDIX B
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
Class IR Shares
|
|
|
|
|
|
Period Ended
|
|
|
December 31, 2007
|
|
|
(commenced
|
|
|
November 30, 2007)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
19.47
|
|
|
|
|
|
|
Loss from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.11
|
)
|
|
|
|
|
Net realized and
unrealized loss
|
|
|
(0.72
|
)
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.83
|
)
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
15.50
|
|
|
|
|
|
|
Total return
b
|
|
|
(4.69
|
)%
|
|
|
|
|
Net assets, end of period
(in 000s)
|
|
$
|
10
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.19
|
%
c
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.48
|
)%
d
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.23
|
%
c
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.52
|
)%
d
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
See page 82 for all footnotes.
83
|
|
|
|
|
|
|
|
International
|
|
|
Real Estate Securities
|
|
|
Class IR Shares
|
|
|
|
|
|
Period Ended
|
|
|
December 31, 2007
|
|
|
(commenced
|
|
|
November 30, 2007)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
12.40
|
|
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.03
|
|
|
|
|
|
Net realized and
unrealized loss
|
|
|
(0.77
|
)
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.74
|
)
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.81
|
)
|
|
|
|
|
From net realized gains
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.85
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
10.81
|
|
|
|
|
|
|
Total return
b
|
|
|
(6.20
|
)%
|
|
|
|
|
Net assets, end of period
(in 000s)
|
|
$
|
9
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.29
|
%
c
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.23
|
)%
d
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.33
|
%
c
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.19
|
)%
d
|
|
|
|
|
Portfolio turnover rate
|
|
|
86
|
%
|
|
See page 82 for all footnotes.
84
APPENDIX B
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
Class R Shares
|
|
|
|
|
|
Period Ended
|
|
|
December 31, 2007
|
|
|
(commenced
|
|
|
November 30, 2007)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
11.62
|
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.02
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
0.64
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
0.66
|
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.07
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
12.21
|
|
|
|
|
|
|
Total return
b
|
|
|
5.67
|
%
|
|
|
|
|
Net assets, end of period
(in 000s)
|
|
$
|
11
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.17
|
%
c
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.08
|
%
d
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.33
|
%
c
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.92
|
%
d
|
Portfolio turnover rate
|
|
|
83
|
%
|
|
See page 82 for all footnotes.
85
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
Class IR Shares
|
|
|
|
|
|
Period Ended
|
|
|
December 31, 2007
|
|
|
(commenced
|
|
|
November 30, 2007)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
11.62
|
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.03
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
0.63
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
0.66
|
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.07
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
12.21
|
|
|
|
|
|
|
Total return
b
|
|
|
5.71
|
%
|
|
|
|
|
Net assets, end of period
(in 000s)
|
|
$
|
11
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
0.67
|
%
c
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.56
|
%
d
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
0.83
|
%
c
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.40
|
%
d
|
Portfolio turnover rate
|
|
|
83
|
%
|
|
See page 82 for all footnotes.
86
APPENDIX B
Footnotes:
|
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
|
|
b
|
|
Assumes investment at the net asset value at
the beginning of the period, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Total returns for
periods less than one full year are not annualized. Returns do
not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or the redemption of Fund
shares.
|
|
|
c
|
|
Annualized.
|
|
|
d
|
|
The ratio is not annualized as the Funds
income for the year ended December 31, 2007 did not
correlate to the income earned during the class period of
operation due to timing of income recognition.
|
|
87
This page intentionally left blank.
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
3 Fund
Investment Objectives and Strategies
|
|
|
3
|
|
Goldman Sachs Real Estate Securities Fund
|
|
|
6
|
|
Goldman Sachs International Real Estate
Securities Fund
|
|
|
9
|
|
Goldman Sachs Commodity Strategy Fund
|
|
|
|
13
Other Investment Practices and Securities
|
|
|
|
15
Principal Risks of the Funds
|
|
|
|
21 Fund
Performance
|
|
|
|
24 Fund
Fees and Expenses
|
|
|
|
29
Service Providers
|
|
|
|
36
Dividends
|
|
|
|
37
Shareholder Guide
|
|
|
|
50
Taxation
|
|
|
|
51
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and
Techniques
|
|
|
|
77
Appendix B
Financial
Highlights
|
|
|
|
Select Satellite Funds
Prospectus
(Class R and IR
Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
Additional information about the Funds and their
policies is also available in the Funds SAI. The SAI is
incorporated by reference into this Prospectus (is legally
considered part of this Prospectus).
|
|
|
|
The Funds annual and semi-annual report,
and 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 and the SAI at the Funds website:
http://www.goldmansachsfunds.com.
|
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-526-7384
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, Illinois 60606
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
541699
SPECSELRIR
Prospectus
|
|
|
Service
Shares
|
|
|
|
April 29, 2008
|
|
GOLDMAN SACHS
SELECT SATELLITE FUNDS
|
|
|
|
|
n
Goldman
Sachs Real Estate Securities Fund
n
Goldman
Sachs Tollkeeper Fund
SM
|
|
|
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
|
|
|
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOT
FDIC-INSURED
|
|
May Lose
Value
|
|
No Bank
Guarantee
|
|
|
|
|
General Investment
Management Approach
|
|
|
|
Goldman Sachs Asset Management, L.P.
(GSAM) serves as investment adviser to the Real
Estate Securities and Tollkeeper Funds (each, a
Fund, and, collectively, the Funds).
GSAM is referred to in this Prospectus as the Investment
Adviser.
|
|
REAL ESTATE
SECURITIES FUND
|
|
|
|
|
Goldman
Sachs Real Estate Securities Investment
Philosophy:
|
|
|
|
When choosing portfolio securities for the Real
Estate Securities Fund, the Investment Adviser:
|
|
|
|
|
|
|
n
|
Selects stocks based on quality and location of
assets, experienced management and a sustainable competitive
advantage.
|
|
|
|
n
|
Seeks to buy securities at a discount to the
intrinsic value of the business (assets and management).
|
|
|
|
n
|
Seeks a team approach to decision making.
|
|
|
|
|
Over time, real estate securities have
offered investors important diversification and competitive
total returns versus the broad equity and fixed income
markets.
|
|
|
|
References in this Prospectus to a Funds
benchmark or benchmarks are for informational purposes only, and
unless otherwise noted are not an indication of how a particular
Fund is managed.
|
1
|
|
|
|
THIS FUND INVESTS IN TOLLKEEPER COMPANIES (AS
DESCRIBED ON PAGES 9 AND 10), AND ITS NET ASSET VALUE (NAV)
MAY FLUCTUATE SUBSTANTIALLY OVER TIME. BECAUSE THE FUND
CONCENTRATES ITS INVESTMENTS IN TOLLKEEPER COMPANIES, THE
FUNDS PERFORMANCE MAY BE SUBSTANTIALLY DIFFERENT FROM THE
RETURNS OF THE BROADER STOCK MARKET. PAST PERFORMANCE IS NOT AN
INDICATION OF FUTURE RETURNS AND, DEPENDING ON THE TIMING OF
YOUR INVESTMENT, YOU MAY LOSE MONEY EVEN IF THE FUNDS PAST
RETURNS HAVE OUTPERFORMED THE FUNDS BENCHMARK DURING
SPECIFIED PERIODS OF TIME. THE FUNDS PARTICIPATION IN THE
INITIAL PUBLIC OFFERING (IPO) MARKET DURING ITS INITIAL START-UP
PHASE MAY HAVE HAD A MAGNIFIED IMPACT ON THE FUNDS
PERFORMANCE BECAUSE OF ITS RELATIVELY SMALL ASSET BASE AT THAT
TIME. IT IS PROBABLE THAT THE EFFECT OF IPO INVESTMENTS ON THE
FUNDS FUTURE PERFORMANCE WILL NOT BE AS SIGNIFICANT.
|
|
|
|
|
Goldman
Sachs Growth Investment Philosophy:
|
|
1. Invest as if buying the
company/business, not simply trading its stock:
|
|
|
|
|
n
|
Understand the business, management, products and
competition.
|
|
n
|
Perform intensive, hands-on fundamental research.
|
|
n
|
Seek businesses with strategic competitive
advantages.
|
|
n
|
Over the long-term, expect each companys
stock price ultimately to track the growth in the value of the
business.
|
|
|
|
|
2.
|
Buy high-quality growth businesses that
possess strong business franchises, favorable long-term
prospects and excellent management.
|
|
|
3.
|
Purchase superior long-term growth
companies at a favorable priceseek to purchase at a fair
valuation, giving the investor the potential to fully capture
returns from above-average growth rates.
|
|
|
|
Growth companies have earnings
expectations that exceed those of the stock market as a
whole.
|
2
|
|
|
Fund Investment Objectives
and Strategies
|
|
|
|
Goldman Sachs
Real Estate Securities Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
Wilshire Real Estate
Securities Index
|
|
|
|
|
Investment
Focus:
|
|
REITs and real estate
operating companies
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
GRESX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in
a portfolio of equity investments in issuers the are
primarily engaged in or related to the real estate industry.*
The Fund expects that a substantial portion of its assets will
be invested in REITs, real estate industry companies and other
real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
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.
|
3
|
|
|
Goldman Sachs
Real Estate Securities Fund
continued
|
|
|
|
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. Although the
Fund will invest primarily in publicly traded
U.S. securities, it may invest up to 15% of its total
assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of a REITs investment in fixed
rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a REITs investment in
fixed rate obligations can be expected to decline. In contrast,
as interest rates on adjustable rate mortgage loans are reset
periodically, yields on a REITs investment in such loans
will gradually align themselves to reflect changes in market
interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
|
4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
The REIT investments of the Real Estate
Securities Fund often do not provide complete tax information to
the Fund until after the calendar year-end. Consequently,
because of the delay, it may be necessary for the Fund to
request permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
|
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in fixed income
investments, such as government, corporate debt and bank
obligations, that offer the potential to further the Funds
investment objective.
|
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
5
|
|
|
Goldman Sachs
Tollkeeper Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term growth of capital
|
|
|
|
|
Investment
Focus:
|
|
U.S. equity investments
that offer long-term capital appreciation with a primary focus
on technology, media and service companies
|
|
|
|
|
Investment
Style:
|
|
Growth
|
|
|
|
|
Symbol:
|
|
GITSX
|
|
|
|
|
The Fund seeks long-term growth of capital.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its net assets plus
any borrowings for investment purposes (measured at time of
purchase) (Net Assets) in equity investments in
Tollkeeper companies (as described below). The Fund
seeks to achieve its investment objective by investing in equity
investments of companies that the Investment Adviser believes
are well positioned to benefit from the proliferation of
technology. Although the Fund invests primarily in publicly
traded U.S. securities, it may invest up to 25% of its total
assets in foreign securities, including securities of issuers in
emerging markets or countries (emerging countries)
and securities quoted in foreign currencies.
|
|
|
The Fund intends to invest a substantial portion
of its assets in companies the Investment Adviser describes as
Tollkeepers. In general, the Investment Adviser defines a
Tollkeeper company as a high-quality technology, media or
service company that adopts or uses technology to improve its
cost structure, revenue
|
6
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
opportunities or competitive advantage. The
Investment Adviser seeks to identify Tollkeeper companies that
exhibit many of the following characteristics:
|
|
|
|
|
n
|
Strong brand name
|
|
n
|
Dominant market share
|
|
n
|
Recurring revenue streams
|
|
n
|
Free cash flow generation
|
|
n
|
Long product life cycle
|
|
n
|
Enduring competitive advantage
|
|
n
|
Excellent management
|
|
|
|
To the Investment Adviser, Tollkeeper connotes a
promising growth business. Like a toll collector for a highway
or bridge, Tollkeeper companies may grow revenue by increasing
traffic, or customers and sales, and raising
tolls, or prices, and margins. The Investment
Adviser believes that the characteristics of many Tollkeeper
companies, including dominant market share, strong brand name
and recurring revenue or the ability to generate free cash flow,
should enable them to consistently grow their business. The
Investment Adviser does not define companies that are capital
intensive, low margin businesses as Tollkeepers (although the
Investment Adviser may invest in such companies as part of the
Funds 20% basket of securities which are not or may not be
Tollkeepers).
|
|
|
The Internet is an example of a technology that
the Investment Adviser believes will drive growth for many
Tollkeeper businesses. The Internet has had, and is expected to
continue to have, a significant impact on the global economy, as
it changes the way many companies operate. Benefits of the
Internet for businesses may include global scalability,
acquisition of new clients, new revenue sources and increased
efficiencies. Tollkeeper companies adopting Internet
technologies to improve their business model include technology,
media and service companies.
|
|
|
Because of its focus on technology, media and
service companies, the Funds investment performance will
be closely tied to many factors which affect technology, media
and service companies. These factors include intense
competition, consumer preferences, problems with product
compatibility and government regulation. Tollkeeper securities
may experience significant price movements caused by
disproportionate investor optimism or pessimism with little or
no basis in fundamental economic conditions. The Fund may also
invest in a relatively few number of issuers. As a result, the
Funds NAV is more likely to have greater fluctuations than
that of a fund which is more diversified or invests in other
industries.
|
7
Other Investment Practices
and Securities
The tables below and on the following page
identify some of the investment techniques that may (but are not
required to) be used by the Funds in seeking to achieve their
investment objectives. The tables also highlight the differences
and similarities among the Funds in their use of these
techniques and other investment practices and investment
securities. Numbers in this table show allowable usage only; for
actual usage, consult the Funds annual/semi-annual report.
For more information about these and other investment
practices and securities, see Appendix A. Each Fund
publishes on its website (http://www.goldmansachsfunds.com)
complete portfolio holdings for the Fund as of the end of each
calendar quarter subject to a fifteen day lag between the date
of the information and the date on which the information is
disclosed. In addition, the Funds publish on their website
month-end top ten holdings subject to a ten day lag between the
date of the information and the date on which the information is
disclosed. This information will be available on the website
until the date on which a Fund files its next quarterly
portfolio holdings report on Form N-CSR or Form N-Q with
the SEC. In addition, a description of a Funds policies
and procedures with respect to the disclosure of a Funds
portfolio holdings is available in the Funds Statement of
Additional Information (SAI).
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (including securities lending collateral)
(italic type)
|
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
|
No specific percentage limitation on usage;
|
|
|
|
|
limited only by the strategies
|
|
Real Estate
|
|
|
of the Fund
|
|
Securities
|
|
Tollkeeper
|
Not permitted
|
|
Fund
|
|
Fund
|
|
|
Investment
Practices
|
|
|
|
Borrowings
|
|
33 1/3
|
|
33 1/3
|
|
Credit, Currency, Index,
Interest Rate, Total Return and Mortgage Swaps and Options on
Swaps
*
|
|
15
|
|
|
|
Cross Hedging of Currencies
|
|
|
|
|
|
Custodial Receipts and
Trust Certificates
|
|
|
|
|
|
Equity
Swaps
*
|
|
15
|
|
15
|
|
Foreign Currency
Transactions
**
|
|
|
|
|
|
Futures Contracts and
Options on Futures Contracts
|
|
|
|
|
|
Interest Rate Caps, Floors
and Collars
|
|
|
|
|
|
Investment Company
Securities (including exchange-traded funds)
|
|
10
|
|
10
|
|
Mortgage Dollar Rolls
|
|
|
|
|
|
Options on Foreign
Currencies
1
|
|
|
|
|
|
Options on Securities and
Securities Indices
2
|
|
|
|
|
|
Preferred Stock, Warrants
and Stock Purchase Rights
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
Securities Lending
|
|
33 1/3
|
|
33 1/3
|
|
Short Sales Against the Box
|
|
25
|
|
|
|
Unseasoned Companies
|
|
|
|
|
|
When-Issued Securities and
Forward Commitments
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
**
|
|
Limited by the amount each Fund may invest in
foreign securities.
|
|
1
|
|
The Tollkeeper and Real Estate Securities
Funds may purchase and sell call and put options.
|
|
|
2
|
|
The Funds may sell covered call and put
options and purchase call and put options.
|
|
8
OTHER INVESTMENT PRACTICES
AND SECURITIES
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (excluding securities lending collateral)
(italic type)
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
|
No specific percentage limitation on usage;
|
|
|
|
|
limited only by the objectives and strategies
|
|
Real Estate
|
|
|
of the Fund
|
|
Securities
|
|
Tollkeeper
|
Not permitted
|
|
Fund
|
|
Fund
|
|
|
Investment
Securities
|
|
|
|
American, European and
Global Depositary Receipts
|
|
|
|
|
|
Asset-Backed and
Mortgage-Backed Securities
3
|
|
|
|
|
|
Bank
Obligations
3
|
|
|
|
|
|
Convertible
Securities
4
|
|
|
|
|
|
Corporate Debt
Obligations
3
|
|
|
|
|
|
Equity Investments
|
|
80+
|
|
80+
|
Emerging Country Securities
|
|
15
5
|
|
25
5
|
|
Fixed Income Securities
|
|
20
|
|
20
|
Foreign Securities
|
|
15
5
|
|
25
5
|
|
Non-Investment Grade Fixed
Income Securities
|
|
20
6
|
|
20
6
|
|
Real Estate Investment
Trusts
|
|
|
|
|
|
Stripped Mortgage-Backed
Securities
3
|
|
|
|
|
|
Structured Securities
(which may include equity linked notes)
*
3
|
|
|
|
|
|
Temporary Investments
|
|
|
|
|
|
U.S. Government
Securities
3
|
|
|
|
|
|
Yield Curve Options and
Inverse Floating Rate Securities
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
|
3
|
|
Limited by the amount the Fund invests in
fixed income securities.
|
|
|
4
|
|
Convertible securities purchased by the Funds
use the same rating criteria for convertible and non-convertible
debt securities.
|
|
|
5
|
|
The Tollkeeper and Real Estate Securities
Funds may invest in the aggregate up to 25% and 15%,
respectively, of their total assets in foreign securities,
including emerging country securities.
|
|
|
6
|
|
May be BB or lower by Standard &
Poors Rating Group (Standard &
Poors) or Ba or lower by Moodys Investors
Service, Inc. (Moodys) or have a comparable
rating by another nationally-recognized statistical rating
organization at the time of investment.
|
|
9
Principal Risks of the Funds
Loss of money is a risk of investing in each
Fund. An investment in a Fund is not a deposit of any bank and
is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes the principal risks that apply to the Funds and may
result in a loss of your investment. None of the Funds should be
relied upon as a complete investment program. There can be no
assurance that a Fund will achieve its investment objective.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
Applicable
|
|
Securities
|
|
Tollkeeper
|
Not applicable
|
|
Fund
|
|
Fund
|
|
|
Foreign
|
|
|
|
|
Emerging Countries
|
|
|
|
|
Industry Concentration
|
|
|
|
|
Stock
|
|
|
|
|
Interest Rate
|
|
|
|
|
IPO
|
|
|
|
|
Management
|
|
|
|
|
Market
|
|
|
|
|
Liquidity
|
|
|
|
|
Non-Diversification
|
|
|
|
|
REIT
|
|
|
|
|
Mid Cap and Small Cap
|
|
|
|
|
Investment Style
|
|
|
|
|
NAV
|
|
|
|
|
Non-Investment Grade Fixed
Income Securities
|
|
|
|
|
U.S. Government Securities
Risk
|
|
|
|
|
Internet
|
|
|
|
|
Real Estate Industry
|
|
|
|
|
|
General
Risks:
|
|
n
|
Foreign
Risk
The risk that when a
Fund invests in foreign securities, it will be subject to risk
of loss not typically associated with domestic issuers. Loss may
result because of less foreign government regulation, less
public information and less economic, political and social
stability. Loss may also result from the imposition of exchange
controls, confiscations and other government restrictions. A
Fund will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when a Fund invests in issuers located in emerging
countries.
|
|
n
|
Emerging Countries
Risk
The securities markets
of Central and South American, African, Asian and Eastern
European and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller
market capitalizations,
|
|
10
PRINCIPAL RISKS OF THE
FUNDS
|
|
|
have less government regulation and are not
subject to as extensive and frequent accounting, financial and
other reporting requirements as the securities markets of more
developed countries. Further, investment in equity securities of
issuers located in certain emerging countries involves risk of
loss resulting from problems in share registration and custody
and substantial economic and political disruptions. These risks
are not normally associated with investments in more developed
countries.
|
n
|
Industry Concentration
Risk
The risk that a Fund
concentrates its investments in specific industry sectors that
have historically experienced substantial price volatility. A
Fund is subject to greater risk of loss as a result of adverse
economic, business or other developments than if its investments
were diversified across different industry sectors. Securities
of issuers held by a Fund may lack sufficient market liquidity
to enable a Fund to sell the securities at an advantageous time
or without a substantial drop in price.
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have experienced periods of
substantial price volatility in the past and may do so again in
the future.
|
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by a Fund
will decline in value. Long-term fixed income securities will
normally have more price volatility because of this risk than
short-term fixed income securities.
|
|
n
|
IPO
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the issuer. The purchase of IPO shares
may involve high transaction costs. IPO shares are subject to
market risk and liquidity risk. When a Funds asset base is
small, a significant portion of the Funds performance
could be attributable to investments in IPOs, because such
investments would have a magnified impact on the Fund. As the
Funds assets grow, the effect of the Funds
investments in IPOs on the Funds performance probably will
decline, which could reduce the Funds performance.
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Market
Risk
The risk that the value
of the securities in which a Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods.
|
|
n
|
Liquidity
Risk
The risk that a Fund may
invest to a greater degree in instruments that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also, the risk that a 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, a Fund may have to accept a lower price
or may not be
|
|
11
|
|
|
able to sell the instrument at all. An inability
to see a portfolio position can adversely affect a Funds
value or prevent a Fund from being able to take advantage of
other investment opportunities. To meet redemption requests, a
Fund may be forced to sell liquid securities, at an unfavorable
time and conditions.
|
Funds that invest in non-investment grade fixed
income securities, small and mid-capitalization stocks, REITs
and emerging country issuers are 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.
Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) may invest a
significant percentage of their assets in the Funds and other
funds for which GSAM now or in the future acts as investment
adviser or underwriter. Redemptions by a Fund of Funds Portfolio
of its position in a Fund may further increase liquidity risk
and may impact a Funds NAV.
|
|
|
n
|
Non-Diversification
Risk
The Real Estate
Securities Fund is non-diversified, meaning that the Fund 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
|
REIT
Risk
Investing in REITs
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable a Fund to
effect sales at an advantageous time or without a substantial
drop in price.
|
n
|
Mid Cap and Small Cap
Risk
The securities of small
capitalization and mid-capitalization companies involve greater
risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price
movements. Securities of such issuers may lack sufficient market
liquidity to enable a Fund to effect sales at an advantageous
time or without a substantial drop in price. Both mid-cap and
small-cap companies often have narrower markets and more limited
managerial and financial resources than larger, more established
companies. As a result, their performance can be more volatile
and they face greater risk of business failure, which could
increase the volatility of a Funds portfolio. Generally,
the smaller the company size, the greater these risks.
|
12
PRINCIPAL RISKS OF THE
FUNDS
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. A Fund
may outperform or underperform other funds that employ a
different investment style. Examples of different investment
styles include growth and value investing. Growth stocks may be
more volatile than other stocks because they are more sensitive
to investor perceptions of the issuing companys growth of
earnings potential. Growth companies are often expected by
investors to increase their earnings at a certain rate. When
these expectations are not met, investors can punish the stocks
inordinately even if earnings showed an absolute increase. Also,
because growth companies usually invest a high portion of
earnings in their business, growth stocks may lack the dividends
of some value stocks that can cushion stock prices in a falling
market. Growth oriented funds will typically underperform when
value investing is in favor. Value stocks are those that are
undervalued in comparison to their peers due to adverse business
developments or other factors.
|
|
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of a Fund and the value of your
investment will fluctuate.
|
|
|
n
|
Non-Investment Grade Fixed Income
Securities
The Funds may
invest in non-investment grade fixed income securities (commonly
known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of comparable credit quality are subject to
the increased risk of an issuers inability to 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.
|
|
|
|
n
|
U.S. Government Securities
Risk
The risk that the
U.S. government will not provide financial support to U.S.
government agencies, instrumentalities or sponsored enterprises
if it is not obligated to do so by law. Although many types of
U.S. Government Securities may be purchased by the Funds,
such as those issued by the Federal National Mortgage
Association (Fannie Mae), Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal Home Loan
Banks may be chartered or sponsored by Acts of Congress, their
securities are neither issued nor guaranteed by the United
States Treasury and, therefore, are not backed by the full faith
and credit of the United States. The maximum potential liability
of the issuers of some U.S. Government Securities held by
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.
|
Other
Specific Risks:
|
|
n
|
Internet
Risk
The risk that the stock
prices of Internet and Internet-related companies and therefore
the value of the Tollkeeper Fund will experience
|
13
|
|
|
|
significant price movements as a result of
intense market volatility, worldwide competition, consumer
preferences, product compatibility, product obsolescence,
government regulation, excessive investor optimism or pessimism,
or other factors. The Tollkeeper Fund may also invest in a
relatively few number of issuers. 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
|
Real Estate Industry
Risk
The Real Estate
Securities and International Real Estate Securities Funds are
subject to certain risks associated with real estate in general.
These risks include, among others: possible declines in the
value of real estate; risks related to general and local
economic conditions; possible lack of availability of mortgage
financing, variations in rental income, neighborhood values or
the appeal of property to tenants; interest rates; overbuilding;
extended vacancies of properties; increases in competition,
property taxes and operating expenses; and changes in zoning
laws. The real estate industry is particularly sensitive to
economic downturns. The values of securities of companies in the
real estate industry may go through cycles of relative
under-performance and out-performance in comparison to equity
securities markets in general.
|
|
More information about the Funds portfolio
securities and investment techniques, and their associated
risks, is provided in Appendix A. You should consider the
investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
14
PRINCIPAL RISKS OF THE
FUNDS
HOW THE FUNDS
HAVE PERFORMED
|
|
|
|
The bar charts and tables on the following pages
provide an indication of the risks of investing in a Fund by
showing: (a) changes in the performance of a Funds
Service Shares from year to year; and (b) how the average
annual total returns of a Funds Service Shares compare to
those of broad-based securities market indices. The bar chart
(including Best Quarter and Worst
Quarter information) and table assume reinvestment of
dividends and distributions. A Funds past performance,
before and after taxes, is not necessarily an indication of how
the Fund will perform in the future. Performance reflects
expense limitations in effect. If expense limitations were not
in place, a Funds performance would have been reduced.
|
INFORMATION ON
AFTER-TAX RETURNS
|
|
|
|
These definitions apply to the after-tax returns.
|
|
|
Average
Annual Total Returns Before
Taxes.
These returns do not
reflect taxes on distributions on a Funds Service Shares
nor do they show how performance can be impacted by taxes when
shares are redeemed (sold) by you.
|
|
|
Average
Annual Total Returns After Taxes on
Distributions.
These returns
assume that taxes are paid on distributions on a Funds
Service Shares (
i.e.,
dividends and capital gains) but do
not reflect taxes that may be incurred upon redemption (sale) of
the Service Shares at the end of the performance period.
|
|
|
Average
Annual Total Returns After Taxes on Distributions and Sale of
Shares.
These returns reflect
taxes paid on distributions on a Funds Service Shares and
taxes applicable when the shares are redeemed (sold).
|
|
|
Note on
Tax Rates.
The after-tax
performance figures are calculated using the historically
highest individual federal marginal income tax rates at the time
of the distributions and do not reflect state and local taxes.
In calculating the federal income taxes due on redemptions,
capital gains taxes resulting from a redemption are subtracted
from the redemption proceeds and the tax benefits from capital
losses resulting from the redemption are added to the redemption
proceeds. Under certain circumstances, the addition of the tax
benefits from capital losses resulting from redemptions may
cause the Returns After Taxes on Distributions and Sale of Fund
Shares to be greater than the Returns After Taxes on
Distributions or even the Returns Before Taxes.
|
15
Real Estate Securities Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q4
04 +17.49%
Worst
Quarter*
Q4 07 11.96%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Service Shares
(Inception
7/27/98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-16.07
|
|
|
|
18.84
|
|
|
|
13.02
|
|
Returns After Taxes on
Distributions**
|
|
|
-18.51
|
|
|
|
16.63
|
|
|
|
10.98
|
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-7.56
|
|
|
|
15.97
|
|
|
|
10.61
|
|
Wilshire Real Estate
Securities Index***
|
|
|
-17.78
|
|
|
|
18.66
|
|
|
|
12.45
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rates
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
***
|
|
The Wilshire Real Estate Securities Index is
an unmanaged index of publicly traded REITs and real estate
operating companies. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
16
FUND PERFORMANCE
Tollkeeper
Fund
SM
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q4
01 +24.64%
Worst
Quarter*
Q3
01 -37.82%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Service Shares
(Inception
10/1/99)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
27.36
|
|
|
|
19.08
|
|
|
|
1.84
|
|
Returns After Taxes on
Distributions**
|
|
|
27.36
|
|
|
|
19.08
|
|
|
|
1.77
|
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
17.79
|
|
|
|
16.92
|
|
|
|
1.54
|
|
NASDAQ Composite Index***
|
|
|
9.81
|
|
|
|
14.70
|
|
|
|
-0.42
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rates
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
***
|
|
The NASDAQ Composite Index is a broad-based
composite-weighted index of all NASDAQ National Market and
Small-Cap stocks. The Index figures do not reflect any deduction
for fees, expenses or taxes. An investor cannot invest directly
in an index.
|
|
|
|
From October 1, 1999 to August 1,
2004, under normal circumstances, the Fund invested at least 80%
of its Net Assets in equity investments in Internet
Tollkeeper companies, which are companies in the media,
telecommunications, technology and Internet sectors which
provide or permit Internet companies or Internet users access to
content, services or infrastructure. Beginning August 1,
2004, the Fund has invested at least 80% of its Net Assets in
equity investments in Tollkeeper companies which are
companies in the technology, media, or service sectors that
adopt or use technology to improve their cost structure, revenue
opportunities or competitive advantage.
|
17
Fund Fees and Expenses
(Service Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Service Shares of a Fund.
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
|
|
Securities
|
|
Tollkeeper
|
|
|
Fund
|
|
Fund
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
1
|
|
|
|
|
|
|
|
|
Management Fees
2
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Other Expenses
|
|
|
0.58%
|
|
|
|
0.68%
|
|
|
Service Fees
3
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
Shareholder Administration
Fees
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
All Other
Expenses
4
*
|
|
|
0.08
|
%
|
|
|
0.18
|
%
|
|
Total Fund Operating
Expenses*
|
|
|
1.58%
|
|
|
|
1.68%
|
|
|
See page 19 for all other
footnotes.
|
|
|
|
|
*
|
The All 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 All Other
Expenses and Total Fund Operating Expenses,
after application of current 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 All
Other Expenses and Total Fund Operating
Expenses shown below would be higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
|
|
Securities
|
|
Tollkeeper
|
|
|
Fund
|
|
Fund
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
1
|
|
|
|
|
|
|
|
|
Management Fees
2
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Other Expenses
|
|
|
0.54%
|
|
|
|
0.60%
|
|
|
Service Fees
3
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
Shareholder Administration Fees
|
|
|
0.25
|
%
|
|
|
0.25
|
%
|
|
All Other Expenses
4
|
|
|
0.04
|
%
|
|
|
0.10
|
%
|
|
Total Fund Operating Expenses (after
current expense limitations)
|
|
|
1.54%
|
|
|
|
1.60%
|
|
|
18
FUND FEES AND EXPENSES
|
|
|
|
1
|
|
Except for the Tollkeeper Fund, the
Funds annual operating expenses are based on actual
expenses incurred for the fiscal year ended December 31,
2007. The annual operating expenses for the Tollkeeper Fund are
based on amounts expected to be incurred for the fiscal year
ending December 31, 2008.
|
|
|
2
|
|
The Investment Adviser is entitled to
management fees at the annual rates equal to the following
percentages of the average daily net assets of the
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
Fund
|
|
Annual Rate
|
|
Net Assets
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
First $
|
1 billion
|
|
|
|
|
0.90%
|
|
|
Next $
|
1 billion
|
|
|
|
|
0.86%
|
|
|
Over $
|
2 billion
|
|
|
Tollkeeper
|
|
|
1.00%
|
|
|
First $
|
1 billion
|
|
|
|
|
0.90%
|
|
|
Next $
|
1 billion
|
|
|
|
|
0.86%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
3
|
|
Service Organizations (as defined in the
Shareholder Guide) may charge other fees to their
customers who are beneficial owners of Service Shares in
connection with their customers accounts. Such fees may
affect the return customers realize with respect to their
investments.
|
|
|
4
|
|
All Other Expenses include
transfer agency fees and expenses equal on an annualized basis
to 0.04% of the average daily net assets of each Funds
Service Shares, plus all other ordinary expenses not detailed
above. The Investment Adviser has voluntarily agreed to reduce
or limit All Other Expenses (excluding management
fees, transfer agency fees and expenses, service fees,
shareholder administration fees, taxes, interest, brokerage fees
and litigation, indemnification, shareholder meeting and other
extraordinary expenses exclusive of any custody and transfer
agent fee credit reductions) to the following percentages of
each Funds average daily net assets:
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Fund
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
0.004%
|
|
|
|
Tollkeeper
|
|
|
0.064%
|
|
|
|
19
Fund Fees and Expenses
continued
Example
The following Example is intended to help you
compare the cost of investing in a Fund (without the expense
limitations) with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in Service Shares of
a Fund for the time periods indicated and then redeem all of
your Service Shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and
that a 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
|
|
5 Years
|
|
10 Years
|
|
|
Real Estate
Securities
|
|
$
|
161
|
|
|
$
|
499
|
|
|
$
|
860
|
|
|
$
|
1,878
|
|
|
Tollkeeper
|
|
$
|
171
|
|
|
$
|
530
|
|
|
$
|
913
|
|
|
$
|
1,987
|
|
|
Service Organizations that invest in Service
Shares on behalf of their customers may charge other fees
directly to their customer accounts in connection with their
investments. You should contact your Service Organization for
information regarding such charges. Such fees, if any, may
affect the return such customers realize with respect to their
investments.
Certain Service Organizations that invest in
Service Shares on behalf of their customers may receive other
compensation in connection with the sale and distribution of
Service Shares or for services to their customers accounts
and/or the Funds. For additional information regarding such
compensation, see What Do I Need To Know About Service
Organizations? in the Prospectus and Payments to
Intermediaries in the SAI.
20
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Real Estate Securities
Tollkeeper
|
|
|
|
|
|
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
December 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $763 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Funds and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Funds, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Funds:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Funds
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Funds
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
21
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
|
|
For the Fiscal
|
|
|
|
|
Average Daily
|
|
Year Ended
|
Fund
|
|
Contractual Rate
|
|
Net Assets
|
|
December 31, 2007
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
Tollkeeper
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Funds in 2007 is available in the Funds annual report
dated December 31, 2007.
|
|
|
|
|
|
Real
Estate Securities Team
|
|
|
|
The Real Estate Securities portfolio management
team includes individuals with backgrounds in:
|
|
|
|
|
|
|
n
|
Fundamental real estate acquisition, development
and operations
|
|
|
|
n
|
Real estate capital markets
|
|
|
|
n
|
Mergers and acquisitions
|
|
|
|
n
|
Asset management
|
|
22
SERVICE PROVIDERS
______________________________________________________________________________________________________________
Real
Estate Securities Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark Howard-Johnson,
CFA
Managing Director
|
|
Senior Portfolio
Manager
Real Estate Securities
|
|
Since
1998
|
|
Mr. Howard-Johnson
joined the Investment Adviser as a portfolio manager in 1998.
His previous experience includes 15 years in the real
estate finance business.
|
|
David Kruth, CFA
Vice President
|
|
Senior Portfolio
Manager
Real Estate Securities
|
|
Since 2005
|
|
Mr. Kruth joined
the Investment Adviser as a portfolio manager in 2005. His
previous experience includes approximately 18 years in the real
estate investment field, most recently managing real estate
securities funds at Citigroup (June 2004- May 2005) and
AllianceBernstein (June 1998- June 2004).
|
|
|
|
|
|
Mark Howard-Johnson is the head of the Real
Estate Securities Team. He and David Kruth are responsible for
the day-to-day investment decisions and final buy/sell decisions
of the Real Estate Securities Fund. However, all investment
decisions involve discussion with personnel from the Investment
Advisers real estate securities group. Each of the Senior
Portfolio Managers is responsible for liaising with research
analysts around the world, promoting his or her securities
selection ideas to the other members of the team and thereafter
debating their inclusion in the portfolios.
|
|
|
|
Growth
Investment Team
|
|
|
|
|
|
n
|
For 27 years the team has applied a
consistent investment discipline through diverse and complete
market cycles
|
|
|
|
n
|
$28.5 billion in equities currently under
management
|
|
|
n
|
A deep and experienced portfolio management and
research team comprised of industry experts that provide
in-depth research within each sector
|
23
______________________________________________________________________________________________________________
Growth
Investment Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Steven M. Barry
Managing Director
Chief Investment Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Barry joined
the Investment Adviser as a portfolio manager in 1999. From 1988
to 1999, he was a portfolio manager at Alliance Capital
Management.
|
|
Gregory H. Ekizian,
CFA
Managing Director
Chief Investment
Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Ekizian joined
the Investment Adviser as a portfolio manager in 1997 when
Goldman Sachs Asset Management acquired Liberty Investment
Management. He was a senior portfolio manager at Liberty prior
to the acquisition. He joined Libertys predecessor firm
Eagle Asset Management in 1990.
|
|
David G. Shell, CFA
Managing Director
Chief Investment
Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Shell joined
the Investment Adviser as a portfolio manager in 1997 when
Goldman Sachs Asset Management acquired Liberty Investment
Management. He was a senior portfolio manager at Liberty prior
to the acquisition. He joined Libertys predecessor firm
Eagle Asset Management in 1987.
|
|
|
|
|
|
Steve Barry, Dave Shell and Greg Ekizian are
Chief Investment Officers (CIOs) of the Growth team.
All 18 members of the team discuss their research analysis
and recommendations with the whole team at investment strategy
meetings. The entire team discusses and debates whether the
business being presented meets the Growth teams definition
of a high-quality growth business and the attractiveness of the
current valuation. The team reaches a consensus on whether a
business is worthy of a position in the portfolio. The CIOs are
accountable for all portfolio construction decisions and
determine the appropriate weight for each investment.
|
|
|
|
|
For information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds, see the SAI.
|
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Suite 500, Chicago, Illinois
60606, also serves as each Funds
|
24
SERVICE PROVIDERS
|
|
|
transfer agent (the Transfer Agent)
and, as such, performs various shareholder servicing functions.
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Funds. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
a Fund or limit a 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 Funds directly and
indirectly invest. Thus, it is likely that the Funds will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of the Funds and/or which engage in and compete
for transactions in the same types of securities, currencies and
instruments as the Funds. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Funds. The
results of a 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 a
Fund could sustain losses during periods in which Goldman Sachs
and its affiliates and other accounts achieve significant
profits on their trading for proprietary or other accounts. In
addition, the Funds may enter into transactions in which Goldman
Sachs or its other clients have an adverse interest. For
example, a 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 Funds. Transactions by
one or more Goldman Sachs
|
25
|
|
|
|
advised-clients or the Investment Adviser may
have the effect of diluting or otherwise disadvantaging the
values, prices or investment strategies of the Funds. A
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 service firm, Goldman Sachs
also provides a wide range of investment banking and financial
services to issuers of securities and investors in securities.
Goldman Sachs, its affiliates and others associated with it may
create markets or specialize in, have positions in and affect
transactions in, securities of issuers held by the Funds, and
may also perform or seek to perform investment banking and
financial services for those issuers. Goldman Sachs and its
affiliates may have business relationships with and purchase or
distribute or sell services or products from or to distributors,
consultants or others who recommend the Funds or who engage in
transactions with or for the Funds. For more information about
conflicts of interest, see the SAI.
|
|
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Funds may retain an
affiliate of the Investment Adviser to serve as a securities
lending agent for each Fund to the extent that the Funds engage
in the securities lending program. For these services, the
lending agent may receive a fee from the Funds, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. The Board
of Trustees periodically reviews all portfolio securities loan
transactions for which the affiliated lending agent has acted as
lending agent. In addition, the Funds 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.
|
|
26
|
|
|
Dividends
|
|
|
|
Each Fund pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
|
n
|
Shares of the same 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 applicable Fund.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
Investment
|
|
Capital Gains
|
Fund
|
|
Income Dividends
|
|
Distributions
|
|
|
Real Estate Securities
|
|
Quarterly
|
|
Annually
|
|
Tollkeeper
|
|
Annually
|
|
Annually
|
|
|
|
|
From time to time a portion of a 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 a Fund, part of the
NAV per share may be represented by undistributed income and/or
undistributed 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.
|
27
|
|
|
Shareholder
Guide
|
|
|
|
The following section will provide you with
answers to some of the most frequently asked questions regarding
buying and selling the Funds Service Shares.
|
|
|
|
|
How Can
I Purchase Service Shares Of The Funds?
|
|
|
|
Generally, Service Shares may be purchased only
through institutions that have agreed to provide shareholder
administration and personal and account maintenance services to
their customers who are the beneficial owners of Service Shares
(Service Organizations). No shareholder may buy
Service Shares directly from the Funds. Customers of a Service
Organization will normally give their purchase instructions to
the Service Organization, and the Service Organization will, in
turn, place purchase orders with Goldman Sachs. Service
Organizations will set times by which purchase orders and
payments must be received by them from their customers.
Generally, Service Shares may be purchased from the Funds on any
business day at their NAV next determined after receipt of an
order by Goldman Sachs from a Service Organization. No sales
load is charged.
|
|
|
|
Service Organizations are responsible for
transmitting purchase orders and payments to Goldman Sachs in a
timely fashion. Service Organizations should either:
|
|
|
|
|
|
n
|
Place an order through certain electronic trading
platforms (e.g., National Securities Clearing Corporation);
|
|
|
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 Funds 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, a Fund may accept cashiers checks or official bank
checks.
|
|
|
|
|
|
It is strongly recommended that payment be
effected by using federal funds.
|
|
|
|
|
It is expected that checks will be converted to
federal funds within two business days after receipt.
|
|
28
SHAREHOLDER GUIDE
|
|
|
What Do
I Need To Know About Service Organizations?
|
|
Service Organizations may provide the following
services in connection with their customers investments in
Service Shares:
|
|
|
|
|
n
|
Personal and account maintenance services
|
|
|
|
|
|
n
|
Facilities to answer inquiries and respond to
correspondence
|
|
|
|
n
|
Acts as liaison between the Service
Organizations customers and the Goldman Sachs Trust (the
Trust)
|
|
|
|
n
|
Assists customers in completing application
forms, selecting dividend and other options, and similar services
|
|
|
|
|
|
n
|
Shareholder administration services
|
|
|
|
|
|
n
|
Acts, directly or through an agent, as the sole
shareholder of record
|
|
|
|
n
|
Maintains account records for customers
|
|
|
|
n
|
Processes orders to purchase, redeem and exchange
shares for customers
|
|
|
|
n
|
Processes payments for customers
|
|
|
|
|
Some (but not all) Service Organizations are
authorized to accept, on behalf of the Trust, purchase,
redemption and exchange orders placed by or on behalf of their
customers, and may designate other financial intermediaries to
accept such orders, if approved by the Trust. In these cases:
|
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
Service Organization or financial intermediary on a business
day, and the order will be priced at the Funds NAV per
share next determined after such acceptance.
|
|
|
|
n
|
Service Organizations and financial
intermediaries will be responsible for transmitting accepted
orders and payments to the Trust within the time period agreed
upon by them.
|
|
|
|
|
You should contact your Service Organization
directly to learn whether it is authorized to accept orders for
the Trust.
|
|
|
Pursuant to a service plan and a separate
shareholder administration plan adopted by the Trusts
Board of Trustees, Service Organizations are entitled to receive
payments for their services from the Trust. These payments are
equal to 0.25% (annualized) for personal and account maintenance
services plus an additional 0.25% (annualized) for shareholder
administration services of the average daily net assets of the
Service Shares of the Funds that are attributable to or held in
the name of the Service Organization for its customers.
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The Investment Adviser, Distributor and/or their
affiliates may make payments or provide services to Service
Organizations and other financial intermediaries
(Intermediaries) to promote the sale, distribution
and/or servicing of shares of the Funds and other Goldman Sachs
Funds. These payments are made out of the
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Investment Advisers, Distributors
and/or their affiliates own assets, and are not an
additional charge to the Funds. The payments are in addition to
the service fees described in this Prospectus. Such payments are
intended to compensate Intermediaries for, among other things:
marketing shares of the Funds and other Goldman Sachs Funds,
which may consist of payments relating to Funds included on
preferred or recommended fund lists or in certain sales programs
from time to time sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of Service Shares, as well as
sponsor various educational programs, sales contests and/or
promotions. The payments by the Investment Adviser, Distributor
and/or their affiliates, which are in addition to the fees paid
for these services by the Funds, may also compensate
Intermediaries for subaccounting, sub-transfer agency,
administrative and/or shareholder processing services. These
payments may exceed amounts earned on these assets by the
Investment Adviser, Distributor and/or their affiliates for the
performance of these or similar services. The amount of these
additional payments is normally not expected to exceed 0.50%
(annualized) of the amount sold or invested through the
Intermediaries. In addition, certain Intermediaries may have
access to certain services from the Investment Adviser,
Distributor and/or their affiliates, including research reports
and economic analysis, and portfolio analysis tools. In certain
cases, the Intermediary may not pay for these services. Please
refer to the Payments to Intermediaries section of
the SAI for more information about these payments and services.
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The payments made by the Investment Adviser,
Distributor and/or their affiliates and the services received by
an Intermediary may differ for different Intermediaries. The
presence of these payments, receipt of these services and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Service Organization or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
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In addition to Service Shares, each Fund also
offers other classes of shares to investors. These other share
classes are subject to different fees and expenses (which affect
performance), have different minimum investment requirements and
are entitled to different services. Information regarding these
other share classes
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SHAREHOLDER GUIDE
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may be obtained from your Service Organization or
from Goldman Sachs by calling the number on the back cover of
this Prospectus.
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What Is
My Minimum Investment In The Funds?
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The Funds do not have any minimum purchase with
respect to Service Shares. A Service Organization may, however,
impose a minimum amount for initial and additional investments
in Service Shares, and may establish other requirements such as
a minimum account balance. A Service Organization may redeem
Service Shares held by non-complying accounts, and may impose a
charge for any special services.
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What
Else Should I Know About Share Purchases?
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The Trust reserves the right to:
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Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
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Reject or restrict any purchase or exchange order
by a particular purchaser (or group related purchasers) for any
reason in its discretion. Without limiting the foregoing, the
Trust may reject or restrict purchase and exchange orders by a
particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of Service
Shares of a Fund is evident, or if purchases, sales or exchanges
are, or a subsequent abrupt redemption might be, of a size that
would disrupt the management of a Fund.
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Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
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Modify the manner in which shares are offered.
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Modify the sales charge rates applicable to
future purchases of shares.
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Generally, non-U.S. citizens and certain U.S.
citizens residing outside the United States may not open an
account with the Funds.
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The Funds may allow Service Organizations to
purchase shares with securities instead of cash if consistent
with a Funds investment policies and operations and if
approved by the Funds Investment Adviser.
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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.
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Customer Identification
Program.
Federal law requires the
Funds 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
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taxpayer identification number or other
information, for each investor who opens an account directly
with the Funds. Applications without the required information
may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
investors shares and close an account in the event that
the Funds are unable to verify an investors identity. The
Funds and their agents will not be responsible for any loss in
an investors account resulting from the investors
delay in providing all required information or from closing an
account and redeeming an investors shares pursuant to the
customer identification program.
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How Are
Shares Priced?
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The price you pay when you buy Service Shares is
a Funds next determined NAV for a share class
after
the Fund receives your order in proper form. The price you
receive when you sell Service Shares is a Funds next
determined NAV for a share class, with the redemption proceeds
reduced by any applicable charges
after
the Fund receives
your order in proper form. The Funds calculate NAV as follows:
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NAV =
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(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
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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.
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In the event that a Fund invests a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value price for a
particular security, or if the price provided does not meet the
established criteria for a Fund, the Fund will price that
security at the most recent closing price for that security on
its principal exchange.
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In addition, the Investment Adviser, consistent
with its procedures and applicable regulatory guidance, may (but
need not) determine to make an adjustment to the
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32
SHAREHOLDER GUIDE
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previous closing prices of either domestic or
foreign securities in light of significant events, to reflect
what it believes to be the fair value of the securities at the
time of determining a 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 U.S. or foreign markets; market dislocations;
market disruptions or market closings; equipment failures;
natural or man made disasters or acts of God; armed conflicts;
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, including those relating to earnings,
products and regulatory news; significant litigation; low
trading volume; and trading limits, or suspensions.
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One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Funds
to price their investments may be different from those used by
other investment companies and investors to price the same
investments.
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Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
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Please note the following with respect to the
price at which your transactions are processed:
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NAV per share of each share class is generally
calculated by the accounting agent on each business day as of
the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m. New York time) or 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.
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The Trust reserves the right to reprocess
purchase (including dividend re-investments), redemption and
exchange transactions that were processed at a NAV that is
subsequently adjusted, and to recover amounts from (or
distribute amounts to) shareholders accordingly based on the
official closing NAV as adjusted.
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The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
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Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a 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.
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Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal Reserve wire payment
system is open. To learn whether a Fund is open for business
during this situation, please call 1-800-621-2550.
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Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund holds
foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
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How Can
I Sell Service Shares Of The Funds?
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Generally, Service Shares may be sold (redeemed)
only through Service Organizations. Customers of a Service
Organization will normally give their redemption instructions to
the Service Organization, and the Service Organization will, in
turn, place redemption orders with the Funds.
Generally, each
Fund will redeem its Service Shares upon request on any business
day at the NAV next determined after receipt of such request in
proper form.
Redemption proceeds may be sent to shareholders
by check or wire (if the wire instructions are designated on the
current record of the Transfer Agent).
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A Service Organization may request redemptions by
electronic trading platform, in writing or by telephone (unless
the Service Organization opts out of the telephone redemption
privilege on the Account Application).
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Generally, 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 to verify instructions.
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SHAREHOLDER GUIDE
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When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
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A Medallion signature guarantee may be required
if:
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You would like the redemption proceeds sent to an
address that is not your address of record; or
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You would like the redemption proceeds sent to a
bank account that is not designated in the current records of
the Transfer Agent.
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A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
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What Do
I Need To Know About Telephone Redemption Requests?
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The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm that such
instructions are genuine. If reasonable procedures are not
employed, the Trust may be liable for any loss due to
unauthorized or fraudulent transactions. The following general
policies are currently in effect:
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Telephone requests are recorded.
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Proceeds of telephone redemption request will be
sent to your address of record or authorized account designated
in the current records of the Transfer Agent (unless you provide
written instruction and a Medallion signature guarantee
indicating another address or account).
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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).
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The telephone redemption option may be modified
or terminated at any time without prior notice.
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Note: It may be difficult to make telephone
redemptions in times of unusual economic or market
conditions.
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How Are
Redemption Proceeds Paid?
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By
Wire:
The Funds will arrange
for 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:
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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.
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Although redemption proceeds will normally be
paid as described above, under certain circumstances, redemption
requests or payments may be postponed or suspended as permitted
under Section 22(e) of the Investment Company Act (the
Act). Generally, under that section, redemption
requests or payments may be postponed or suspended if
(i) the New York Stock Exchange is closed for trading or
trading is restricted; (ii) an emergency exists which makes
the disposal of securities owned by a Fund or the fair
determination of the value of a Funds net assets not
reasonably practicable; or (iii) the SEC, by order, permits
the suspension of the right of redemption.
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If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
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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.
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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.
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Neither the Trust nor Goldman Sachs assumes any
responsibility for the performance of other financial
intermediaries or your Service Organization in the transfer
process. If a problem with such performance arises, you should
deal directly with such financial intermediaries or Service
Organization.
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By
Check:
A shareholder may
elect in writing to receive redemption proceeds by check.
Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of receipt of a
properly executed redemption request. If you are selling shares
you recently paid for by check, the Fund will pay you when your
check has cleared, which may take up to 15 days.
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What
Else Do I Need To Know About Redemptions?
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The following generally applies to redemption
requests:
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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.
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Service Organizations are responsible for the
timely transmittal of redemption requests by their customers to
the Transfer Agent. In order to facilitate the
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36
SHAREHOLDER GUIDE
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timely transmittal of redemption requests,
Service Organizations may set times by which they must receive
redemption requests. Service Organizations may also require
additional documentation from you.
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The Trust reserves the right to:
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Redeem your shares in the event a Service
Organizations relationship with Goldman Sachs is
terminated and you do not transfer your account to another
Service Organization with a relationship with Goldman Sachs. The
Trust will not be responsible for any loss in an investors
account or tax liability resulting from the redemption.
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Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
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Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to a Fund as
undeliverable or remain uncashed for six months. This provision
may not apply to certain retirement or qualified accounts or to
a closed account. No interest will accrue on amounts represented
by uncashed checks.
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Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Fund?
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A Service Organization may exchange Service
Shares of a Goldman Sachs Fund at NAV for certain shares of
another Goldman Sachs Fund. Redemption of shares (including by
exchange) of certain Goldman Sachs Funds offered in other
prospectuses, that are held for 30 days or less
(60 days or less with respect to the Goldman Sachs High
Yield and High Yield Municipal Funds) may, however, be subject
to a redemption fee. The exchange privilege may be materially
modified or withdrawn at any time upon 60 days written
notice.
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You should keep in mind the following factors
when making or considering an exchange:
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
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Currently, the Funds do not impose any charge for
exchanges, although the Funds may impose a charge in the future.
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Normally, a telephone exchange will be made only
to an identically registered account.
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Exchanges are available only in states where
exchanges may be legally made.
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It may be difficult to make telephone exchanges
in times of unusual economic or market conditions.
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Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
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A signature guarantee may be required.
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
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What
Types Of Reports Will Be Sent Regarding Investments In Service
Shares?
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Service Organizations will receive from the Funds
annual shareholder reports containing audited financial
statements and semi-annual shareholder reports. Service
Organizations will also be provided with a printed confirmation
for each transaction in their account and a monthly account
statement. Service Organizations are responsible for providing
these or other reports to their customers who are the beneficial
owners of Service Shares in accordance with the rules that apply
to their accounts with the Service Organizations. In addition,
Service Organizations and other financial intermediaries will be
responsible for providing any communication from a Fund to the
shareholders, including but not limited to prospectuses,
prospectus supplements, proxy materials and notices regarding
the sources of dividend payments under Section 19 of the
Act.
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RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemption of Fund shares and
does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests
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SHAREHOLDER GUIDE
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from any investor. The Trust and Goldman Sachs
will not be liable for any loss resulting from rejected purchase
or exchange orders. To minimize harm to the Trust and its
shareholders (or Goldman Sachs), the Trust (or Goldman Sachs)
will exercise this right if, in the Trusts (or Goldman
Sachs) judgment, an investor has a history of excessive
trading or if an investors trading, in the judgment of the
Trust (or Goldman Sachs), has been or may be disruptive to a
Fund. In making this judgment, trades executed in multiple
accounts under common ownership or control may be considered
together to the extent they can be identified. No waivers of the
provisions of the policy established to detect and deter
market-timing and other excessive trading activity are permitted
that would harm the Trust or its shareholders or would
subordinate the interests of the Trust or its shareholders to
those of Goldman Sachs or any affiliated person or associated
person of Goldman Sachs.
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To deter excessive shareholder trading, certain
Goldman Sachs Funds (which are offered in separate prospectuses)
impose a redemption fee on redemptions made within 30 days
of purchase (60 days of purchase with respect to the
Goldman Sachs High Yield and High Yield Municipal Funds),
subject to certain exceptions. As a further deterrent to
excessive trading, many foreign equity securities held by the
Funds are priced by an independent pricing service using fair
valuation. For more information on fair valuation, please see
Shareholder Guide How 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 Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by financial intermediaries such as
broker-dealers, investment advisers 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
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such accounts typically provide the Funds with a
net purchase or redemption request on any given day where the
purchases and redemptions of Fund shares by the investors are
netted against one another. The identity of individual investors
whose purchase and redemption orders are aggregated are
ordinarily not tracked by the Funds on a regular basis. A number
of these financial intermediaries may not have the capability or
may not be willing to apply the Funds market-timing
policies or any applicable redemption fee. While Goldman Sachs
may monitor share turnover at the omnibus account level, a
Funds ability to monitor and detect market-timing by
shareholders or apply any applicable redemption fee in these
omnibus accounts may be limited in certain circumstances, and
certain of these financial 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 Funds and Goldman Sachs will be able to
identify all those who trade excessively or employ a
market-timing strategy, and curtail their trading in every
instance. If necessary, the Trust may prohibit additional
purchases of Fund shares by a financial intermediary or by
certain of the financial intermediarys customers.
Financial intermediaries may also monitor their customers
trading activities in the Funds. The criteria used by financial
intermediaries to monitor for excessive trading may differ from
the criteria used by the Funds. If a financial intermediary
fails to cooperate in the implementation or enforcement of
Trusts excessive trading policies, the Trust may take
certain actions including terminating the relationship.
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40
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Taxation
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As with any investment, you should consider how
your investment in the Funds will be taxed. The tax information
below is provided as general information. More tax information
is available in the SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Funds. Except as otherwise noted, the tax
information provided assumes that you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Fund distributions and the sale of your Fund
shares.
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Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Funds are generally subject
to federal income tax, and may also be subject to state or local
taxes. This is true whether you reinvest your distributions in
additional Fund shares or receive them in cash. For federal tax
purposes, the Funds distributions attributable to net
investment income and short-term capital gains are taxable to
you as ordinary income. Any long-term capital gain distributions
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%. Fund distributions to noncorporate
shareholders attributable to dividends received by the Funds
from U.S. and certain qualified foreign corporations will
generally be taxed at the long-term capital gain rate, as long
as certain other requirements are met. For these lower rates to
apply, the non-corporate shareholder must own the relevant Fund
shares for at least 61 days during the 121-day period
beginning 60 days before the Funds ex-dividend date.
The amount of a Funds distributions that would otherwise
qualify for this favorable tax treatment will be reduced as a
result of a Funds securities lending activities or by a
high portfolio turnover rate.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December. A percentage of the
Funds (other than the Real Estate Securities Fund)
dividends paid to corporate shareholders may
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be eligible for the corporate dividends-received
deduction. This percentage may, however, be reduced as a result
of a Funds securities lending activities or by a high
portfolio turnover rate. Character and tax status of all
distributions will be available to shareholders after the close
of each calendar year. The REIT investments of the Real Estate
Securities Fund often do not provide complete tax information to
the Fund until after the calendar year. Consequently, because of
the delay, it may be necessary for the Fund to request
permission to extend the deadline for issuance of Forms 1099-DIV
beyond January 31.
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Each Fund may be subject to foreign withholding
or other foreign taxes on income or gain from certain foreign
securities. In general, the Funds may deduct these taxes in
computing their taxable income.
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If you buy shares of a Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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Your sale of Fund shares is a taxable transaction
for federal income tax purposes, and may also be subject to
state and local taxes. For tax purposes, the exchange of your
Fund shares for shares of a different Goldman Sachs Fund is the
same as a sale. When you sell your shares, you will generally
recognize a capital gain or loss in an amount equal to the
difference between your adjusted tax basis in the shares and the
amount received. Generally, this capital gain or loss is
long-term or short-term depending on whether your holding period
exceeds twelve months, except that any loss realized on shares
held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that
were received on the shares. Additionally, any loss realized on
a sale, exchange or redemption of shares of a Fund may be
disallowed under wash sale rules to the extent the
shares disposed of are replaced with other shares of that Fund
within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of, such
as pursuant to a dividend reinvestment in shares of that Fund.
If disallowed, the loss will be reflected in an adjustment to
the basis of the shares acquired.
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When you open your account, you should provide
your Social Security Number or tax identification number on your
Account Application. By law, each Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
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42
TAXATION
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Non-U.S. investors are generally subject to U.S.
withholding tax and may be subject to U.S. estate tax. However,
withholding is generally not required on properly designated
distributions to non U.S. investors of long-term capital
gains.
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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 Funds will be subject to the risks associated
with equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that a Fund holds
may decline over short or extended periods. The stock markets
tend to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline. This volatility
means that the value of your investment in the Funds may
increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that a Fund invests in fixed income
securities, that Fund will also be subject to the risks
associated with its fixed income securities. These risks include
interest rate risk, credit/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 an issuer or guarantor could default on
its obligations, and a Fund will not recover its investment.
Call risk and extension risk are normally present in
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result in losses to
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44
APPENDIX A
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investors. The same would be true of asset-backed
securities such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for a Fund. A high rate of portfolio turnover (100% or
more) involves correspondingly greater expenses which must be
borne by a Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of a
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Funds, including their
associated risks. Additional information is provided in the 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 a Funds investment
objective, you should consider whether that Fund remains an
appropriate investment in light of your then current financial
position and needs.
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Risks of Investing in Internet and
Internet-Related Companies.
The
Tollkeeper Fund may invest in Internet and Internet-related
companies. Internet and Internet-related companies are generally
subject to a rate of change in technology which is higher than
other industries and often requires extensive and sustained
investment in research and development. As a result, Internet
and Internet-related companies are exposed to the risk of rapid
product obsolescence. Changes in governmental policies, such as
telephone and cable regulations and anti-trust enforcement, and
the need for regulatory approvals may have an adverse effect on
the products, services and securities of Internet and
Internet-related companies. Internet and Internet-related
companies may also produce or use products or services that
prove commercially unsuccessful. In addition, intense worldwide
competitive pressures and changing demand, evolving industry
standards, challenges in achieving product capability, loss of
patent protection or proprietary rights, reduction or
interruption in the supply of key components, changes in
strategic alliances, frequent mergers or acquisitions or other
factors can have a significant effect on the financial
conditions of companies in these industries. Competitive
pressures in the Internet and Internet-related industries
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may affect negatively the financial condition of
Internet and Internet-related companies. Internet and
Internet-related companies are also subject to the risk of
service disruptions and the risk of losses arising out of
litigation related to these disruptions. In certain instances,
Internet and Internet-related securities may experience
significant price movements caused by disproportionate investor
optimism or pessimism with little or no basis in fundamental
economic conditions. As a result of these and other reasons,
investments in the Internet and Internet-related industry can
experience sudden and rapid appreciation and depreciation.
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Risks of Initial Public Offerings.
The Tollkeeper and Real Estate
Securities Funds may invest in IPOs. An IPO is a companys
first offering of stock to the public. IPO risk is the risk that
the market value of IPO shares will fluctuate considerably due
to factors such as the absence of a prior public market,
unseasoned trading, the small number of shares available for
trading and limited information about the issuer. The purchase
of IPO shares may involve high transaction costs. IPO shares are
subject to market risk and liquidity risk. When a Funds
asset base is small, a significant portion of the Funds
performance could be attributable to investments in IPOs,
because such investments would have a magnified impact on the
Fund. As the Funds assets grow, the effect of the
Funds investments in IPOs on the Funds performance
probably will decline, which could reduce the Funds
performance. Because of the price volatility of IPO shares, a
Fund may choose to hold IPO shares for a very short period of
time. This may increase the turnover of the Funds
portfolio and may lead to increased expenses to the Fund, such
as commissions and transaction costs. By selling IPO shares, the
Fund may realize taxable gains it will subsequently distribute
to shareholders. In addition, the market for IPO shares can be
speculative and/or inactive for extended periods of time. There
is no assurance that a Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available
for trading in some IPOs may make it more difficult for a Fund
to buy or sell significant amounts of shares without an
unfavorable impact on prevailing prices. Investors in IPO shares
can be affected by substantial dilution in the value of their
shares, by sales of additional shares and by concentration of
control in existing management and principal shareholders.
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Funds may, to the extent
consistent with their respective investment policies, invest in
small and mid-capitalization companies and REITs. Investments in
small and mid-capitalization companies and REITs involve greater
risk and portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be thinly traded and may have to be sold
at a discount from current market prices or
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46
APPENDIX A
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in small lots over an extended period of time. In
addition, these securities are subject to the risk that during
certain periods the liquidity of particular issuers or
industries, or all securities in particular investment
categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or
adverse investor perceptions whether or not accurate. Because of
the lack of sufficient market liquidity, a Fund may incur losses
because it will be required to effect sales at a disadvantageous
time and only then at a substantial drop in price. Small and
mid-capitalization companies and REITs include
unseasoned issuers that do not have an established
financial history; often have limited product lines, markets or
financial resources; may depend on or use a few key personnel
for management; and may be susceptible to losses and risks of
bankruptcy. Small and mid-capitalization companies may be
operating at a loss or have significant variations in operating
results; may be engaged in a rapidly changing business with
products subject to a substantial risk of obsolescence; may
require substantial additional capital to support their
operations, to finance expansion or to maintain their
competitive position; and may have substantial borrowings or may
otherwise have a weak financial condition. In addition, these
companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing, and other capabilities,
and a larger number of qualified managerial and technical
personnel. Transaction costs for these investments are often
higher than those of larger capitalization companies.
Investments in small and mid-capitalization companies and REITs
may be more difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Foreign Investments.
The Funds may make foreign
investments. Foreign investments involve special risks that are
not typically associated with U.S. dollar denominated or quoted
securities of U.S. issuers. Foreign investments may be affected
by changes in currency rates, changes in foreign or U.S. laws or
restrictions applicable to such investments and changes in
exchange control regulations (
e.g.
, currency blockage). A
decline in the exchange rate of the currency (
i.e.
,
weakening of the currency against the U.S. dollar) in which a
portfolio security is quoted or denominated relative to the U.S.
dollar would reduce the value of the portfolio security. In
addition, if the currency in which a Fund receives dividends,
interest or other payments declines in value against the U.S.
dollar before such income is distributed as dividends to
shareholders or converted to U.S. dollars, the Fund may have to
sell portfolio securities to obtain sufficient cash to pay such
dividends.
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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
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47
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and, in certain markets, such procedures have
been unable to keep pace with the volume of securities
transactions, thus making it difficult to conduct such
transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of a Funds assets in one or a
few countries and currencies will subject a Fund to greater
risks than if a Funds assets were not geographically
concentrated.
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Investment in sovereign debt obligations by a
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn a 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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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers.
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APPENDIX A
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ADRs, GDRs and EDRs represent the right to
receive securities of foreign issuers deposited in a bank or
other depository. ADRs and certain GDRs are traded in the United
States. GDRs may be traded in either the United States or in
foreign markets. EDRs are traded primarily outside the United
States. Prices of ADRs are quoted in U.S. dollars. EDRs and
GDRs are not necessarily quoted in the same currency as the
underlying security.
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Risks of Emerging Countries.
Certain Funds may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in the Asia, Africa, Eastern Europe and Central and South
America. A 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
a Fund, the Investment Adviser, its affiliates and their
respective clients and other service providers. A Fund may not
be able to sell securities in circumstances where price, trading
or settlement volume limitations have been reached.
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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 a Fund. The repatriation of both investment
income and capital from certain emerging countries is subject to
restrictions such as the need for governmental consents. In
situations where a country restricts direct investment in
securities (which may occur in certain Asian and other
countries), a Fund may invest in such countries through other
investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be affected
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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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A Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return to a 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 a 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 a Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
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 a Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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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 a Funds
investments in such countries less liquid and more volatile than
investments in countries with more developed securities markets
(such as the
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50
APPENDIX A
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United States, Japan and most Western European
countries). A 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, a Fund may incur losses
because it will be required to effect sales at a disadvantageous
time and only then at a substantial drop in price. Investments
in emerging countries may be more difficult to value precisely
because of the characteristics discussed above and lower trading
volumes.
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A Funds use of foreign currency management
techniques in emerging countries may be limited. The Investment
Adviser anticipates that a significant portion of the
Funds currency exposure in emerging countries may not be
covered by these techniques.
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Risks of Illiquid Securities.
The Funds may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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Both domestic and foreign securities that are not
readily marketable
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Certain stripped mortgage-backed securities
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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Certain over-the-counter options
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Certain structured securities and swap
transactions
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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 a Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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Securities purchased by the Funds, 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
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51
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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 a 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
a 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 a 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
Guide How to Buy Shares How Are Shares Priced?.
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Risk of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the reference asset
or other factors. The gross returns to be paid or
swapped between the parties are generally calculated
with respect to a notional amount, for example, the
increase or decrease in value of a particular dollar amount
invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
amount, if any, by which that notional amount would have
decreased in value had it been invested in such stock.
Therefore, in this case the return to the Fund on the equity
swap should be the gain or loss on the notional amount plus
dividends on the stock less the interest paid by the Fund on the
notional amount. In other cases, when the Fund takes a short
position, a counterparty may agree to pay the Fund
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52
APPENDIX A
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the amount, if any, by which the notional amount
of the equity swap would have decreased in value had the Fund
sold a particular stock (or group of stocks) short, less the
dividend expense that the Fund would have paid on the stock, as
adjusted for interest payments or other economic factors.
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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Temporary Investment Risks.
The Funds 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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Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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n
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Certificates of deposit
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n
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Bankers acceptances
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n
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Repurchase agreements
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n
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Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
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n
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Cash items
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When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of a Funds shares. Redemptions by these funds,
accounts or individuals of their holdings in a Fund may impact
the Funds liquidity and NAV. These redemptions may also
force a Fund to sell securities, which may negatively impact the
Funds brokerage and tax costs.
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53
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 Funds, including their associated risks.
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The Funds 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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Convertible Securities.
The Funds may invest in
convertible securities. Convertible securities are preferred
stock or debt obligations that are convertible into common
stock. Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. Convertible securities in which a Fund invests are
subject to the same rating criteria as its other investments in
fixed income securities. Convertible securities have both equity
and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security
exceeds the conversion price of the convertible security, the
convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed
income security, tends to trade increasingly on a yield basis,
and thus may not decline in price to the same extent as the
underlying common stock.
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Foreign Currency Transactions.
The Funds may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract. A Fund may engage in foreign currency transactions
for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. In addition,
certain Funds may enter into foreign currency transactions to
seek a closer correlation between the Funds overall
currency exposures and the currency exposures of the Funds
performance benchmark. Certain Funds may also enter into such
transactions to seek to increase total return, which is
considered a speculative practice.
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Some Funds may also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. A Fund may
hold foreign currency received in connection with investments
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54
APPENDIX A
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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, a Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive a Fund of unrealized profits, transaction
costs or the benefits of a currency hedge or could force the
Fund to cover its purchase or sale commitments, if any, at the
current market price.
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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 Funds 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
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55
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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, a 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, equity linked notes. Any equity linked note is a
note whose performance is tied to a single stock, a stock index
or a basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked notes will be considered equity securities
for purposes of the Funds investment objective and
policies.
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Structured securities also 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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Structured securities also include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the
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56
APPENDIX A
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index rate of interest. The higher the degree of
leverage of an inverse floater, the greater the volatility of
its market value.
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REITs.
The
Funds may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable
income tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these risks may be heightened. A Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period.
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A call option gives the purchaser of the option
the right to buy, and the writer (seller) of the option the
obligation to sell, the underlying instrument during the option
period. Each Fund may write (sell) covered call and put options
and purchase put and call options on any securities in which the
Fund may invest or on any securities index consisting of
securities in which it may invest. A Fund may also, to the
extent consistent with its investment policies, purchase and
sell (write) put and call options on foreign currencies.
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase a
Funds transaction costs. Options written or purchased by
the Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing an option, a Fund
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57
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must set aside liquid assets, or
engage in other appropriate measures to cover its
obligation under the option contract.
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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 Funds may engage in
futures transactions on both U.S. and foreign exchanges.
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The Funds may purchase and sell futures
contracts, and purchase and write call and put options on
futures contracts, in order to seek to increase total return or
to hedge against changes in interest rates, securities prices
or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage its term structure,
sector selections and duration in accordance with its investment
objective and policies. Each Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of each Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act, and therefore
is not subject to registration or regulation as a pool operator
under that Act with respect to the Funds.
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Futures contracts and related options present the
following risks:
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n
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While a Fund may benefit from the use of futures
and options on futures, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in
poorer overall performance than if the Fund had not entered into
any futures contracts or options transactions.
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n
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and a Fund may be exposed to additional risk of
loss.
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n
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The loss incurred by a Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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n
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Futures markets are highly volatile and the use
of futures may increase the volatility of a Funds NAV.
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n
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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 a Fund.
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58
APPENDIX A
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n
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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n
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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A Fund must set aside liquid assets,
or engage in other appropriate measures to cover
open positions with respect to its transactions in futures
contracts and options on futures contracts. In the case of
futures contracts that do not cash settle, for example, a 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, a 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. Each
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, a 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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Equity Swaps.
The Funds may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by a Fund to invest in
a market without owning or taking physical custody of securities
in circumstances in which direct investment may be restricted
for legal reasons or is otherwise deemed impractical or
disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that the Investment Adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, a Fund
may suffer a loss, which may be substantial. The value of some
components of an equity swap (such as the dividends on a common
stock) may also be sensitive to changes in interest rates.
Furthermore, a Fund may suffer a loss if the counterparty
defaults. Because equity swaps are normally illiquid, a Fund may
be unable to terminate its obligations when desired. When
entering into swap contracts, a Fund must set aside
liquid assets, or engage in other appropriate measures to
cover its obligation under the swap contract.
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When-Issued Securities and Forward
Commitments.
The Funds 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 and
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59
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yield to the Fund at the time of entering into
the transaction. A forward commitment involves the entering into
a contract to purchase or sell securities for a fixed price at a
future date beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although a Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, a Fund may dispose of when-issued securities
or forward commitments prior to settlement if the Investment
Adviser deems it appropriate. 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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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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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If the other party or seller
defaults, a Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with delay and enforcement
of the repurchase agreement. In addition, in the event of
bankruptcy of the seller, a Fund could suffer additional losses
if a court determines that the Funds interest in the
collateral is not enforceable.
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The Funds, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
The Funds may engage in securities
lending. Securities lending involves the lending of securities
owned by a Fund to financial institutions such as certain
broker-dealers including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loan
continuously with cash, cash equivalents, U.S. government
securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by a Fund in short-term investments, including
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.
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60
APPENDIX A
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To the extent that cash collateral is so
invested, such collateral will be subject to market depreciation
or appreciation, and a Fund will be responsible for any loss
that might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of a Fund
(including the loan collateral). Loan collateral (including any
investment of the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed income securities and cash equivalents.
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A Fund may lend its securities to increase its
income. A Fund may, however, experience delay in the recovery of
its securities or incur a loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Short Sales Against-the-Box.
The Funds may make short sales
against-the-box. A short sale against-the-box means that at all
times when a short position is open the Fund will own an equal
amount of securities sold short, or securities convertible into
or exchangeable for, without payment of any further
consideration, an equal amount of the securities of the same
issuer as the securities sold short.
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Preferred Stock, Warrants and Rights.
The Funds may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the issuers earnings and assets before common stock
owners but after bond owners. Unlike debt securities, the
obligations of an issuer of preferred stock, including dividend
and other payment obligations, may not typically be accelerated
by the holders of such preferred stock on the occurrence of an
event of default or other non-compliance by the issuer of the
preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Other Investment Companies.
The Funds 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
any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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
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61
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limitations, subject to certain conditions and
pursuant to a contractual arrangement between the ETFs and the
investing funds. A Fund may rely on these exemptive orders to
invest in unaffiliated ETFs.
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The use of ETFs is intended to help a 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
NAV; (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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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, a 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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A Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. Although the Funds do not expect to
do so in the foreseeable future, each Fund is authorized to
invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the
same investment objective, policies and fundamental restrictions
as the Fund.
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Unseasoned Companies.
The Funds may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest
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62
APPENDIX A
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and repay principal. Each Fund may invest in
corporate debt obligations issued by U.S. and certain non-U.S.
issuers which issue securities denominated in the
U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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Bank Obligations.
The Funds may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
government regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important
part in the operation of this industry.
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U.S. Government Securities.
The Funds 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 Funds may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which a Fund may invest. The custodial receipts or
trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other
|
|
63
|
|
|
issuer of the securities held by the custodian or
trustee. If for tax purposes a Fund is not considered to be the
owner of the underlying securities held in the custodial or
trust account, the Fund may suffer adverse tax consequences. As
a holder of custodial receipts and trust certificates, a Fund
will bear its proportionate share of the fees and expenses
charged to the custodial account or trust. Each Fund may also
invest in separately issued interests in custodial receipts and
trust certificates.
|
|
|
|
Mortgage-Backed Securities.
The Funds may invest in
mortgage-backed securities. Mortgage-backed securities represent
direct or indirect participations in, or are collateralized by
and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate
mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity.
Privately issued mortgage-backed securities are normally
structured with one or more types of credit
enhancement. However, these mortgage-backed securities
typically do not have the same credit standing as U.S.
government guaranteed mortgage-backed securities.
|
|
|
|
Mortgage-backed securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs) and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment and
invests in certain mortgages principally secured by interests in
real property and other permitted investments. CMOs provide an
investor with a specified interest in the cash flow from a pool
of underlying mortgages or of other mortgage-backed securities.
CMOs are issued in multiple classes each with a specified fixed
or floating interest rate and a final scheduled distribution
rate. In many cases, payments of principal are applied to the
CMO classes in the order of their respective stated maturities,
so that no principal payments will be made on a CMO class until
all other classes having an earlier stated maturity date are
paid in full.
|
|
|
Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of mortgage-related obligations, and under certain
interest rate and payment scenarios, a Fund may fail to recoup
fully its investment in certain of these securities regardless
of their credit quality.
|
|
|
Mortgaged-backed securities also include stripped
mortgage-backed securities (SMBS), which are
derivative multiple class mortgage-backed securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting
|
64
APPENDIX A
|
|
|
entirely of principal payments generally is
unusually volatile in response to changes in interest rates. The
yields on SMBS that receive all or most of the interest from
mortgage loans are generally higher than prevailing market
yields on other mortgage-backed securities because their cash
flow patterns are more volatile and there is a greater risk that
the initial investment will not be fully recouped.
|
|
|
|
Asset-Backed Securities.
The Funds may invest in
asset-backed securities. Asset-backed securities are securities
whose principal and interest payments are collateralized by
pools of assets such as auto loans, credit card receivables,
leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be
expected to accelerate. Accordingly, a 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, a Fund will be unable to
possess and sell the underlying collateral and that a
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, a Fund may suffer a loss if it cannot sell collateral
quickly and receive the amount it is owed. 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.
|
|
|
|
|
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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65
|
|
|
|
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. 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, a Funds ability to achieve its
investment objective may depend to a greater extent on the
Investment Advisers judgment concerning the
creditworthiness of issuers than funds which invest in
higher-rated securities. Issuers of non-investment grade fixed
income securities may not be able to make use of more
traditional methods of financing and their ability to service
debt obligations may be affected more adversely than issuers of
higher-rated securities by economic downturns, specific
corporate or financial developments or the issuers
inability to meet specific projected business forecasts.
Negative publicity about the junk bond market and investor
perceptions regarding lower rated securities, whether or not
based on fundamental analysis, may depress the prices for such
securities.
|
|
|
|
|
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 a
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 a Fund of its initial investment and any
anticipated income or appreciation is uncertain.
|
|
|
|
|
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 a Fund
to incur losses because it will be required to effect sales at a
disadvantageous time and then
|
|
66
APPENDIX A
|
|
|
|
only at a substantial drop in price. These
factors may have an adverse effect on the market price and a
Funds ability to dispose of particular portfolio
investments. A less liquid secondary market also may make it
more difficult for a Fund to obtain precise valuations of the
high yield securities in its portfolio.
|
|
|
|
|
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.
|
|
|
|
|
Borrowings.
The Funds can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
|
|
|
|
|
Mortgage Dollar Rolls.
The Real Estate Securities Fund
may enter into mortgage dollar rolls. A mortgage dollar roll
involves the sale by a Fund of securities for delivery in the
current month. The Fund simultaneously contracts with the same
counterparty to repurchase substantially similar (same type,
coupon and maturity) but not identical securities on a specified
future date. During the roll period, the Fund loses the right to
receive principal and interest paid on the securities sold.
However, the Fund benefits to the extent of any difference
between (a) the price received for the securities sold and
(b) the lower forward price for the future purchase and/or
fee income plus the interest earned on the cash proceeds of the
securities sold. Unless the benefits of a mortgage dollar roll
exceed the income, capital appreciation and gain or loss due to
mortgage prepayments that would have been realized on the
securities sold as part of the roll, the use of this technique
will diminish the Funds performance.
|
|
|
|
|
Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, a Fund may experience a
loss. The Funds do not currently intend to enter into mortgage
dollar rolls for financing and do not treat them as borrowings.
|
|
|
|
|
Yield Curve Options.
The Real Estate Securities Fund,
may enter into options on the yield spread or
differential between two securities. Such transactions are
referred to as yield curve options. In contrast to
other types of options, a yield curve option is based on the
difference between the yields of designated securities,
|
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67
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|
|
rather than the prices of the individual
securities, and is settled through cash payments. Accordingly, a
yield curve option is profitable to the holder if this
differential widens (in the case of a call) or narrows (in the
case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
|
|
|
The trading of yield curve options is subject to
all of the risks associated with the trading of other types of
options. In addition, such options present a risk of loss even
if the yield on an underlying security remains constant, or if
the spread moves in a direction or to an extent which was not
anticipated.
|
|
|
|
Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit 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 a Fund the
right to receive the appreciation in the value of a specified
security, index or other instrument in return for a fee paid to
the counterparty, which will typically be an agreed upon
interest rate. If the underlying asset in a total return swap
declines in value over the term of the swap, the Fund may also
be required to pay the dollar value of that decline to the
counterparty. The Funds may also purchase and write (sell)
options contracts on swaps, commonly referred to as swaptions. A
swaption is an option to enter into a swap agreement. Like other
types of options, the buyer of a swaption pays a non-refundable
premium for the option and obtains the right, but not the
obligation, to enter into an underlying swap on agreed-upon
terms. The seller of a swaption, in exchange for the premium,
becomes obligated (if the option is exercised) to enter into an
underlying swap on agreed-upon terms. The purchase of an
interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to
receive payment of interest on a notional principal amount from
the party selling such interest rate cap. The purchase of an
interest rate floor entitles the purchaser, to the extent that a
specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from
the party selling the interest rate floor. An interest rate
|
|
68
APPENDIX A
|
|
|
collar is the combination of a cap and a floor
that preserves a certain return within a predetermined range of
interest rates.
|
|
|
|
The Funds may enter into the transactions
described above for hedging purposes or to seek to increase
total return. As an example, when a 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 a 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. A 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.
|
|
|
|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
|
|
|
Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher the degree of leverage of an
inverse floater, the greater the volatility of its market value.
|
69
|
|
|
Appendix B
Financial Highlights
|
|
|
|
The financial highlights tables are intended to
help you understand a Funds financial performance for the
past five years (or less if the Fund has been in operation for
less than five years). Certain information reflects financial
results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on
an investment in a Fund (assuming reinvestment of all dividends
and distributions). The information for the fiscal year ended
December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, whose report, along with the
Funds financial statements, is included in the Funds
annual report (available upon request). The information for the
fiscal periods ended December 31, 2006, 2005, 2004 and 2003
has been audited by the Funds prior independent registered
public accounting firm.
|
|
REAL ESTATE SECURITIES FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
22.51
|
|
|
$
|
18.13
|
|
|
$
|
17.37
|
|
|
$
|
14.05
|
|
|
$
|
10.57
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.12
|
|
|
|
0.22
|
|
|
|
0.27
|
|
|
|
0.33
|
|
|
|
0.47
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(3.62
|
)
|
|
|
5.94
|
|
|
|
1.91
|
|
|
|
4.35
|
|
|
|
3.59
|
|
|
|
|
|
Total from investment
operations
|
|
|
(3.50
|
)
|
|
|
6.16
|
|
|
|
2.18
|
|
|
|
4.68
|
|
|
|
4.06
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.28
|
)
|
|
|
(0.31
|
)
|
|
|
(0.33
|
)
|
|
|
(0.33
|
)
|
|
|
(0.42
|
)
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
(1.47
|
)
|
|
|
(1.09
|
)
|
|
|
(1.03
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
Total distributions
|
|
|
(3.42
|
)
|
|
|
(1.78
|
)
|
|
|
(1.42
|
)
|
|
|
(1.36
|
)
|
|
|
(0.58
|
)
|
|
|
|
Net asset value, end of
year
|
|
$
|
15.59
|
|
|
$
|
22.51
|
|
|
$
|
18.13
|
|
|
$
|
17.37
|
|
|
$
|
14.05
|
|
|
|
|
Total return
b
|
|
|
(16.07
|
)%
|
|
|
34.17
|
%
|
|
|
12.76
|
%
|
|
|
34.15
|
%
|
|
|
39.24
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
7,262
|
|
|
$
|
12,081
|
|
|
$
|
5,778
|
|
|
$
|
2,496
|
|
|
$
|
130
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.55
|
%
|
|
|
1.54
|
%
|
|
|
1.54
|
%
|
|
|
1.54
|
%
|
|
|
1.54
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.53
|
%
|
|
|
1.05
|
%
|
|
|
1.49
|
%
|
|
|
2.19
|
%
|
|
|
3.78
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.59
|
%
|
|
|
1.60
|
%
|
|
|
1.64
|
%
|
|
|
1.63
|
%
|
|
|
1.66
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
0.49
|
%
|
|
|
0.99
|
%
|
|
|
1.40
|
%
|
|
|
2.10
|
%
|
|
|
3.66
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
|
30
|
%
|
|
|
19
|
%
|
|
|
30
|
%
|
|
|
17
|
%
|
|
See page 72 for all footnotes.
70
APPENDIX B
TOLLKEEPER FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
8.99
|
|
|
$
|
7.99
|
|
|
$
|
7.85
|
|
|
$
|
6.96
|
|
|
$
|
4.78
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.11
|
)
c,d
|
|
|
(0.10
|
)
|
|
|
(0.09
|
)
|
|
|
(0.04
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.57
|
e
|
|
|
1.10
|
f
|
|
|
0.23
|
|
|
|
0.93
|
|
|
|
2.26
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.46
|
|
|
|
1.00
|
|
|
|
0.14
|
|
|
|
0.89
|
|
|
|
2.18
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.45
|
|
|
$
|
8.99
|
|
|
$
|
7.99
|
|
|
$
|
7.85
|
|
|
$
|
6.96
|
|
|
|
|
Total return
b
|
|
|
27.36
|
%
g
|
|
|
12.52
|
%
h
|
|
|
1.78
|
%
|
|
|
12.79
|
%
|
|
|
45.61
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
1,441
|
|
|
$
|
160
|
|
|
$
|
100
|
|
|
$
|
121
|
|
|
$
|
48
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.66
|
%
c
|
|
|
1.59
|
%
|
|
|
1.60
|
%
|
|
|
1.60
|
%
|
|
|
1.60
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.07
|
)%
c,d
|
|
|
(1.24
|
)%
|
|
|
(1.20
|
)%
|
|
|
(0.57
|
)%
|
|
|
(1.39
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.74
|
%
c
|
|
|
1.69
|
%
|
|
|
1.66
|
%
|
|
|
1.66
|
%
|
|
|
1.65
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(1.15
|
)%
c,d
|
|
|
(1.34
|
)%
|
|
|
(1.26
|
)%
|
|
|
(0.63
|
)%
|
|
|
(1.44
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
70
|
%
|
|
|
35
|
%
|
|
|
48
|
%
|
|
|
37
|
%
|
|
|
27
|
%
|
|
See page 72 for all footnotes.
71
Footnotes:
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
b
|
|
Assumes investment at the net asset value at
the beginning of the year, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the year and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Returns do not
reflect the deduction of taxes that a shareholder would pay on
Fund distributions or the redemption of Fund shares.
|
|
c
|
|
Includes non-recurring expense for a special
shareholder proxy meeting which amounted to approximately $0.01
per share and approximately 0.05% of average net
assets.
|
|
|
d
|
|
Reflects income recognized from special
dividends which amounted to $0.01 per share and 0.12% of average
net assets.
|
|
|
e
|
|
Reflects an increase of $0.07 per share and
0.67% of average net assets due to payments received for class
action settlements received during the year.
|
|
|
f
|
|
Reflects an increase of $0.04 per share and
0.47% of average net assets due to payments received for class
action settlements received during the year.
|
|
|
g
|
|
Total return reflects the impact of payments
received for class action settlements received during the year.
Excluding such payments, the total return would have been
27.82%
|
|
|
h
|
|
Total return reflects the impact of payments
received for class action settlements received during the year.
Excluding such payments, the total return would have been
12.64%
|
|
72
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
3 Fund
Investment Objectives and Strategies
|
|
|
3
|
|
Goldman Sachs Real Estate Securities Fund
|
|
|
6
|
|
Goldman Sachs
Tollkeeper Fund
|
|
|
|
8 Other
Investment Practices and Securities
|
|
|
|
10
Principal Risks of the Funds
|
|
|
|
15 Fund
Performance
|
|
|
18 Fund
Fees and Expenses
|
|
|
|
21
Service Providers
|
|
|
|
27
Dividends
|
|
|
|
28
Shareholder Guide
|
|
|
28
|
|
How To Buy Shares
|
|
|
34
|
|
How To Sell Shares
|
|
|
|
41
Taxation
|
|
|
|
44
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and
Techniques
|
|
|
|
70
Appendix B
Financial
Highlights
|
|
|
|
Select Satellite Funds
Prospectus
(Service
Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
|
|
Additional information about the Funds and their
policies is also available in the Funds SAI. The SAI is
incorporated by reference into this Prospectus (is legally
considered part of this Prospectus).
|
|
|
|
|
The Funds annual and semi-annual reports
and 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 and the SAI at the Funds website:
http://www.goldmansachsfunds.com.
|
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-621-2550
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
Goldman Sachs Tollkeeper Fund
SM
is a
service mark of Goldman, Sachs & Co.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
SPECSELSVC
Prospectus
|
|
|
Institutional
Shares
|
|
|
|
April 29, 2008
|
|
GOLDMAN SACHS
SELECT SATELLITE FUNDS
|
|
|
|
|
n
Goldman
Sachs Real Estate Securities Fund
n
Goldman
Sachs International Real Estate Securities Fund
n
Goldman
Sachs Tollkeeper Fund
SM
n
Goldman
Sachs Commodity Strategy Fund
|
|
|
|
THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
|
|
|
AN INVESTMENT IN A FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT RISKS, AND YOU MAY LOSE
MONEY IN A FUND.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOT
FDIC-INSURED
|
|
May Lose
Value
|
|
No Bank
Guarantee
|
|
|
|
|
General Investment
Management Approach
|
|
|
|
Goldman Sachs Asset Management, L.P.
(GSAM) serves as investment adviser to the Real
Estate Securities, International Real Estate Securities,
Tollkeeper and Commodity Strategy Funds (each, a
Fund, and, collectively, the Funds).
GSAM is referred to in this Prospectus as the Investment
Adviser.
|
|
REAL
ESTATE SECURITIES FUND AND INTERNATIONAL REAL ESTATE
SECURITIES FUND
|
|
|
|
|
Goldman
Sachs Real Estate Securities Investment
Philosophy:
|
|
|
|
When choosing portfolio securities for the Real
Estate Securities Fund and the International Real Estate
Securities Fund, the Investment Adviser:
|
|
|
|
|
|
|
n
|
Selects stocks based on quality and location of
assets, experienced management and a sustainable competitive
advantage.
|
|
|
|
n
|
Seeks to buy securities at a discount to the
intrinsic value of the business (assets and management).
|
|
|
|
n
|
Seeks a team approach to decision making.
|
|
|
|
|
Over time, real estate securities have
offered investors important diversification and competitive
total returns versus the broad equity and fixed income
markets.
|
|
|
|
References in this Prospectus to a Funds
benchmark or benchmarks are for informational purposes only, and
unless otherwise noted are not an indication of how a particular
Fund is managed.
|
1
|
|
|
|
THIS FUND INVESTS IN TOLLKEEPER COMPANIES (AS
DESCRIBED ON PAGES 9 AND 10), AND ITS NET ASSET VALUE (NAV)
MAY FLUCTUATE SUBSTANTIALLY OVER TIME. BECAUSE THE FUND
CONCENTRATES ITS INVESTMENTS IN TOLLKEEPER COMPANIES, THE
FUNDS PERFORMANCE MAY BE SUBSTANTIALLY DIFFERENT FROM THE
RETURNS OF THE BROADER STOCK MARKET. PAST PERFORMANCE IS NOT AN
INDICATION OF FUTURE RETURNS AND, DEPENDING ON THE TIMING OF
YOUR INVESTMENT, YOU MAY LOSE MONEY EVEN IF THE FUNDS PAST
RETURNS HAVE OUTPERFORMED THE FUNDS BENCHMARK DURING
SPECIFIED PERIODS OF TIME. THE FUNDS PARTICIPATION IN THE
INITIAL PUBLIC OFFERING (IPO) MARKET DURING ITS INITIAL START-UP
PHASE MAY HAVE HAD A MAGNIFIED IMPACT ON THE FUNDS
PERFORMANCE BECAUSE OF ITS RELATIVELY SMALL ASSET BASE AT THAT
TIME. IT IS PROBABLE THAT THE EFFECT OF IPO INVESTMENTS ON THE
FUNDS FUTURE PERFORMANCE WILL NOT BE AS SIGNIFICANT.
|
|
|
|
|
Goldman
Sachs Growth Investment Philosophy:
|
|
1. Invest as if buying the
company/business, not simply trading its stock:
|
|
|
|
|
n
|
Understand the business, management, products and
competition.
|
|
n
|
Perform intensive, hands-on fundamental research.
|
|
n
|
Seek businesses with strategic competitive
advantages.
|
|
n
|
Over the long-term, expect each companys
stock price ultimately to track the growth in the value of the
business.
|
|
|
|
|
2.
|
Buy high-quality growth businesses that
possess strong business franchises, favorable long-term
prospects and excellent management.
|
|
|
3.
|
Purchase superior long-term growth
companies at a favorable priceseek to purchase at a fair
valuation, giving the investor the potential to fully capture
returns from above-average growth rates.
|
|
|
|
Growth companies have earnings
expectations that exceed those of the stock market as a
whole.
|
2
GENERAL INVESTMENT
MANAGEMENT APPROACH
|
|
|
|
Goldman
Sachs Commodities Investing Philosophy:
|
|
|
|
Commodity markets can provide portfolio
diversification due to their low historical correlations with
traditional asset classes such as large cap equities and
investment grade fixed income securities. The Commodity Strategy
Fund seeks to provide this diversification primarily through
investments in commodity index-linked securities and other
securities that provide general exposure to the performance of
this asset class. The Fund also invests in fixed income and
other debt securities, taking an active investment approach as
described in greater detail below.
|
|
|
|
|
|
The Investment Adviser applies a team
approach that emphasizes risk management and capitalizes on
Goldman Sachs extensive research capabilities.
|
|
3
|
|
|
Fund Investment Objectives
and Strategies
|
|
|
|
Goldman Sachs
Real Estate Securities Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
Wilshire Real Estate
Securities Index
|
|
|
|
|
Investment
Focus:
|
|
REITs and real estate
operating companies
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
GREIX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in
a portfolio of equity investments in issuers the are
primarily engaged in or related to the real estate industry.*
The Fund expects that a substantial portion of its assets will
be invested in REITs, real estate industry companies and other
real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
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.
|
4
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. Although the
Fund will invest primarily in publicly traded
U.S. securities, it may invest up to 15% of its total
assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of a REITs investment in fixed
rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a REITs investment in
fixed rate obligations can be expected to decline. In contrast,
as interest rates on adjustable rate mortgage loans are reset
periodically, yields on a REITs investment in such loans
will gradually align themselves to reflect changes in market
interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.
|
5
|
|
|
Goldman Sachs
Real Estate Securities Fund
continued
|
|
|
|
The REIT investments of the Real Estate
Securities Fund often do not provide complete tax information to
the Fund until after the calendar year-end. Consequently,
because of the delay, it may be necessary for the Fund to
request permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in fixed-income
investments, such as government, corporate debt and bank
obligations, that offer the potential to further the Funds
investment objective.
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
6
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
Goldman Sachs
International Real Estate
Securities Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Total return comprised of
long-term growth of capital and
dividend income
|
|
|
|
|
Benchmark:
|
|
FTSE EPRA/NAREIT Global ex
US Real Estate Index
|
|
|
|
|
Investment
Focus:
|
|
Real estate operating
companies organized outside the United States or whose
securities are principally traded outside the United States
|
|
|
|
|
Investment
Style:
|
|
Growth at a reasonable
price
|
|
|
|
|
Symbol:
|
|
GIRIX
|
|
|
|
|
The Fund seeks total return comprised of
long-term growth of capital and dividend income.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
The Fund seeks to achieve its objective by
primarily investing in issuers that are real estate investment
trusts (REITs) or real estate operating companies organized
outside the United States or whose securities are principally
traded outside the United States.
|
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, substantially all and at least 80%
of its net assets plus any borrowings for investment purposes
(measured at time of purchase) (Net Assets) in a
portfolio of equity investments in issuers that are primarily
engaged in or related to the real estate industry (real
estate industry companies) outside the
United States*. The Fund expects that a substantial portion
of its assets will be invested in REITs, real estate industry
companies and other real estate related investments.
|
|
|
|
A real estate industry company is a
company that derives at least 50% of its gross revenues or net
profits from the ownership, development, construction,
|
|
|
*
|
To the extent required by SEC regulations,
shareholders will be provided with sixty days notice in the
manner prescribed by the SEC before any change in the
Funds policy to invest at least 80% of its Net Assets in
the particular type of investment suggested by its
name.
|
7
|
|
|
Goldman Sachs
International Real Estate
Securities Fund
continued
|
|
|
|
financing, management or sale of commercial,
industrial or residential real estate or interests therein. Real
estate companies may include real estate investment trusts
(REITs), REIT-like structures, or real estate operating
companies whose businesses and services are related to the real
estate industry.
|
|
|
The Funds investment strategy is based on
the premise that property market fundamentals are the primary
determinant of growth, underlying the success of companies in
the real estate industry. The Investment Adviser focuses on
companies that can achieve sustainable growth in cash flow and
dividend paying capability. The Investment Adviser attempts to
purchase securities so that its underlying portfolio will be
diversified geographically and by property type. The Fund will
invest primarily in publicly traded securities outside the
United States.
|
|
|
Investing in real estate securities involves
certain unique risks. Investments in real estate industry
companies may be affected by changes in the value of the
underlying property owned by the issuer or by overbuilding,
changes in zoning laws, environmental concerns and limits on
rents. In addition, real estate industry companies that hold
mortgages may be affected by the quality of any credit extended.
Real estate companies are dependent upon management skill, may
not be diversified, and are subject to heavy cash flow
dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to
qualify for tax free pass-through of income and failing to
maintain their exemptions from investment company registration.
Real estate companies whose underlying properties are
concentrated in a particular industry or geographic region are
also subject to risks affecting such industries and regions.
|
|
|
The Funds investments, especially
investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest
rates decline, the value of investments in fixed rate
obligations can be expected to rise. Conversely, when interest
rates rise, the value of investments in fixed rate obligations
can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on
a real estate companys investment in such loans will
gradually align themselves to reflect changes in market interest
rates, causing the value of such investments to fluctuate less
dramatically in response to interest rate fluctuations than
would investments in fixed rate obligations.
|
|
|
The REIT investments of the Fund often do not
provide complete tax information to the Fund until after the
calendar year-end. Consequently, because of the delay, it
|
8
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
may be necessary for the Fund to request
permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
|
|
|
The Fund expects to invest a substantial portion
of its assets in the securities of issuers located in Japan, the
United Kingdom, Australia, Hong Kong, Singapore, Canada and
France. From time to time, the Funds investments in a
particular country may exceed 25% of its investment portfolio.
|
|
|
Other.
The
Fund may invest up to 20% of its total assets in REITs or real
estate companies organized or principally traded in the United
States and fixed-income investments, such as government debt,
corporate debt and bank obligations, that offer the potential to
further the Funds investment objective.
|
|
|
|
The Fund is non-diversified under the
Act, and may invest more of its assets in fewer issuers than
diversified mutual funds. Therefore, 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.
|
|
9
|
|
|
Goldman Sachs
Tollkeeper Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term growth of capital
|
|
|
|
|
Investment
Focus:
|
|
U.S. equity investments
that offer long-term capital appreciation with a primary focus
on technology, media and service companies
|
|
|
|
|
Investment
Style:
|
|
Growth
|
|
|
|
|
Symbol:
|
|
GITIX
|
|
|
|
|
The Fund seeks long-term growth of capital.
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
Equity
Investments.
The Fund invests,
under normal circumstances, at least 80% of its net assets plus
any borrowings for investment purposes (measured at time of
purchase) (Net Assets) in equity investments in
Tollkeeper companies (as described below). The Fund
seeks to achieve its investment objective by investing in equity
investments of companies that the Investment Adviser believes
are well positioned to benefit from the proliferation of
technology. Although the Fund invests primarily in publicly
traded U.S. securities, it may invest up to 25% of its total
assets in foreign securities, including securities of issuers in
emerging markets or countries (emerging countries)
and securities quoted in foreign currencies.
|
|
|
The Fund intends to invest a substantial portion
of its assets in companies the Investment Adviser describes as
Tollkeepers. In general, the Investment Adviser defines a
Tollkeeper company as a high-quality technology, media or
service company that adopts or uses technology to improve its
cost structure, revenue
|
10
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
opportunities or competitive advantage. The
Investment Adviser seeks to identify Tollkeeper companies that
exhibit many of the following characteristics:
|
|
|
|
|
n
|
Strong brand name
|
|
n
|
Dominant market share
|
|
n
|
Recurring revenue streams
|
|
n
|
Free cash flow generation
|
|
n
|
Long product life cycle
|
|
n
|
Enduring competitive advantage
|
|
n
|
Excellent management
|
|
|
|
To the Investment Adviser, Tollkeeper connotes a
promising growth business. Like a toll collector for a highway
or bridge, Tollkeeper companies may grow revenue by increasing
traffic, or customers and sales, and raising
tolls, or prices, and margins. The Investment
Adviser believes that the characteristics of many Tollkeeper
companies, including dominant market share, strong brand name
and recurring revenue or the ability to generate free cash flow,
should enable them to consistently grow their business. The
Investment Adviser does not define companies that are capital
intensive, low margin businesses as Tollkeepers (although the
Investment Adviser may invest in such companies as part of the
Funds 20% basket of securities which are not or may not be
Tollkeepers).
|
|
|
The Internet is an example of a technology that
the Investment Adviser believes will drive growth for many
Tollkeeper businesses. The Internet has had, and is expected to
continue to have, a significant impact on the global economy, as
it changes the way many companies operate. Benefits of the
Internet for businesses may include global scalability,
acquisition of new clients, new revenue sources and increased
efficiencies. Tollkeeper companies adopting Internet
technologies to improve their business model include technology,
media and service companies.
|
|
|
Because of its focus on technology, media and
service companies, the Funds investment performance will
be closely tied to many factors which affect technology, media
and service companies. These factors include intense
competition, consumer preferences, problems with product
compatibility and government regulation. Tollkeeper securities
may experience significant price movements caused by
disproportionate investor optimism or pessimism with little or
no basis in fundamental economic conditions. The Fund may also
invest in a relatively few number of issuers. As a result, the
Funds NAV is more likely to have greater fluctuations than
that of a fund which is more diversified or invests in other
industries.
|
11
|
|
|
Goldman Sachs
Commodity Strategy Fund
|
|
|
|
FUND FACTS
|
|
|
|
|
|
Objective:
|
|
Long-term total return
|
|
|
|
|
Benchmark:
|
|
S&P GSCI Commodity
Index (GSCI)
|
|
|
|
|
Investment
Focus:
|
|
Fixed income securities,
other debt securities and commodity-linked securities.
|
|
|
|
|
Symbol:
|
|
GCCIX
|
|
|
|
|
The Fund seeks long-term total return.*
|
PRINCIPAL
INVESTMENT STRATEGIES
|
|
|
|
|
In pursuing its objective, the Fund seeks to
maintain substantial economic exposure to the performance of the
commodities markets. The Fund invests in a portfolio of
commodity index-linked securities (including leveraged and
unleveraged structured notes), other commodity-linked securities
and derivative instruments that provide exposure to the
performance of the commodities markets, and in other fixed
income and debt instruments. The Funds portfolio is
designed to provide exposure that corresponds to the investment
return of assets that trade in the commodity markets without
direct investment in physical commodities. It is expected that
certain of the Funds investments will produce leveraged
exposure to the commodities markets. Under normal circumstances,
the Fund invests at least 25% of its assets in commodity-linked
structured notes.
|
|
|
|
Commodity
Investments.
The Fund seeks to
provide exposure to the commodity markets and returns that
correspond to the performance of the GSCI by investing in
commodity-linked investments. The GSCI, formerly named the
Goldman Sachs Commodity Index, is a composite index of commodity
sector returns, representing an unleveraged, long-only
investment in commodity futures that is diversified across the
spectrum of commodities. Individual components qualify for
inclusion in the
|
|
|
*
|
The Funds investment objective is not a
fundamental policy and may be changed by the Funds Board
of Trustees without shareholder approval.
|
12
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
GSCI on the basis of liquidity and are weighted
by their respective world production quantities. In pursuing its
objective, the Fund attempts to provide exposure to the returns
of real assets that trade in the commodity markets without
direct investment in physical commodities. Real assets include
oil, gas, industrial and precious metals, livestock, and
agricultural or meat products, or other items that have tangible
properties. Commodity-linked investments may be more volatile
and less liquid than the underlying instruments and their value
may be affected by the performance of commodities as well as
weather, tax, and other regulatory or political developments,
overall market movements and other factors affecting the value
of particular industries or commodities, such as disease,
embargoes, acts of war or terrorism.
|
|
|
|
The Fund invests in commodity-linked derivative
instruments such as commodity-linked structured notes. The Fund
invests in commodity-linked notes that pay a return linked to
the performance of a commodities index or basket of futures
contracts with respect to all of the commodities in an index. In
some cases, the return will be based on some multiple of the
performance of the index. This embedded leverage will magnify
the positive and negative return the Fund earns from these notes
as compared to the index. The principal and/or interest payments
of commodity-linked derivatives are tied to the value of a real
asset or commodity index. Structured notes may be structured by
the issuer and the purchaser of the note. The notes are
derivative debt instruments with principal payments generally
linked to the value of commodities, commodity futures contracts
or the performance of commodity indices and interest and coupon
payments pegged to a market-based interest rate, such as LIBOR
or a banks prime rate. The value of these notes will rise
or fall in response to changes in the underlying commodity or
related index or investment. These notes expose the Fund
economically to movements in commodity prices. The Fund will
pursue its objective without directly investing in commodities.
The Fund seeks to provide exposure to various commodities and
commodities sectors. Commodity-linked derivative instruments
include commodity index-linked securities and other derivative
instruments that provide exposure to the investment returns of
the commodities markets.
|
|
|
|
Fixed
Income Investments.
The Fund
invests in investment grade fixed-income securities. Investment
grade securities are securities that are rated at the time of
purchase at least BBB- by Standard & Poors Rating
Group (Standard & Poors) or at least
Baa3 by Moodys Investors Service, Inc.
(Moodys), have a comparable rating by another
nationally recognized statistical rating organization
|
13
|
|
|
Goldman Sachs
Commodity Strategy Fund
continued
|
|
|
|
(NRSRO) or, if unrated, are
determined by the Investment Adviser to be of comparable
quality. The Fund may invest in corporate securities,
U.S. Government Securities, Mortgage-Backed Securities,
asset-backed securities, and fixed-income securities issued by
or on behalf of states, territories and possessions of the
United States (including the District of Columbia) and the
political subdivisions, agencies and instrumentalities thereof
(Municipal Securities). The average duration will
vary. The Fund may invest up to 25% of its net assets in foreign
securities. In addition, the Fund may invest up to 10% of its
assets in non-investment grade fixed-income securities. The
structured securities and commodity-linked derivative securities
may also be considered fixed income investments because they
typically pay a predetermined rate of return until the security
matures.
|
|
|
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 fixed-income securities are,
however, considered speculative and generally involve greater
price volatility and greater risk of loss of principal and
interest than higher rated securities. The Fund may purchase the
securities of issuers that are in default.
|
|
|
Other.
The
Fund will also invest in options, futures, options on futures
and swaps. The Fund will primarily allocate its assets between
fixed income and other debt securities and commodity-linked
instruments. In pursuing its investment objective, the Fund uses
the GSCI as its performance benchmark and will attempt to
produce returns that correspond to the performance of the GSCI,
but the Fund will not attempt to replicate the index. The Fund
may, therefore, invest in securities that are not included in
the GSCI.
|
|
|
The Fund will not invest 25% or more of its total
assets in instruments issued by companies in any one industry.
The Funds portfolio will reflect greater than 25% exposure
to the group of industries represented in the GSCI, however. If,
in the future, industries are added to or removed from
representation in the GSCI, the group of industries in which the
Funds exposure is concentrated will likewise change.
|
|
|
|
As of April 11, 2008, the GSCI included 24
commodities in five broad sectors: energy, industrial metals,
precious metals, agricultural products, and livestock products.
Current information on the composition of the index can be found
at: www2.goldmansachs.com/gsci.
|
|
14
FUND INVESTMENT OBJECTIVES
AND STRATEGIES
|
|
|
THE FUND IS NON-DIVERSIFIED UNDER THE
INVESTMENT COMPANY ACT OF 1940 (INVESTMENT COMPANY
ACT), AND MAY INVEST MORE OF ITS ASSETS IN FEWER ISSUERS
THAN DIVERSIFIED MUTUAL FUNDS. THEREFORE, 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.
|
15
Other Investment Practices
and Securities
The tables below and on the following page
identify some of the investment techniques that may (but are not
required to) be used by the Funds in seeking to achieve their
investment objectives. The tables also highlight the differences
and similarities among the Funds in their use of these
techniques and other investment practices and investment
securities. Numbers in this table show allowable usage only; for
actual usage, consult the Funds annual/semi-annual report.
For more information about these and other investment
practices and securities, see Appendix A. Each Fund
publishes on its website (http://www.goldmansachsfunds.com)
complete portfolio holdings for the Fund as of the end of each
calendar quarter subject to a fifteen day lag between the date
of the information and the date on which the information is
disclosed. In addition, the Funds publish on their website
month-end top ten holdings subject to a ten day lag between the
date of the information and the date on which the information is
disclosed. This information will be available on the website
until the date on which a Fund files its next quarterly
portfolio holdings report on Form N-CSR or Form N-Q with
the SEC. In addition, a description of a Funds policies
and procedures with respect to the disclosure of a Funds
portfolio holdings is available in the Funds Statement of
Additional Information (SAI).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (including securities lending collateral)
(italic type)
|
|
|
|
|
10 Percent of net assets (excluding borrowings for investment purposes) (roman type)
|
|
|
|
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
|
|
|
limited only by the strategies
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
of the Fund
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
Not permitted
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Investment
Practices
|
|
|
|
|
|
|
|
Borrowings
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
Credit, Currency, Index,
Interest Rate, Total Return and Mortgage Swaps and Options on
Swaps
*
|
|
15
|
|
15
|
|
|
|
15
|
|
Cross Hedging of Currencies
|
|
|
|
|
|
|
|
|
|
Custodial Receipts and
Trust Certificates
|
|
|
|
|
|
|
|
|
|
Equity
Swaps
*
|
|
15
|
|
15
|
|
15
|
|
15
|
|
Foreign Currency
Transactions
**
|
|
|
|
|
|
|
|
|
|
Futures Contracts and
Options on Futures Contracts
|
|
|
|
|
|
|
|
|
|
Interest Rate Caps, Floors
and Collars
|
|
|
|
|
|
|
|
|
|
Investment Company
Securities (including exchange-traded funds)
|
|
10
|
|
10
|
|
10
|
|
10
|
|
Mortgage Dollar Rolls
|
|
|
|
|
|
|
|
|
|
Options on Foreign
Currencies
1
|
|
|
|
|
|
|
|
|
|
Options on Securities and
Securities Indices
2
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Warrants
and Stock Purchase Rights
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements
|
|
|
|
|
|
|
|
|
|
Securities Lending
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
33 1/3
|
|
Short Sales Against the Box
|
|
25
|
|
25
|
|
|
|
|
|
Unseasoned Companies
|
|
|
|
|
|
|
|
|
|
When-Issued Securities and
Forward Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
**
|
|
Limited by the amount each Fund may invest in
foreign securities.
|
1
|
|
The Tollkeeper, Real Estate Securities and
International Real Estate Securities Funds may purchase and sell
call and put options.
|
|
2
|
|
The Funds may sell covered call and put
options and purchase call and put options.
|
|
16
OTHER INVESTMENT PRACTICES
AND SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Percent of total assets (excluding securities lending collateral)
(italic type)
|
|
|
|
|
10 Percent of Net Assets (including borrowings for investment purposes) (roman type)
|
|
|
|
|
No specific percentage limitation on usage;
|
|
|
|
International
|
|
|
|
|
limited only by the objectives and strategies
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
of the Fund
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
Not permitted
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Investment
Securities
|
|
|
|
|
|
|
|
American, European and
Global Depositary Receipts
|
|
|
|
|
|
|
|
|
|
Asset-Backed and
Mortgage-Backed Securities
3
|
|
|
|
|
|
|
|
|
|
Bank
Obligations
3
|
|
|
|
|
|
|
|
|
|
Commodity-linked
Derivative Instruments
|
|
|
|
|
|
|
|
|
|
Convertible
Securities
4
|
|
|
|
|
|
|
|
|
|
Corporate Debt
Obligations
3
|
|
|
|
|
|
|
|
|
|
Equity Investments
|
|
80+
|
|
80+
|
|
80+
|
|
|
|
Emerging Country Securities
|
|
15
5
|
|
|
|
25
5
|
|
25
5
|
|
Fixed Income Securities
|
|
20
|
|
20
|
|
20
|
|
|
|
Foreign Securities
|
|
15
5
|
|
|
|
25
5
|
|
25
5
|
|
Municipal
Securities
3
|
|
|
|
|
|
|
|
|
|
Non-Investment Grade Fixed
Income Securities
|
|
20
6
|
|
20
6
|
|
20
6
|
|
10
6
|
|
Real Estate Investment
Trusts
|
|
|
|
|
|
|
|
|
|
Stripped Mortgage-Backed
Securities
3
|
|
|
|
|
|
|
|
|
|
Structured Securities
(which may include equity linked notes)
*
3
|
|
|
|
|
|
|
|
|
|
Temporary Investments
|
|
|
|
|
|
|
|
|
|
U.S. Government
Securities
3
|
|
|
|
|
|
|
|
|
|
Yield Curve Options and
Inverse Floating Rate Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Limited to 15% of net assets (together with
other illiquid securities) for all structured securities and all
swap transactions that are not deemed liquid.
|
|
|
3
|
|
Limited by the amount the Fund invests in
fixed-income securities.
|
|
|
4
|
|
Convertible securities purchased by the Funds
use the same rating criteria for convertible and non-convertible
debt securities.
|
|
|
5
|
|
The Tollkeeper, Commodity Strategy and Real
Estate Securities Funds may invest in the aggregate up to 25%,
25% and 15%, respectively, of their total assets in foreign
securities, including emerging country securities.
|
|
|
6
|
|
May be BB or lower by Standard &
Poors Rating Group (Standard &
Poors) or Ba or lower by Moodys Investors
Service, Inc. (Moodys) or have a comparable
rating by another nationally-recognized statistical rating
organization at the time of investment.
|
|
17
Principal Risks of the Funds
Loss of money is a risk of investing in each
Fund. An investment in a Fund is not a deposit of any bank and
is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency. The following
summarizes the principal risks that apply to the Funds and may
result in a loss of your investment. None of the Funds should be
relied upon as a complete investment program. There can be no
assurance that a Fund will achieve its investment objective.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
|
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
Applicable
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
Not applicable
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Credit/Default
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
Emerging Countries
|
|
|
|
|
|
|
|
|
Industry Concentration
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
Derivatives
|
|
|
|
|
|
|
|
|
Interest Rate
|
|
|
|
|
|
|
|
|
IPO
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
|
|
Liquidity
|
|
|
|
|
|
|
|
|
Non-Diversification
|
|
|
|
|
|
|
|
|
REIT
|
|
|
|
|
|
|
|
|
Mid Cap and Small Cap
|
|
|
|
|
|
|
|
|
Investment Style
|
|
|
|
|
|
|
|
|
NAV
|
|
|
|
|
|
|
|
|
Non-Investment Grade Fixed
Income Securities
|
|
|
|
|
|
|
|
|
U.S. Government Securities
Risk
|
|
|
|
|
|
|
|
|
Internet
|
|
|
|
|
|
|
|
|
Commodity Sector
|
|
|
|
|
|
|
|
|
Real Estate Industry
|
|
|
|
|
|
|
|
|
Absence of Regulation
|
|
|
|
|
|
|
|
|
Call Risk
|
|
|
|
|
|
|
|
|
Extension Risk
|
|
|
|
|
|
|
|
|
Counterparty
|
|
|
|
|
|
|
|
|
Leverage
|
|
|
|
|
|
|
|
|
|
18
PRINCIPAL RISKS OF THE
FUNDS
General
Risks:
|
|
|
n
|
Credit/Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by a Fund may
default on its obligation to pay interest and repay principal.
|
|
n
|
Foreign
Risk
The risk that when a
Fund invests in foreign securities, it will be subject to risk
of loss not typically associated with domestic issuers. Loss may
result because of less foreign government regulation, less
public information and less economic, political and social
stability. Loss may also result from the imposition of exchange
controls, confiscations and other government restrictions. A
Fund will also be subject to the risk of negative foreign
currency rate fluctuations. Foreign risks will normally be
greatest when a Fund invests in issuers located in emerging
countries.
|
|
n
|
Emerging Countries
Risk
The securities markets
of Central and South American, African, Asian and Eastern
European and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller
market capitalizations, have less government regulation and are
not subject to as extensive and frequent accounting, financial
and other reporting requirements as the securities markets of
more developed countries. Further, investment in equity
securities of issuers located in certain emerging countries
involves risk of loss resulting from problems in share
registration and custody and substantial economic and political
disruptions. These risks are not normally associated with
investments in more developed countries.
|
|
n
|
Industry Concentration
Risk
The risk that a Fund
concentrates its investments in specific industry sectors that
have historically experienced substantial price volatility. A
Fund is subject to greater risk of loss as a result of adverse
economic, business or other developments than if its investments
were diversified across different industry sectors. Securities
of issuers held by a Fund may lack sufficient market liquidity
to enable a Fund to sell the securities at an advantageous time
or without a substantial drop in price.
|
n
|
Stock
Risk
The risk that stock
prices have historically risen and fallen in periodic cycles.
U.S. and foreign stock markets have experienced periods of
substantial price volatility in the past and may do so again in
the future.
|
n
|
Derivatives
Risk
The risk that loss may
result from a Funds investments in options, futures,
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 a Fund.
|
|
n
|
Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by a Fund
will decline in value. Long-term fixed income securities will
normally have more price volatility because of this risk than
short-term fixed income securities.
|
|
n
|
IPO
Risk
The risk that the market
value of IPO shares will fluctuate considerably due to factors
such as the absence of a prior public market, unseasoned
trading, the small number of shares available for trading and
limited information about the
|
19
|
|
|
issuer. The purchase of IPO shares may involve
high transaction costs. IPO shares are subject to market risk
and liquidity risk. When a Funds asset base is small, a
significant portion of the Funds performance could be
attributable to investments in IPOs, because such investments
would have a magnified impact on the Fund. As the Funds
assets grow, the effect of the Funds investments in IPOs
on the Funds performance probably will decline, which
could reduce the Funds performance.
|
|
|
n
|
Management
Risk
The risk that a strategy
used by the Investment Adviser may fail to produce the intended
results.
|
n
|
Market
Risk
The risk that the value
of the securities in which a Fund invests may go up or down in
response to the prospects of individual companies, particular
industry sectors or governments and/or general economic
conditions. Price changes may be temporary or last for extended
periods.
|
|
n
|
Liquidity
Risk
The risk that a Fund may
invest to a greater degree in instruments that trade in lower
volumes and may make investments that may be less liquid than
other investments. Also, the risk that a 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, a Fund may have to accept a lower price
or may not be able to sell the instrument at all. An inability
to see a portfolio position can adversely affect a Funds
value or prevent a Fund from being able to take advantage of
other investment opportunities. To meet redemption requests, a
Fund may be forced to sell liquid securities, at an unfavorable
time and conditions.
|
|
|
|
|
|
Funds that invest in non-investment grade fixed
income securities, small and mid-capitalization stocks, REITs
and emerging country issuers are 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.
|
|
|
|
|
|
Certain Goldman Sachs fund of funds portfolios
(the Fund of Funds Portfolios) may invest a
significant percentage of their assets in the Funds and other
funds for which GSAM now or in the future acts as investment
adviser or underwriter. Redemptions by a Fund of Funds Portfolio
of its position in a Fund may further increase liquidity risk
and may impact a Funds NAV.
|
|
|
|
n
|
Non-Diversification
Risk
The Real Estate
Securities Fund, International Real Estate Securities Fund and
Commodity Strategy Fund are non-diversified, meaning that each
Fund is permitted to invest more of its assets in fewer issuers
than diversified mutual funds. Thus, each 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.
|
20
PRINCIPAL RISKS OF THE
FUNDS
|
|
n
|
REIT
Risk
Investing in REITs
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable a Fund to
effect sales at an advantageous time or without a substantial
drop in price.
|
n
|
Mid Cap and Small Cap
Risk
The securities of small
capitalization and mid-capitalization companies involve greater
risks than those associated with larger, more established
companies and may be subject to more abrupt or erratic price
movements. Securities of such issuers may lack sufficient market
liquidity to enable a Fund to effect sales at an advantageous
time or without a substantial drop in price. Both mid-cap and
small-cap companies often have narrower markets and more limited
managerial and financial resources than larger, more established
companies. As a result, their performance can be more volatile
and they face greater risk of business failure, which could
increase the volatility of a Funds portfolio. Generally,
the smaller the company size, the greater these risks.
|
|
n
|
Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. A Fund
may outperform or underperform other funds that employ a
different investment style. Examples of different investment
styles include growth and value investing. Growth stocks may be
more volatile than other stocks because they are more sensitive
to investor perceptions of the issuing companys growth of
earnings potential. Growth companies are often expected by
investors to increase their earnings at a certain rate. When
these expectations are not met, investors can punish the stocks
inordinately even if earnings showed an absolute increase. Also,
because growth companies usually invest a high portion of
earnings in their business, growth stocks may lack the dividends
of some value stocks that can cushion stock prices in a falling
market. Growth oriented funds will typically underperform when
value investing is in favor. Value stocks are those that are
undervalued in comparison to their peers due to adverse business
developments or other factors.
|
|
|
|
|
n
|
NAV
Risk
The risk that the net
asset value (NAV) of a Fund and the value of your
investment will fluctuate.
|
|
|
n
|
Non-Investment Grade Fixed Income
Securities
The Funds may
invest in non-investment grade fixed income securities (commonly
known as junk bonds) that are considered
speculative. Non-investment grade fixed income securities and
unrated securities of comparable credit quality are subject to
the increased risk of an issuers inability to meet
principal and interest payment obligations. These
|
|
21
|
|
|
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.
|
|
|
n
|
U.S. Government Securities
Risk
The risk that the
U.S. government will not provide financial support to U.S.
government agencies, instrumentalities or sponsored enterprises
if it is not obligated to do so by law. Although many types of
U.S. Government Securities may be purchased by the Funds,
such as those issued by the Federal National Mortgage
Association (Fannie Mae), Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal Home Loan
Banks may be chartered or sponsored by Acts of Congress, their
securities are neither issued nor guaranteed by the United
States Treasury and, therefore, are not backed by the full faith
and credit of the United States. The maximum potential liability
of the issuers of some U.S. Government Securities held by
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.
|
Other
Specific Risks:
|
|
n
|
Internet
Risk
The risk that the stock
prices of Internet and Internet-related companies and therefore
the value of the Tollkeeper Fund will experience significant
price movements as a result of intense market volatility,
worldwide competition, consumer preferences, product
compatibility, product obsolescence, government regulation,
excessive investor optimism or pessimism, or other factors. The
Tollkeeper Fund may also invest in a relatively few number of
issuers. 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
|
Commodity Sector
Risk
Exposure to the
commodities markets may subject the Commodity Strategy Fund to
greater volatility than investments in traditional securities.
The value of commodity-linked derivative instruments may be
affected by changes in overall market movements, commodity index
volatility, changes in interest rates, or sectors affecting a
particular industry or commodity, such as drought, floods,
weather, livestock disease, embargoes, tariffs and international
economic, political and regulatory developments. The prices of
energy, industrial metals, precious metals, agriculture and
livestock sector commodities may fluctuate widely due to factors
such as changes in value, supply and demand and governmental
regulatory policies. The energy sector can be significantly
affected by changes in the prices and supplies of oil and other
energy fuels, energy conservation, the success of exploration
projects, and tax and other government regulations, policies of
the Organization of Petroleum Exporting Countries (OPEC) and
relationships among OPEC members and between OPEC and
oil-importing nations. The metals sector can be affected by
sharp price volatility over short
|
|
22
PRINCIPAL RISKS OF THE
FUNDS
|
|
|
|
periods caused by global economic, financial and
political factors, resource availability, government regulation,
economic cycles, changes in inflation or expectations about
inflation in various countries, interest rates, currency
fluctuations, metal sales by governments, central banks or
international agencies, investment speculation and fluctuations
in industrial and commercial supply and demand. The
commodity-linked securities in which the Commodity Strategy Fund
invests may be issued by companies in the financial services
sector, including the banking, brokerage and insurance sectors.
As a result, events affecting issues in the financial services
sector may cause the Funds share value to fluctuate.
|
|
|
n
|
Real Estate Industry
Risk
The Real Estate
Securities and International Real Estate Securities Funds are
subject to certain risks associated with real estate in general.
These risks include, among others: possible declines in the
value of real estate; risks related to general and local
economic conditions; possible lack of availability of mortgage
financing, variations in rental income, neighborhood values or
the appeal of property to tenants; interest rates; overbuilding;
extended vacancies of properties; increases in competition,
property taxes and operating expenses; and changes in zoning
laws. The real estate industry is particularly sensitive to
economic downturns. The values of securities of companies in the
real estate industry may go through cycles of relative
under-performance and out-performance in comparison to equity
securities markets in general.
|
|
|
n
|
Absence of
Regulation
The Commodity
Strategy Fund engages in OTC transactions. In general, there is
less governmental regulation and supervision of transactions in
the OTC markets (in which option contracts and certain options
on swaps are generally traded) than of transactions entered into
on organized exchanges.
|
|
|
n
|
Call
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Commodity Strategy Fund (such as a mortgage-backed
security) earlier than expected. This may happen when there is a
decline in interest rates. Under these circumstances, the Fund
may be unable to recoup all of its initial investment and will
also suffer from having to reinvest in lower yielding securities.
|
|
|
n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by the Commodity Strategy Fund (such as a mortgage-backed
security) later than expected. This may happen when there is a
rise in interest rates. Under these circumstances, the value of
the obligation will decrease, and the Fund will also suffer from
the inability to invest in higher yielding securities.
|
|
|
n
|
Counterparty
Risk
Many of the protections
afforded to participants on some organized exchanges, such as
the performance guarantee of an exchange clearing house, might
not be available in connection with OTC transactions. Therefore,
in those instances in which the Commodity Strategy Fund enters
into OTC transactions, the Fund will be subject to the risk that
its direct counterparty will not perform its obligations under
the transactions and that the Fund will sustain losses.
|
|
|
n
|
Leverage
Risk
Leverage creates
exposure to gains in a greater amount than the dollar amount
made in an investment by enhancing return or value without
|
|
23
|
|
|
increasing the investment amount. Borrowing and
the use of derivatives result in leverage. Leverage can magnify
the effects of changes in the value of the Commodity Strategy
Fund and make it more volatile. Relatively small market
movements may result in large changes in the value of a
leveraged investment. The Commodity Strategy Fund will segregate
or earmark liquid assets or otherwise cover transactions that
may give rise to such risk, to the extent required by applicable
law. The use of leverage may cause the Commodity Strategy Fund
to liquidate portfolio positions to satisfy its obligations or
to meet segregation requirements when it may not be advantageous
to do so.
|
More information about the Funds portfolio
securities and investment techniques, and their associated
risks, is provided in Appendix A. You should consider the
investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
24
HOW THE FUNDS
HAVE PERFORMED
|
|
|
|
The bar charts and tables on the following pages
provide an indication of the risks of investing in a Fund by
showing: (a) changes in the performance of a Funds
Institutional Shares from year to year; and (b) how the
average annual total returns of a Funds Institutional
Shares compare to those of broad-based securities market
indices. The bar chart (including Best Quarter and
Worst Quarter information) and table assume
reinvestment of dividends and distributions. A Funds past
performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future.
Performance reflects expense limitations in effect. If expense
limitations were not in place, a Funds performance would
have been reduced.
|
|
|
|
The Goldman Sachs Commodity Strategy Fund
commenced operations on March 30, 2007. No performance
information regarding the Goldman Sachs Commodity Strategy Fund
is included in this section because such Fund has less than one
calendar year of performance.
|
|
INFORMATION ON
AFTER-TAX RETURNS
|
|
|
|
These definitions apply to the after-tax returns.
|
|
|
Average
Annual Total Returns Before
Taxes.
These returns do not
reflect taxes on distributions on a Funds Institutional
Shares nor do they show how performance can be impacted by taxes
when shares are redeemed (sold) by you.
|
|
|
Average
Annual Total Returns After Taxes on
Distributions.
These returns
assume that taxes are paid on distributions on a Funds
Institutional Shares (
i.e.
, dividends and capital
gains) but do not reflect taxes that may be incurred upon
redemption (sale) of the Institutional Shares at the end of the
performance period.
|
|
|
Average
Annual Total Returns After Taxes on Distributions and Sale of
Shares.
These returns reflect
taxes paid on distributions on a Funds Institutional
Shares and taxes applicable when the shares are redeemed (sold).
|
|
|
Note on
Tax Rates.
The after-tax
performance figures are calculated using the historically
highest individual federal marginal income tax rates at the time
of the distributions and do not reflect state and local taxes.
In calculating the federal income taxes due on redemptions,
capital gains taxes resulting from a redemption are subtracted
from the redemption proceeds and the tax benefits from capital
losses resulting from the redemption are added to the redemption
proceeds. Under certain circumstances, the addition of the tax
benefits from capital losses resulting from redemptions may
cause the Returns After Taxes on Distributions and Sale of Fund
Shares to be greater than the Returns After Taxes on
Distributions or even the Returns Before Taxes.
|
25
Real Estate Securities Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q4
04 +17.58%
Worst
Quarter*
Q4 07 -11.87%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Institutional Shares
(Inception
7/27/98)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-15.63%
|
|
|
|
19.43%
|
|
|
|
13.54
|
%
|
Returns After Taxes on
Distributions**
|
|
|
-18.20%
|
|
|
|
17.03%
|
|
|
|
11.31
|
%
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-7.25%
|
|
|
|
16.38%
|
|
|
|
10.95
|
%
|
Wilshire Real Estate
Securities Index***
|
|
|
-17.78%
|
|
|
|
18.66%
|
|
|
|
12.45
|
%
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
|
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rules
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
|
|
***
|
|
The Wilshire Real Estate Securities Index is
an unmanaged index of publicly traded REITs and real estate
operating companies. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
|
26
FUND PERFORMANCE
International Real Estate
Securities Fund
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q1 07 +8.57%
Worst
Quarter*
Q4 07 -9.42%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
Since Inception
|
|
|
|
|
|
|
Institutional Shares
(Inception
7/31/06)
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
-2.23%
|
|
|
|
12.77
|
%
|
Returns After Taxes on
Distributions**
|
|
|
-4.71%
|
|
|
|
10.56
|
%
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
-1.19%
|
|
|
|
9.74
|
%
|
Wilshire Real Estate
Securities Index***
|
|
|
-0.88%
|
|
|
|
16.16
|
%
|
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
|
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rules
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
|
|
***
|
|
The Wilshire Real Estate Securities Index is
an unmanaged index of publicly traded REITs and real estate
operating companies. The Index figures do not reflect any
deduction for fees, expenses or taxes. An investor cannot invest
directly in an index.
|
|
27
Tollkeeper
Fund
SM
|
|
|
TOTAL RETURN
|
|
CALENDAR YEAR
|
|
|
|
Best Quarter*
Q4
01 +24.69%
Worst
Quarter*
Q3
01 -37.74%
|
|
|
AVERAGE ANNUAL
TOTAL RETURN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31, 2007
|
|
1 Year
|
|
5 Years
|
|
Since Inception
|
|
|
|
|
|
|
Institutional Shares
(Inception
10/1/99)
|
|
|
|
|
|
|
|
|
|
|
|
|
Returns Before Taxes
|
|
|
27.93%
|
|
|
|
19.62%
|
|
|
|
2.32
|
%
|
Returns After Taxes on
Distributions**
|
|
|
27.93%
|
|
|
|
19.62%
|
|
|
|
2.26
|
%
|
Returns After Taxes on
Distributions and Sale of Fund Shares**
|
|
|
18.15%
|
|
|
|
17.42%
|
|
|
|
1.96
|
%
|
NASDAQ Composite Index***
|
|
|
9.81%
|
|
|
|
14.70%
|
|
|
|
-0.42
|
%
|
|
|
|
|
*
|
|
Please note that Best Quarter and
Worst Quarter figures are applicable only to the
time period covered by the bar chart.
|
**
|
|
After-tax returns are calculated using the
historical highest individual federal marginal income tax rates
and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on an investors tax situation and
may differ from those shown. In addition, the after-tax returns
shown are not relevant to investors who hold Fund shares through
tax-deferred arrangements such as 401(k) plans or individual
retirement accounts.
|
***
|
|
The NASDAQ Composite Index is a broad-based
capitalization-weighted index of all NASDAQ National Market and
Small-Cap stocks. The Index figures do not reflect any deduction
for fees, expenses or taxes. An investor cannot invest directly
in an index.
|
|
|
|
From October 1, 1999 to August 1,
2004, under normal circumstances, the Fund invested at least 80%
of its Net Assets in equity investments in Internet
Tollkeeper companies, which are companies in the media,
telecommunications, technology and Internet sectors which
provide or permit Internet companies or Internet users access to
content, services or infrastructure. Beginning August 1,
2004, the Fund has invested at least 80% of its Net Assets in
equity investments in Tollkeeper companies which are
companies in the technology, media, or service sectors that
adopt or use technology to improve their cost structure, revenue
opportunities or competitive advantage.
|
28
Fund Fees and Expenses
(Institutional Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Institutional Shares of a Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
|
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
|
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Redemption Fees
1
|
|
|
None
|
|
|
|
2.0%
|
|
|
|
None
|
|
|
|
2.0%
|
|
Exchange Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
|
|
Annual Fund Operating
Expenses
(expenses that are deducted from Fund
assets):
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
3
|
|
|
1.00%
|
|
|
|
1.05%*
|
|
|
|
1.00%
|
|
|
|
0.50%
|
|
Distribution and Service
(12b-1) Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Other Expenses
4
*
|
|
|
0.08%
|
|
|
|
0.12%
|
|
|
|
0.18%
|
|
|
|
0.24%
|
|
|
Total Fund Operating
Expenses*
|
|
|
1.08%
|
|
|
|
1.17%
|
|
|
|
1.18%
|
|
|
|
0.74%
|
|
|
See page 30 for all other
footnotes.
|
|
|
|
|
*
|
The Investment Adviser has voluntarily entered
into an expense limitation agreement with each of the Funds.
Additionally, the Investment Adviser voluntarily waives a
portion of the management fees payable by the International Real
Estate Securities Fund. The Management Fees,
Other Expenses and Total Fund Operating
Expenses shown in the table above do not reflect voluntary
fee waivers and/or expense limitations currently in place with
respect to the Funds. The Funds Management
Fees, Other Expenses and Total Fund
Operating Expenses, after application of current waivers
and expense limitations, are as set forth below. These fee
waivers and 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
|
|
|
|
Real Estate
|
|
Real Estate
|
|
|
|
Commodity
|
|
|
Securities
|
|
Securities
|
|
Tollkeeper
|
|
Strategy
|
|
|
Fund
|
|
Fund
|
|
Fund
|
|
Fund
|
|
|
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fees
3
|
|
|
1.00%
|
|
|
|
1.03%
|
|
|
|
1.00%
|
|
|
|
0.50%
|
|
Distribution and Service (12b-1) Fees
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Other Expenses
4
|
|
|
0.04%
|
|
|
|
0.10%
|
|
|
|
0.10%
|
|
|
|
0.08%
|
|
|
Total Fund Operating Expenses (after
current waiver and expense limitations)
|
|
|
1.04%
|
|
|
|
1.13%
|
|
|
|
1.10%
|
|
|
|
0.58%
|
|
|
29
Fund Fees and Expenses
continued
|
|
|
|
1
|
|
A 2% redemption fee will be imposed on the
redemption of shares (including by exchange) of the
International Real Estate Securities Fund and Commodity Strategy
Fund held for 30 days or less.
|
|
|
2
|
|
Except for the Tollkeeper Fund, the
Funds annual operating expenses are based on actual
expenses incurred for the fiscal year ended December 31,
2007. The annual operating expenses for the Tollkeeper Fund are
based on amounts expected to be incurred for the fiscal year
ending December 31, 2008.
|
|
|
3
|
|
The Investment Adviser is entitled to
management fees from the Funds at the annual rates equal to the
following percentages of the average daily net assets of the
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Fee
|
|
Average Daily
|
|
|
Fund
|
|
Annual Rate
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
First $
|
1 billion
|
|
|
|
|
|
|
0.90%
|
|
|
Next $
|
1 billion
|
|
|
|
|
|
|
0.86%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
International Real
|
|
|
1.05%
|
|
|
First $
|
2 billion
|
|
|
|
Estate Securities
|
|
|
0.95%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
Tollkeeper
|
|
|
1.00%
|
|
|
First $
|
1 billion
|
|
|
|
|
|
|
0.90%
|
|
|
Next $
|
1 billion
|
|
|
|
|
|
|
0.86%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
0.50%
|
|
|
First $
|
2 billion
|
|
|
|
|
|
|
0.45%
|
|
|
Over $
|
2 billion
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally, the Investment Adviser is
currently voluntarily waiving a portion of its management fee
equal to 0.02% based on the average daily net assets of the
International Real Estate Securities Fund. As a result, the
Investment Adviser is currently receiving a management fee from
the International Real Estate Securities Fund at the annual rate
of 1.03%.
|
|
|
4
|
|
Other Expenses include transfer
agency fees and expenses equal on an annualized basis to 0.04%
of the average daily net assets of each 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
meeting and other extraordinary expenses, exclusive of any
custody and transfer agent fee credit reductions) to the
following percentages of each Funds average daily net
assets:
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Fund
|
|
Expenses
|
|
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
0.004%
|
|
|
|
International Real Estate Securities
|
|
|
0.064%
|
|
|
|
Tollkeeper
|
|
|
0.064%
|
|
|
|
Commodity Strategy
|
|
|
0.044%
|
|
|
|
30
FUND FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in a Fund (without the waivers and
expense limitations) with the cost of investing in other mutual
funds. The Example assumes that you invest $10,000 in
Institutional Shares of a Fund for the time periods indicated
and then redeem all of your Institutional Shares at the end of
those periods. The Example also assumes that your investment has
a 5% return each year and that a 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
|
|
5 Years
|
|
10 Years
|
|
|
Real Estate
Securities
|
|
$
|
110
|
|
|
$
|
343
|
|
|
$
|
595
|
|
|
$
|
1,317
|
|
|
International Real
Estate Securities
|
|
$
|
119
|
|
|
$
|
372
|
|
|
$
|
644
|
|
|
$
|
1,420
|
|
|
Tollkeeper
|
|
$
|
120
|
|
|
$
|
375
|
|
|
$
|
649
|
|
|
$
|
1,432
|
|
|
Commodity
Strategy
|
|
$
|
76
|
|
|
$
|
237
|
|
|
$
|
411
|
|
|
$
|
918
|
|
|
Institutions that invest in Institutional Shares
on behalf of their customers may charge other fees directly to
their customer accounts in connection with their investments.
You should contact your institution for information regarding
such charges. Such fees, if any, may affect the return such
customers realize with respect to their investments.
Certain institutions that invest in Institutional
Shares on behalf of their customers may receive other
compensation in connection with the sale and distribution of
Institutional Shares or for services to their customers
accounts and/or the Funds. For additional information regarding
such compensation, see How Do I Purchase Shares Through A
Financial Institution? in the Prospectus and
Payments to Intermediaries in the SAI.
31
|
|
|
Investment Adviser
|
|
Fund
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
|
|
Real Estate Securities
International Real Estate Securities
Tollkeeper
Commodity Strategy
|
|
|
|
|
|
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
December 31, 2007, GSAM, including its investment advisory
affiliates, had assets under management of $763 billion.
|
|
|
|
The Investment Adviser provides day-to-day advice
regarding the Funds portfolio transactions. The Investment
Adviser makes the investment decisions for the Funds and places
purchase and sale orders for the Funds portfolio
transactions in U.S. and foreign markets. As permitted by
applicable law, these orders may be directed to any brokers,
including Goldman Sachs and its affiliates. While the Investment
Adviser is ultimately responsible for the management of the
Funds, it is able to draw upon the research and expertise of its
asset management affiliates for portfolio decisions and
management with respect to certain portfolio securities. In
addition, the Investment Adviser has access to the research and
certain proprietary technical models developed by Goldman Sachs,
and will apply quantitative and qualitative analysis in
determining the appropriate allocations among categories of
issuers and types of securities.
|
|
|
The Investment Adviser also performs the
following additional services for the Funds:
|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Funds
|
|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Funds
|
|
n
|
Arranges for the preparation of all required tax
returns, reports to shareholders, prospectuses and statements of
additional information and other reports filed with the SEC and
other regulatory authorities
|
|
n
|
Maintains the records of each Fund
|
|
n
|
Provides office space and all necessary office
equipment and services
|
32
SERVICE PROVIDERS
|
|
|
As compensation for its services and its
assumption of certain expenses, the Investment Adviser is
entitled to the following fees, computed daily and payable
monthly, at the annual rates listed below (as a percentage of
each respective Funds average daily net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
|
|
For the Fiscal
|
|
|
|
|
Average Daily
|
|
Year Ended
|
Fund
|
|
Contractual Rate
|
|
Net Assets
|
|
December 31, 2007
|
|
|
Real Estate Securities
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
International
Real Estate
|
|
|
1.05%
|
|
|
|
First $2 billion
|
|
|
|
1.03%
|
|
|
Securities
|
|
|
0.95%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
Tollkeeper
|
|
|
1.00%
|
|
|
|
First $1 billion
|
|
|
|
1.00%
|
|
|
|
|
0.90%
|
|
|
|
Next $1 billion
|
|
|
|
|
|
|
|
|
0.86%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
Commodity Strategy
|
|
|
0.50%
|
|
|
|
First $2 billion
|
|
|
|
0.50%
|
|
|
|
|
0.45%
|
|
|
|
Over $2 billion
|
|
|
|
|
|
|
|
|
|
|
The Investment Adviser may voluntarily waive a
portion of its management fee from time to time and may
discontinue or modify any such voluntary limitations in the
future at its discretion.
|
|
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Funds in 2007 is available in the Funds annual report
dated December 31, 2007.
|
|
|
|
|
|
Real
Estate Securities Team
|
|
|
|
The Real Estate Securities portfolio management
team includes individuals with backgrounds in:
|
|
|
|
|
|
|
n
|
Fundamental real estate acquisition, development
and operations
|
|
|
|
n
|
Real estate capital markets
|
|
|
|
n
|
Mergers and acquisitions
|
|
|
|
n
|
Asset management
|
|
33
______________________________________________________________________________________________________________
Real
Estate Securities Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark Howard-Johnson,
CFA
Managing Director
|
|
Senior Portfolio
Manager
Real Estate Securities
International Real Estate Securities
|
|
Since
1998
2006
|
|
Mr. Howard-Johnson
joined the Investment Adviser as a portfolio manager in 1998.
His previous experience includes 15 years in the real
estate finance business.
|
|
David Kruth, CFA
Vice President
|
|
Senior Portfolio
Manager
Real Estate Securities
International Real Estate Securities
|
|
Since
2005
2006
|
|
Mr. Kruth joined
the Investment Adviser as a portfolio manager in 2005. His
previous experience includes approximately 18 years in the real
estate investment field, most recently managing real estate
securities funds at Citigroup (June 2004- May 2005) and
AllianceBernstein (June 1998- June 2004).
|
|
Timothy Michael
Hannon*
Head of Real Estate
at GSJBWere
|
|
Senior Portfolio
Manager
International Real Estate Securities
|
|
Since
2006
|
|
Mr. Hannon joined
Goldman Sachs JBWere as a portfolio manager in 1998. His
previous experience includes 8 years in the real estate
investment field and in the securities investment
field.
|
|
|
|
|
|
*
|
|
Goldman Sachs JBWere is a partially owned
subsidiary of Goldman Sachs that makes Mr. Hannons
services available to GSAM, L.P. to participate as a member
of the Real Estate Securities Team.
|
|
|
|
|
|
Mark Howard-Johnson is the head of the Real
Estate Securities Team. He and David Kruth are responsible for
the day-to-day investment decisions and final buy/sell decisions
of the Real Estate Securities Fund and Mr. Howard-Johnson,
Mr. Kruth and Mr. Hannon are responsible for the
day-to-day investment decisions and final buy/sell decisions of
the International Real Estate Securities Fund. However, all
investment decisions involve discussion with personnel from the
Investment Advisers real estate securities group. Each of
the Senior Portfolio Managers is responsible for liaising with
research analysts around the world, promoting his or her
securities selection ideas to the other members of the team and
thereafter debating their inclusion in the portfolios.
|
|
|
|
Growth
Investment Team
|
|
|
|
|
|
n
|
For 27 years the team has applied a
consistent investment discipline through diverse and complete
market cycles
|
|
|
|
n
|
$28.5 billion in equities currently under
management
|
|
|
n
|
A deep and experienced portfolio management and
research team comprised of industry experts that provide
in-depth research within each sector
|
34
SERVICE PROVIDERS
______________________________________________________________________________________________________________
Growth
Investment Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Steven M. Barry
Managing Director
Chief Investment Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Barry joined
the Investment Adviser as a portfolio manager in 1999. From 1988
to 1999, he was a portfolio manager at Alliance Capital
Management.
|
|
Gregory H. Ekizian,
CFA
Managing Director
Chief Investment
Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Ekizian joined
the Investment Adviser as a portfolio manager in 1997 when
Goldman Sachs Asset Management acquired Liberty Investment
Management. He was a senior portfolio manager at Liberty prior
to the acquisition. He joined Libertys predecessor firm
Eagle Asset Management in 1990.
|
|
David G. Shell, CFA
Managing Director
Chief Investment
Officer
|
|
Senior Portfolio
Manager
Tollkeeper
|
|
Since
1999
|
|
Mr. Shell joined
the Investment Adviser as a portfolio manager in 1997 when
Goldman Sachs Asset Management acquired Liberty Investment
Management. He was a senior portfolio manager at Liberty prior
to the acquisition. He joined Libertys predecessor firm
Eagle Asset Management in 1987.
|
|
|
|
|
|
Steve Barry, Dave Shell and Greg Ekizian are
Chief Investment Officers (CIOs) of the Growth team.
All 18 members of the team discuss their research analysis
and recommendations with the whole team at investment strategy
meetings. The entire team discusses and debates whether the
business being presented meets the Growth teams definition
of a high-quality growth business and the attractiveness of the
current valuation. The team reaches a consensus on whether a
business is worthy of a position in the portfolio. The CIOs are
accountable for all portfolio construction decisions and
determine the appropriate weight for each investment.
|
|
|
|
|
For information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds, see the SAI.
|
|
|
|
|
Commodity
Strategy Team
|
|
|
|
The Commodity Strategy portfolio management team
includes individuals with backgrounds in commodities and fixed
income investment management. With respect to the actively
managed fixed income portion of the portfolio:
|
|
|
|
|
|
n
|
The investment process revolves around four
groups: the Investment Strategy Group, the Top-down Strategy
Teams, the Bottom-up Strategy Teams and the Portfolio Teams.
|
35
|
|
|
|
|
n
|
These teams strive to maximize risk-adjusted
returns by de-emphasizing interest rate anticipation and
focusing on security selection and sector allocation.
|
|
|
|
n
|
The team manages approximately $184 billion
in municipal and taxable fixed income assets for retail,
institutional and high net worth clients.
|
|
______________________________________________________________________________________________________________
Commodity
Strategy Team
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Fund Responsibility
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Jonathan Beinner
Managing Director and Co-Head U.S. and Global Fixed Income
Teams
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Beinner joined
the Investment Adviser in 1990 and became a portfolio manager in
1992. He became Co-Head of the U.S. and Global Fixed Income
Teams in 2002.
|
|
Tom Kenny
Managing Director and Co-Head U.S. and Global Fixed Income
Teams
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Kenny joined
the Investment Adviser in 1999 as a senior portfolio manager.
Previously, he spent 13 years at Franklin Templeton where
he was a portfolio manager of high yield municipal and municipal
funds, Director of Municipal Research and Director of the
Municipal Bond Department. He became Co-Head of the U.S. and
Global Fixed Income Teams in 2002.
|
|
James B. Clark
Managing Director, Co-Head U.S. Fixed Income Team
|
|
Senior Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Clark joined
the Investment Adviser in 1994 as a portfolio manager after
working as an investment manager in the mortgage-backed
securities group at Travelers Insurance Company.
|
|
Stephen Lucas
Managing Director
|
|
Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Lucas is head of
commodities management for the Global Fixed Income Team. He
joined GSAM in 2001. Previously, he worked in Firmwide Risk at
Goldman, Sachs & Co. Before that, he was a
proprietary trader at Chase Manhattan. He has 11 years of
industry experience.
|
|
Michael Johnson
Vice President
|
|
Portfolio
Manager
Commodity Strategy
|
|
Since
2007
|
|
Mr. Johnson is a
member of the commodities management team. Before joining GSAM
in 2002, he was employed with Conning & Company as an
Associate in the Equity Research Group for one year. Prior to
that, Mr. Johnson was a Senior Financial Analyst with the
Reinsurance Division at CIGNA Corporation.
|
|
|
|
|
Jonathan Beinner serves as the Chief Investment
Officer for the Global and U.S. Fixed Income Portfolio
Management Team. Alongside Tom Kenny, he Co-Heads the Global and
U.S. Fixed Income Team and is responsible for high-level
|
36
SERVICE PROVIDERS
|
|
|
|
decisions pertaining to portfolios across
multiple strategies. The Fixed Income Portfolio Management Team
is organized into a series of specialist teams which focus on
generating and implementing investment ideas within their area
of expertise. Both top-down and bottom-up decisions are made by
these small strategy teams, rather than by one portfolio manager
or committee. Ultimate accountability for the portfolio resides
with the lead portfolio managers, who set the long-term risk
budget and oversee the portfolio construction process.
|
|
|
|
|
The SAI provides information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Funds.
|
|
DISTRIBUTOR AND
TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of each Funds shares. Goldman
Sachs, 71 S. Wacker Drive, Suite 500, Chicago, Illinois
60606, also serves as each 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 Funds. Goldman
Sachs reserves the right to redeem at any time some or all of
the shares acquired for its own account.
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
a Fund or limit a 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 Funds directly and
indirectly invest. Thus, it is likely that the Funds will have
multiple business relationships with and will invest in, engage
in transactions with, make voting decisions with respect to, or
obtain services from entities for which Goldman Sachs performs
or seeks to perform investment banking or other services.
Goldman Sachs and its affiliates engage in proprietary trading
and advise accounts and funds which have investment objectives
similar to those of
|
37
|
|
|
|
the Funds and/or which engage in and compete for
transactions in the same types of securities, currencies and
instruments as the Funds. Goldman Sachs and its affiliates will
not have any obligation to make available any information
regarding their proprietary activities or strategies, or the
activities or strategies used for other accounts managed by
them, for the benefit of the management of the Funds. The
results of a 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 a
Fund could sustain losses during periods in which Goldman Sachs
and its affiliates and other accounts achieve significant
profits on their trading for proprietary or other accounts. In
addition, the Funds may enter into transactions in which Goldman
Sachs or its other clients have an adverse interest. For
example, a 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 Funds. Transactions by
one or more Goldman Sachs advised-clients or the Investment
Adviser may have the effect of diluting or otherwise
disadvantaging the values, prices or investment strategies of
the Funds. A 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 service firm,
Goldman Sachs also provides a wide range of investment banking
and financial services to issuers of securities and investors in
securities. Goldman Sachs, its affiliates and others associated
with it may create markets or specialize in, have positions in
and affect transactions in, securities of issuers held by the
Funds, and may also perform or seek to perform investment
banking and financial services for those issuers. Goldman Sachs
and its affiliates may have business relationships with and
purchase or distribute or sell services or products from or to
distributors, consultants or others who recommend the Funds or
who engage in transactions with or for the Funds. For more
information about conflicts of interest, see the SAI.
|
|
|
|
|
Under a securities lending program approved by
the Funds Board of Trustees, the Funds may retain an
affiliate of the Investment Adviser to serve as a securities
lending agent for each Fund to the extent that the Funds engage
in the securities lending program. For these services, the
lending agent may receive a fee from the Funds, including a fee
based on the returns earned on the Funds investment of the
cash received as collateral for the loaned securities. The Board
of Trustees periodically reviews all portfolio securities loan
transactions for which the affiliated lending agent has acted as
lending agent. In addition, the Funds 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.
|
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38
|
|
|
Dividends
|
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|
|
Each Fund pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
|
n
|
Cash
|
|
n
|
Additional shares of the same class of the same
Fund
|
|
|
n
|
Shares of the same 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 applicable Fund.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
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|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
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|
Investment
|
|
Capital Gains
|
Fund
|
|
Income Dividends
|
|
Distributions
|
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|
Real Estate Securities
|
|
Quarterly
|
|
Annually
|
|
International Real Estate
Securities
|
|
Semi-annually
|
|
Annually
|
|
Tollkeeper
|
|
Annually
|
|
Annually
|
|
Commodity Strategy
|
|
Quarterly
|
|
Annually
|
|
|
|
|
From time to time a portion of a 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 a Fund, part of the
NAV per share may be represented by undistributed income and/or
undistributed 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.
|
39
|
|
|
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 Funds?
|
|
|
You may purchase Institutional Shares on any
business day at their NAV next determined after receipt of an
order. No sales load is charged. In order to make an initial
investment in a Fund, you must furnish to the Fund or your
financial institution an Account Application. You should either:
|
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|
|
|
|
|
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 Funds 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,
a Fund may accept cashiers checks or official bank checks.
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|
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|
It is strongly recommended that payment be
effected by wiring federal funds.
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|
|
|
|
It is expected that checks will be converted to
federal funds within two business days after receipt.
|
|
|
|
|
How Do
I Purchase Shares Through A Financial Institution?
|
|
|
Certain institutions (including banks, trust
companies, brokers and investment advisers) that provide
recordkeeping, reporting and processing services to their
customers may be authorized to accept, on behalf of the Trust,
purchase, redemption and exchange orders placed by or on behalf
of their customers, and may designate other intermediaries to
accept such orders, if approved by the Trust. In these cases:
|
|
|
|
|
n
|
A Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
institution or other financial intermediary on a business day,
and the order will be priced at the Funds NAV per share
(less any
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40
SHAREHOLDER GUIDE
|
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|
|
|
applicable redemption fee in the case of
redemption orders) next determined after such acceptance.
|
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|
|
n
|
Authorized institutions and other financial
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 financial
intermediary to learn whether it is authorized to accept orders
for the Trust. These institutions or other financial
intermediaries (Intermediaries) may receive payments
from the Funds or Goldman Sachs for the services provided by
them with respect to the Funds Institutional Shares. These
payments may be in addition to other payments borne by the Funds.
|
|
|
|
|
The Investment Adviser, Distributor and/or their
affiliates may make payments or provide services to authorized
dealers and other Intermediaries to promote the sale,
distribution and/ or servicing of shares of the Funds and other
Goldman Sachs Funds. These payments are made out of the
Investment Advisers, Distributors and/ or their
affiliates own assets, and are not an additional charge to
the Funds. Such payments are intended to compensate
Intermediaries for, among other things: marketing shares of the
Funds and other Goldman Sachs Funds, which may consist of
payments relating to Funds included on preferred or recommended
fund lists or in certain sales programs from time to time
sponsored by the Intermediaries; access to the
Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in
training and education of personnel; marketing support; and/or
other specified services intended to assist in the distribution
and marketing of the Funds and other Goldman Sachs Funds. The
payments may also, to the extent permitted by applicable
regulations, contribute to various non-cash and cash incentive
arrangements to promote the sale of Institutional Shares, as
well as sponsor various educational programs, sales contests
and/ or promotions. The payments by the Investment Adviser,
Distributor and/ or their affiliates, which are in addition to
the fees paid for these services by the Funds, may also
compensate Intermediaries for subaccounting, sub-transfer
agency, administrative and/ or shareholder processing services.
These payments may exceed amounts earned on these assets by the
Investment Adviser, Distributor and/or their affiliates for the
performance of these or similar services. The amount of these
additional payments is normally not expected to exceed 0.50%
(annualized) of the amount sold or invested through the
Intermediaries. In addition, certain Intermediaries may have
access to certain services from the Investment Adviser,
Distributor and/or their affiliates, including research reports
and economic analysis, and portfolio analysis tools. In certain
cases, the Intermediary may not pay for these services. Please
refer to the Payments to Intermediaries section of
the SAI for more information about these payments and services.
|
|
41
|
|
|
|
The payments made by the Investment Adviser,
Distributor and/or their affiliates and the services received by
an Intermediary may differ for different Intermediaries. The
presence of these payments, receipt of these services and the
basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a
particular Intermediary, registered representative or
salesperson to highlight, feature or recommend Funds based, at
least in part, on the level of compensation paid. You should
contact your Authorized Institution or Intermediary for more
information about the payments it receives and any potential
conflicts of interest.
|
|
|
|
In addition to Institutional Shares, each Fund
also offers other classes of shares to investors. These other
share classes are subject to different fees and expenses (which
affect performance), have different minimum investment
requirements and 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.
|
42
SHAREHOLDER GUIDE
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|
|
What Is
My Minimum Investment In The Funds?
|
|
|
|
|
|
|
Type of Investor
|
|
Minimum Investment
|
|
|
n
Banks,
trust companies or other
depository
institutions investing for
their own account or on
behalf of
their clients
|
|
$1,000,000 in
Institutional Shares of a Fund alone or in combination with
other assets under the management of GSAM and its affiliates
|
n
Section 401(k),
profit sharing, money
purchase
pension, tax-sheltered
annuity, defined benefit
pension, or
other employee benefit plans that
are
sponsored by one or more
employers (including
governmental or
church employers) or
employee
organizations
|
|
|
n
State,
county, city or any
instrumentality,
department,
authority or agency thereof
|
|
|
n
Corporations
with at least $100 million in assets
or
in outstanding publicly traded
securities
|
|
|
n
Wrap
account sponsors (provided they have
an
agreement covering the arrangement
with GSAM)
|
|
|
n
Registered
investment advisers investing
for
accounts for which they receive
asset-based fees
|
|
|
n
Qualified
non-profit organizations,
charitable
trusts, foundations and
endowments
|
|
|
|
n
Individual
investors
|
|
$10,000,000
|
n
Accounts
over which GSAM or its
advisory
affiliates have investment
discretion
|
|
|
n
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
The Goldman Sachs Trust Company of Delaware acts in fiduciary
capacity (
i.e.
, as agent or trustee); certain mutual fund
wrap programs at the discretion of the Trusts
officers; and for
|
43
|
|
|
|
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 a Fund is evident, or if purchases,
sales or exchanges are, or a subsequent abrupt redemption might
be, of a size that would disrupt the management of a Fund.
|
|
|
n
|
Close a Fund to new investors from time to time
and reopen any such Fund whenever it is deemed appropriate by a
Funds Investment Adviser.
|
|
|
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 Funds.
|
|
|
|
The Funds may allow you to purchase shares with
securities instead of cash if consistent with a Funds
investment policies and operations and if approved by the
Funds Investment Adviser.
|
|
|
|
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
Funds 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 Funds. Applications without the required information
may not be accepted by the Funds. After accepting an
application, to the extent permitted by applicable law or their
customer identification program, the Funds reserve the right to:
(i) place limits on transactions in any account until the
identity of the investor is verified; (ii) refuse an
investment in the Funds; or (iii) involuntarily redeem an
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|
44
SHAREHOLDER GUIDE
|
|
|
|
investors shares and close an account in
the event that the Funds are unable to verify an investors
identity. The Funds and their agents will not be responsible for
any loss in an investors account resulting from the
investors delay in providing all required 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 a 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 Funds calculate NAV as follows:
|
|
|
|
|
|
NAV =
|
|
(Value of Assets of the Class)
- (Liabilities of the Class)
Number of Outstanding Shares of the Class
|
|
|
|
|
The Funds investments are valued based on
market quotations, or if market quotations are not readily
available, or if the Investment Adviser believes that such
quotations do not accurately reflect fair value, the fair value
of the Funds investments may be determined in good faith
under procedures established by the Trustees.
|
|
|
|
|
In the event that a Fund invests a significant
portion of assets in foreign equity securities, fair
value prices are provided by an independent fair value
service in accordance with the fair value procedures approved by
the Trustees. Fair value prices are used because many foreign
markets operate at times that do not coincide with those of the
major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the
foreign market and the time of determining the NAV, and would
not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value price for a
particular security, or if the price provided does not meet the
established criteria for a 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 its procedures and applicable regulatory guidance, may (but
need not) determine to make an adjustment to the previous
closing prices of either domestic or foreign securities in light
of significant events, to reflect what it believes to be the
fair value of the securities at the time of determining a
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
|
|
45
|
|
|
|
fluctuations in U.S. or foreign markets; market
dislocations; market disruptions or market closings; equipment
failures; natural or man made disasters or acts of God; armed
conflicts; 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, including those relating to earnings,
products and regulatory news; significant litigation; low
trading volume; and trading limits, or suspensions.
|
|
|
|
One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Fund shares.
However, it involves the risk that the values used by the Funds
to price their investments may be different from those used by
other investment companies and investors to price the same
investments.
|
|
|
Investments in other registered mutual funds (if
any) are valued based on the NAV of those mutual funds (which
may use fair value pricing as discussed in their prospectuses).
|
|
|
|
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.
|
|
|
|
n
|
The Trust reserves the right to reprocess
purchase (including dividend reinvestments), redemption and
exchange transactions that were processed at a NAV that is
subsequently adjusted, and to recover amounts from (or
distribute amounts to) shareholders accordingly based on the
official closing NAV as adjusted.
|
|
|
n
|
The Trust reserves the right to advance the time
by which purchase and redemption orders must be received for
same business day credit as otherwise permitted by the SEC.
|
|
|
|
Consistent with industry practice, investment
transactions not settling on the same day are recorded and
factored into a Funds 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.
|
46
SHAREHOLDER GUIDE
|
|
|
Note: The time at which transactions and
shares are priced and the time by which orders must be received
may be changed in case of an emergency or if regular trading on
the New York Stock Exchange is stopped at a time other than its
regularly scheduled closing time. In the event the New York
Stock Exchange does not open for business, the Trust may, but is
not required to, open one or more Funds for purchase, redemption
and exchange transactions if the Federal Reserve wire payment
system is open. To learn whether a Fund is open for business
during this situation, please call 1-800-621-2550.
|
|
|
Foreign securities may trade in their local
markets on days a Fund is closed. As a result, if a Fund
holds foreign securities, its NAV may be impacted on days when
investors may not purchase or redeem Fund shares.
|
|
|
|
How Can
I Sell Institutional Shares Of The Funds?
|
|
|
You may arrange to take money out of your account
by selling (redeeming) some or all of your shares.
Generally,
each Fund will redeem its Institutional Shares upon request on
any business day at the 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 wire (if the wire instructions are
designated in the records of the Transfer Agent). Redemptions
may be requested in writing, by electronic trading platform or
by telephone (unless the institution opts out of the telephone
redemption privilege on the Account Application).
|
|
|
|
|
Generally, 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 to verify instructions.
|
|
|
|
|
Certain institutions and financial intermediaries
are authorized to accept redemption requests on behalf of the
Funds as described under How Do I Purchase Shares Through
A Financial Institution?
|
|
|
|
When Do
I Need A Medallion Signature Guarantee To Redeem
Shares?
|
|
A Medallion signature guarantee may be required
if:
|
|
|
|
|
n
|
You would like the redemption proceeds sent to an
address that is not your address of record; or
|
|
|
n
|
You would like the redemption proceeds sent to a
bank account that is not designated in the current records of
the Transfer Agent.
|
|
47
|
|
|
|
A Medallion signature guarantee must be obtained
from a bank, brokerage firm or other financial intermediary that
is a member of an approved Medallion Guarantee Program or that
is otherwise approved by the Trust. A notary public cannot
provide a Medallion signature guarantee. Additional
documentation may be required.
|
|
|
|
What Do
I Need To Know About Telephone Redemption Requests?
|
|
The Trust, the Distributor and the Transfer Agent
will not be liable for any loss you may incur in the event that
the Trust accepts unauthorized telephone redemption requests
that the Trust reasonably believes to be genuine. In an effort
to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs employs reasonable
procedures specified by the Trust to confirm 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 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, 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 without prior notice.
|
|
|
|
|
|
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
under Section 22(e) of the Investment Company Act (the
Act). Generally, under that section, redemption
requests or payments may be
|
|
48
SHAREHOLDER GUIDE
|
|
|
|
|
|
postponed or suspended if (i) the New York
Stock Exchange is closed for trading or trading is restricted;
(ii) an emergency exists which makes the disposal of
securities owned by a Fund or the fair determination of the
value of a Funds net assets not reasonably practicable; or
(iii) the SEC, by order, permits the suspension of the
right of redemption.
|
|
|
n
|
If you are selling shares you recently paid for
by check, the Fund will pay you when your check has cleared,
which may take up to 15 days.
|
|
|
n
|
If the Federal Reserve Bank is closed on the day
that the redemption proceeds would ordinarily be wired, wiring
the redemption proceeds may be delayed 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, signed by an authorized person designated in the
current records of the Transfer Agent.
|
|
|
|
n
|
Neither the Trust nor Goldman Sachs assumes any
responsibility for the performance of your bank or any other
financial 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 International Real Estate Securities Fund and
Commodity Strategy Fund will charge a 2% redemption fee on the
redemption of shares (including by exchange) held for
30 days or less. For this purpose, the Funds use a first-in
first-out (FIFO) method so that shares held longest
will be treated as being redeemed first and shares held shortest
will be treated as being redeemed last. The redemption fee will
be paid to the Fund from which the redemption is made, and is
intended to offset the trading costs, market impact and other
costs associated with short-term money movements in and out of
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 participation in a systematic
withdrawal program or automatic investment plan.
|
|
49
|
|
|
|
|
n
|
Redemptions 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 under 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. 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.
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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.
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Redemptions of shares where the Fund is made
available as an underlying investment in certain group annuity
contracts.
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Redemptions of shares that are issued as part of
an investment company reorganization to which a Goldman Sachs
Fund is a party.
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Redemptions of shares representing seed
capital investments by Goldman Sachs or its affiliates.
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Redemptions of shares held through an employee
benefit plan using the Fund as part of a qualified default
investment alternative or QDIA.
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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.
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In addition to the circumstances noted above, the
Trust reserves the right to grant additional exceptions based on
such factors as system limitations, operational limitations,
contractual limitations and further guidance from the SEC or
other regulators.
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If your shares are held through a financial
intermediary in an omnibus or other group account, the Trust
relies on the financial intermediary to assess the
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50
SHAREHOLDER GUIDE
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redemption fee on underlying shareholder
accounts. The application of redemption fees and exceptions may
vary and certain financial intermediaries may not apply the
exceptions listed above. If you invest through a financial
intermediary, please contact your financial intermediary for
more information regarding when redemption fees will be applied
to the redemption of your shares.
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What
Else Do I Need To Know About Redemptions?
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The following generally applies to redemption
requests:
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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.
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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.
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The Trust reserves the right to:
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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.
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Redeem your shares if your account balance is
below the required Fund minimum. The Funds will not redeem your
shares on this basis if the value of your account falls below
the minimum account balance solely as a result of market
conditions. The Funds will give you 60 days prior written
notice to allow you to purchase sufficient additional shares of
the Funds in order to avoid such redemption.
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Subject to applicable law, redeem your shares in
other circumstances determined by the Board of Trustees to be in
the best interest of the Trust.
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Pay redemptions by a distribution in-kind of
securities (instead of cash). If you receive redemption proceeds
in-kind, you should expect to incur transaction costs upon the
disposition of those securities.
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Reinvest any amounts (e.g., dividends,
distributions or redemption proceeds) which you have elected to
receive by check should your check be returned to a Fund as
undeliverable or remain uncashed for six months. This provision
may not apply to certain retirement or qualified accounts or to
a closed account. No interest will accrue on amounts represented
by uncashed checks.
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Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Fund?
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You may exchange Institutional Shares of a Fund
at NAV for certain shares of another Goldman Sachs Fund.
Redemption of shares (including by exchange) of the
International Real Estate Securities Fund and Commodity Strategy
Fund that are held for 30 days or less (60 days or
less with respect to the Goldman Sachs High Yield and High Yield
Municipal Funds) 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.
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You should keep in mind the following factors
when making or considering an exchange:
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You should obtain and carefully read the
prospectus of the Goldman Sachs Fund you are acquiring before
making an exchange.
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Currently, the Funds do not impose any charge for
exchanges, although the Funds may impose a charge in the future.
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Normally, a telephone exchange will be made only
to an identically registered account.
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Exchanges are available only in states where
exchanges may be legally made.
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It may be difficult to make telephone exchanges
in times of unusual economic or market conditions.
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Goldman Sachs may use reasonable procedures
described under What Do I Need To Know About Telephone
Redemption Requests? in an effort to prevent unauthorized
or fraudulent telephone exchange requests.
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A signature guarantee may be required.
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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Exchanges into a Fund from another Goldman Sachs
Fund may be subject to any redemption fee imposed by the other
Goldman Sachs Fund.
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For federal income tax purposes, an exchange from
one Goldman Sachs Fund to another is treated as a redemption of
the shares surrendered in the exchange, on which you may be
subject to tax, followed by a purchase of shares received in the
exchange. You should consult your tax adviser concerning the tax
consequences of an exchange.
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What
Types Of Reports Will I Be Sent Regarding Investments In
Institutional Shares?
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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.
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SHAREHOLDER GUIDE
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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 your financial intermediary or 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
financial 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 other financial
intermediaries will be responsible for providing any
communications from a Fund to its shareholders, including but
not limited to prospectuses, prospectus supplements, proxy
materials and notices regarding the sources of dividend payments
under Section 19 of the Act.
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RESTRICTIONS ON
EXCESSIVE TRADING PRACTICES
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemption of Fund shares and
does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the respective Funds.
Excessive, short-term (market-timing) trading practices may
disrupt portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting from rejected purchase or exchange orders. To
minimize harm to the Trust and its shareholders (or Goldman
Sachs), the Trust (or Goldman Sachs) will exercise this right
if, in the Trusts (or Goldman Sachs) judgment, an
investor has a history of excessive trading or if an
investors trading, in the judgment of the Trust (or
Goldman Sachs), has been or may be disruptive to a Fund. In
making this judgment, trades executed in multiple accounts under
common ownership or control may be considered together to the
extent they can be identified. No waivers of the provisions of
the policy established to detect and deter market-timing and
other excessive trading activity are permitted that would harm
the Trust or its shareholders or would subordinate the interests
of the Trust or its shareholders to those of Goldman Sachs or
any affiliated person or associated person of Goldman Sachs.
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To deter excessive shareholder trading, the
International Real Estate Securities Fund, Commodity Strategy
Fund and certain other Goldman Sachs Funds (which
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are offered in separate prospectuses) impose a
redemption fee on redemptions made within 30 days of
purchase (60 days of purchase with respect to the Goldman
Sachs High Yield and High Yield Municipal Funds) 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
Funds 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 Funds in
order to assess the likelihood that a Fund may be the target of
excessive trading. As part of its excessive trading surveillance
process, Goldman Sachs, on a periodic basis, examines
transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with a
Fund. Goldman Sachs may modify its surveillance procedures and
criteria from time to time without prior notice regarding the
detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by financial intermediaries such as
broker-dealers, investment advisers and insurance companies. In
addition, Fund shares may be held in omnibus 401(k) plans,
employee benefit plans and other group accounts. Omnibus
accounts include multiple investors and such accounts typically
provide the Funds with a net purchase or redemption request on
any given day where the purchases and redemptions of Fund shares
by the investors are netted against one another. The identity of
individual investors whose purchase and redemption orders are
aggregated are ordinarily not tracked by the Funds on a regular
basis. A number of these financial intermediaries may not have
the capability or may not be willing to apply the Funds
market-timing policies or any applicable redemption fee. While
Goldman Sachs may monitor share turnover at the omnibus account
level, a Funds ability to monitor and detect market-timing
by shareholders or apply any applicable redemption fee in these
omnibus accounts may be limited in certain circumstances, and
certain of these financial intermediaries may charge the Fund a
fee for providing certain shareholder information requested as
part of the Funds surveillance process. The
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SHAREHOLDER GUIDE
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netting effect makes it more difficult to
identify, locate and eliminate market-timing activities. In
addition, those investors who engage in market-timing and other
excessive trading activities may employ a variety of techniques
to avoid detection. There can be no assurance that the Funds and
Goldman Sachs will be able to identify all those who trade
excessively or employ a market-timing strategy, and curtail
their trading in every instance. If necessary, the Trust may
prohibit additional purchases of Fund shares by a financial
intermediary or by certain of the financial intermediarys
customers. Financial intermediaries may also monitor their
customers trading activities in the Funds. The criteria
used by financial intermediaries to monitor for excessive
trading may differ from the criteria used by the Funds. If a
financial intermediary fails to 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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Taxation
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As with any investment, you should consider how
your investment in the Funds will be taxed. The tax information
below is provided as general information. More tax information
is available in the SAI. You should consult your tax adviser
about the federal, state, local or foreign tax consequences of
your investment in the Funds. Except as otherwise noted, the tax
information provided assumes that you are a U.S. citizen or
resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Fund distributions and the sale of your Fund
shares.
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Each Fund contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Funds are generally subject
to federal income tax, and may also be subject to state or local
taxes. This is true whether you reinvest your distributions in
additional Fund shares or receive them in cash. For federal tax
purposes, the Funds distributions attributable to net
investment income and short-term capital gains are taxable to
you as ordinary income. Any long-term capital gain distributions
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%. Fund distributions to noncorporate
shareholders attributable to dividends received by the Funds
from U.S. and certain qualified foreign corporations will
generally be taxed at the long-term capital gain rate, as long
as certain other requirements are met. For these lower rates to
apply, the non-corporate shareholder must own the relevant Fund
shares for at least 61 days during the 121-day period
beginning 60 days before the Funds ex-dividend date.
The amount of a Funds distributions that would otherwise
qualify for this favorable tax treatment will be reduced as a
result of a Funds securities lending activities or by a
high portfolio turnover rate.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end after 2010.
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December. A percentage of the
Funds (other than the Real Estate Securities and
International Real Estate Securities Funds)
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TAXATION
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dividends paid to corporate shareholders may be
eligible for the corporate dividends-received deduction. This
percentage may, however, be reduced as a result of a Funds
securities lending activities or by a high portfolio turnover
rate. Character and tax status of all distributions will be
available to shareholders after the close of each calendar year.
The REIT investments of the Real Estate Securities Fund and the
International Real Estate Securities Fund often do not provide
complete tax information to the Fund until after the calendar
year. Consequently, because of the delay, it may be necessary
for the Fund to request permission to extend the deadline for
issuance of Forms 1099-DIV beyond January 31.
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Each Fund may be subject to foreign withholding
or other foreign taxes on income or gain from certain foreign
securities. In general, the Funds may deduct these taxes in
computing their taxable income. Rather than deducting these
foreign taxes, the International Real Estate Securities Fund may
make an election to treat a proportionate amount of those taxes
as constituting a distribution to each shareholder, which would
allow you either (i) to credit that proportionate amount of
taxes against U.S. Federal income tax liability as a
foreign tax credit or (ii) to take that amount as an
itemized deduction.
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If you buy shares of a Fund before it makes a
distribution, the distribution will be taxable to you even
though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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Your sale of Fund shares is a taxable transaction
for federal income tax purposes, and may also be subject to
state and local taxes. For tax purposes, the exchange of your
Fund shares for shares of a different Goldman Sachs Fund is the
same as a sale. When you sell your shares, you will generally
recognize a capital gain or loss in an amount equal to the
difference between your adjusted tax basis in the shares and the
amount received. Generally, this capital gain or loss is
long-term or short-term depending on whether your holding period
exceeds twelve months, except that any loss realized on shares
held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that
were received on the shares. Additionally, any loss realized on
a sale, exchange or redemption of shares of a Fund may be
disallowed under wash sale rules to the extent the
shares disposed of are replaced with other shares of that Fund
within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of, such
as pursuant to a dividend reinvestment in shares of that Fund.
If disallowed, the loss will be reflected in an adjustment to
the basis of the shares acquired.
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When you open your account, you should provide
your Social Security Number or tax identification number on your
Account Application. By law, each Fund must withhold 28% of your
taxable distributions and any redemption proceeds if you do not
provide your correct taxpayer identification number, or certify
that it is correct, or if the IRS instructs the Fund to do so.
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Non-U.S. investors are generally subject to U.S.
withholding tax and may be subject to U.S. estate tax. However,
withholding is generally not required on properly designated
distributions to non U.S. investors of long-term capital
gains.
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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 Funds will be subject to the risks associated
with equity investments. Equity investments may
include common stocks, preferred stocks, interests in real
estate investment trusts, convertible debt obligations,
convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and
similar enterprises, warrants, stock purchase rights and
synthetic and derivative instruments (such as swaps and futures
contracts) that have economic characteristics similar to equity
securities. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of equity investments that a Fund holds
may decline over short or extended periods. The stock markets
tend to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline. This volatility
means that the value of your investment in the Funds may
increase or decrease. In recent years, certain stock markets
have experienced substantial price volatility.
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To the extent that a Fund invests in fixed income
securities, that Fund will also be subject to the risks
associated with its fixed income securities. These risks include
interest rate risk, credit/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 an issuer or guarantor could default on
its obligations, and a Fund will not recover its investment.
Call risk and extension risk are normally present in
mortgage-backed securities and asset-backed securities. For
example, homeowners have the option to prepay their mortgages.
Therefore, the duration of a security backed by home mortgages
can either shorten (call risk) or lengthen (extension risk). In
general, if interest rates on new mortgage loans fall
sufficiently below the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to
increase. Conversely, if mortgage loan interest rates rise above
the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to decrease. In either
case, a change in the prepayment rate can result in losses to
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investors. The same would be true of asset-backed
securities such as securities backed by car loans.
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The Investment Adviser will not consider the
portfolio turnover rate a limiting factor in making investment
decisions for a Fund. A high rate of portfolio turnover (100% or
more) involves correspondingly greater expenses which must be
borne by a Fund and its shareholders, and is also likely to
result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of a
Funds portfolio securities, excluding securities having a
maturity at the date of purchase of one year or less. See
Financial Highlights in Appendix B for a
statement of the Funds historical portfolio turnover rates.
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The following sections provide further
information on certain types of securities and investment
techniques that may be used by the Funds, including their
associated risks. Additional information is provided in the 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 a Funds investment
objective, you should consider whether that Fund remains an
appropriate investment in light of your then current financial
position and needs.
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Risks of Investing in Internet and
Internet-Related Companies.
The
Tollkeeper Fund may invest in Internet and Internet-related
companies. Internet and Internet-related companies are generally
subject to a rate of change in technology which is higher than
other industries and often requires extensive and sustained
investment in research and development. As a result, Internet
and Internet-related companies are exposed to the risk of rapid
product obsolescence. Changes in governmental policies, such as
telephone and cable regulations and anti-trust enforcement, and
the need for regulatory approvals may have an adverse effect on
the products, services and securities of Internet and
Internet-related companies. Internet and Internet-related
companies may also produce or use products or services that
prove commercially unsuccessful. In addition, intense worldwide
competitive pressures and changing demand, evolving industry
standards, challenges in achieving product capability, loss of
patent protection or proprietary rights, reduction or
interruption in the supply of key components, changes in
strategic alliances, frequent mergers or acquisitions or other
factors can have a significant effect on the financial
conditions of companies in these industries. Competitive
pressures in the Internet and Internet-related industries
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APPENDIX A
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may affect negatively the financial condition of
Internet and Internet-related companies. Internet and
Internet-related companies are also subject to the risk of
service disruptions and the risk of losses arising out of
litigation related to these disruptions. In certain instances,
Internet and Internet-related securities may experience
significant price movements caused by disproportionate investor
optimism or pessimism with little or no basis in fundamental
economic conditions. As a result of these and other reasons,
investments in the Internet and Internet-related industry can
experience sudden and rapid appreciation and depreciation.
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Risks of Initial Public Offerings.
The Tollkeeper, Real Estate
Securities and International Real Estate Securities Funds may
invest in IPOs. An IPO is a companys first offering of
stock to the public. IPO risk is the risk that the market value
of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the
small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may
involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When a Funds asset base is small,
a significant portion of the Funds performance could be
attributable to investments in IPOs, because such investments
would have a magnified impact on the Fund. As the Funds
assets grow, the effect of the Funds investments in IPOs
on the Funds performance probably will decline, which
could reduce the Funds performance. Because of the price
volatility of IPO shares, a Fund may choose to hold IPO shares
for a very short period of time. This may increase the turnover
of the Funds portfolio and may lead to increased expenses
to the Fund, such as commissions and transaction costs. By
selling IPO shares, the Fund may realize taxable gains it will
subsequently distribute to shareholders. In addition, the market
for IPO shares can be speculative and/or inactive for extended
periods of time. There is no assurance that a Fund will be able
to obtain allocable portions of IPO shares. The limited number
of shares available for trading in some IPOs may make it more
difficult for a Fund to buy or sell significant amounts of
shares without an unfavorable impact on prevailing prices.
Investors in IPO shares can be affected by substantial dilution
in the value of their shares, by sales of additional shares and
by concentration of control in existing management and principal
shareholders.
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies and REITs.
The Funds may, to the extent
consistent with their respective investment policies, invest in
small and mid-capitalization companies and REITs. Investments in
small and mid-capitalization companies and REITs involve greater
risk and portfolio price volatility than investments in larger
capitalization stocks. Among the reasons for the greater price
volatility of these investments are the less certain growth
prospects of smaller firms and the lower degree of liquidity in
the markets for such securities. Small and mid-capitalization
companies and REITs may be
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thinly traded and may have to be sold at a
discount from current market prices or in small lots over an
extended period of time. In addition, these securities are
subject to the risk that during certain periods the liquidity of
particular issuers or industries, or all securities in
particular investment categories, will shrink or disappear
suddenly and without warning as a result of adverse economic or
market conditions, or adverse investor perceptions whether or
not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a
substantial drop in price. Small and mid-capitalization
companies and REITs include unseasoned issuers that
do not have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may require substantial additional capital to
support their operations, to finance expansion or to maintain
their competitive position; and may have substantial borrowings
or may otherwise have a weak financial condition. In addition,
these companies may face intense competition, including
competition from companies with greater financial resources,
more extensive development, manufacturing, marketing, and other
capabilities, and a larger number of qualified managerial and
technical personnel. Transaction costs for these investments are
often higher than those of larger capitalization companies.
Investments in small and mid-capitalization companies and REITs
may be more difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Foreign Investments.
The Funds may make foreign
investments. Foreign investments involve special risks that are
not typically associated with U.S. dollar denominated or quoted
securities of U.S. issuers. Foreign investments may be affected
by changes in currency rates, changes in foreign or U.S. laws or
restrictions applicable to such investments and changes in
exchange control regulations (
e.g.
, currency blockage). A
decline in the exchange rate of the currency (
i.e.
,
weakening of the currency against the U.S. dollar) in which a
portfolio security is quoted or denominated relative to the U.S.
dollar would reduce the value of the portfolio security. In
addition, if the currency in which a Fund receives dividends,
interest or other payments declines in value against the U.S.
dollar before such income is distributed as dividends to
shareholders or converted to U.S. dollars, the Fund may have to
sell portfolio securities to obtain sufficient cash to pay such
dividends.
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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.
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62
APPENDIX A
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In addition, clearance and settlement procedures
may be different in foreign countries and, in certain markets,
such procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of a Funds assets in one or a
few countries and currencies will subject a Fund to greater
risks than if a Funds assets were not geographically
concentrated.
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Investment in sovereign debt obligations by a
Fund involves risks not present in debt obligations of corporate
issuers. The issuer of the debt or the governmental authorities
that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited
recourse to compel payment in the event of a default. Periods of
economic uncertainty may result in the volatility of market
prices of sovereign debt, and in turn a 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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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Funds may also invest in European
Depositary Receipts
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63
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(EDRs) or other similar instruments
representing securities of foreign issuers. ADRs, GDRs and EDRs
represent the right to receive securities of foreign issuers
deposited in a bank or other depository. ADRs and certain GDRs
are traded in the United States. GDRs may be traded in either
the United States or in foreign markets. EDRs are traded
primarily outside the United States. Prices of ADRs are quoted
in U.S. dollars. EDRs and GDRs are not necessarily quoted
in the same currency as the underlying security.
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Risks of Emerging Countries.
Certain Funds may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in the Asia, Africa, Eastern Europe and Central and South
America. A 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
a Fund, the Investment Adviser, its affiliates and their
respective clients and other service providers. A Fund may not
be able to sell securities in circumstances where price, trading
or settlement volume limitations have been reached.
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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 a Fund. The repatriation of both investment
income and capital from certain emerging countries is subject to
restrictions such as the need for governmental consents. In
situations where a country restricts direct investment in
securities (which may occur in certain Asian and other
countries), a Fund may invest in such countries through other
investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and
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64
APPENDIX A
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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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A Funds investment in emerging countries
may also be subject to withholding or other taxes, which may be
significant and may reduce the return to a 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 a 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 a Fund to value its portfolio
securities and could cause the Fund to miss attractive
investment opportunities, to have a portion of its assets
uninvested or to incur losses due to the failure of a
counterparty to pay for securities the Fund has delivered or the
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 a Fund in emerging countries may not be as sound
as the creditworthiness of firms used in more developed
countries. As a result, the Fund may be subject to a greater
risk of loss if a securities firm defaults in the performance of
its responsibilities.
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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 a Funds
investments in such countries less liquid and more volatile than
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65
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investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). A 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, a Fund may
incur losses because it will be required to effect sales at a
disadvantageous time and only then at a substantial drop in
price. Investments in emerging countries may be more difficult
to value precisely because of the characteristics discussed
above and lower trading volumes.
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A Funds use of foreign currency management
techniques in emerging countries may be limited. The Investment
Adviser anticipates that a significant portion of the
Funds currency exposure in emerging countries may not be
covered by these techniques.
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Risks of Derivative Investments.
The Funds may invest in derivative
instruments including without limitation, options, futures,
swaps, interest rate caps, floors, collars and swaps, structured
securities and forward contracts and other derivatives relating
to foreign currency transactions. Investments in derivative
instruments may be both for hedging and nonhedging 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 nonhedging purposes is considered a
speculative practice and presents even greater risk of loss.
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Risk of Equity Swap Transactions.
Equity swaps are two party
contracts entered into primarily by institutional investors. In
a standard swap transaction, the parties agree to
pay or exchange the returns (or differentials in rates of
return) earned or realized on a particular predetermined asset
(or group of assets) which may be adjusted for transaction
costs, interest payments, dividends paid on the
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66
APPENDIX A
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reference asset or other factors. The gross
returns to be paid or swapped between the parties
are generally calculated with respect to a notional
amount, for example, the increase or decrease in value of
a particular dollar amount invested in the asset.
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Equity swaps may be structured in different ways.
For example, when the Fund takes a long position, a counterparty
may agree to pay the Fund the amount, if any, by which the
notional amount of the equity swap would have increased in value
had it been invested in a particular stock (or group of stocks),
plus the dividends that would have been received on the stock.
In these cases, the Fund may agree to pay to the counterparty
interest on the notional amount of the equity swap plus the
amount, if any, by which that notional amount would have
decreased in value had it been invested in such stock.
Therefore, in this case the return to the Fund on the equity
swap should be the gain or loss on the notional amount plus
dividends on the stock less the interest paid by the Fund on the
notional amount. In other cases, when the Fund takes a short
position, a counterparty may agree to pay the Fund the amount,
if any, by which the notional amount of the equity swap would
have decreased in value had the Fund sold a particular stock (or
group of stocks) short, less the dividend expense that the Fund
would have paid on the stock, as adjusted for interest payments
or other economic factors.
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Under an equity swap, payments may be made at the
conclusion of the equity swap or periodically during its term.
Sometimes, however, the Investment Adviser may be able to
terminate a swap contract prior to its term, subject to any
potential termination fee that is in addition to the Funds
accrued obligations under the swap. Equity swaps will be made in
the over-the-counter market and will be entered into with a
counterparty that typically will be an investment banking firm,
broker-dealer or bank.
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Equity swaps are derivatives and their value can
be very volatile. To the extent that the Investment Adviser does
not accurately analyze and predict future market trends, the
values of assets or economic factors, the Fund may suffer a
loss, which may be substantial.
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Risks of Illiquid Securities.
Each Fund may invest up to 15% of
its net assets in illiquid securities which cannot be disposed
of in seven days in the ordinary course of business at fair
value. Illiquid securities include:
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n
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain stripped mortgage-backed securities
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n
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Repurchase agreements and time deposits with a
notice or demand period of more than seven days
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n
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Certain over-the-counter options
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n
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Certain structured securities and swap
transactions
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67
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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 a Funds portfolio to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. The purchase price and
subsequent valuation of restricted and illiquid securities
normally reflect a discount, which may be significant, from the
market price of comparable securities for which a liquid market
exists.
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Securities purchased by the Funds, 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 a 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
a 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 a 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
Guide How to Buy Shares How Are Shares Priced?.
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68
APPENDIX A
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Credit/Default Risks.
Debt securities purchased by the
Funds may include securities (including zero coupon bonds)
issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
government, 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 Baa or higher by Moodys
Investors Service, Inc. (Moodys) or having a
comparable rating by another NRSRO are considered
investment grade. Securities rated BBB or Baa
are considered medium-grade obligations with speculative
characteristics, and adverse economic conditions or changing
circumstances may weaken their issuers capacity to pay
interest and repay principal. A security will be deemed to have
met a rating requirement if it receives the minimum required
rating from at least one such rating organization even though it
has been rated below the minimum rating by one or more other
rating organizations, or if unrated by such rating
organizations, the security is determined by the Investment
Adviser to be of comparable credit quality. A security satisfies
a 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 a 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 a Fund and its shareholders.
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Certain Funds may invest in fixed income
securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered predominantly speculative
and may be questionable as to principal and interest payments.
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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 a
Funds portfolio is downgraded by a rating organization,
the market price and liquidity of such security may be adversely
affected.
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Temporary Investment Risks.
Each 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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Commercial paper rated at least A-2 by Standard
& Poors; P-2 by Moodys or having a
comparable rating by another NRSRO
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69
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n
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Certificates of deposit
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n
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Bankers acceptances
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n
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Repurchase agreements
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n
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Non-convertible preferred stocks and
non-convertible corporate bonds with a remaining maturity of
less than one year
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n
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Cash items
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When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment
objective.
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Risk of Large Shareholder Redemptions.
Certain funds, accounts,
individuals or Goldman Sachs affiliates may from time to time
own (beneficially or of record) or control a significant
percentage of a Funds shares. Redemptions by these funds,
accounts or individuals of their holdings in a Fund may impact
the Funds liquidity and NAV. These redemptions may also
force a Fund to sell securities, which may negatively impact the
Funds brokerage and tax costs.
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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 Funds, including their associated risks.
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The Funds 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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Convertible Securities.
Each Fund may invest in
convertible securities. Convertible securities are preferred
stock or debt obligations that are convertible into common
stock. Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. Convertible securities in which a Fund invests are
subject to the same rating criteria as its other investments in
fixed income securities. Convertible securities have both equity
and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. However, when the market
price of the common stock underlying a convertible security
exceeds the conversion price of the convertible security, the
convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying
common stock declines, the convertible security, like a fixed
income
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70
APPENDIX A
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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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Foreign Currency Transactions.
Certain Funds may, to the extent
consistent with its investment policies, purchase or sell
foreign currencies on a cash basis or through forward contracts.
A forward contract involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of
the contract. A Fund may engage in foreign currency transactions
for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. In addition,
certain Funds may enter into foreign currency transactions to
seek a closer correlation between the Funds overall
currency exposures and the currency exposures of the Funds
performance benchmark. Certain Funds may also enter into such
transactions to seek to increase total return, which is
considered a speculative practice.
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Some Funds may also engage in cross-hedging by
using forward contracts in a currency different from that in
which the hedged security is denominated or quoted. A Fund may
hold foreign currency received in connection with investments in
foreign securities when, in the judgment of the Investment
Adviser, it would be beneficial to convert such currency into
U.S. dollars at a later date (
e.g.
the Investment Adviser
may anticipate the foreign currency to appreciate against the
U.S. dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, a Funds NAV to fluctuate (when the
Funds NAV fluctuates, the value of your shares may go up
or down). Currency exchange rates also can be affected
unpredictably by the intervention of U.S. or foreign governments
or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Since these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive a Fund of unrealized profits, transaction
costs or the benefits of a currency hedge or could force the
Fund to cover its purchase or sale commitments, if any, at the
current market price.
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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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71
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Duration.
The
Commodity Strategy Funds duration approximates its price
sensitivity to changes in interest rates. For example, suppose
that interest rates in one day fall by one percent which, in
turn, causes yields on every bond in the market to fall by the
same amount. In this example, the price of a bond with a
duration of three years may be expected to rise approximately
three percent and the price of a bond with a five year duration
may be expected to rise approximately five percent. The converse
is also true. Suppose interest rates in one day rise by one
percent which, in turn, causes yields on every bond in the
market to rise by the same amount. In this second example, the
price of a bond with a duration of three years may be expected
to fall approximately three percent and the price of a bond with
a five year duration may be expected to fall approximately five
percent. The longer the duration of a bond, the more sensitive
the bonds price is to changes in interest rates. Maturity
measures the time until final payment is due; it takes no
account of the pattern of a securitys cash flows over
time. In calculating maturity, a 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 Investment Adviser may
use futures contracts, options on futures contracts and swaps to
manage the Funds target duration in accordance with its
benchmark. 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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The Investment Adviser uses derivative
instruments, among other things, to manage the durations of the
Commodity Strategy Funds investment portfolio. These
derivative instruments include financial futures contracts and
swap transactions, as well as other types of derivatives, and
can be used to shorten and lengthen the duration of the Fund.
The Funds investments in derivative instruments, including
financial futures contracts and swaps, can be significant. These
transactions can result in sizeable realized and unrealized
capital gains and losses relative to the gains and losses from
the Funds investments in bonds and other securities. Short-
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72
APPENDIX A
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term and long-term realized capital gains
distributions paid by the Fund are taxable to its shareholders.
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Interest rates, fixed income securities prices,
the prices of futures and other derivatives, and currency
exchange rates can be volatile, and a variance in the degree of
volatility or in the direction of the market from the Investment
Advisers expectations may produce significant losses in
the Commodity Strategy 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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Financial futures contracts used by the Commodity
Strategy Fund include interest rate futures contracts including,
among others, Eurodollar futures contracts. Eurodollar futures
contracts are U.S. dollar-denominated futures contracts
that are based on the implied forward London Interbank Offered
Rate (LIBOR) of a three-month deposit. Further information
is included in this Prospectus regarding futures contracts,
swaps and other derivative instruments used by the Fund,
including information on the risks presented by these
instruments and other purposes for which they may be used by the
Fund.
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Credit Ratings.
The Commodity Strategy Fund also
has credit rating requirements for the securities it buys. 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
action, including the sale of such security, is in the best
interests of the Fund and its shareholders.
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The Commodity Strategy Fund may invest in credit
default swaps, which are derivative investments. When the Fund
sells a credit default swap (commonly known as selling
protection), the Fund may be required to pay the notional
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value of the credit default swap on a
specified security (or group of securities) if the security
defaults. The Fund will be the seller of a credit default swap
only when the credit of the security 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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Commodity-Linked Securities.
The Commodity Strategy Fund may
seek to provide exposure to the investment returns of real
assets that trade in the commodity markets through investments
in commodity-linked derivative securities, which are designed to
provide this exposure without direct investment in physical
commodities or commodities futures contracts. Real assets are
assets such as oil, gas, industrial and precious metals,
livestock, and agricultural or meat products, or other items
that have tangible properties, as compared to stocks or bonds,
which are financial instruments. In choosing investments, the
Investment Adviser seeks to provide exposure to various
commodities and commodity sectors. The value of commodity-linked
derivative securities may be affected by a variety of factors,
including, but not limited to, overall market movements and
other factors affecting the value of particular industries or
commodities, such as weather, disease, embargoes, acts of war or
terrorism, or political and regulatory developments.
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The prices of commodity-linked derivative
securities may move in different directions than investments in
traditional equity and debt securities when the value of those
traditional securities is declining due to adverse economic
conditions. As an example, during periods of rising inflation,
debt securities have historically tended to decline in value due
to the general increase in prevailing interest rates.
Conversely, during those same periods of rising inflation, the
prices of certain commodities, such as oil and metals, have
historically tended to increase. Of course, there cannot be any
guarantee that these investments will perform in that manner in
the future, and at certain times the price movements of
commodity-linked instruments have been parallel to those of debt
and equity securities. Commodities have historically tended to
increase and decrease in value during different parts of the
business cycle than financial assets. Nevertheless, at various
times, commodities prices may move in tandem with the prices of
financial assets and thus may not provide overall portfolio
diversification benefits. Under favorable economic conditions,
the Commodity Strategy Funds investments may be expected
to underperform an investment in traditional securities. Over
the long term, the returns on the Funds investments are
expected to exhibit low or negative correlation with stocks and
bonds.
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The Investment Advisor generally intends to
invest in commodity-linked investments whose returns are linked
to the GSCI. However, the Commodity Strategy Fund is not an
index fund and the Investment Adviser may make allocations that
differ from the weightings in the GSCI.
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74
APPENDIX A
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Structured Securities.
Each Fund may invest in structured
securities. Structured securities are securities whose value is
determined by reference to changes in the value of specific
currencies, 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, a 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, equity linked notes. Any equity linked note is a
note whose performance is tied to a single stock, a stock index
or a basket of stocks. Equity linked notes combine the principal
protection normally associated with fixed income investments
with the potential for capital appreciation normally associated
with equity investments. Upon the maturity of the note, the
holder generally receives a return of principal based on the
capital appreciation of the linked securities. Depending on the
terms of the note, equity linked notes may also have a
cap or floor on the maximum principal
amount to be repaid to holders, irrespective of the performance
of the underlying linked securities. For example, a note may
guarantee the repayment of the original principal amount
invested (even if the underlying linked securities have negative
performance during the notes term), but may cap the
maximum payment at maturity at a certain percentage of the
issuance price or the return of the underlying linked
securities. Alternatively, the note may not guarantee a full
return on the original principal, but may offer a greater
participation in any capital appreciation of the underlying
linked securities. The terms of an equity linked note may also
provide for periodic interest payments to holders at either a
fixed or floating rate. The secondary market for equity linked
notes may be limited, and the lack of liquidity in the secondary
market may make these securities difficult to dispose of and to
value. Equity linked
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notes will be considered equity securities for
purposes of the Funds investment objective and policies.
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Structured securities also 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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Structured securities also include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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REITs.
Each
Fund may invest in REITs. REITs are pooled investment vehicles
that invest primarily in either real estate or real estate
related loans. The value of a REIT is affected by changes in the
value of the properties owned by the REIT or securing mortgage
loans held by the REIT. REITs are dependent upon the ability of
the REITs managers, and are subject to heavy cash flow
dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable
income tax treatment. REITs are also subject to risks generally
associated with investments in real estate including possible
declines in the value of real estate, general and local economic
conditions, environmental problems and changes in interest
rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain
other respects, these risks may be heightened. A Fund will
indirectly bear its proportionate share of any expenses,
including management fees, paid by a REIT in which it invests.
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Options on Securities, Securities Indices
and Foreign Currencies.
A put
option gives the purchaser of the option the right to sell, and
the writer (seller) of the option the obligation to buy, the
underlying instrument during the option period.
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A call option gives the purchaser of the option
the right to buy, and the writer (seller) of the option the
obligation to sell, the underlying instrument during the option
period. Each Fund may write (sell) covered call and put options
and purchase put and call options on any securities in which the
Fund may invest or on any securities index consisting of
securities in which it may invest. A Fund may
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76
APPENDIX A
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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 determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in a Funds
investment portfolio, the Fund may incur losses that it would
not otherwise incur. The use of options can also increase a
Funds transaction costs. Options written or purchased by
the Funds may be traded on either U.S. or foreign exchanges or
over-the-counter. Foreign and over-the-counter options will
present greater possibility of loss because of their greater
illiquidity and credit risks. When writing an option, a Fund
must set aside liquid assets, or engage in other
appropriate measures to cover its obligation under
the option contract.
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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 Funds may engage in
futures transactions on both U.S. and foreign exchanges.
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Each Fund may purchase and sell futures
contracts, and purchase and write call and put options on
futures contracts, in order to seek to increase total return or
to hedge against changes in interest rates, securities prices
or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage its term structure,
sector selections and duration in accordance with its investment
objective and policies. Each Fund may also enter into closing
purchase and sale transactions with respect to such contracts
and options. The Trust, on behalf of each Fund, has claimed an
exclusion from the definition of the term commodity pool
operator under the Commodity Exchange Act, and therefore
is not subject to registration or regulation as a pool operator
under that Act with respect to the Funds.
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Futures contracts and related options present the
following risks:
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While a Fund may benefit from the use of futures
and options on futures, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in
poorer overall performance than if the Fund had not entered into
any futures contracts or options transactions.
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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 a Fund may be exposed to additional risk of
loss.
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The loss incurred by a Fund in entering into
futures contracts and in writing call options on futures is
potentially unlimited and may exceed the amount of the premium
received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of a 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 a 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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A Fund must set aside liquid assets,
or engage in other appropriate measures to cover
open positions with respect to its transactions in futures
contracts and options on futures contracts. In the case of
futures contracts that do not cash settle, for example, a 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, a 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. Each
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, a 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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Equity Swaps.
Each Fund may invest in equity
swaps. Equity swaps allow the parties to a swap agreement to
exchange the dividend income or other components of return on an
equity investment (for example, a group of equity securities or
an index) for a component of return on another non-equity or
equity investment.
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An equity swap may be used by a Fund to invest in
a market without owning or taking physical custody of securities
in circumstances in which direct investment may be restricted
for legal reasons or is otherwise deemed impractical or
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APPENDIX A
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disadvantageous. Equity swaps are derivatives and
their value can be very volatile. To the extent that the
Investment Adviser does not accurately analyze and predict the
potential relative fluctuation of the components swapped with
another party, a Fund may suffer a loss, which may be
substantial. The value of some components of an equity swap
(such as the dividends on a common stock) may also be sensitive
to changes in interest rates. Furthermore, a Fund may suffer a
loss if the counterparty defaults. Because equity swaps are
normally illiquid, a Fund may be unable to terminate its
obligations when desired. When entering into swap contracts, a
Fund must set aside liquid assets, or engage in
other appropriate measures to cover its obligation
under the swap contract.
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When-Issued Securities and Forward
Commitments.
Each Fund may
purchase when-issued securities and make contracts to purchase
or sell securities for a fixed price at a future date beyond
customary settlement time. When-issued securities are securities
that have been authorized, but not yet issued. When-issued
securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of
entering into the transaction. A forward commitment involves the
entering into a contract to purchase or sell securities for a
fixed price at a future date beyond the customary settlement
period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although a Fund will
generally purchase securities on a when-issued or forward
commitment basis with the intention of acquiring the securities
for its portfolio, a Fund may dispose of when-issued securities
or forward commitments prior to settlement if the Investment
Adviser deems it appropriate. 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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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. Each
Fund may enter into repurchase agreements with securities
dealers and banks which furnish collateral at least equal in
value or market price to the amount of their repurchase
obligation.
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If the other party or seller
defaults, a Fund might suffer a loss to the extent that the
proceeds from the sale of the underlying securities and other
collateral held by the Fund are less than the repurchase price
and the Funds costs associated with delay and enforcement
of the repurchase agreement. In addition, in the event of
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bankruptcy of the seller, a Fund could suffer
additional losses if a court determines that the Funds
interest in the collateral is not enforceable.
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Certain Funds, together with other registered
investment companies having advisory agreements with the
Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Fund may engage in securities
lending. Securities lending involves the lending of securities
owned by a Fund to financial institutions such as certain
broker-dealers including, as permitted by the SEC, Goldman
Sachs. The borrowers are required to secure their loan
continuously with cash, cash equivalents, U.S. government
securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by a Fund in short-term investments, including
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 a Fund will be responsible for any loss that
might result from its investment of the borrowers
collateral. If the Investment Adviser determines to make
securities loans, the value of the securities loaned may not
exceed 33 1/3% of the value of the total assets of a Fund
(including the loan collateral). Loan collateral (including any
investment of the collateral) is not subject to the percentage
limitations described elsewhere in this Prospectus regarding
investments in fixed income securities and cash equivalents.
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A Fund may lend its securities to increase its
income. A Fund may, however, experience delay in the recovery of
its securities or incur a loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund or becomes insolvent.
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Short Sales Against-the-Box.
Certain Funds may make short sales
against-the-box. A short sale against-the-box means that at all
times when a short position is open the Fund will own an equal
amount of securities sold short, or securities convertible into
or exchangeable for, without payment of any further
consideration, an equal amount of the securities of the same
issuer as the securities sold short.
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Preferred Stock, Warrants and Rights.
Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that
represent an ownership interest providing the holder with claims
on the 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
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APPENDIX A
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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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Other Investment Companies.
Each 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
any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of a 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. A Fund may rely on these exemptive orders to invest in
unaffiliated ETFs.
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The use of ETFs is intended to help a 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
NAV; (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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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, a 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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A Fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such
other investment companies. Although the Funds do not expect to
do so in the foreseeable future, each Fund is authorized to
invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the
same investment objective, policies and fundamental restrictions
as the Fund.
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Unseasoned Companies.
Each Fund may invest in companies
which (together with their predecessors) have operated less than
three years. The securities of such companies may have limited
liquidity, which can result in their being priced higher or
lower than might otherwise be the case. In addition, investments
in unseasoned companies are more speculative and entail greater
risk than do investments in companies with an established
operating record.
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Corporate Debt Obligations.
Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of corporations to pay interest and repay principal. Each Fund
may invest in corporate debt obligations issued by U.S. and
certain non-U.S. issuers which issue securities denominated in
the U.S. dollar (including Yankee and Euro obligations). In
addition to obligations of corporations, corporate debt
obligations include securities issued by banks and other
financial institutions and supranational entities (
i.e.
,
the World Bank, the International Monetary Fund, etc.).
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Bank Obligations.
Each Fund may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
government regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important
part in the operation of this industry.
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U.S. Government Securities.
Each Fund may invest in U.S.
Government Securities. U.S. Government Securities include U.S.
Treasury obligations and obligations issued or guaranteed by
U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(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.
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APPENDIX A
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Government Securities also include Treasury
receipts, zero coupon bonds and other stripped U.S. Government
Securities, where the interest and principal components of
stripped U.S. Government Securities are traded independently.
U.S. Government Securities may also include Treasury
inflation-protected securities whose principal value is
periodically adjusted according to the rate of inflation.
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Custodial Receipts and Trust Certificates.
Each Fund may invest in custodial
receipts and trust certificates representing interests in
securities held by a custodian or trustee. The securities so
held may include U.S. Government Securities or other types of
securities in which a Fund may invest. The custodial receipts or
trust certificates may evidence ownership of future interest
payments, principal payments or both on the underlying
securities, or, in some cases, the payment obligation of a third
party that has entered into an interest rate swap or other
arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes a Fund is not
considered to be the owner of the underlying securities held in
the custodial or trust account, the Fund may suffer adverse tax
consequences. As a holder of custodial receipts and trust
certificates, a Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust.
Each Fund may also invest in separately issued interests in
custodial receipts and trust certificates.
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Floating and Variable Rate Obligations.
The Commodity Strategy 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 of 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 Commodity Strategy 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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Municipal Securities.
The Commodity Strategy Fund may
invest in securities and instruments issued by state and local
government issuers. Municipal securities in which the Fund may
invest consist of bonds, notes, commercial paper and other
instruments (including participating interests in such
securities) issued by or on behalf of states, territories and
possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or
instrumentalities. Such securities may pay fixed, variable or
floating rates of interest. Municipal securities are often
issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as
bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Other public
purposes for which municipal securities may be issued include
refunding outstanding obligations, obtaining funds for general
operating expenses, and obtaining funds to lend to other public
institutions and facilities. Municipal securities in which the
Fund may invest include private activity bonds, municipal
leases, certificates of participation, pre-funded municipal
securities and auction rate securities. Dividends paid by the
Fund based on investments in municipal securities will be
taxable.
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Mortgage-Backed Securities.
Certain Funds may invest in
mortgage-backed securities. Mortgage-backed securities represent
direct or indirect participations in, or are collateralized by
and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate
mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity.
Privately issued mortgage-backed securities are normally
structured with one or more types of credit
enhancement. However, these mortgage-backed securities
typically do not have the same credit standing as U.S.
government guaranteed mortgage-backed securities.
|
|
|
Mortgage-backed securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs) and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment and
invests in certain mortgages principally secured by interests in
real property and other permitted investments. CMOs provide an
investor with a specified interest in the cash flow from a pool
of underlying mortgages or of other mortgage-backed securities.
CMOs are issued in multiple classes each with a specified fixed
or floating interest rate and a final scheduled distribution
rate. In many cases, payments of principal are applied to the
CMO classes in the order of their respective stated maturities,
so that no principal payments will be made on a CMO class until
all other classes having an earlier stated maturity date are
paid in full.
|
84
APPENDIX A
|
|
|
Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of mortgage-related obligations, and under certain
interest rate and payment scenarios, a Fund may fail to recoup
fully its investment in certain of these securities regardless
of their credit quality.
|
|
|
Mortgaged-backed securities also include stripped
mortgage-backed securities (SMBS), which are
derivative multiple class mortgage-backed securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting entirely
of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that
receive all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other
mortgage-backed securities because their cash flow patterns are
more volatile and there is a greater risk that the initial
investment will not be fully recouped.
|
|
|
|
Asset-Backed Securities.
Certain Funds may invest in
asset-backed securities. Asset-backed securities are securities
whose principal and interest payments are collateralized by
pools of assets such as auto loans, credit card receivables,
leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates,
prepayment of loans underlying asset-backed securities can be
expected to accelerate. Accordingly, a 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, a Fund will be unable to
possess and sell the underlying collateral and that a
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, a Fund may suffer a loss if it cannot sell collateral
quickly and receive the amount it is owed. 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.
|
|
85
|
|
|
|
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.
|
|
|
|
|
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. 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, a Funds ability to achieve its
investment objective may depend to a greater extent on the
Investment Advisers judgment concerning the
creditworthiness of issuers than funds which invest in
higher-rated securities. Issuers of non-investment grade fixed
income securities may not be able to make use of more
traditional methods of financing and their ability to service
debt obligations may be affected more adversely than issuers of
higher-rated securities by economic downturns, specific
corporate or financial developments or the issuers
inability to meet specific projected business forecasts.
Negative publicity about the junk bond market and investor
perceptions regarding lower rated securities, whether or not
based on fundamental analysis, may depress the prices for such
securities.
|
|
|
|
|
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 a
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 a Fund of its initial investment and any
anticipated income or appreciation is uncertain.
|
|
86
APPENDIX A
|
|
|
|
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 a 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 a Funds ability to dispose of particular
portfolio investments. A less liquid secondary market also may
make it more difficult for a Fund to obtain precise valuations
of the high yield securities in its portfolio.
|
|
|
|
|
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.
|
|
|
|
Borrowings.
Each Fund can borrow money from
banks and other financial institutions in amounts not exceeding
one-third of its total assets for temporary or emergency
purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
|
|
|
|
Mortgage Dollar Rolls.
The Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy
Fund may enter into mortgage dollar rolls. A mortgage dollar
roll involves the sale by a Fund of securities for delivery in
the current month. The Fund simultaneously contracts with the
same counterparty to repurchase substantially similar (same
type, coupon and maturity) but not identical securities on a
specified future date. During the roll period, the Fund loses
the right to receive principal and interest paid on the
securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the
securities sold and (b) the lower forward price for the
future purchase and/or fee income plus the interest earned on
the cash proceeds of the securities sold. Unless the benefits of
a mortgage dollar roll exceed the income, capital appreciation
and gain or loss due to mortgage prepayments that would have
|
|
87
|
|
|
been realized on the securities sold as part of
the roll, the use of this technique will diminish the
Funds performance.
|
|
|
|
Successful use of mortgage dollar rolls depends
upon the Investment Advisers ability to predict correctly
interest rates and mortgage prepayments. If the Investment
Adviser is incorrect in its prediction, a Fund may experience a
loss. The Funds do not currently intend to enter into mortgage
dollar rolls for financing and do not treat them as borrowings.
|
|
|
|
|
Yield Curve Options.
The Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy
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 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 on an underlying security remains constant, or if
the spread moves in a direction or to an extent which was not
anticipated.
|
|
|
Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
Interest rate swaps involve the
exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of
fixed-rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent
commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of
mortgages. Credit swaps involve the receipt of floating or fixed
rate payments in exchange for assuming potential credit losses
on an underlying security. Credit 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 a Fund the
right to receive the appreciation in the value of a specified
security, index or other instrument in return for a fee paid to
the counterparty, which will typically be an agreed upon
interest rate. If the underlying asset in a total return swap
declines in value over the term of the swap, the Fund may also
be required to pay the dollar value of that decline to the
counterparty. Certain Funds may also purchase and
|
88
APPENDIX A
|
|
|
write (sell) options contracts on swaps, commonly
referred to as swaptions. A swaption is an option to enter into
a swap agreement. Like other types of options, the buyer of a
swaption pays a non-refundable premium for the option and
obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is
exercised) to enter into an underlying swap on agreed-upon
terms. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on
a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap
and a floor that preserves a certain return within a
predetermined range of interest rates.
|
|
|
Certain Funds may enter into the transactions
described above for hedging purposes or to seek to increase
total return. As an example, when a 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 a 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. A 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.
|
|
|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
|
89
|
|
|
Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher the degree of leverage of an
inverse floater, the greater the volatility of its market value.
|
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 a 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. A 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.
|
|
|
The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If the Investment Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates, or in its evaluation of the creditworthiness of swap
counterparties and the issuers of the underlying assets, the
investment performance of the Fund would be less favorable than
it would have been if these investment techniques were not used.
|
|
|
Inverse Floaters.
The Funds may invest in inverse
floating rate debt securities (inverse floaters).
The interest rate on inverse floaters resets in the opposite
direction from the market rate of interest to which an inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher the degree of leverage of an
inverse floater, the greater the volatility of its market value.
|
90
|
|
|
Appendix B
Financial Highlights
|
|
|
|
The financial highlights tables are intended to
help you understand a Funds financial performance for the
past five years (or less if the Fund has been in operation for
less than five years). Certain information reflects financial
results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on
an investment in a Fund (assuming reinvestment of all dividends
and distributions). The information for the fiscal period ended
December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, whose report along with the
Funds financial statements, is included in the Funds
annual report (available upon request). The information for the
International Real Estate Securities Fund for the fiscal period
ended December 31, 2006 has been audited by
PricewaterhouseCoopers LLP. The information for the Tollkeeper
Fund and Real Estate Securities Fund for the fiscal periods
ended December 31, 2006, 2005, 2004 and 2003 has been
audited by the Funds prior independent registered public
accounting firm.
|
|
REAL ESTATE SECURITIES
FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
22.51
|
|
|
$
|
18.10
|
|
|
$
|
17.34
|
|
|
$
|
14.02
|
|
|
$
|
10.55
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.25
|
|
|
|
0.31
|
|
|
|
0.34
|
|
|
|
0.35
|
|
|
|
0.46
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(3.64
|
)
|
|
|
5.96
|
|
|
|
1.92
|
|
|
|
4.40
|
|
|
|
3.65
|
|
|
|
|
|
Total from investment
operations
|
|
|
(3.39
|
)
|
|
|
6.27
|
|
|
|
2.26
|
|
|
|
4.75
|
|
|
|
4.11
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.37
|
)
|
|
|
(0.39
|
)
|
|
|
(0.41
|
)
|
|
|
(0.40
|
)
|
|
|
(0.48
|
)
|
|
|
|
|
From net realized gains
|
|
|
(3.14
|
)
|
|
|
(1.47
|
)
|
|
|
(1.09
|
)
|
|
|
(1.03
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
Total distributions
|
|
$
|
(3.51
|
)
|
|
$
|
(1.86
|
)
|
|
|
(1.50
|
)
|
|
|
(1.43
|
)
|
|
|
(0.64
|
)
|
|
|
|
Net asset value, end of
year
|
|
$
|
15.61
|
|
|
$
|
22.51
|
|
|
$
|
18.10
|
|
|
$
|
17.34
|
|
|
$
|
14.02
|
|
|
|
|
Total return
b
|
|
|
(15.63
|
)%
|
|
|
34.86
|
%
|
|
|
13.30
|
%
|
|
|
34.76
|
%
|
|
|
39.90
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
413,030
|
|
|
$
|
557,831
|
|
|
$
|
348,872
|
|
|
$
|
232,525
|
|
|
$
|
125,388
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.05
|
%
|
|
|
1.04
|
%
|
|
|
1.04
|
%
|
|
|
1.04
|
%
|
|
|
1.04
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.12
|
%
|
|
|
1.47
|
%
|
|
|
1.89
|
%
|
|
|
2.34
|
%
|
|
|
3.81
|
%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.09
|
%
|
|
|
1.10
|
%
|
|
|
1.13
|
%
|
|
|
1.13
|
%
|
|
|
1.16
|
%
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.08
|
%
|
|
|
1.41
|
%
|
|
|
1.80
|
%
|
|
|
2.25
|
%
|
|
|
3.69
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
42
|
%
|
|
|
30
|
%
|
|
|
19
|
%
|
|
|
30
|
%
|
|
|
17
|
%
|
|
See page 95 for all footnotes.
91
INTERNATIONAL REAL
ESTATE SECURITIES FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
For the Year Ended
|
|
For the Period Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
2007
|
|
(commenced July 31, 2006)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
12.03
|
|
|
$
|
10.00
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.21
|
|
|
|
0.09
|
|
|
|
|
|
Net realized and
unrealized gain (loss)
|
|
|
(0.45
|
)
|
|
|
2.05
|
|
|
|
|
|
Total from investment
operations
|
|
|
(0.24
|
)
|
|
|
2.14
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.91
|
)
|
|
|
(0.11
|
)
|
|
|
|
|
From net realized gains
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.95
|
)
|
|
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
10.84
|
|
|
$
|
12.03
|
|
|
|
|
|
Total return
b
|
|
|
(2.23
|
)%
|
|
|
21.33
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
620,012
|
|
|
$
|
347,684
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.14
|
%
|
|
|
1.13
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.64
|
%
|
|
|
1.89
|
%
i
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.18
|
%
|
|
|
1.36
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
1.60
|
%
|
|
|
1.66
|
%
i
|
|
|
|
|
Portfolio turnover rate
|
|
|
86
|
%
|
|
|
13
|
%
|
|
See page 95 for all footnotes.
92
APPENDIX B
TOLLKEEPER
FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
|
|
|
|
|
Net asset value, beginning
of year
|
|
$
|
9.31
|
|
|
$
|
8.23
|
|
|
$
|
8.04
|
|
|
$
|
7.11
|
|
|
$
|
4.86
|
|
|
|
|
Income (loss) from
investment operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
loss
a
|
|
|
(0.06
|
)
c,d
|
|
|
(0.06
|
)
|
|
|
(0.05
|
)
|
|
|
(0.02
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.66
|
e
|
|
|
1.14
|
f
|
|
|
0.24
|
|
|
|
0.95
|
|
|
|
2.30
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.60
|
|
|
|
1.08
|
|
|
|
0.19
|
|
|
|
0.93
|
|
|
|
2.25
|
|
|
|
|
Net asset value, end of
year
|
|
$
|
11.91
|
|
|
$
|
9.31
|
|
|
$
|
8.23
|
|
|
$
|
8.04
|
|
|
$
|
7.11
|
|
|
|
|
Total return
b
|
|
|
27.93
|
%
|
|
|
13.12
|
%
h
|
|
|
2.36
|
%
|
|
|
13.08
|
%
|
|
|
46.30
|
%
|
|
|
|
|
Net assets at end of year
(in 000s)
|
|
$
|
23,679
|
c
|
|
$
|
15,659
|
|
|
$
|
8,819
|
|
|
$
|
11,323
|
|
|
$
|
27,687
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
1.16
|
%
c
|
|
|
1.09
|
%
|
|
|
1.10
|
%
|
|
|
1.10
|
%
|
|
|
1.10
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.56
|
)%
c,d
|
|
|
(0.75
|
)%
|
|
|
(0.70
|
)%
|
|
|
(0.31
|
)%
|
|
|
(0.89
|
)%
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
1.24
|
%
c
|
|
|
1.19
|
%
|
|
|
1.16
|
%
|
|
|
1.16
|
%
|
|
|
1.15
|
%
|
|
|
|
|
Ratio of net investment
loss to average net assets
|
|
|
(0.64
|
)%
c,d
|
|
|
(0.85
|
)%
|
|
|
(0.76
|
)%
|
|
|
(0.37
|
)%
|
|
|
(0.94
|
)%
|
|
|
|
|
Portfolio turnover rate
|
|
|
70
|
%
|
|
|
35
|
%
|
|
|
48
|
%
|
|
|
37
|
%
|
|
|
27
|
%
|
|
See page 95 for all footnotes.
93
COMMODITY STRATEGY
FUND
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
For the Period Ended
|
|
|
December 31,
|
|
|
|
|
|
2007
|
|
|
(commenced March 30, 2007)
|
|
|
|
|
|
|
Net asset value, beginning
of period
|
|
$
|
10.00
|
|
|
|
|
|
|
Income from investment
operations
|
|
|
|
|
|
|
|
|
Net investment
income
a
|
|
|
0.23
|
|
|
|
|
|
Net realized and
unrealized gain
|
|
|
2.24
|
|
|
|
|
|
|
|
Total from investment
operations
|
|
|
2.47
|
|
|
|
|
|
|
Distributions to
shareholders
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.21
|
)
|
|
|
|
|
|
Net asset value, end of
period
|
|
$
|
12.26
|
|
|
|
|
|
Total return
b
|
|
|
24.95
|
%
|
|
|
|
|
Net assets at end of
period (in 000s)
|
|
$
|
290,380
|
|
|
|
|
|
Ratio of net expenses to
average net assets
|
|
|
0.58
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.73
|
%
i
|
|
|
|
|
Ratios assuming no
expense reductions
|
|
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
|
|
|
0.74
|
%
i
|
|
|
|
|
Ratio of net investment
income to average net assets
|
|
|
2.57
|
%
i
|
|
|
|
|
Portfolio turnover rate
|
|
|
83
|
%
|
|
See page 95 for all footnotes.
94
APPENDIX B
Footnotes:
|
|
|
a
|
|
Calculated based on the average shares
outstanding methodology.
|
b
|
|
Assumes investment at the net asset value at
the beginning of the period, reinvestment of all dividends and
distributions, a complete redemption of the investment at the
net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or
redemption charge were taken into account. Total returns for
periods less than one full year are not annualized. Returns do
not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or the redemption of Fund
shares.
|
|
c
|
|
Includes non-reoccuring expense for a special
shareholder meeting which amounted to approximately $0.01
per share and approximately 0.05% of average net
assets.
|
|
|
d
|
|
Reflects income recognized from special
dividends which amounted to $0.01 per share and 0.12% of
average net assets.
|
|
|
e
|
|
Reflects an increase of $0.07 per share and
0.67% of average net assets due to payments received for class
action settlements received during the year.
|
|
|
f
|
|
Reflects an increase of $0.04 per share and
0.47% of average net assets due to payments received for class
action settlements received during the year.
|
|
|
g
|
|
Total return reflects the impact of payments
received for class action settlements received during the year.
Excluding such payments, the total return would have been
27.82%.
|
|
|
h
|
|
Total return reflects the impact of payments
received for class action settlements received during the year.
Excluding such payments, the total return would have been
12.64%.
|
|
|
i
|
|
Annualized.
|
|
95
[This page intentionally left blank]
|
|
|
|
|
|
|
1
General Investment Management Approach
|
|
|
|
4 Fund
Investment Objectives and Strategies
|
|
|
4
|
|
Goldman Sachs Real Estate Securities Fund
|
|
|
7
|
|
Goldman Sachs International Real Estate
Securities Fund
|
|
|
10
|
|
Goldman Sachs Tollkeeper Fund
|
|
|
12
|
|
Goldman Sachs Commodity Strategy Fund
|
|
|
|
16
Other Investment Practices and Securities
|
|
|
|
18
Principal Risks of the Funds
|
|
|
|
25 Fund
Performance
|
|
|
|
29 Fund
Fees and Expenses
|
|
|
|
32
Service Providers
|
|
|
|
39
Dividends
|
|
|
|
40
Shareholder Guide
|
|
|
40
|
|
How To Buy Shares
|
|
|
47
|
|
How To Sell Shares
|
|
|
|
56
Taxation
|
|
|
|
59
Appendix A
Additional
Information on
Portfolio Risks,
Securities
and Techniques
|
|
|
|
91
Appendix B
Financial
Highlights
|
|
|
|
Select Satellite Funds
Prospectus
(Institutional
Shares)
|
|
|
|
Annual/Semi-annual
Report
|
|
|
Additional information about the Funds
investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual
reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the
Funds performance during the last fiscal year.
|
|
|
Statement
of Additional Information
|
|
|
|
Additional information about the Funds and their
policies is also available in the Funds SAI. The SAI is
incorporated by reference into this Prospectus (is legally
considered part of this Prospectus).
|
|
|
|
|
The Funds annual and semi-annual reports
and 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 and the SAI at the Funds website:
http://www.goldmansachsfunds.com.
|
|
|
|
To obtain other information and for shareholder
inquiries:
|
|
|
|
|
|
|
|
n
By
telephone:
|
|
1-800-621-2550
|
|
|
|
|
n
By
mail:
|
|
Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606
|
|
|
|
|
n
On
the Internet:
|
|
SEC EDGAR database http://www.sec.gov
|
|
|
|
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.
|
The Funds investment company registration
number is 811-05349.
Goldman Sachs Tollkeeper Fund
SM
is a
service mark of Goldman, Sachs & Co.
GSAM
®
is a registered service mark of Goldman,
Sachs & Co.
SPECSELINS
PART B
STATEMENT OF ADDITIONAL INFORMATION
DATED APRIL 29, 2008
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
CLASS R SHARES
CLASS IR SHARES
SERVICE SHARES
INSTITUTIONAL SHARES
GOLDMAN SACHS U.S. EQUITY DIVIDEND AND PREMIUM FUND
GOLDMAN SACHS INTERNATIONAL EQUITY DIVIDEND AND PREMIUM FUND
GOLDMAN SACHS STRUCTURED
TAX-MANAGED EQUITY FUND
GOLDMAN SACHS STRUCTURED INTERNATIONAL TAX-MANAGED EQUITY FUND
GOLDMAN SACHS REAL ESTATE SECURITIES FUND
GOLDMAN SACHS INTERNATIONAL REAL ESTATE SECURITIES FUND
GOLDMAN SACHS TOLLKEEPER FUND
SM
GOLDMAN SACHS COMMODITY STRATEGY FUND
(Structured Tax-Advantaged Equity and Select Satellite Funds of Goldman Sachs Trust)
71 South Wacker Drive
Chicago, Illinois 60606
This Statement of Additional Information (the SAI) is not a Prospectus. This SAI should be
read in conjunction with the Prospectuses for the appropriate share classes of the Goldman Sachs
U.S. Equity Dividend and Premium Fund, Goldman Sachs International Equity Dividend and Premium
Fund, Goldman Sachs Structured Tax-Managed Equity Fund, Goldman Sachs Structured International
Tax-Managed Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs International
Real Estate Securities Fund, Goldman Sachs Tollkeeper Fund
SM
and Goldman Sachs Commodity
Strategy Fund, dated April 29, 2008, as they may be further amended and/or supplemented from time
to time (the Prospectuses), which may be obtained without charge from Goldman, Sachs & Co. by
calling the telephone number, or writing to one of the addresses, listed below or from institutions
(Service Organizations) acting on behalf of their customers.
The audited financial statements and related report of PricewaterhouseCoopers LLP, independent
registered public accounting firm for Goldman Sachs U.S. Equity Dividend and Premium Fund, Goldman
Sachs International Equity Dividend and Premium Fund, Goldman Sachs Structured Tax-Managed Equity
Fund, Goldman Sachs Structured International Tax-Managed Equity Fund, Goldman Sachs Real Estate
Securities Fund, Goldman Sachs International Real Estate Securities Fund, Goldman Sachs Tollkeeper
Fund
SM
and Goldman Sachs Commodity Strategy Fund, contained in such Funds 2007 annual
report are incorporated herein by reference in the section Financial Statements. No other
portions of each Funds annual report are incorporated by reference. The Goldman Sachs Structured
International Tax-Managed Equity Fund and Goldman Sachs International Equity Dividend and Premium
Fund commenced operations on January 10, 2008, and have not yet issued an annual report. A Funds
annual report, when available, may be obtained upon request and without charge by calling Goldman,
Sachs & Co. toll-free at 800-621-2550.
Goldman Sachs Tollkeeper Fund
SM
is a service mark of Goldman, Sachs & Co.
GSAM® is a registered service mark of Goldman, Sachs & Co.
TABLE OF CONTENTS
|
|
|
|
|
INTRODUCTION
|
|
|
B-1
|
|
INVESTMENT OBJECTIVES AND POLICIES
|
|
|
B-1
|
|
INVESTMENT RESTRICTIONS
|
|
|
B-52
|
|
TRUSTEES AND OFFICERS
|
|
|
B-54
|
|
MANAGEMENT SERVICES
|
|
|
B-65
|
|
POTENTIAL CONFLICTS OF INTEREST
|
|
|
B-79
|
|
PORTFOLIO TRANSACTIONS AND BROKERAGE
|
|
|
B-93
|
|
NET ASSET VALUE
|
|
|
B-98
|
|
SHARES OF THE TRUST
|
|
|
B-104
|
|
TAXATION
|
|
|
B-111
|
|
FINANCIAL STATEMENTS
|
|
|
B-116
|
|
PROXY VOTING
|
|
|
B-116
|
|
PAYMENTS TO INTERMEDIARIES
|
|
|
B-117
|
|
OTHER INFORMATION
|
|
|
B-119
|
|
DISTRIBUTION AND SERVICE PLANS
|
|
|
B-122
|
|
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES, REDEMPTIONS,
EXCHANGES AND DIVIDENDS
|
|
|
B-129
|
|
SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN
|
|
|
B-133
|
|
APPENDIX A DESCRIPTION OF SECURITIES RATINGS
|
|
|
1-A
|
|
APPENDIX B 2008 ISS PROXY VOTING GUIDELINES SUMMARY
|
|
|
1-B
|
|
APPENDIX C BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
|
|
|
1-C
|
|
APPENDIX D STATEMENT OF INTENTION (applicable only to Class A Shares)
|
|
|
1-D
|
|
The date of this SAI is April 29, 2008.
|
|
|
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
|
|
GOLDMAN, SACHS & CO.
|
Investment Adviser
|
|
Distributor
|
32 Old Slip
|
|
85 Broad Street
|
New York, New York 10005
|
|
New York, New York 10004
|
|
|
|
|
GOLDMAN, SACHS & CO.
|
|
|
Transfer Agent
|
|
|
71 South Wacker Drive
|
|
|
Chicago, Illinois 60606
|
|
|
|
Toll-free (in U.S.) . . . 800-621-2550
INTRODUCTION
Goldman Sachs Trust (the Trust) is an open-end, management investment company. The Trust is
organized as a Delaware statutory trust and was established by a Declaration of Trust dated January
28, 1997. The Trust is a successor to a Massachusetts business trust that was combined with the
Trust on April 29, 1997.
The following series of the Trust are described in this SAI: Goldman Sachs U.S. Equity
Dividend and Premium Fund (U.S. Equity Dividend and Premium Fund), Goldman Sachs International
Equity Dividend and Premium Fund (International Equity Dividend and Premium Fund), Goldman Sachs
Structured Tax-Managed Equity Fund (formerly, CORE Tax-Managed Equity Fund) (Structured
Tax-Managed Equity Fund), Goldman Sachs Structured International Tax-Managed Equity Fund
(Structured International Tax-Managed Equity Fund), Goldman Sachs Real Estate Securities Fund
(Real Estate Securities Fund), Goldman Sachs International Real Estate Securities Fund
(International Real Estate Securities Fund), Goldman Sachs Tollkeeper Fund (Tollkeeper Fund)
and Goldman Sachs Commodity Strategy Fund (Commodity Strategy Fund) (collectively referred to
herein as the Funds).
The Trustees of the Trust have authority under the Declaration of Trust to create and classify
shares into separate series and to classify and reclassify any series or portfolio of shares into
one or more classes without further action by shareholders. Pursuant thereto, the Trustees have
created the Funds and other series. Additional series may be added in the future from time to
time. The Real Estate Securities Fund currently offers seven classes of shares: Class A Shares,
Class B Shares, Class C Shares, Class R Shares, Class IR Shares, Institutional Shares and Service
Shares. The Structured Tax-Managed Equity Fund and the Tollkeeper Fund currently offer five
classes of shares: Class A Shares, Class B Shares, Class C Shares, Institutional Shares and Service
Shares. The Commodity Strategy Fund currently offers five classes of shares: Class A Shares, Class
C Shares, Class R Shares, Class IR Shares and Institutional Shares. The International Real Estate
Securities Fund currently offers four classes of shares: Class A Shares, Class C Shares, Class IR
Shares and Institutional Shares. The U.S. Equity Dividend and Premium Fund, the International
Equity Dividend and Premium Fund and the Structured International Tax-Managed Equity Fund currently
offer three classes of shares: Class A Shares, Class C Shares and Institutional Shares. See
Shares of the Trust.
Goldman Sachs Asset Management, L.P. (GSAM or the Investment Adviser) (formerly Goldman
Sachs Funds Management, L.P.), an affiliate of Goldman, Sachs & Co. (Goldman Sachs), serves as
the Investment Adviser to the Funds. In addition, Goldman Sachs serves as each Funds distributor
and transfer agent. Each Funds custodian is JPMorgan Chase Bank, N.A. (JPMorgan Chase).
The following information relates to and supplements the description of each Funds investment
policies contained in the Prospectuses. See the Prospectuses for a more complete description of
the Funds investment objectives and policies. Investing in the Funds entails certain risks and
there is no assurance that a Fund will achieve its objective. Capitalized terms used but not
defined herein have the same meaning as in the Prospectuses.
INVESTMENT OBJECTIVES AND POLICIES
Each Fund has a distinct investment objective and policies. There can be no assurance that a
Funds objective will be achieved. Each Fund other than the Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy Fund is a diversified, open-end
management company as defined in the Investment Company Act of 1940, as amended (the Act). Each
of the Real Estate Securities Fund, International Real Estate Securities Fund and Commodity
Strategy Fund is a non-diversified, open-end management investment company. The investment
objective and policies of each Fund, and the associated risks of each Fund, are discussed in the
Funds Prospectuses, which should be read carefully before an investment is made. All investment
objectives and investment policies not specifically designated as fundamental may be changed
without shareholder approval. However, to the extent required by Securities and Exchange
Commission (SEC) regulations including Rule 35d-1 of the Act and the SECs interpretive positions
thereunder, shareholders will be provided with sixty days notice in the manner prescribed by the
SEC before any change in the U.S. Equity Dividend and Premium Funds, International Equity Dividend
and Premiums, Structured Tax-Managed Equity Funds, Structured International
B-1
Tax-Managed Equity
Funds, Real Estate Securities Funds, International Real Estate Securities Funds and
Commodity Strategy 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 its name. Additional information about the Funds, their policies, and the investment
instruments they may hold, is provided below.
Each Funds share price will fluctuate with market, economic and, to the extent applicable,
foreign exchange conditions, so that an investment in any of the Funds may be worth more or less
when redeemed than when purchased. None of the Funds should be relied upon as a complete
investment program.
The following discussion supplements the information in the Funds Prospectuses.
General Information Regarding The Funds
.
The Investment Adviser may purchase for the Funds common stocks, preferred stocks, interests
in real estate investment trusts (REITs) and, with respect to the Real Estate Securities Fund and
International Real Estate Securities Fund, other real estate industry companies, including
REIT-like entities or real estate operating companies whose products and services are related to
the real estate industry, convertible debt obligations, convertible preferred stocks, equity
interests in trusts, partnerships, joint ventures, limited liability companies and similar
enterprises, warrants and stock purchase rights and synthetic and derivative instruments that have
economic characteristics similar to equity securities (equity investments). The Investment
Adviser utilizes first-hand fundamental research, including visiting company facilities to assess
operations and to meet decision-makers, in choosing a Funds securities. The Investment Adviser
may also use macro analysis of numerous economic and valuation variables to anticipate changes in
company earnings and the overall investment climate. The Investment Adviser is able to draw on the
research and market expertise of the Goldman Sachs Global Investment Research Department and other
affiliates of the Investment Adviser, as well as information provided by other securities dealers.
Equity investments in a Funds portfolio will generally be sold when the Investment Adviser
believes that the market price fully reflects or exceeds the investments fundamental valuation or
when other more attractive investments are identified. For the Structured Tax-Managed Equity Fund
and Structured International Tax-Managed Equity Fund, the Investment Adviser utilizes advanced
quantitative tools for both stock selection and portfolio construction. For rebalancings, the
computer optimizer calculates numerous security combinations and numerous weightings to identify an
efficient risk/return given the Funds benchmark.
U.S. Equity Dividend and Premium and International Equity Dividend and Premium Funds
Stock Selection and Portfolio Construction.
The U.S. Equity Dividend and Premium Fund seeks
to maintain an equity portfolio that will produce a gross return similar to that of its equity
benchmark, the S&P 500 Index. The International Equity Dividend and Premium Fund seeks to maintain
an equity portfolio that will produce a gross return similar to that of its equity benchmark, the
MSCI EAFE
®
Index. However, because of the impact of call options written by each Fund,
the return of each Fund is not expected to closely track its benchmark, even if the return of the
portfolio securities held by each Fund resembles the return of the benchmark. In addition, the
return of each Fund may trail the return of its benchmark for short or extended periods of time.
Generally, each Fund will seek to hold certain of the higher dividend paying stocks within
each industry and sector while still maintaining industry and sector weights that are similar to
those of its benchmark. The Investment Adviser will consider annualized dividend yields, scheduled
dividend record dates and any extraordinary dividends when evaluating securities. The Investment
Adviser will generally not seek to outperform the benchmark through active security selection.
The Investment Adviser will use proprietary quantitative techniques, including optimization
tools, a risk model, and a transactions cost model, in identifying a portfolio of stocks that it
believes may enhance expected dividend yield while limiting deviations when compared to the
benchmark. Deviations are constrained with regards to position sizes, industry weights, sector
weights, volatility as compared to the market (
i.e.
, Beta) and estimated tracking error.
B-2
Call Writing.
Each Fund will regularly write call options in order to generate additional
cash flow. It is anticipated that the calls will typically be written against the relevant Funds
benchmark or against exchange-traded funds linked to relevant benchmark (ETFs) or against other
national or regional indices. The goal of each Funds
call writing is to generate an amount of premium that, when annualized and added to each
Funds expected dividend yield, provides an attractive level of cash flow. Call writing, however,
entails certain risks.
The Investment Adviser anticipates generally writing index call options, or call options on
ETFs, with expirations of three months or less. Outstanding call options will be rolled forward
upon expiration, so that there will generally be some options outstanding.
Structured Tax-Managed Equity and Structured International Tax-Managed Equity Funds
Quantitative Style.
The Structured Tax-Managed Equity and Structured International
Tax-Managed Equity Funds are managed using both quantitative and fundamental techniques. The Funds
investment process and the proprietary multifactor model used to implement it are discussed below.
Investment Process.
The Investment Adviser begins with a broad universe of U.S. equity
investments for the Structured Tax-Managed Equity Fund, and international equity investments for
the Structured International Tax-Managed Equity Fund. As described more fully below, the
Investment Adviser uses a proprietary multifactor model (the Multifactor Model) to forecast the
returns of individual securities.
In building a diversified portfolio for the Structured Tax-Managed Equity and Structured
International Tax-Managed Equity Funds, the Investment Adviser utilizes optimization techniques to
seek to construct the most efficient risk/return portfolio given each Funds benchmark. Each
Funds portfolio is primarily composed of securities that the Investment Adviser believes maximizes
the portfolios risk/return tradeoff and has risk characteristics and industry weightings similar
to that of the Russell 3000 Index for the Structured Tax-Managed Equity Fund, and the
MSCI
®
Europe, Australasia, Far East (EAFE
®
) Index (unhedged) for the
Structured International Tax-Managed Equity Fund.
Multifactor Model.
The Multifactor Model is a rigorous computerized rating system for
forecasting the returns of different equity markets, currencies and individual equity investments
according to fundamental investment characteristics. Each Fund uses one Multifactor Model to
forecast the returns of securities held in its portfolio. The Multifactor Model incorporates
common variables including measures of value, momentum, analyst sentiment, profitability, earnings
quality and management impact. All of the factors used in the Multifactor Model have been shown to
significantly impact the performance of the securities, currencies and markets they were designed
to forecast.
The weightings assigned to the factors in the Multifactor Model used by each Fund are derived
using a statistical formulation that considers each factors historical performance, volatility and
stability of ranking in different market environments. As such, the Multifactor Model is designed
to evaluate each security using the factors that are statistically related to returns over the long
run. Because they include many disparate factors, the Investment Adviser believes that the
Multifactor Model is broader in scope and provides a more thorough evaluation than traditional
investment processes. Securities and markets ranked highest by the Multifactor Model do not have
one dominant investment characteristic; rather, they possess an attractive combination of
investment characteristics. By using a variety of relevant factors to select securities or
markets, the Investment Adviser believes that each Fund will be better balanced and have more
consistent performance than an investment portfolio that uses only one or two factors to select
such investments.
The Investment Adviser will monitor, and may occasionally suggest and make changes to, the
method by which securities are selected for or weighted in each Fund. Such changes (which may be
the result of changes in the Multifactor Model or the method of applying the Multifactor Model) may
include: (i) evolutionary changes to the structure of the Multifactor Model (
e.g.
, the addition of
new factors or a new means of weighting the factors); (ii) changes in trading procedures (
e.g.
,
trading frequency or the manner in which each Fund uses futures); or (iii) changes in the method by
which securities or markets are weighted in each Fund. Any such changes will
B-3
preserve each Funds
basic investment philosophy of combining qualitative and quantitative methods of selecting
securities using a disciplined investment process.
Other Information.
Since normal settlement for equity securities is three trading days (for
certain international markets settlement may be longer), the Funds will need to hold cash balances
to satisfy shareholder
redemption requests. Such cash balances will normally range from 2% to 5% of a Funds net
assets. Additionally, the Funds may purchase futures contracts to manage their cash position. For
example, if cash balances are equal to 5% of the net assets, a Fund may enter into long futures
contracts covering an amount equal to 5% of the Funds net assets. As cash balances fluctuate
based on new contributions or withdrawals, a Fund may enter into additional contracts or close out
existing positions.
Real Estate Securities and International Real Estate Securities Funds
The investment strategy of the Real Estate Securities and International Real Estate Securities
Funds is based on the premise that real estate market fundamentals are the primary determinant of
growth which underlies the success of companies in the real estate industry. Each Funds research
and investment process focuses on companies that can achieve sustainable growth in cash flow and
dividend paying capability. This process is comprised of real estate market research and
securities analysis. Each Funds Investment Adviser will take into account fundamental trends in
underlying property markets as determined by proprietary models, research of local real estate
market, earnings, cash flow growth and stability, the relationship between asset values and market
prices of the securities and dividend payment history. The Investment Adviser will attempt to
purchase securities so that its underlying portfolio will be diversified geographically and by
property type.
Tollkeeper Fund
Growth Style.
The Tollkeeper Fund is managed using a growth equity oriented approach. Equity
investments for this Fund are selected based on their long-term prospects for above average growth.
The Investment Adviser employs an investment strategy with three primary components. The first is
to buy a business with the belief that wealth is created by the long-term ownership of a growing
business. The second is to buy a high-quality business that exhibits high-quality growth criteria
including strong business franchise, favorable long-term trends and excellent management. The
third component of the strategy is to buy the business at attractive valuation. The Investment
Adviser maintains a long term outlook when implementing this disciplined investment process.
The Fund intends to invest a substantial portion of its assets in companies the Investment
Adviser describes as Tollkeepers. In general, the Investment Adviser defines a Tollkeeper company
as a high-quality technology, media or service company that adopts or uses technology to improve
its cost structure, revenue opportunities or competitive advantage. The Investment Adviser seeks
to identify Tollkeeper companies that exhibit many of the following characteristics:
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Strong brand name
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Dominant market share
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Recurring revenue streams
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Free cash flow generation
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Long product life cycle
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Enduring competitive advantage
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Excellent management
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To the Investment Adviser, tollkeeper connotes a promising growth business. Like a toll
collector for a highway or bridge, tollkeeper companies may grow revenue by increasing traffic,
or customers and sales, and raising tolls or prices, and margins. The Investment Adviser
believes that the characteristics of many tollkeeper companies, including dominant market share,
strong brand name and recurring revenue or the ability to generate free cash flow, should enable
them to consistently grow their business. The Investment Adviser does not define companies that
are capital intensive, low margin businesses as Tollkeepers (although the Investment Adviser may
invest in such companies as part of the Funds 20% basket of securities which are not or may not be
Tollkeepers).
B-4
The Internet is an example of a technology that the Investment Adviser believes will drive
growth for many Tollkeeper businesses. The Internet has had, and is expected to continue to have,
a significant impact on the global economy, as it changes the way many companies operate. Benefits
of the Internet for businesses may include global scalability, acquisition of new clients, new
revenue sources and increased efficiencies. Tollkeeper companies adopting Internet technologies to
improve their business model include companies in the technology, media and service companies.
Because of its focus on the technology media and service companies, the Funds investment
performance will be closely tied to many factors that affect technology, media and service
companies. These factors include intense competition, consumer preferences, problems with product
compatibility and government regulation. Tollkeeper securities may experience significant price
movements caused by disproportionate investor optimism or pessimism with little or no basis in
fundamental economic conditions. As a result, the Funds NAV is more likely to have greater
fluctuations than that of a Fund which is more diversified or invests in other industries.
Commodity Strategy Fund
The Commodity Strategy Funds investment objective is to seek long-term total return. The Fund
invests in fixed income securities, including U.S. government securities, corporate debt
securities, privately issued mortgage-backed securities, asset-backed securities and structured
notes based on the performance of a broad-based commodities index and other commodity-linked
derivative securities. The Commodity Strategy Fund seeks to provide exposure to the commodity
markets and returns that correspond to the performance of the S&P GSCI Commodity Index (GSCI)
by investing in commodity-linked investments. GSCI is a composite index of commodity sector
returns, representing an unleveraged, long-only investment in commodity futures that is diversified
across the spectrum of commodities. The returns are calculated on a fully-collateralized basis
with full reinvestment. The combination of these attributes provides investors with a
representative and realistic picture of realizable returns attainable in the commodities markets.
Individual components qualify for inclusion in the GSCI on the basis of liquidity and are
weighted by their respective world production quantities. The principles behind the construction
of the index are public and designed to allow easy and cost-efficient investment implementation.
Possible means of implementation include the purchase of GSCI-related instruments, such as the
GSCI futures contract traded on the Chicago Mercantile Exchange (CME) or over-the-counter
derivatives, or the direct purchase of the underlying futures contracts.
As of April 21, 2008, weights were:
Energy: 75.68%
Ind. Metals: 7.14%
Prec. Metals: 1.96%
Agriculture: 12.16%
Livestock: 3.06%
The following is further discussion concerning particular instruments in which the Fund may
invest and investment strategies that the Fund may use.
Risk Considerations Regarding the Internet Industry
The value of the Tollkeeper Funds shares will fluctuate based upon risk factors affecting the
Internet industry and related industries. Market or economic factors impacting companies in these
industries could have a major effect on the value of the Funds investments. The value of stocks of
these companies is particularly vulnerable to rapid changes in technological product cycles,
frequent new service and product announcements, evolving industry
standards, government regulation, intense worldwide competition, and obsolescence caused by scientific and technological
advances and changing customer demand. Technology stocks, especially those of smaller, less seasoned companies, tend to be more
volatile than the overall market. Products developed by Internet and Internet related companies may
be commercially unsuccessful. The failure of an Internet company
to adapt to such changes could
B-5
have a material adverse effect on the companys business, results of
operations and financial condition. In addition, the widespread adoption of new Internet,
networking or telecommunications technologies or other technological changes could require
substantial expenditures by an Internet company to modify or adapt its services or infrastructure,
which could have a material adverse effect on an Internet companys business, results of operations
and financial condition.
Despite the implementation of security measures, an Internet companys networks may be
vulnerable to unauthorized access, computer viruses and other disruptive problems. Internet
companies have in the past experienced, and may in the future experience, interruptions in service
as a result of the accidental or intentional actions of Internet users, current and former
employees or others. Unauthorized access could also potentially jeopardize the security of
confidential information stored in the computer systems of a company and its subscribers. These
events may result in liability of the company to its subscribers and also may deter potential
subscribers.
The law relating to the liability of online services companies for information carried on or
disseminated through their services is currently unsettled. Claims have been brought, and in some
cases successfully argued, against online services companies under both United States and foreign
law for defamation, libel, invasion of privacy, negligence, copyright or trademark infringement, or
other theories based on the nature and content of the materials disseminated through their
services. Certain federal laws have had the effect of protecting online services companies from
certain of such claims concerning materials disseminated through their services, either by
providing immunity or through failure of those bringing action against online services to show
violation of such laws; nevertheless, online services companies sometimes have been held liable for
materials disseminated through their services, particularly for claims of trademark infringement.
There can be no assurance that the steps taken by internet companies to protect their proprietary
rights will be adequate to prevent misappropriation of their technology or that competitors will
not independently develop technologies that are substantially equivalent or superior to such
companies technology. In addition, legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information. The increased
attention focused upon liability issues as a result of these lawsuits, the effect of existing
federal legislation and legislative proposals could also favorably or disfavorably impact the
growth of Internet use.
It is possible that a number of laws and regulations may be adopted with respect to the
Internet or other online services covering issues such as user privacy, freedom of expression,
pricing, content and quality of products and services, taxation, advertising, intellectual property
rights and information security. The nature of such governmental action and the manner in which it
may be interpreted and enforced cannot be fully determined. Such action could subject an Internet
company and/or its customers to potential liability, which in turn could have an adverse effect on
the Internet companys business, results of operations and financial condition. The adoption of
any such laws or regulations might also decrease the rate of growth of Internet use, which in turn
could decrease the demand for the services of Internet companies or increase the cost of doing
business or in some other manner have a material adverse effect on an Internet companys business,
results of operations and financial condition. In addition, applicability to the Internet of
existing laws governing issues such as property ownership, copyrights and other intellectual
property issues, taxation, libel, obscenity and personal privacy is developing. While the vast
majority of such laws were adopted prior to the advent of the Internet and related technologies
and, as a result, do not directly contemplate or address the unique issues of the Internet and
related technologies, amendments to these laws, new laws or court decisions could have the effect
of favorably or disfavorably impacting the growth of Internet use.
The U.S. Congress has adopted legislation, and is considering certain proposed legislation, to
protect the privacy of personal information collected on the Internet. This legislation could
require an online service to adopt safeguards to protect the confidentiality, security and
integrity of personal information and provide a process for individuals to consent or limit the
disclosure of such information. Certain states have also proposed legislation that would limit the
uses of personal user information gathered online or require online services to establish privacy
policies. While one federal court has ruled in favor of online services companies regarding
certain processes employed to obtain personal information from users, other court decisions,
changes to existing laws or the passage of new laws intended to address privacy issues could create
uncertainty in the marketplace that could reduce demand for the services of an internet company or
increase the cost of doing business as a result of litigation costs or increased service delivery
costs, or could in some other manner have a material adverse effect on an internet companys
business, results of operations and financial condition.
B-6
Internet companies do not generally collect sales or other similar taxes. However, one or
more states may seek to impose sales tax collection obligations on Internet companies which engage
in or facilitate online commerce, and proposals have been made at the state and local level that
would impose additional taxes on the sale of goods and services through the Internet. Such
proposals, if adopted, could impair the growth of electronic commerce, and could adversely affect
an Internet companys opportunity to derive financial benefit from such activities. Moreover, a
successful assertion by one or more states or any foreign country that an Internet company should
collect sales or
other taxes on the exchange of merchandise on its system could have a material adverse effect
on an Internet companys business, results of operations and financial condition.
Legislation prohibiting states from imposing taxes on internet access or imposing multiple or
discriminatory taxes on electronic commerce has been adopted by the U.S. Congress, with a tax
moratorium ending on November 1, 2014. While legislation has been proposed before the U.S.
Congress to permanently prohibit the imposition of such taxes, that legislation has not been
enacted. Accordingly, failure to extend the current moratorium could allow various states to
impose taxes on internet-based commerce and the imposition of such taxes could have a material
adverse effect on an internet companys business, results of operations and financial condition.
Corporate Debt Obligations
Each Fund may, under normal market conditions, invest in corporate debt obligations, including
obligations of industrial, utility and financial issuers. Corporate debt obligations include
bonds, notes, debentures and other obligations of corporations to pay interest and repay principal.
The U.S. Equity Dividend and Premium Fund, International Equity Dividend and Premium Fund,
Structured Tax-Managed Equity Fund and Structured International Tax-Managed Equity Fund may only
invest in debt securities that are cash equivalents. Corporate debt obligations are subject to the
risk of an issuers inability to meet principal and interest payments on the obligations and may
also be subject to price volatility due to such factors as market interest rates, market perception
of the creditworthiness of the issuer and general market liquidity.
An economic downturn could severely affect the ability of highly leveraged issuers of junk
bond securities to service their debt obligations or to repay their obligations upon maturity.
Factors having an adverse impact on the market value of junk bonds will have an adverse effect on a
Funds net asset value to the extent it invests in such securities. In addition, a Fund may incur
additional expenses to the extent it is required to seek recovery upon a default in payment of
principal or interest on its portfolio holdings.
The secondary market for junk bonds, which is concentrated in relatively few market makers,
may not be as liquid as the secondary market for more highly rated securities. This reduced
liquidity may have an adverse effect on the ability of the Funds to dispose of a particular
security when necessary to meet their redemption requests or other liquidity needs. Under adverse
market or economic conditions, the secondary market for junk bonds could contract further,
independent of any specific adverse changes in the condition of a particular issuer. As a result,
the Investment Adviser could find it difficult to sell these securities or may be able to sell the
securities only at prices lower than if such securities were widely traded. Prices realized upon
the sale of such lower rated or unrated securities, under such circumstances, may be less than the
prices used in calculating a Funds net asset value.
Since investors generally perceive that there are greater risks associated with the medium to
lower rated securities of the type in which the Funds may invest, the yields and prices of such
securities may tend to fluctuate more than those for higher rated securities. In the lower quality
segments of the fixed-income securities market, changes in perceptions of issuers creditworthiness
tend to occur more frequently and in a more pronounced manner than do changes in higher quality
segments of the fixed-income securities market, resulting in greater yield and price volatility.
Another factor which causes fluctuations in the prices of fixed-income securities is the
supply and demand for similarly rated securities. In addition, the prices of fixed-income
securities fluctuate in response to the general level of interest rates. Fluctuations in the
prices of portfolio securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in a Funds net asset value.
B-7
Medium to lower rated and comparable non-rated securities tend to offer higher yields than
higher rated securities with the same maturities because the historical financial condition of the
issuers of such securities may not have been as strong as that of other issuers. Since medium to
lower rated securities generally involve greater risks of loss of income and principal than higher
rated securities, investors should consider carefully the relative risks associated with investment
in securities which carry medium to lower ratings and in comparable unrated securities. In
addition to the risk of default, there are the related costs of recovery on defaulted issues. The
Investment Adviser will attempt to reduce these risks through portfolio diversification and by
analysis of each issuer and its ability to make timely payments of income and principal, as well as
broad economic trends and corporate developments.
The Investment Adviser employs its own credit research and analysis, which includes a study of
existing debt, capital structure, ability to service debt and to pay dividends, the issuers
sensitivity to economic conditions, its operating history and the current trend of earnings. The
Investment Adviser continually monitors the investments in a Funds portfolio and evaluates whether
to dispose of or to retain corporate debt obligations whose credit ratings or credit quality may
have changed.
Commodity-Linked Securities
The Commodity Strategy Fund may seek to provide exposure to the investment returns of real
assets that trade in the commodity markets through investments in commodity-linked derivative
securities, which are designed to provide this exposure without direct investment in physical
commodities or commodities futures contracts. Real assets are assets such as oil, gas, industrial
and precious metals, livestock, and agricultural or meat products, or other items that have
tangible properties, as compared to stocks or bonds, which are financial instruments. In choosing
investments, the Investment Adviser seeks to provide exposure to various commodities and commodity
sectors. The value of commodity-linked derivative securities may be affected by a variety of
factors, including, but not limited to, overall market movements and other factors affecting the
value of particular industries or commodities, such as weather, disease, embargoes, acts of war or
terrorism, or political and regulatory developments.
The prices of commodity-linked derivative securities may move in different directions than
investments in traditional equity and debt securities when the value of those traditional
securities is declining due to adverse economic conditions. As an example, during periods of
rising inflation, debt securities have historically tended to decline in value due to the general
increase in prevailing interest rates. Conversely, during those same periods of rising inflation,
the prices of certain commodities, such as oil and metals, have historically tended to increase.
Of course, there cannot be any guarantee that these investments will perform in that manner in the
future, and at certain times the price movements of commodity-linked instruments have been parallel
to those of debt and equity securities. Commodities have historically tended to increase and
decrease in value during different parts of the business cycle than financial assets.
Nevertheless, at various times, commodities prices may move in tandem with the prices of financial
assets and thus may not provide overall portfolio diversification benefits. Under favorable
economic conditions, the Funds investments may be expected to underperform an investment in
traditional securities. Over the long term, the returns on the Funds investments are expected to
exhibit low or negative correlation with stocks and bonds.
The Investment Adviser generally intends to invest in commodity-linked investments whose
returns are linked to the GSCI. However, the Commodity Strategy Fund is not an index fund and the
Investment Adviser may make allocations that differ from the weightings in the GSCI.
Commercial Paper and Other Short-Term Corporate Obligations
The Funds may invest in commercial paper and other short-term obligations issued or guaranteed
by U.S. corporations, non-U.S. corporations or other entities. Commercial paper represents
short-term unsecured promissory notes issued in bearer form by banks or bank holding companies,
corporations and finance companies.
U.S. Government Securities
Each Fund may invest in U.S. Government Securities. Some U.S. Government Securities (such as
Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of
issuance) are supported by the full faith and credit of the United States. Others, such as
obligations issued or guaranteed by U.S.
B-8
government agencies, instrumentalities or sponsored
enterprises, are supported either by (i) the right of the issuer to borrow from the U.S. Treasury,
(ii) the discretionary authority of the U.S. government to purchase certain obligations of the
issuer or (iii) only the credit of the issuer. The U.S. government is under no legal obligation,
in general, to purchase the obligations of its agencies, instrumentalities or sponsored
enterprises. No assurance can be given that the U.S. government will provide financial support to
the U.S. government agencies, instrumentalities or sponsored enterprises in the future.
U.S. Government Securities include (to the extent consistent with the Act) securities for
which the payment of principal and interest is backed by an irrevocable letter of credit issued by
the U.S. government, or its agencies,
instrumentalities or sponsored enterprises. U.S. Government Securities may also include (to the
extent consistent with the Act) participations in loans made to foreign governments or their
agencies that are guaranteed as to principal and interest by the U.S. government or its agencies,
instrumentalities or sponsored enterprises. The secondary market for certain of these
participations is extremely limited. In the absence of a suitable secondary market, such
participations are regarded as illiquid.
Each Fund may also purchase U.S. Government Securities in private placements and may also
invest in separately traded principal and interest components of securities guaranteed or issued by
the U.S. Treasury that are traded independently under the separate trading of registered interest
and principal of securities program (STRIPS). Each Fund may also invest in zero coupon U.S.
Treasury Securities and in zero coupon securities issued by financial institutions which represent
a proportionate interest in underlying U.S. Treasury Securities. A zero coupon security pays no
interest to its holder during its life and its value consists of the difference between its face
value at maturity and its cost. The market prices of zero coupon securities generally are more
volatile than the market prices of securities that pay interest periodically.
Treasury Inflation-Protected Securities
. The Funds (except for the International Real
Estate Securities 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, a 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 a 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 a 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 a Fund is required to distribute substantially all of its net investment income
(including accrued original issue discount), a Funds investment in either zero coupon bonds or
TIPS may require a Fund to distribute to shareholders an amount greater than the total cash income
it actually receives. Accordingly, in order to make the required distributions, a Fund may be
required to borrow or liquidate securities.
B-9
Bank Obligations
Each Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits, bankers acceptances and certificates of
deposit, may be general obligations of the parent bank or may be limited to the issuing branch by
the terms of the specific obligations or by government regulation. Banks are subject to extensive
but different governmental regulations which may limit both the amount and types of loans which may
be made and interest rates which may be charged. In addition, the profitability of the banking
industry is largely dependent upon the availability and cost of funds for the purpose of financing
lending operations under prevailing money market conditions. General economic conditions as well as
exposure to credit losses arising from possible financial difficulties of borrowers play an
important part in the operation of this industry.
Certificates of deposit are certificates evidencing the obligation of a bank to repay
funds deposited with it for a specified period of time at a specified rate. Certificates of
deposit are negotiable instruments and are similar to saving deposits but have a definite maturity
and are evidenced by a certificate instead of a passbook entry. Banks are required to keep
reserves against all certificates of deposit. Fixed time deposits are bank obligations payable at
a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn
on the demand by the investor, but may be subject to early withdrawal penalties which vary
depending upon market conditions and the remaining maturity of the obligation. The Funds may
invest in deposits in U.S. and European banks satisfying the standards set forth above.
Zero Coupon Bonds
The U.S. Equity Dividend and Premium Fund, International Equity Dividend and Premium Fund,
Structured International Tax-Managed Equity Fund, Real Estate
Securities Fund, International Real Estate Securities Fund and Commodity
Strategy Funds investments in fixed-income securities may include zero coupon bonds. Zero
coupon bonds are debt obligations issued or purchased at a discount from face value. The discount
approximates the total amount of interest the bonds would have accrued and compounded over the
period until maturity. Zero coupon bonds do not require the periodic payment of interest. Such
investments benefit the issuer by mitigating its need for cash to meet debt service but also
require a higher rate of return to attract investors who are willing to defer receipt of such cash.
Such investments may experience greater volatility in market value than debt obligations which
provide for regular payments of interest. In addition, if an issuer of zero coupon bonds held by a
Fund defaults, the Fund may obtain no return at all on its investment. A Fund will accrue income
on such investments for each taxable year which (net of deductible expenses, if any) is
distributable to shareholders and which, because no cash is generally received at the time of
accrual, may require the liquidation of other portfolio securities to obtain sufficient cash to
satisfy the Funds distribution obligations.
Deferred Interest, Pay-In-Kind and Capital Appreciation Bonds
The Commodity Strategy Funds investments in fixed income securities may include deferred
interest, pay-in-kind (PIK) and capital appreciation bonds. Deferred interest and capital
appreciation bonds are debt securities issued or sold at a discount from their face value and which
do not entitle the holder to any periodic payment of interest prior to maturity or a specified
date. The original issue discount varies depending on the time remaining until maturity or cash
payment date, prevailing interest rates, the liquidity of the security and the perceived credit
quality of the issuer. These securities also may take the form of debt securities that have been
stripped of their unmatured interest coupons, the coupons themselves or receipts or certificates
representing interests in such stripped debt obligations or coupons. The market prices of deferred
interest, capital appreciation bonds and PIK securities generally are more volatile than the market
prices of interest bearing securities and are likely to respond to a greater degree to changes in
interest rates than interest bearing securities having similar maturities and credit quality.
PIK securities may be debt obligations or preferred shares that provide the issuer with
the option of paying interest or dividends on such obligations in cash or in the form of additional
securities rather than cash. Similar to 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
B-10
accrued interest). The trading price of PIK debt securities generally reflects the market value of the underlying debt
plus an amount representing accrued interest since the last interest payment.
Deferred interest, capital appreciation and PIK securities involve the additional risk
that, unlike securities that periodically pay interest to maturity, 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 fixed-income securities in which a Fund may invest are
not fixed and may fluctuate based upon changes in market rates. A variable rate obligation has an
interest rate which is adjusted at pre-designated periods in response to changes in the market rate
of interest on which the interest rate is based. Variable and floating rate obligations are less
effective than fixed rate instruments at locking in a particular yield. Nevertheless, such
obligations may fluctuate in value in response to interest rate changes if there is a delay between
changes in market interest rates and the interest reset date for the obligation, or for other
reasons.
Custodial Receipts and Trust Certificates
Each Fund may invest in custodial receipts and trust certificates, which may be underwritten
by securities dealers or banks, representing interests in securities held by a custodian or
trustee. The securities so held may include U.S. Government securities, municipal securities or
other types of securities in which the 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 laws purposes, custodial
receipts and trust certificates may not be considered obligations of the U.S. Government or other
issuer of the securities held by the custodian or trustee. As a holder of custodial receipts and
trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to
the custodial account or trust. Each Fund may also invest in separately issued interests in
custodial receipts and trust certificates.
Although under the terms of a custodial receipt or trust certificate a Fund would be typically
authorized to assert its rights directly against the issuer of the underlying obligation, a 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, a Fund may be subject to delays, expenses and risks that are greater than those
that would have been involved if a 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
B-11
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.
Mortgage-Backed Securities
General Characteristics.
The Real Estate Securities Fund,
International Real Estate Securities Fund, Tollkeeper Fund and Commodity Strategy Fund may
invest in mortgage-backed securities. Each mortgage pool underlying mortgage-backed securities
consists of mortgage loans evidenced by promissory notes secured by first mortgages or first deeds
of trust or other similar security instruments creating a first lien on owner occupied and
non-owner occupied one-unit to four-unit residential properties, multifamily (
i.e.
, five or more)
properties, agricultural properties, commercial properties and mixed use properties (the Mortgaged
Properties). The Mortgaged Properties may consist of detached individual dwelling units,
multifamily dwelling units, individual condominiums, townhouses, duplexes, triplexes, fourplexes,
row houses, individual units in planned unit developments and other attached dwelling units. The
Mortgaged Properties may also include residential investment properties and second homes.
The investment characteristics of adjustable and fixed rate mortgage-backed securities differ
from those of traditional fixed-income securities. The major differences include the payment of
interest and principal on mortgage-backed securities on a more frequent (usually monthly) schedule,
and the possibility that principal may be prepaid at any time due to prepayments on the underlying
mortgage loans or other assets. These differences can result in significantly greater price and
yield volatility than is the case with traditional fixed-income securities. As a result, if a Fund
purchases mortgage-backed securities at a premium, a faster than expected prepayment rate will
reduce both the market value and the yield to maturity from those which were anticipated. A
prepayment rate that is slower than expected will have the opposite effect of increasing yield to
maturity and market value. Conversely, if a Fund purchases mortgage-backed securities at a
discount, faster than expected prepayments will increase, while slower than expected prepayments
will reduce yield to maturity and market values. To the extent that a Fund invests in
mortgage-backed securities, its Investment Adviser may seek to manage these potential risks by
investing in a variety of mortgage-backed securities and by using certain hedging techniques.
Government Guaranteed Mortgage-Backed Securities.
There are several types of government
guaranteed mortgage-backed securities currently available, including guaranteed mortgage
pass-through certificates and multiple class securities, which include guaranteed Real Estate
Mortgage Investment Conduit Certificates (REMIC Certificates), other collateralized mortgage
obligations and stripped mortgage-backed securities. A Fund is permitted to invest in other types
of mortgage-backed securities that may be available in the future to the extent consistent with its
investment policies and objective.
A Funds investments in mortgage-backed securities may include securities issued or guaranteed
by the U.S. Government or one of its agencies, authorities, instrumentalities or sponsored
enterprises, such as the Government National Mortgage Association (Ginnie Mae), the Federal
National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation
(Freddie Mac). Ginnie Mae securities are backed by the full faith and credit of the U.S.
Government, which means that the U.S. Government guarantees that the interest and principal will be
paid when due. Fannie Mae and Freddie Mac securities are not backed by the full faith and credit
of the U.S. Government. Fannie Mae and Freddie Mac have the ability to borrow from the U.S.
Treasury, and as a result, they are generally viewed by the market as high quality securities with
low credit risks. From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating federal sponsorship of Fannie Mae and Freddie Mac that issue
guaranteed mortgage-backed securities. The Trust cannot predict what legislation, if any, may be
proposed in the future in Congress as regards such sponsorship or which proposals, if any, might be
enacted. Such proposals, if enacted, might materially and adversely affect the availability of
government guaranteed mortgage-backed securities and the Funds liquidity and value.
There is risk that the U.S. Government will not provide financial support to its agencies,
authorities, instrumentalities or sponsored enterprises. A Fund may purchase U.S. Government
securities that are not backed by the full faith and credit of the United States, such as those
issued by Fannie Mae and Freddie Mac. The maximum potential liability of the issuers of some U.S.
Government securities held by a Fund may greatly exceed their current
B-12
resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the
funds to meet their payment obligations in the future.
Ginnie Mae Certificates.
Ginnie Mae is a wholly-owned corporate instrumentality of the United
States. Ginnie Mae is authorized to guarantee the timely payment of the principal of and interest
on certificates that are based on and backed by a pool of mortgage loans insured by the Federal
Housing Administration (FHA Loans), or guaranteed by the Veterans Administration (VA Loans) , or by pools of other eligible
mortgage loans. In order to meet its obligations under any guaranty, Ginnie Mae is authorized to
borrow from the United States Treasury in an unlimited amount. The National Housing Act provided
that the full faith and credit of the United States is pledged to the timely payment of principal
and interest by Ginnie Mae of amounts due on Ginnie Mae certificates.
Fannie Mae Certificates.
Fannie Mae is a stockholder-owned corporation chartered under an act
of the United States Congress. Generally, Fannie Mae certificates are issued and guaranteed by
Fannie Mae and represent an undivided interest in a pool of mortgage loans (a Pool) formed by
Fannie Mae. Each Pool consists of residential mortgage loans (Mortgage Loans) either previously
owned by Fannie Mae or purchased by it in connection with the formation of the Pool. The Mortgage
Loans may be either conventional Mortgage Loans (
i.e.
, not insured or guaranteed by any U.S.
Government agency) or Mortgage Loans that are either insured by the Federal Housing Administration
(FHA) or guaranteed by the Veterans Administration (VA). However, the Mortgage Loans in Fannie
Mae Pools are primarily conventional Mortgage Loans. The lenders originating and servicing the
Mortgage Loans are subject to certain eligibility requirements established by Fannie Mae.
Fannie Mae has certain contractual responsibilities. With respect to each Pool, Fannie Mae is
obligated to distribute scheduled installments of principal and interest after Fannie Maes
servicing and guaranty fee, whether or not received, to Certificate holders. Fannie Mae also is
obligated to distribute to holders of Certificates an amount equal to the full principal balance of
any foreclosed Mortgage Loan, whether or not such principal balance is actually recovered. The
obligations of Fannie Mae under its guaranty of the Fannie Mae Certificates are obligations solely
of Fannie Mae.
Freddie Mac Certificates.
Freddie Mac is a publicly held U.S. Government sponsored
enterprise. The principal activity of Freddie Mac currently is the purchase of first lien,
conventional, residential mortgage loans and participation interests in such mortgage loans and
their resale in the form of mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac
Certificate represents a pro rata interest in a group of mortgage loans or participations in
mortgage loans (a Freddie Mac Certificate group) purchased by Freddie Mac.
Freddie Mac guarantees to each registered holder of a Freddie Mac Certificate the timely
payment of interest at the rate provided for by such Freddie Mac Certificate (whether or not
received on the underlying loans). Freddie Mac also guarantees to each registered Certificate
holder ultimate collection of all principal of the related mortgage loans, without any offset or
deduction, but does not, generally, guarantee the timely payment of scheduled principal. The
obligations of Freddie Mac under its guaranty of Freddie Mac Certificates are obligations solely of
Freddie Mac.
The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of
adjustable rate or fixed rate mortgage loans with original terms to maturity of up to forty years.
Substantially all of these mortgage loans are secured by first liens on one-to-four-family
residential properties or multi-family projects. Each mortgage loan must meet the applicable
standards set forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group
may include whole loans, participation interests in whole loans, undivided interests in whole loans
and participations comprising another Freddie Mac Certificate group.
Conventional Mortgage Loans.
The conventional mortgage loans underlying the Freddie Mac and
Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans normally with
original terms to maturity of between five and thirty years. Substantially all of these mortgage
loans are secured by first liens on one- to four-family residential properties or multi-family
projects. Each mortgage loan must meet the applicable standards set forth in the law creating
Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans, participation
interests in whole loans, undivided interests in whole loans and participations comprising another
Freddie Mac Certificate group.
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Mortgage Pass-Through Securities.
To the extent consistent
with their investment policies,
the Real Estate Securities Fund, International Real Estate
Securities Fund, Tollkeeper Fund and Commodity Strategy Fund may invest in both government
guaranteed and privately issued mortgage pass-through securities (Mortgage Pass-Throughs); that
is, fixed or adjustable rate mortgage-backed securities which provide for monthly payments that are
a pass-through of the monthly interest and principal payments (including any prepayments) made by
the individual borrowers on the pooled mortgage loans, net of any fees or other amounts paid to any
guarantor, administrator and/or servicer of the underlying mortgage loans. The seller or servicer
of the underlying mortgage obligations will generally make representations and warranties to
certificate holders as to certain characteristics of the mortgage loans and as to the accuracy of
certain information furnished to the trustee in respect of each such mortgage loan. Upon a breach
of any representation or warranty that materially and adversely affects the interests of the
related certificate holders in a mortgage loan, the seller or servicer may be obligated either to
cure the breach in all material respects, to repurchase the mortgage loan or, if the related
agreement so provides, to substitute in its place a mortgage loan pursuant to the conditions set
forth therein. Such a repurchase or substitution obligation may constitute the sole remedy
available to the related certificate holders or the trustee for the material breach of any such
representation or warranty by the seller or servicer.
The following discussion describes only a few of the wide variety of structures of Mortgage
Pass-Throughs that are available or may be issued.
Description of Certificates.
Mortgage Pass-Throughs may be issued in one or more classes of
senior certificates and one or more classes of subordinate certificates. Each such class may bear
a different pass-through rate. Generally, each certificate will evidence the specified interest of
the holder thereof in the payments of principal or interest or both in respect of the mortgage pool
comprising part of the trust fund for such certificates.
Any class of certificates may also be divided into subclasses entitled to varying amounts of
principal and interest. If a REMIC election has been made, certificates of such subclasses may be
entitled to payments on the basis of a stated principal balance and stated interest rate, and
payments among different subclasses may be made on a sequential,
concurrent,
pro
rata
or
disproportionate basis, or any combination thereof. The stated interest rate on any such subclass
of certificates may be a fixed rate or one which varies in direct or inverse relationship to an
objective interest index.
Generally, each registered holder of a certificate will be entitled to receive its
pro
rata
share of monthly distributions of all or a portion of principal of the underlying mortgage loans or
of interest on the principal balances thereof, which accrues at the applicable mortgage
pass-through rate, or both. The difference between the mortgage interest rate and the related
mortgage pass-through rate (less the amount, if any, of retained yield) with respect to each
mortgage loan will generally be paid to the servicer as a servicing fee. Since certain adjustable
rate mortgage loans included in a mortgage pool may provide for deferred interest (
i.e.
, negative
amortization), the amount of interest actually paid by a mortgagor in any month may be less than
the amount of interest accrued on the outstanding principal balance of the related mortgage loan
during the relevant period at the applicable mortgage interest rate. In such event, the amount of
interest that is treated as deferred interest will generally be added to the principal balance of
the related mortgage loan and will be distributed
pro
rata
to certificate-holders as principal of
such mortgage loan when paid by the mortgagor in subsequent monthly payments or at maturity.
Ratings.
The ratings assigned by a rating organization to Mortgage Pass-Throughs address the
likelihood of the receipt of all distributions on the underlying mortgage loans by the related
certificate-holders under the agreements pursuant to which such certificates are issued. A rating
organizations ratings normally take into consideration the credit quality of the related mortgage
pool, including any credit support providers, structural and legal aspects associated with such
certificates, and the extent to which the payment stream on such mortgage pool is adequate to make
payments required by such certificates. A rating organizations ratings on such certificates do
not, however, constitute a statement regarding frequency of prepayments on the related mortgage
loans. In addition, the rating assigned by a rating organization to a certificate may not address
the possibility that, in the event of the insolvency of the issuer of certificates where a
subordinated interest was retained, the issuance and sale of the senior certificates may be
recharacterized as a financing and, as a result of such recharacterization, payments on such
certificates may be affected.
B-14
Credit Enhancement.
Mortgage pools created by non-governmental issuers generally offer a
higher yield than government and government-related pools because of the absence of direct or
indirect government or agency payment guarantees. To lessen the effect of failures by obligors on
underlying assets to make payments, mortgage pass-throughs may contain elements of credit support.
Credit support falls generally into two categories: (i) liquidity protection and (ii) protection
against losses resulting from default by an obligor on the underlying assets. Liquidity protection
refers to the provision of advances, generally by the entity administering the pools of mortgages,
the provision of a reserve fund, or a combination thereof, to ensure, subject to certain
limitations, that scheduled payments on the underlying pool are made in a timely fashion.
Protection against losses resulting from default ensures ultimate payment of the obligations on at
least a portion of the assets in the pool. Such credit support can be provided by, among other things, payment guarantees, letters of credit, pool
insurance, subordination, or any combination thereof.
Subordination; Shifting of Interest; Reserve Fund.
In order to achieve ratings on one or more
classes of Mortgage Pass-Throughs, one or more classes of certificates may be subordinate
certificates which provide that the rights of the subordinate certificate-holders to receive any or
a specified portion of distributions with respect to the underlying mortgage loans may be
subordinated to the rights of the senior certificate-holders. If so structured, the subordination
feature may be enhanced by distributing to the senior certificate-holders on certain distribution
dates, as payment of principal, a specified percentage (which generally declines over time) of all
principal payments received during the preceding prepayment period (shifting interest credit
enhancement). This will have the effect of accelerating the amortization of the senior
certificates while increasing the interest in the trust fund evidenced by the subordinate
certificates. Increasing the interest of the subordinate certificates relative to that of the
senior certificates is intended to preserve the availability of the subordination provided by the
subordinate certificates. In addition, because the senior certificate-holders in a shifting
interest credit enhancement structure are entitled to receive a percentage of principal prepayments
which is greater than their proportionate interest in the trust fund, the rate of principal
prepayments on the mortgage loans may have an even greater effect on the rate of principal payments
and the amount of interest payments on, and the yield to maturity of, the senior certificates.
In addition to providing for a preferential right of the senior certificate-holders to receive
current distributions from the mortgage pool, a reserve fund may be established relating to such
certificates (the Reserve Fund). The Reserve Fund may be created with an initial cash deposit by
the originator or servicer and augmented by the retention of distributions otherwise available to
the subordinate certificate-holders or by excess servicing fees until the Reserve Fund reaches a
specified amount.
The subordination feature, and any Reserve Fund, are intended to enhance the likelihood of
timely receipt by senior certificate-holders of the full amount of scheduled monthly payments of
principal and interest due them and will protect the senior certificate-holders against certain
losses; however, in certain circumstances the Reserve Fund could be depleted and temporary
shortfalls could result. In the event the Reserve Fund is depleted before the subordinated amount
is reduced to zero, senior certificate-holders will nevertheless have a preferential right to
receive current distributions from the mortgage pool to the extent of the then outstanding
subordinated amount. Unless otherwise specified, until the subordinated amount is reduced to zero,
on any distribution date any amount otherwise distributable to the subordinate certificates or, to
the extent specified, in the Reserve Fund will generally be used to offset the amount of any losses
realized with respect to the mortgage loans (Realized Losses). Realized Losses remaining after
application of such amounts will generally be applied to reduce the ownership interest of the
subordinate certificates in the mortgage pool. If the subordinated amount has been reduced to
zero, Realized Losses generally will be allocated
pro
rata
among all certificate-holders in
proportion to their respective outstanding interests in the mortgage pool.
Alternative Credit Enhancement.
As an alternative, or in addition to the credit enhancement
afforded by subordination, credit enhancement for Mortgage Pass-Throughs may be provided by
mortgage insurance, hazard insurance, by the deposit of cash, certificates of deposit, letters of
credit, a limited guaranty or by such other methods as are acceptable to a rating agency. In
certain circumstances, such as where credit enhancement is provided by guarantees or a letter of
credit, the security is subject to credit risk because of its exposure to an external credit
enhancement provider.
B-15
Voluntary Advances.
Generally, in the event of delinquencies in payments on the mortgage
loans underlying the Mortgage Pass-Throughs, the servicer agrees to make advances of cash for the
benefit of certificate-holders, but generally will do so only to the extent that it determines such
voluntary advances will be recoverable from future payments and collections on the mortgage loans
or otherwise.
Optional Termination.
Generally, the servicer may, at its option with respect to any
certificates, repurchase all of the underlying mortgage loans remaining outstanding at such time if
the aggregate outstanding principal balance of such mortgage loans is less than a specified
percentage (generally 5-10%) of the aggregate outstanding principal balance of the mortgage loans
as of the cut-off date specified with respect to such series.
Multiple Class Mortgage-Backed Securities and Collateralized Mortgage Obligations.
A Fund may
invest in multiple class securities including collateralized mortgage obligations (CMOs) and
REMIC Certificates.
These securities may be issued by U.S. Government agencies, instrumentalities and sponsored
enterprises such as Fannie Mae or Freddie Mac or by trusts formed by private originators of, or
investors in, mortgage loans, including savings and loan associations, mortgage bankers, commercial
banks, insurance companies, investment banks and special purpose subsidiaries of the foregoing. In
general, CMOs are debt obligations of a legal entity that are collateralized by, and multiple class
mortgage-backed securities represent direct ownership interests in, a pool of mortgage loans or
mortgage-backed securities the payments on which are used to make payments on the CMOs or multiple
class mortgage-backed securities.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal
and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal
balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise
available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC Certificates and
also guarantees the payment of principal as payments are required to be made on the underlying
mortgage participation certificates (PCs). PCs represent undivided interests in specified level
payment, residential mortgages or participations therein purchased by Freddie Mac and placed in a
PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or deduction but the
receipt of the required payments may be delayed. Freddie Mac also guarantees timely payment of
principal of certain PCs.
CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie Mac are types of
multiple class mortgage-backed securities. The REMIC Certificates represent beneficial ownership
interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or
Ginnie Mae guaranteed mortgage-backed securities (the Mortgage Assets). The obligations of
Fannie Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations
solely of Fannie Mae or Freddie Mac, respectively.
CMOs and REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC
Certificates, often referred to as a tranche, is issued at a specific adjustable or fixed
interest rate and must be fully retired no later than its final distribution date. Principal
prepayments on the Mortgage Loans or the Mortgage Assets underlying the CMOs or REMIC Certificates
may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or accrues on all classes
of CMOs or REMIC Certificates on a monthly basis.
The principal of and interest on the Mortgage Assets may be allocated among the several
classes of CMOs or REMIC Certificates in various ways. In certain structures (known as sequential
pay CMOs or REMIC Certificates), payments of principal, including any principal prepayments, on
the Mortgage Assets generally are applied to the classes of CMOs or REMIC Certificates in the order
of their respective final distribution dates. Thus, no payment of principal will be made on any
class of sequential pay CMOs or REMIC Certificates until all other classes having an earlier final
distribution date have been paid in full.
Additional structures of CMOs and REMIC Certificates include, among others, parallel pay
CMOs and REMIC Certificates. Parallel pay CMOs or REMIC Certificates are those which are
structured to apply principal payments and prepayments of the Mortgage Assets to two or more
classes concurrently on a proportionate or
B-16
disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay
structures. These securities include accrual certificates (also known as Z-Bonds), which only
accrue interest at a specified rate until all other certificates having an earlier final
distribution date have been retired and are converted thereafter to an interest-paying security,
and planned amortization class (PAC) certificates, which are parallel pay REMIC Certificates that
generally require that specified amounts of principal be applied on each payment date to one or
more classes or REMIC Certificates (the PAC Certificates), even though all other principal
payments and prepayments of the Mortgage Assets are then required to be applied to one or more
other classes of the PAC Certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each payment date after interest due has been paid to all
classes entitled to receive interest currently. Shortfalls, if any, are added to the amount
payable on the next payment date. The PAC Certificate payment schedule is taken into account in
calculating the final distribution date of each class of PAC. In order to create PAC tranches, one
or more tranches generally must be created that absorb most of the volatility in the underlying
mortgage assets. These tranches tend to have market prices and yields that are much more volatile
than other PAC classes.
Stripped Mortgage-Backed Securities.
The Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy Fund may invest in
stripped mortgage-backed securities (SMBS), which are derivative multiclass mortgage securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities or non-governmental
originators. Certain SMBS may not be readily marketable and will be considered illiquid for
purposes of the Funds limitation on investments in illiquid securities. The Investment Adviser
may determine that SMBS which are U.S. Government Securities are liquid for purposes of the Funds
limitation on investments in illiquid securities. The market value of the class consisting
entirely of principal payments generally is unusually volatile in response to changes in interest
rates. The yields on a class of SMBS that receives all or most of the interest from Mortgage
Assets are generally higher than prevailing market yields on other mortgage-backed securities
because their cash flow patterns are more volatile and there is a greater risk that the initial
investment will not be fully recouped.
Inverse Floating Rate Securities
The Structured Tax-Managed Equity Fund, Real Estate Securities Fund, International
Real Estate Securities Fund and Commodity Strategy Fund may invest in leveraged inverse
floating rate debt instruments (inverse floaters). The interest rate on an inverse floater
resets in the opposite direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The
higher degree of leverage inherent in inverse floaters is associated with greater volatility in
their market values. Accordingly, the duration of an inverse floater may exceed its stated final
maturity. Certain inverse floaters may be deemed to be illiquid securities for purposes of a
Funds 15% limitation on investments in such securities.
Asset-Backed Securities
The Real Estate Securities Fund, International Real Estate
Securities Fund, Tollkeeper Fund and Commodity Strategy Fund may invest in asset-backed
securities. Asset-backed securities represent participations in, or are secured by and payable
from, assets such as motor vehicle installment sales, installment loan contracts, leases of various
types of real and personal property, receivables from revolving credit (credit card) agreements and
other categories of receivables. Such assets are securitized through the use of trusts and special
purpose corporations. Payments or distributions of principal and interest may be guaranteed up to
certain amounts and for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the trust or corporation, or other credit
enhancements may be present.
Such securities are often subject to more rapid repayment than their stated maturity date
would indicate as a result of the pass-through of prepayments of principal on the underlying loans.
During periods of declining interest rates, prepayment of loans underlying asset backed securities
can be expected to accelerate. Accordingly, a Funds ability to maintain positions in such
securities will be affected by reductions in the principal amount of such
B-17
securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject
to generally prevailing interest rates at that time. To the extent that a Fund invests in
asset-backed securities, the values of such 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, a 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.
High Yield Securities
The Real Estate Securities Fund, International Real Estate Securities Fund, Tollkeeper
Fund and Commodity Strategy 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. Each of the Real Estate Securities,
International Real Estate Securities and Tollkeeper Funds may invest up to 20% of its total assets
in non-investment grade securities, and the Commodity Strategy Fund may invest up to 10% of its Net
Assets in non-investment grade securities. The ability of issuers of non-investment grade
securities 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 Moody s). 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 a 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.
B-18
Since investors generally perceive that there are greater risks associated with
non-investment grade securities of the type in which the Funds may invest, the yields and prices of
such securities may tend to fluctuate more than those for higher-rated securities. In the lower
quality segments of the fixed income securities market, changes in perceptions of issuers
creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in
higher quality segments of the fixed income securities market, resulting in greater yield and price
volatility.
Another factor which causes fluctuations in the prices of high yield, fixed income
securities is the supply and demand for similarly rated securities. In addition, the prices of
fixed income securities fluctuate in response to the general level of interest rates. Fluctuations
in the prices of portfolio securities subsequent to their acquisition will not affect cash income
from such securities but will be reflected in the Funds net asset value.
The risk of loss from default for the holders of high yield, fixed-income securities is
significantly greater than is the case for holders of other debt securities because such high
yield, fixed income securities are generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by the Fund in already defaulted
securities poses an additional risk of loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to maturity, recovery by the Fund of
its initial investment and any anticipated income or appreciation is uncertain. In addition, the
Fund may incur additional expenses to the extent that they are required to seek recovery relating
to the default in the payment of principal or interest on such securities or otherwise protect their interests. The Fund may be
required to liquidate other portfolio securities to satisfy annual distribution obligations of the
Funds in respect of accrued interest income on securities which are subsequently written off, even
though the Fund has not received any cash payments of such interest.
The secondary market for high yield, fixed income securities is concentrated in relatively
few markets and is dominated by institutional investors, including mutual funds, insurance
companies and other financial institutions. Accordingly, the secondary market for such securities
is not as liquid as and is more volatile than the secondary market for higher-rated securities. In
addition, the trading volume for high-yield, fixed-income securities is generally lower than that
of higher rated securities and the secondary market for high yield, fixed income securities could
contract under adverse market or economic conditions independent of any specific adverse changes in
the condition of a particular issuer. These factors may have an adverse effect on the ability of
the Fund to dispose of particular portfolio investments. Prices realized upon the sale of such
lower rated or unrated securities, under these circumstances, may be less than the prices used in
calculating the net asset value of the Fund. A less liquid secondary market also may make it more
difficult for the Fund to obtain precise valuations of the high yield securities in their
portfolios.
The adoption of new legislation could adversely affect the secondary market for high yield
securities and the financial condition of issuers of these securities. The form of any future
legislation, and the probability of such legislation being enacted, is uncertain.
Non-investment grade or high yield, fixed income securities also present risks based on
payment expectations. High yield, fixed income securities frequently contain call or buy-back
features which permit the issuer to call or repurchase the security from its holder. If an issuer
exercises such a call option and redeems the security, the Fund may have to replace such security
with a lower-yielding security, resulting in a decreased return for investors. In addition, if the
Fund experiences net redemptions of their shares, it may be forced to sell their higher-rated
securities, resulting in a decline in the overall credit quality of the portfolios of the Fund and
increasing the exposure of the Fund to the risks of high yield securities.
Credit ratings issued by credit rating agencies are designed to evaluate the safety of
principal and interest payments of rated securities. They do not, however, evaluate the market
value risk of non-investment grade securities and, therefore, may not fully reflect the true risks
of an investment. In addition, credit rating agencies may or may not make timely changes in a
rating to reflect changes in the economy or in the conditions of the issuer that affect the market
value of the security. Consequently, credit ratings are used only as a preliminary indicator of
investment quality. Investments in non-investment grade and comparable unrated obligations will be
more dependent on the Investment Advisers credit analysis than would be the case with investments
in investment-grade debt obligations. The Investment Adviser employs its own credit research and
analysis, which includes a study of an issuers existing debt, capital structure, ability to
service debt and to pay dividends, sensitivity to economic conditions, operating history and
current trend of earnings. The Investment Adviser continually monitors the
B-19
investments in the portfolios of the Fund and evaluates whether to dispose of or to retain non-investment grade and
comparable unrated securities whose credit ratings or credit quality may have changed.]
Futures Contracts and Options on Futures Contracts
Each Fund may purchase and sell futures contracts and may also purchase and write call and put
options on futures contracts. The International Equity Dividend and Premium,
Structured International Tax-Managed Equity, Real Estate Securities, International Real Estate Securities, Tollkeeper and Commodity Strategy
Funds may purchase and sell futures contracts based on various securities, securities indices,
foreign currencies and other financial instruments and indices. The U.S. Equity Dividend and
Premium Fund and Structured Tax-Managed Equity Fund may engage in transactions only with respect to
U.S. equity indices. Each Fund will engage in futures and related options transactions in order to
seek to increase total return or to hedge against changes in interest rates, securities prices or,
to the extent a Fund invests in foreign securities, currency exchange rates, or to otherwise manage
its term structure, sector selection and duration in accordance with its investment objective and
policies. Each Fund may also enter into closing purchase and sale transactions with respect to
such contracts and options. The Trust, on behalf of each Fund, has claimed an exclusion from the
definition of the term commodity pool operator under the Commodity Exchange Act and, therefore,
is not subject to registration or regulation as a pool operator under that Act with respect to the
Funds.
Futures contracts entered into by a Fund have historically been traded on U.S. exchanges or
boards of trade that are licensed and regulated by the Commodity Futures Trading Commission
(CFTC) or with respect to certain funds on foreign exchanges. More recently, certain futures may
also be traded either over-the-counter or on trading facilities such as derivatives transaction
execution facilities, exempt boards of trade or electronic trading facilities that are licensed
and/or regulated to varying degrees by the CFTC. Also, certain single stock futures and narrow
based security index futures may be traded either over-the-counter or on trading facilities such as
contract markets, derivatives transaction execution facilities and electronic trading facilities
that are licensed and/or regulated to varying degrees by both the CFTC and the SEC or on foreign
exchanges.
Neither the CFTC, National Futures Association, SEC nor any domestic exchange regulates
activities of any foreign exchange or boards of trade, including the execution, delivery and
clearing of transactions, or has the power to compel enforcement of the rules of a foreign exchange
or board of trade or any applicable foreign law. This is true even if the exchange is formally
linked to a domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary depending on the
foreign country in which the foreign futures or foreign options transaction occurs. For these
reasons, a Funds investments in foreign futures or foreign options transactions may not be
provided the same protections in respect of transactions on United States exchanges. In particular,
persons who trade foreign futures or foreign options contracts may not be afforded certain of the
protective measures provided by the Commodity Exchange Act, the CFTCs regulations and the rules of
the National Futures Association and any domestic exchange, including the right to use reparations
proceedings before the CFTC and arbitration proceedings provided by the National Futures
Association or any domestic futures exchange. Similarly, those persons may not have the protection
of the United States securities laws.
Futures Contracts.
A futures contract may generally be described as an agreement between two
parties to buy and sell particular financial instruments for an agreed price during a designated
month (or to deliver the final cash settlement price, in the case of a contract relating to an
index or otherwise not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, a Fund can seek through the
sale of futures contracts to offset a decline in the value of its current portfolio securities.
When interest rates are falling or securities prices are rising, a Fund, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later be available in
the market when it effects anticipated purchases. Similarly, the International Equity Dividend and
Premium Fund, Structured International Tax-Managed Equity Fund, Real Estate Securities Fund,
International Real Estate Securities Fund, Tollkeeper Fund and Commodity Strategy Fund can
purchase and sell futures contracts on a specified currency in order to seek to increase total
return or to protect against changes in currency exchange rates. For example, each Fund can
purchase futures contracts on foreign currency to establish the
B-20
price in U.S. dollars of a security quoted or denominated in such currency that such Fund has acquired or expects to acquire. As
another example, the International Equity Dividend and Premium Fund, Structured International Tax-Managed
Equity Fund, Real Estate Securities Fund, International Real Estate Securities Fund, Tollkeeper
Fund and Commodity Strategy Fund may enter into futures transactions to seek a closer
correlation between a Funds overall currency exposures and the currency exposures of a Funds
performance benchmark.
Positions taken in the futures market are not normally held to maturity, but are instead
liquidated through offsetting transactions which may result in a profit or a loss. While each Fund
will usually liquidate futures contracts on securities or currency in this manner, a Fund may
instead make or take delivery of the underlying securities or currency whenever it appears
economically advantageous for the Fund to do so. A clearing corporation associated with the
exchange on which futures are traded guarantees that, if still open, the sale or purchase will be
performed on the settlement date.
Hedging Strategies Using Futures Contracts.
Hedging, by use of futures contracts,
seeks to establish with more certainty than would otherwise be possible the effective price, rate
of return or currency exchange rate on portfolio securities or securities that a Fund owns or
proposes to acquire. A Fund may, for example, take a short position in the futures market by
selling futures contracts to seek to hedge against an anticipated rise in interest rates or a
decline in market prices or, except in the case of the U.S. Equity Dividend and Premium Fund and
Structured Tax-Managed Equity Fund, foreign currency rates that would adversely affect the dollar
value of such Funds portfolio securities. Similarly, each Fund, other than the U.S. Equity Dividend and Premium
Fund and Structured Tax-Managed Equity Fund, may sell futures contracts on a currency in which its
portfolio securities are quoted or denominated, or sell futures contracts on one currency to seek
to hedge against fluctuations in the value of securities quoted or denominated in a different
currency if there is an established historical pattern of correlation between the two currencies.
If, in the opinion of the Investment Adviser, there is a sufficient degree of correlation between
price trends for a Funds portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, a Fund may also enter into such futures contracts
as part of its hedging strategy. Although under some circumstances prices of securities in a
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 a Fund enter into a greater or lesser
number of futures contracts or by attempting to achieve only a partial hedge against price changes
affecting a Funds portfolio securities. When hedging of this character is successful, any
depreciation in the value of portfolio securities will be substantially offset by appreciation in
the value of the futures position. On the other hand, any unanticipated appreciation in the value
of a Funds portfolio securities would be substantially offset by a decline in the value of the
futures position.
On other occasions, a Fund may take a long position by purchasing such futures contracts.
This may be done, for example, when a Fund anticipates the subsequent purchase of particular
securities when it has the necessary cash, but expects the prices or currency exchange rates
(except in the case of the U.S. Equity Dividend and Premium Fund and Structured Tax-Managed Equity
Fund) then available in the applicable market to be less favorable than prices or rates that are
currently available.
Options on Futures Contracts.
The acquisition of put and call options on futures contracts
will give a Fund the right (but not the obligation), for a specified price, to sell or to purchase,
respectively, the underlying futures contract at any time during the option period. As the
purchaser of an option on a futures contract, a Fund obtains the benefit of the futures position if
prices move in a favorable direction but limits its risk of loss in the event of an unfavorable
price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially
offset a decline in the value of a Funds assets. By writing a call option, a Fund becomes
obligated, in exchange for the premium, to sell a futures contract if the option is exercised,
which may have a value higher than the exercise price. The writing of a put option on a futures
contract generates a premium, which may partially offset an increase in the price of securities
that a Fund intends to purchase. However, a Fund becomes obligated (upon the exercise of the
option) to purchase a futures contract if the option is exercised, which may have a value lower
than the exercise price. Thus, the loss incurred by a Fund in writing options on futures is
potentially unlimited and may exceed the amount of the premium received. A Fund will incur
transaction costs in connection with the writing of options on futures.
B-21
The holder or writer of an option on a futures contract may terminate its position by selling
or purchasing an offsetting option on the same financial instrument. There is no guarantee that
such closing transactions can be effected. A 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.
A Fund will engage in transactions in futures contracts and related
options transactions only to the extent such transactions are consistent with the requirements of
the Internal Revenue Code of 1986, as amended (the Code) for maintaining its qualification as a
regulated investment company for federal income tax purposes. Transactions in futures contracts
and options on futures involve brokerage costs, require margin deposits and, in certain cases,
require the Fund to segregate cash or liquid assets. A Fund may cover its transactions in futures
contracts and related options through the segregation of cash or liquid assets or by other means,
in any manner permitted by applicable law.
While transactions in futures contracts and options on futures may reduce certain risks, such
transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates,
securities prices or currency exchange rates (except in the case of the U.S. Equity Dividend and
Premium Fund and the Structured Tax-Managed Equity Fund) may result in a poorer overall performance
for a Fund than if it had not entered into any futures contracts or options transactions. When
futures contracts and options are used for hedging purposes, perfect correlation between a Funds
futures positions and portfolio positions may be impossible to achieve, particularly where futures
contracts based on individual equity or corporate fixed income securities are currently not
available. In the event of imperfect correlation between a futures position and a portfolio
position which is intended to be protected, the desired protection may not be obtained and a Fund
may be exposed to risk of loss. In addition, it is not possible for a Fund to hedge fully or
perfectly against currency fluctuations affecting the value of securities quoted or denominated in
foreign currencies because the value of such securities is likely to fluctuate as a result of
independent factors unrelated to currency fluctuations. The profitability of a Funds trading in
futures depends upon the ability of the Investment Adviser to analyze correctly the futures
markets.
Options on Securities and Securities Indices
Writing Options.
Each Fund may write (sell) call and put options on any securities in which
it may invest. A Fund may also, to the extent it invests in foreign securities, write (sell) put
and call options on foreign currencies. A call option written by a Fund obligates such Fund to
sell specified securities to the holder of the option at a specified price if the option is
exercised on or before the expiration date. Depending upon the type of call option, the purchaser
of call option either (i) has the right to any appreciation in the value of the security over a
fixed price (the exercise price) on a certain date in the future (the expiration date) or (ii)
has the right to any appreciation in the value of the security over the exercise price at any time
prior to the expiration of the option. If the purchaser does not exercise the option, a 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 a Fund as the seller of the call option. A 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 a Fund. All call
options written by a Fund are covered, which means that such Fund will own the securities subject
to the option as long as the option is outstanding or such Fund will use the other methods
described below. A Funds purpose in writing covered call options is to realize greater income
than would be realized on portfolio securities transactions alone. However, a Fund may forego the
opportunity to profit from an increase in the market price of the underlying security.
A put option written by a Fund would obligate such Fund to purchase specified securities from
the option holder at a specified price if, depending upon the type of put option, either (i) the
option is exercised at any time on or before the expiration date or (ii) the option is exercised on
the expiration date. All put options written by a Fund would be covered, which means that such
Fund will segregate cash or liquid assets with a value at least equal to the exercise price of the
put option (less any margin on deposit) or will use the other methods described below. The purpose
of writing such options is to generate additional income for the Fund. However, in return for the
option premium, each Fund accepts the risk that it may be required to purchase the underlying
securities at a price in excess of the securities market value at the time of purchase.
B-22
In the case of a call option, the option is covered if a Fund owns the instrument underlying
the call or has an absolute and immediate right to acquire that instrument without additional cash
consideration (or, if additional cash consideration is required, liquid assets in such amount are
segregated) upon conversion or exchange of other instruments held by it. A call option is also
covered if a Fund holds a call on the same instrument as the option written where the exercise
price of the option held is (i) equal to or less than the exercise price of the option written, or
(ii) greater than the exercise price of the option written provided the Fund segregates liquid
assets in the amount of the difference. A Fund may also cover options on securities by segregating
cash or liquid assets, as permitted by applicable law, with a value, when added to any margin on
deposit, that is equal to the market value of the securities in the case of a call option. A put
option is also covered if a Fund holds a put on the same instrument as the option written where the
exercise price of the option held is (i) equal to or higher than the exercise price of the option
written, or (ii) less than the exercise price of the option written provided the Fund segregates
liquid assets in the amount of the difference.
A Fund may also write (sell) covered call and put options on any securities index comprised of
securities in which it may invest. Options on securities indices are similar to options on
securities, except that the exercise of securities index options requires cash payments and does
not involve the actual purchase or sale of securities. In addition, securities index options are
designed to reflect price fluctuations in a group of securities or segment of the securities market
rather than price fluctuations in a single security. The U.S. Equity Dividend and Premium Fund
expects that, under normal circumstances, it will sell call options on the S&P 500 Index or related
exchange traded funds in an amount that is between 25% and 75% of the value of the U.S. Equity
Dividend and Premium Funds portfolio.
A Fund may cover call options on a securities index by owning securities whose price changes
are expected to be similar to those of the underlying index, or by having an absolute and immediate
right to acquire such securities without additional cash consideration (or for additional
consideration which has been segregated by the Fund) upon conversion or exchange of other
securities in its portfolio. A Fund may also cover call and put options on a securities index by
segregating cash or liquid assets, as permitted by applicable law, with a value, when added to any
margin on deposit, that is equal to the market value of the underlying securities in the case of a
call option or the exercise price in the case of a put option, or by owning offsetting options as
described above.
A Fund may terminate its obligations under an exchange traded call or put option by purchasing
an option identical to the one it has written. Obligations under over-the-counter options may be
terminated only by entering into an offsetting transaction with the counterparty to such option.
Such purchases are referred to as closing purchase transactions.
Purchasing Options.
Each Fund may purchase put and call options on any securities in which it
may invest or options on any securities index comprised of securities in which it may invest. A
Fund may also, to the extent that it invests in foreign securities, purchase put and call options
on foreign currencies. A Fund may also enter into closing sale transactions in order to realize
gains or minimize losses on options it had purchased.
A Fund may purchase call options in anticipation of an increase in the market value of
securities of the type in which it may invest. The purchase of a call option would entitle a Fund,
in return for the premium paid, to purchase specified securities at a specified price during the
option period. A Fund would ordinarily realize a gain on the purchase of a call option if, during
the option period, the value of such securities exceeded the sum of the exercise price, the premium
paid and transaction costs; otherwise such a Fund would realize either no gain or a loss on the
purchase of the call option.
A Fund may purchase put options in anticipation of a decline in the market value of securities
in its portfolio (protective puts) or in securities in which it may invest. The purchase of a
put option would entitle a Fund, in exchange for the premium paid, to sell specified securities at
a specified price during the option period. The purchase of protective puts is designed to offset
or hedge against a decline in the market value of a Funds securities. Put options may also be
purchased by a Fund for the purpose of affirmatively benefiting from a decline in the price of
securities which it does not own. A Fund would ordinarily realize a gain if, during the option
period, the value of the underlying securities decreased below the exercise price sufficiently to
more than cover the
B-23
premium and transaction costs; otherwise such a Fund would realize either no
gain or a loss on the purchase of the put option. Gains and losses on the purchase of protective
put options would tend to be offset by countervailing changes in the value of the underlying
portfolio securities.
A Fund would purchase put and call options on securities indices for the same purposes as it
would purchase options on individual securities. For a description of options on securities
indices, see Writing Options above.
Yield Curve Options.
The Real Estate Securities Fund, International Real Estate Securities
Fund and Commodity Strategy 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 Real Estate Securities Fund, International Real Estate Securities Fund and Commodity
Strategy Fund may purchase or write yield curve options for the same purposes as other options on
securities. For example, the Funds may purchase a call option on the yield spread between two
securities if they own one of the securities and anticipate purchasing the other security and want
to hedge against an adverse change in the yield spread between the two securities. The Real Estate
Securities Fund, International Real Estate Securities Fund and Commodity Strategy 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 Funds will be able to profit from movements in the spread between
the yields of the underlying securities. The trading of yield curve options is subject to all of
the risks associated with the trading of other types of options. In addition, however, such
options present risk of loss even if the yield of one of the underlying securities remains
constant, or if the spread moves in a direction or to an extent which was not anticipated.
Yield curve options written by the Real Estate Securities Fund, International Real Estate
Securities Fund and Commodity Strategy Fund will be covered. A call (or put) option is covered
if a 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, a Funds liability for such a covered option is generally limited to the
difference between the amount of such 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 an options exchange will exist for any particular exchange-traded option or at any
particular time. If a Fund is unable to effect a closing purchase transaction with respect to
covered options it has written, the Fund will not be able to sell the underlying securities or
dispose of segregated assets until the options expire or are exercised. Similarly, if a Fund is
unable to effect a closing sale transaction with respect to options it has purchased, it will have
to exercise the options in order to realize any profit and will incur transaction costs upon the
purchase or sale of underlying securities.
Reasons for the absence of a liquid secondary market on an exchange include the following:
(i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed
by an exchange on opening or closing transactions or both; (iii) trading halts, suspensions or
other restrictions may be imposed with respect to particular classes or series of options; (iv)
unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market on that exchange (or in that class
or series of options) would cease to exist,
B-24
although outstanding options on that exchange that had
been issued by the Options Clearing Corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.
There can be no assurance that higher trading activity, order flow or other unforeseen events
might not, at times, render certain of the facilities of the Options Clearing Corporation or
various exchanges inadequate. Such events have, in the past, resulted in the institution by an
exchange of special procedures, such as trading rotations, restrictions on certain types of order or trading halts or suspensions with respect to one or
more options. These special procedures may limit liquidity.
Each Fund may purchase and sell both options that are traded on U.S. and foreign exchanges and
options traded over-the-counter with broker-dealers who make markets in these options. The ability
to terminate over-the-counter options is more limited than with exchange-traded options and may
involve the risk that broker-dealers participating in such transactions will not fulfill their
obligations.
Transactions by each Fund in options on securities and indices will be subject to limitations
established by each of the exchanges, boards of trade or other trading facilities on which such
options are traded governing the maximum number of options in each class which may be written or
purchased by a single investor or group of investors acting in concert regardless of whether the
options are written or purchased on the same or different exchanges, boards of trade or other
trading facility or are held in one or more accounts or through one or more brokers. Thus, the
number of options which a Fund may write or purchase may be affected by options written or
purchased by other investment advisory clients of the Investment 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.
The writing and purchase of options is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary portfolio securities
transactions. The use of options to seek to increase total return involves the risk of loss if the
Investment Adviser is incorrect in its expectation of fluctuations in securities prices or interest
rates. The successful use of options for hedging purposes also depends in part on the ability of
the Investment Adviser to correctly 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 securities prices or determination of the correlation
between the securities or securities indices on which options are written and purchased and the
securities in a Funds investment portfolio, the Fund may incur losses that it would not otherwise
incur. The writing of options could increase a Funds portfolio turnover rate and, therefore,
associated brokerage commissions or spreads.
Real Estate Investment Trusts
Each Fund may invest in shares of REITs. The Real Estate Securities Fund and International
Real Estate Securities Fund expect that a substantial portion of their assets will be invested in
real estate industry companies, including REITs and entities similar to REITs. REITs are pooled
investment vehicles which invest primarily in real estate or real estate related loans. REITs are
generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs.
Equity REITs invest the majority of their assets directly in real property and derive income
primarily from the collection of rents. Equity REITs can also realize capital gains by selling
properties that have appreciated in value. Mortgage REITs invest the majority of their assets in
real estate mortgages and derive income from the collection of interest payments. Like regulated
investment companies such as the Funds, REITs are not taxed on income distributed to shareholders
provided they comply with certain requirements under the Code. A Fund will indirectly bear its
proportionate share of any expenses paid by REITs in which it invests in addition to the expenses
paid by a Fund.
Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in
the value of the underlying property owned by such REITs, while mortgage REITs may be affected by
the quality of any credit extended. REITs are dependent upon management skills, are not
diversified (except to the extent the Code requires), and are subject to the risks of financing
projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation,
and the possibilities of failing to qualify for the exemption from tax for
B-25
distributed income under
the Code and failing to maintain their exemptions from the Act. REITs (especially mortgage REITs)
are also subject to interest rate risks.
Warrants and Stock Purchase Rights
Each Fund may invest in warrants or rights (in addition to those acquired in units or attached
to other securities) which entitle the holder to buy equity securities at a specific price for a
specific period of time. A Fund will invest in warrants and rights only if such equity securities
are deemed appropriate by the Investment Adviser for investment by the Fund. However, the
Structured Tax-Managed Equity and Structured International Tax-Managed Equity Funds have no present intention of acquiring warrants or rights. Warrants and rights
have no voting rights, receive no dividends and have no rights with respect to the assets of the
issuer.
Foreign Securities
The Tollkeeper Fund and Real Estate Securities Fund may invest a portion of their assets and
each of the International Real Estate Securities Fund, Commodity Strategy Fund, Structured
International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund may invest
a substantial portion of their assets in foreign securities. Each of the Structured Tax-Managed
Equity Fund and U.S. Equity Dividend and Premium Fund may invest in equity securities of foreign
issuers which are traded in the United States. Investments in foreign securities may offer
potential benefits not available from investments solely in U.S. dollar-denominated or quoted
securities of domestic issuers. Such benefits may include the opportunity to invest in foreign
issuers that appear, in the opinion of the Investment Adviser, to offer the opportunity for
potential long-term growth of capital and income, the opportunity to invest in foreign countries
with economic policies or business cycles different from those of the United States and the
opportunity to take advantage of foreign stock markets that do not necessarily move in a manner
parallel to U.S. markets.
Investing in foreign securities involves certain special risks, including those discussed in
the Funds Prospectuses and those set forth below, which are not typically associated with
investing in U.S. dollar-denominated or quoted securities of U.S. issuers.
With any investment in foreign securities, there exist certain economic, political and social
risks, including the risk of adverse political developments, nationalization, confiscation without
fair compensation or war. Individual foreign economies may differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. Investments in foreign
securities usually involve currencies of foreign countries. Accordingly, a Fund that invests in
foreign securities may be affected favorably or unfavorably by changes in currency rates and in
exchange control regulations and may incur costs in connection with conversions between various
currencies. The Funds may be subject to currency exposure independent of their securities
positions. To the extent that a Fund is fully invested in foreign securities while also
maintaining currency positions, it may be exposed to greater combined risk.
Currency exchange rates may fluctuate significantly over short periods of time. They
generally are determined by the forces of supply and demand in the foreign exchange markets and the
relative merits of investments in different countries, actual or anticipated changes in interest
rates and other complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by intervention by U.S. or foreign governments or central
banks or the failure to intervene or by currency controls or political developments in the United
States or abroad.
Since foreign issuers generally are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable to U.S. companies,
there may be less publicly available information about a foreign company than about a U.S. company.
Volume and liquidity in most foreign securities markets are less than in the United States and
securities of many foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. The securities of foreign issuers may be listed on foreign securities
exchanges or traded in foreign over-the-counter markets. Fixed commissions on foreign securities
exchanges are generally higher than negotiated commissions on U.S. exchanges, although each Fund
endeavors to achieve the most favorable net results on its portfolio transactions. There is
generally less government supervision
B-26
and regulation of foreign securities exchanges, brokers,
dealers and listed and unlisted companies than in the United States, and the legal remedies for
investors may be more limited than the remedies available in the United States.
Foreign markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. Such delays in
settlement could result in temporary periods when some of a Funds assets are uninvested and no
return is earned on such assets. The inability of a Fund to make intended security purchases due
to settlement problems could cause the Fund to miss attractive investment opportunities. Inability
to dispose of portfolio securities due to settlement problems could result either in losses to the
Fund due to subsequent declines in value of the portfolio securities or, if the Fund has entered
into a contract to sell the securities, could result in possible liability to the purchaser. In
addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the
movement of funds and other assets between different countries, political or social instability, or
diplomatic developments which could adversely affect a Funds investments in those countries.
Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency and balance of payments position.
The International Equity Dividend and Premium Fund, Structured International Tax-Managed
Equity Fund, Real Estate Securities Fund, International Real Estate Securities Fund, Tollkeeper
Fund and Commodity Strategy Fund may invest in markets where custodial and/or settlement systems
are not fully developed. The assets of the Funds that are traded in such markets and which have
been entrusted to such sub-custodians may be exposed to risk in circumstances where the
sub-custodian will have no liability.
Each Fund may invest in foreign securities which take the form of sponsored and unsponsored
American Depositary Receipts and Global Depositary Receipts. The Tollkeeper Fund, Real Estate
Securities Fund, International Real Estate Securities Fund, Commodity Strategy Fund, Structured
International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund may also
invest in European Depositary Receipts or other similar instruments representing securities of
foreign issuers (together, Depositary Receipts). To the extent a Fund acquires Depositary
Receipts through banks which do not have a contractual relationship with the foreign issuer of the
security underlying the Depositary Receipts to issue and service such unsponsored Depositary
Receipts, there is an increased possibility that the Fund will not become aware of and be able to
respond to corporate actions such as stock splits or rights offerings involving the foreign issuer
in a timely manner. In addition, the lack of information may result in inefficiencies in the
valuation of such instruments. Investment in Depositary Receipts does not eliminate all the risks
inherent in investing in securities of non-U.S. issuers. The market value of Depositary Receipts
is dependent upon the market value of the underlying securities and fluctuations in the relative
value of the currencies in which the Depositary Receipts and the underlying securities are quoted.
As described more fully below, each Fund, other than the U.S. Equity Dividend and Premium Fund
and Structured Tax-Managed Equity Fund, may invest in countries with emerging economies or
securities markets. Political and economic structures in many of such countries may be undergoing
significant evolution and rapid development, and such countries may lack the social, political and
economic stability characteristic of more developed countries. Certain of such countries have in
the past failed to recognize private property rights and have at times nationalized or expropriated
the assets of private companies. As a result, the risks described above, including the risks of
nationalization or expropriation of assets, may be heightened. See Investing in Emerging Markets,
including Asia and Eastern Europe, below.
Investing in Emerging Countries.
The securities markets of emerging countries are less liquid
and subject to greater price volatility, and have a smaller market capitalization, than the U.S.
securities markets. In certain countries, there may be fewer publicly traded securities and the
market may be dominated by a few issues or sectors. Issuers and securities markets in such
countries are not subject to as extensive and frequent accounting, financial and other reporting
requirements or as comprehensive government regulations as are issuers and securities markets in
the U.S. In particular, the assets and profits appearing on the financial statements of emerging
country issuers may not reflect their financial position or results of operations in the same
manner as financial statements for U.S. issuers. Substantially less information may be publicly
available about emerging country issuers than is available about issuers in the United States.
B-27
Emerging country securities markets are typically marked by a high concentration of market
capitalization and trading volume in a small number of issuers representing a limited number of
industries, as well as a high concentration of ownership of such securities by a limited number of
investors. The markets for securities in certain emerging countries are in the earliest stages of
their development. Even the markets for relatively widely traded securities in emerging countries
may not be able to absorb, without price disruptions, a significant increase in trading volume or
trades of a size customarily undertaken by institutional investors in the securities markets of
developed countries. The limited size of many of these securities markets can cause prices to be
erratic for reasons apart from factors that affect the soundness and competitiveness of the
securities issuers. For example, prices may be unduly influenced by traders who control large
positions in these markets. Additionally, market making and arbitrage activities are generally
less extensive in such markets, which may contribute to increased volatility and reduced liquidity
of such markets. The limited liquidity of emerging country securities may also affect a Funds ability to accurately value its portfolio securities or to acquire or dispose of securities at
the price and time it wishes to do so or in order to meet redemption requests.
With respect to investments in certain emerging market countries, antiquated legal systems may
have an adverse impact on the Funds. For example, while the potential liability of a shareholder
in a U.S. corporation with respect to acts of the corporation is generally limited to the amount of
the shareholders investment, the notion of limited liability is less clear in certain emerging
market countries. Similarly, the rights of investors in emerging market companies may be more
limited than those of shareholders of U.S. corporations.
Transaction costs, including brokerage commissions or dealer mark-ups, in emerging countries
may be higher than in the United States and other developed securities markets. In addition,
existing laws and regulations are often inconsistently applied. As legal systems in emerging
countries develop, foreign investors may be adversely affected by new or amended laws and
regulations. In circumstances where adequate laws exist, it may not be possible to obtain swift
and equitable enforcement of the law.
Foreign investment in the securities markets of certain emerging countries is restricted or
controlled to varying degrees. These restrictions may limit a Funds investment in certain
emerging countries and may increase the expenses of the Fund. Certain emerging countries require
governmental approval prior to investments by foreign persons or limit investment by foreign
persons to only a specified percentage of an issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including price) than securities of the company
available for purchase by nationals. In addition, the repatriation of both investment income and
capital from emerging countries may be subject to restrictions which require governmental consents
or prohibit repatriation entirely for a period of time. Even where there is no outright
restriction on repatriation of capital, the mechanics of repatriation may affect certain aspects of
the operation of a Fund. A Fund may be required to establish special custodial or other
arrangements before investing in certain emerging countries.
Emerging countries may be subject to a substantially greater degree of economic, political and
social instability and disruption than is the case in the United States, Japan and most Western
European countries. This instability may result from, among other things, the following: (i)
authoritarian governments or military involvement in political and economic decision making,
including changes or attempted changes in governments through extra-constitutional means; (ii)
popular unrest associated with demands for improved political, economic or social conditions; (iii)
internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and
racial disaffection or conflict; and (vi) the absence of developed legal structures governing
foreign private investments and private property. Such economic, political and social instability
could disrupt the principal financial markets in which the Funds may invest and adversely affect
the value of the Funds assets. A Funds investments can also be adversely affected by any
increase in taxes or by political, economic or diplomatic developments.
The economies of emerging countries may differ unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments. Many emerging countries have experienced in the past,
and continue to experience, high rates of inflation. In certain countries inflation has at times
accelerated rapidly to hyperinflationary levels, creating a negative interest rate environment and
sharply eroding the value of outstanding financial assets in those countries.
B-28
Other emerging
countries, on the other hand, have recently experienced deflationary pressures and are in economic
recessions. The economies of many emerging countries are heavily dependent upon international
trade and are accordingly affected by protective trade barriers and the economic conditions of
their trading partners. In addition, the economies of some emerging countries are vulnerable to
weakness in world prices for their commodity exports.
A Funds income and, in some cases, capital gains from foreign stocks and securities will be
subject to applicable taxation in certain of the countries in which it invests, and treaties
between the U.S. and such countries may not be available in some cases to reduce the otherwise
applicable tax rates. See Taxation.
Foreign markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. Such delays in
settlement could result in temporary periods when a portion of the assets of a Fund remain
uninvested and no return is earned on such assets. The inability of a Fund to make intended
security purchases or sales due to settlement problems could result either in losses to the Fund
due to subsequent declines in value of the portfolio securities or, if the Fund has entered into a
contract to sell the securities, could result in possible liability to the purchaser.
Investing in Eastern Europe.
Certain of the Funds may seek investment opportunities within
Eastern Europe. Most Eastern European countries had a centrally
planned, socialist economy for a substantial period of time. The governments of many Eastern
European countries have more recently been implementing reforms directed at political and economic
liberalization, including efforts to decentralize the economic decision-making process and move
towards a market economy. However, business entities in many Eastern European countries do not
have an extended history of operating in a market-oriented economy, and the ultimate impact of
Eastern European countries attempts to move toward more market-oriented economies is currently
unclear. In addition, any change in the leadership or policies of Eastern European countries may
halt the expansion of or reverse the liberalization of foreign investment policies now occurring
and adversely affect existing investment opportunities.
Where a Fund invests in securities issued by companies incorporated in or whose principal
operations are located in Eastern Europe, other risks may also be
encountered. Legal, political, economic and fiscal uncertainties in Eastern European markets may affect the value
of the Funds investments in such securities. The currencies in
which these investments may be denominated may be unstable, may be subject to significant depreciation and
may not be freely convertible. Existing laws and regulations may not be consistently applied. The markets of the countries of
Eastern Europe are still in the early stages of their development, have less volume, are less highly regulated, are less
liquid and experience greater volatility than more established markets. Settlement of transactions may be subject to delay and administrative uncertainties.
Custodians are not able to offer the level of service and safekeeping, settlement and
administration services that is customary in more developed markets and there is a risk that the
Fund will not be recognized as the owner of securities held on its behalf by a sub-custodian.
Investing in Asia.
Although many countries in Asia have experienced a relatively
stable political environment over the last decade, there is no guarantee that such stability will
be maintained in the future. As an emerging region, many factors may affect such stability on a
country-by-country as well as on a regional basis increasing gaps between the rich and poor,
agrarian unrest and stability of existing coalitions in politically-fractionated countries and
may result in adverse consequences to a Fund.
The legal infrastructure in each of the countries in Asia is unique and often undeveloped. In
most cases, securities laws are evolving and far from adequate for the protection of the public
from serious fraud. Investment in Asian securities involves considerations and possible risks not
typically involved with investment in other issuers, including changes in governmental
administration or economic or monetary policy or changed circumstances in dealings between nations.
The application of tax laws (
e.g.
, the imposition of withholding taxes on dividend or interest
payments) or confiscatory taxation may also affect investments in Asian securities. Higher expenses
may result from investments in Asian securities than would from investment in other securities
because of the costs that must be incurred in connection with conversions between various
currencies and brokerage commissions that may be higher than elsewhere. Asian securities markets
also may be less liquid, more volatile and less subject to
governmental supervision than more established markets.
Investments in countries in the region could be affected by other factors
B-29
not present elsewhere,
including lack of uniform accounting, auditing and financial reporting standards, inadequate
settlement procedures and potential difficulties in enforcing contractual obligations.
Certain countries in Asia are especially prone to natural disasters, such as flooding, drought
and earthquakes. Combined with the possibility of man-made disasters, the occurrence of such
disasters may adversely affect companies in which a Fund is invested and, as a result, may result
in adverse consequences to the Fund.
Many of the countries in Asia have experienced rising inflation. Should the governments and
central banks of the countries in Asia fail to control inflation, this may have an adverse effect
on the performance of a Funds investments in Asian securities.
Several of the countries in Asia remain dependent on the U.S. economy as their largest export
customer, and future barriers to entry into the U.S. market could adversely affect a Funds
performance. Intraregional trade is becoming an increasingly significant percentage of total trade
for the countries in Asia. Consequently, the intertwined economies are becoming increasingly
dependent on each other, and any barriers to entry to markets in Asia in the future may adversely
affect a Funds performance.
Although the Funds will generally attempt to invest in those markets which provide the
greatest freedom of movement of foreign capital, there is no assurance that this will be possible
or that certain countries in Asia will not restrict the movement of foreign capital in the future.
Changes in securities laws and foreign ownership laws may have an adverse effect on a Fund.
Investing in Hong Kong.
The Hong Kong economy is heavily dependent on the U.S. economy and
other regional economies, and particularly the Chinese economy. Hong Kongs economy and market may
be affected to a significant degree by the changes in the policies and positions (whether economic
or political) of the Chinese government. Since the handover of Hong Kong by the British to the
Chinese government in July 1997, Hong Kong remains and will continue to remain as a special
administrative region of China subject to the Basic Law, a semi-constitution which forms the
backbone of the legal system of Hong Kong and ensures that there will be a high degree of autonomy,
at least until 2047. Hong Kong continues to function as an international financial center, with no
exchange controls, free convertibility of the Hong Kong dollar and free inward and outward movement
of capital. The Central Government in Beijing from time to time has implemented a number of
economic and fiscal policies solely designed to benefit the economy of Hong Kong and to allow
special entry rights into the Chinese financial markets from Hong Kong. However, if China were to
exert its authority so as to alter the economic, political or legal structures of Hong Kong,
investor and business confidence in Hong Kong could be negatively affected, which in turn could
negatively affect markets and business performance. In general, Hong Kong corporations are not
required to provide all the disclosure required by U.S. law and accounting practice, and such
disclosure may be less timely and less frequent than that required of U.S. corporations. The total
market capitalization of the Hong Kong stock market is small relative to the U.S. stock market.
Investors are subject to a small stamp duty and a stock exchange levy, but capital gains are
tax-exempt.
Investing in Japan.
Japans economy is heavily dependent upon international trade and is
especially sensitive to any adverse effects arising from trade tariffs and other protectionist
measures, as well as the economic condition of its trading partners. Japans high volume of exports
has caused trade tensions with Japans primary trading partners, particularly with the United
States. The relaxing of official and de facto barriers to imports, or hardships created by the
actions of trading partners, could adversely affect Japans economy. Because the Japanese economy
is so dependent on exports, any fall-off in exports may be seen as a sign of economic weakness,
which may adversely affect Japanese markets. In addition, Japans export industry, its most
important economic sector, depends heavily on imported raw materials and fuels, including iron ore,
copper, oil and many forest products. As a result, Japan is sensitive to fluctuations in commodity
prices, and a substantial rise in world oil or commodity prices could have a negative effect on its
economy.
The Japanese yen has fluctuated widely during recent periods and may be affected by currency
volatility elsewhere in Asia, especially Southeast Asia. A weak yen is disadvantageous to U.S.
shareholders investing in yen-denominated securities. A strong yen, however, could be an impediment
to strong continued exports and economic recovery, because it makes Japanese goods sold in other
countries more expensive and reduces the value of foreign earnings repatriated to Japan.
Performance of the global economy could have a major impact upon equity returns in Japan. As a
result of the strong correlation with the economy of the U.S., Japans economy and its stock market
are vulnerable to any unfavorable economic conditions in the U.S. and poor performance of U.S.
stock markets. The growing economic relationship between Japan and its other neighboring countries
in the Southeast Asia region, especially China, also exposes Japans economy to changes to the
economic climates in those countries.
Like many European countries, Japan is experiencing a deterioration of its competitiveness.
Japan is reforming its political process and deregulating its economy to address this situation.
However, there is no guarantee that these efforts will succeed in making the performance of the
Japanese economy more competitive.
B-30
Forward Foreign Currency Exchange Contracts.
The International Equity Dividend and Premium,
Structured International Tax-Managed Equity, Real Estate Securities, International Real Estate
Securities, Tollkeeper and Commodity Strategy Funds may enter into forward foreign currency
exchange contracts for hedging purposes and to seek to protect against anticipated changes in
future foreign currency exchange rates. A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which may be any fixed number
of days from the date of the contract agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market between currency traders (usually
large commercial banks) and their customers. A forward contract generally has no deposit
requirement, and no commissions are generally charged at any stage for trades.
At the maturity of a forward contract a Fund may either accept or make delivery of the
currency specified in the contract or, at or prior to maturity, enter into a closing transaction
involving the purchase or sale of an offsetting contract. Closing transactions with respect to
forward contracts are often, but not always, effected with the currency trader who is a party to
the original forward contract.
A Fund may enter into forward foreign currency exchange contracts in several circumstances.
First, when a Fund enters into a contract for the purchase or sale of a security denominated or
quoted in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of
dividend or interest payments on such a security which it holds, the Fund may desire to lock in
the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or interest
payment, as the case may be. By entering into a forward contract for the purchase or sale, for a
fixed amount of dollars, of the amount of foreign currency involved in the underlying transactions,
the Fund will attempt to protect itself against an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the period between the date on which the
security is purchased or sold, or on which the dividend or interest payment is declared, and the
date on which such payments are made or received.
Additionally, when the Investment Adviser believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, it may enter into a forward
contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency approximating
the value of some or all of such 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 a 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 a Fund can achieve at some future point in time. The precise
projection of short-term currency market movements is not possible, and short-term hedging provides
a means of fixing the U.S. dollar value of only a portion of a Funds foreign assets.
The Funds may engage in cross-hedging by using forward contracts in one currency to hedge
against fluctuations in the value of securities quoted or denominated in a different currency.
In addition, the International Equity Dividend and Premium Fund, Structured International
Tax-Managed Equity Fund, Real Estate Securities Fund, International Real Estate Securities Fund,
Tollkeeper Fund and Commodity Strategy Fund may enter into foreign currency transactions to seek a
closer correlation between a Funds overall currency exposure and the currency exposure of a Funds
performance benchmark.
Unless otherwise covered in accordance with applicable regulations, cash or liquid assets of a
Fund will be segregated in an amount equal to the value of the Funds total assets committed to the
consummation of forward
B-31
foreign currency exchange contracts. If the value of the segregated assets
declines, additional cash or liquid assets will be segregated so that the value of the assets will
equal the amount of a Funds commitments with respect to such contracts.
While a Fund may enter into forward contracts to reduce currency exchange rate risks,
transactions in such contracts involve certain other risks. Thus, while the Fund may benefit from
such transactions, unanticipated changes in currency prices may result in a poorer overall
performance for the Fund than if it had not engaged in any such transactions. Moreover, there may
be imperfect correlation between a Funds portfolio holdings of securities quoted or denominated in
a particular currency and forward contracts entered into by such Fund. Such imperfect correlation
may cause a Fund to sustain losses which will prevent the Fund from achieving a complete hedge or
expose the Fund to risk of foreign exchange loss.
Markets for trading foreign forward currency contracts offer less protection against defaults
than is available when trading in currency instruments on an exchange. Forward contracts are
subject to the risk that the counterparty to such contract will default on its obligations. Since
a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a
default on the contract would deprive a Fund of unrealized profits, transaction costs or the
benefits of a currency hedge or force the Fund to cover its purchase or sale commitments, if any,
at the current market price. In addition, the institutions that deal in forward currency contracts
are not required to continue to make markets in the currencies they trade and these markets can
experience periods of illiquidity. A Fund will not enter into forward foreign currency exchange
contracts, currency swaps or other privately negotiated currency instruments unless the credit quality of the unsecured senior
debt or the claims-paying ability of the counterparty is considered to be investment grade by the
Investment Adviser. To the extent that a substantial portion of a 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.
Writing and Purchasing Currency Call and Put Options.
The International Equity Dividend and
Premium Fund, Structured International Tax-Managed Equity Fund, Real Estate Securities Fund,
International Real Estate Securities Fund, Tollkeeper Fund and Commodity Strategy Fund may, to the
extent that they invest in foreign securities, write and purchase put and call options on foreign
currencies for the purpose of protecting against declines in the U.S. dollar value of foreign
portfolio securities and against increases in the U.S. dollar cost of foreign securities to be
acquired. As with other kinds of option transactions, however, the writing of an option on foreign
currency will constitute only a partial hedge, up to the amount of the premium received. If and
when a Fund seeks to close out an option, the Fund could be required to purchase or sell foreign
currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option
on foreign currency may constitute an effective hedge against exchange rate fluctuations; however,
in the event of exchange rate movements adverse to a Funds position, the Fund may forfeit the
entire amount of the premium plus related transaction costs. Options on foreign currencies may be
traded on U.S. and foreign exchanges or over-the-counter.
Options on currency may also be used for cross-hedging purposes, which involves writing or
purchasing options on one currency to seek to hedge against changes in exchange rates for a
different currency with a pattern of correlation, or to seek to increase total return when the
Investment Adviser anticipates that the currency will appreciate or depreciate in value, but the
securities quoted or denominated in that currency do not present attractive investment
opportunities and are not included in the Funds portfolio.
A call option written by a Fund obligates a Fund to sell a specified currency to the holder of
the option at a specified price if the option is exercised before the expiration date. A put
option written by a Fund would obligate a Fund to purchase a specified currency from the option
holder at a specified price if the option is exercised before the expiration date. The writing of
currency options involves a risk that a Fund will, upon exercise of the option, be required to sell
currency subject to a call at a price that is less than the currencys market value or be required
to purchase currency subject to a put at a price that exceeds the currencys market value. Written
put and call options on foreign currencies may be covered in a manner similar to written put and
call options on securities and securities indices described under Writing Options above.
B-32
A Fund may terminate its obligations under a call or put option by purchasing an option
identical to the one it has written. Such purchases are referred to as closing purchase
transactions. A Fund may enter into closing sale transactions in order to realize gains or
minimize losses on options purchased by the Fund.
A Fund may purchase call options on foreign currency in anticipation of an increase in the
U.S. dollar value of currency in which securities to be acquired by a Fund are quoted or
denominated. The purchase of a call option would entitle the Fund, in return for the premium paid,
to purchase specified currency at a specified price during the option period. A Fund would
ordinarily realize a gain if, during the option period, the value of such currency exceeded the sum
of the exercise price, the premium paid and transaction costs; otherwise the Fund would realize
either no gain or a loss on the purchase of the call option.
A Fund may purchase put options in anticipation of a decline in the U.S. dollar value of
currency in which securities in its portfolio are quoted or denominated (protective puts). The
purchase of a put option would entitle a Fund, in exchange for the premium paid, to sell specified
currency at a specified price during the option period. The purchase of protective puts is usually
designed to offset or hedge against a decline in the dollar value of a Funds portfolio securities
due to currency exchange rate fluctuations. A Fund would ordinarily realize a gain if, during the
option period, the value of the underlying currency decreased below the exercise price sufficiently
to more than cover the premium and transaction costs; otherwise the Fund would realize either no
gain or a loss on the purchase of the put option. Gains and losses on the purchase of protective
put options would tend to be offset by countervailing changes in the value of underlying currency
or portfolio securities.
In addition to using options for the hedging purposes described above, the Funds may use
options on currency to seek to increase total return. The Funds may write (sell) covered put and
call options on any currency in order to realize greater income than would be realized on portfolio securities transactions
alone. However, in writing covered call options for additional income, the Funds may forego the
opportunity to profit from an increase in the market value of the underlying currency. Also, when
writing put options, the Funds accept, in return for the option premium, the risk that they may be
required to purchase the underlying currency at a price in excess of the currencys market value at
the time of purchase.
Special Risks Associated With Options on Currency.
An exchange traded options position may be
closed out only on an options exchange that provides a secondary market for an option of the same
series. Although a Fund will generally purchase or write only those options for which there
appears to be an active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time. For some options no
secondary market on an exchange may exist. In such event, it might not be possible to effect
closing transactions in particular options, with the result that a Fund would have to exercise its
options in order to realize any profit and would incur transaction costs upon the sale of
underlying securities pursuant to the exercise of put options. If a Fund as a covered call option
writer is unable to effect a closing purchase transaction in a secondary market, it will not be
able to sell the underlying currency (or security quoted or denominated in that currency) or
dispose of the segregated assets, until the option expires or it delivers the underlying currency
upon exercise.
There is no assurance that higher than anticipated trading activity or other unforeseen events
might not, at times, render certain of the facilities of the Options Clearing Corporation
inadequate, and thereby result in the institution by an exchange of special procedures which may
interfere with the timely execution of customers orders.
A Fund may purchase and write over-the-counter options to the extent consistent with its
limitation on investments in illiquid securities. Trading in over-the-counter options is subject
to the risk that the other party will be unable or unwilling to close out options purchased or
written by a Fund.
The amount of the premiums which a Fund may pay or receive may be adversely affected as new or
existing institutions, including other investment companies, engage in or increase their option
purchasing and writing activities.
B-33
Currency Swaps, Mortgage Swaps, Credit Swaps, Index Swaps, Total Return Swaps, Options on Swaps
and Interest Rate Swaps, Caps, Floors and Collars
The International Equity Dividend and Premium Fund, Structured International Tax-Managed
Equity Fund, Real Estate Securities Fund, International Real Estate Securities Fund and Commodity
Strategy Fund may enter into currency, mortgage, credit, total return, index and interest rate
swaps for hedging purposes or to seek to increase total return. The Structured Tax-Managed Equity
Fund, Real Estate Securities Fund, International Real Estate Securities Fund and Commodity Strategy
Fund may enter into other interest rate swap arrangements such as rate caps, floors and collars,
for hedging purposes or to seek to increase total return. The Structured Tax-Managed Equity Fund,
Real Estate Securities Fund, International Real Estate Securities Fund and Commodity Strategy Fund
may also purchase and write (sell) options on swaps, commonly referred to as swaptions. Swap
agreements are two party contracts entered into primarily by institutional investors. In a
standard swap transaction, two parties agree to exchange the returns (or differentials in rates
of return) earned or realized on particular predetermined investments or instruments, which may be
adjusted for an interest factor. The gross returns to be exchanged or swapped between the
parties are generally calculated with respect to a notional amount,
i.e.
, the return on or
increase in value of a particular dollar amount invested at a particular interest rate, in a
particular foreign currency or security, or in a basket of securities representing a particular
index. Currency swaps involve the exchange by a Fund with another party of their respective rights
to make or receive payments in specified currencies. Interest rate swaps involve the exchange by a
Fund with another party of their respective commitments to pay or receive interest, such as an
exchange of fixed rate payments for floating rate payments. Mortgage swaps are similar to interest
rate swaps in that they represent commitments to pay and receive interest. The notional principal
amount, however, is tied to a reference pool or pools of mortgages. Index swaps involve the
exchange by a Fund with another party of the respective amounts payable with respect to a notional
principal amount at interest rates equal to two specified indices. Credit swaps involve the
receipt of floating or fixed rate payments in exchange for assuming potential credit losses of an
underlying security. Credit swaps give one party to a transaction the right to dispose of or
acquire an asset (or group of assets), or the right to receive from or make a payment to the other
party, upon the occurrence of specified credit events. Total return swaps are contracts that
obligate a party to pay or receive interest in exchange for the payment by the other party of the
total return generated by a security, a basket of securities, an index or an index component. A
swaption is an option to enter into a swap agreement. Like other types of options, the buyer of a
swaption pays a non-refundable premium for the option and obtains the right, but not the
obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption, in
exchange for the premium, becomes obligated (if the option is exercised) to enter into an
underlying swap on agreed-upon terms. The purchase of an interest rate cap entitles the purchaser,
to the extent that a specified index exceeds a predetermined interest rate, to receive payment of
interest on a notional principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent that a specified index
falls below a predetermined interest rate, to receive payments of interest on a notional principal
amount from the party selling the interest rate floor. An interest rate collar is the combination
of a cap and a floor that preserves a certain return within a predetermined range of interest
rates.
A great deal of flexibility is possible in the way swap transactions are structured. However,
generally a Fund will enter into interest rate, total return, credit, mortgage and index swaps only
on a net basis, which means that the two payment streams are netted out, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments. Interest rate, total return,
credit, index and mortgage swaps do not normally involve the delivery of securities, other
underlying assets or principal. Accordingly, the risk of loss with respect to interest rate, total
return, credit, index and mortgage swaps is normally limited to the net amount of interest payments
that the Fund is contractually obligated to make. If the other party to an interest rate, total
return, credit, index or mortgage swap defaults, the Funds risk of loss consists of the net amount
of interest payments that the Fund is contractually entitled to receive. In contrast, currency
swaps usually involve the delivery of a gross payment stream in one designated currency in exchange
for the gross payment stream in another designated currency. Therefore, the entire payment stream
under a currency swap is subject to the risk that the other party to the swap will default on its
contractual delivery obligations. A credit swap may have as reference obligations one or more
securities that may, or may not, be currently held by a 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
B-34
cash settled. A 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, a 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, a
Fund would effectively add leverage to its portfolio because, in addition to its total net assets,
a 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, a swaption, or an interest rate floor, cap or collar is
covered by the segregation of cash or liquid assets or is covered by other means in accordance with
SEC guidance or otherwise, the Funds and the Investment Adviser believe that swaps do not
constitute senior securities under the Act and, accordingly, will not treat them as being subject
to a Funds borrowing restrictions.
A Fund will not enter into transactions involving swaps, caps, floors or collars unless the
unsecured commercial paper, senior debt or claims paying ability of the other party thereto is
considered to be investment grade by the Investment Adviser.
The use of swaps, swaptions and interest rate caps, floors and collars, is a highly
specialized activity which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. 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 a Fund would be less favorable than it
would have been if this investment technique were not used. In addition, these transactions can
involve greater risks than if a 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, a 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.
Convertible Securities
Each Fund may invest in convertible securities. Convertible securities are bonds, debentures,
notes, preferred stocks or other securities that may be converted into or exchanged for a specified
amount of common stock of the same or different issuer within a particular period of time at a
specified price or formula. A convertible security entitles the holder to receive interest that is
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.
B-35
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
a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third party. Any of these
actions could have an adverse effect on a Funds ability to achieve its investment objective,
which, in turn, could result in losses to the Fund.
In evaluating a convertible security, the Investment Adviser will give primary emphasis to the
attractiveness of the underlying common stock. Convertible debt securities are equity investments
for purposes of each Funds investment policies.
Preferred Securities
Each Fund may invest in preferred securities. Unlike debt securities, the obligations of an
issuer of preferred stock, including dividend and other payment obligations, may not typically be
accelerated by the holders of preferred stock on the occurrence of an event of default (such as a
covenant default or filing of a bankruptcy petition) or other non-compliance by the issuer with the
terms of the preferred stock. Often, however, on the occurrence of any such event of default or
non-compliance by the issuer, preferred stockholders will be entitled to gain representation on the
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.
Equity Swaps
Each Fund may enter into equity swap contracts to invest in a market without owning or taking
physical custody of securities in various circumstances, including circumstances where direct
investment in the securities is restricted for legal reasons or is otherwise impracticable. Equity
swaps may also be used for hedging purposes or to seek to increase total return. The counterparty
to an equity swap contract will typically be a bank, investment banking firm or broker/dealer.
Equity swap contracts may be structured in different ways. For example, a counterparty may agree
to pay the Fund the amount, if any, by which the notional amount of the equity swap contract would
have increased in value had it been invested in the particular stocks (or an index of stocks), plus
the dividends that would have been received on those stocks. In these cases, the Fund may agree to
pay to the counterparty a floating rate of interest on the notional amount of the equity swap
contract plus the amount, if any, by which that notional amount would have decreased in value had
it been invested in such stocks. Therefore, the return to the Fund on the equity swap contract
should be the gain or loss on the notional amount plus dividends on the stocks less the interest
paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each
agree to pay the other the difference between the relative investment performances that would have
been achieved if the notional amount of the equity swap contract had been invested in different
stocks (or indices of stocks).
A Fund will generally enter into equity swaps on a net basis, which means that the two payment
streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount
of the two payments. Payments may be made at the conclusion of an equity swap contract or
periodically during its term. Equity swaps
B-36
normally do not involve the delivery of securities or
other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally
limited to the net amount of payments that a Fund is contractually obligated to make. If the other
party to an equity swap defaults, a Funds risk of loss consists of the net amount of payments that
such Fund is contractually entitled to receive, if any. Inasmuch as these transactions are entered
into for hedging purposes or are offset by segregated cash or liquid assets to cover the Funds
exposure, the Funds and their Investment Adviser believe that transactions do not constitute senior
securities under the Act and, accordingly, will not treat them as being subject to a Funds
borrowing restrictions.
A Fund will not enter into swap transactions unless the unsecured commercial paper, senior
debt or claims paying ability of the other party thereto is considered to be investment grade by
the Investment Adviser. A Funds ability to enter into certain swap transactions may be limited by
tax considerations.
Lending of Portfolio Securities
Each Fund may lend portfolio securities. Under present regulatory policies, such loans may be
made to institutions, such as brokers or dealers (including, Goldman Sachs) and are required to be
secured continuously by collateral in cash, cash equivalents, letters of credit or U.S. Government
securities maintained on a current basis at an amount, marked to market daily, at least equal to
the market value of the securities loaned. Cash received as collateral for securities lending
transactions may be invested in short-term investments. Investing the collateral subjects it to
market depreciation or appreciation, and a Fund is responsible for any loss that may result from
its investment of the borrowed collateral. A Fund will have the right to terminate a loan at any
time and recall the loaned securities within the normal and customary settlement time for
securities transactions. For the duration of the loan, a Fund will continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities loaned and will also
receive compensation from investment of the collateral. A Fund will not have the right to vote any
securities having voting rights during the existence of the loan, but a Fund may call the loan in
anticipation of an important vote to be taken by the holders of the securities or the giving or
withholding of their consent on a material matter affecting the investment. As with other
extensions of credit there are risks of delay in recovering, or even loss of rights in, the
collateral and loaned securities should the borrower of the securities fail financially. However,
the loans will be made only to firms deemed to be of good standing, and when the consideration
which can be earned currently from securities loans of this 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 the securities loaned by a Fund will not exceed one-third of the value of the
total assets of a Fund (including the loan collateral). Loan collateral (including any investment
of the collateral) is not subject to the percentage limitations stated elsewhere in this SAI or the
Prospectus regarding investing in fixed-income securities and cash equivalents.
The Funds Board of Trustees has approved each Funds participation in a securities lending
program and adopted policies and procedures relating thereto. Under the securities lending
program, the Funds have retained an affiliate of the Investment Adviser to serve as the securities
lending agent for the Funds. For these services the lending agent may receive a fee from the
Funds, including a fee based on the returns earned on the Funds investment of cash received as
collateral for the loaned securities. In addition, the Funds may make brokerage and other payments
to Goldman Sachs and its affiliates in connection with the Funds portfolio investment
transactions. The lending agent may, on behalf of the Funds, invest cash collateral received by the
Funds for securities loans in, among other things, other registered or unregistered funds. These
funds include private investing funds or money market funds that are managed by the Investment
Adviser or its affiliates for the purpose of investing cash collateral generated from securities
lending activities and which pay the Investment Adviser or its affiliates for 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.
When-Issued Securities and Forward Commitments
Each Fund may purchase securities on a when-issued basis or purchase or sell securities on a
forward commitment basis beyond the customary settlement time. These transactions involve a
commitment by a Fund to purchase or sell securities at a future date. The price of the underlying
securities (usually expressed in terms of
B-37
yield) and the date when the securities will be delivered
and paid for (the settlement date) are fixed at the time the transaction is negotiated.
When-issued purchases and forward commitment transactions are negotiated directly with the other
party, and such commitments are not traded on exchanges. A Fund will generally purchase securities
on a when-issued basis or purchase or sell securities on a forward commitment basis only with the
intention of completing the transaction and actually purchasing or selling the securities. If
deemed advisable as a matter of investment strategy, however, a Fund may dispose of or negotiate a
commitment after entering into it. A Fund may also sell securities it has committed to purchase
before those securities are delivered to the Fund on the settlement date. A Fund may realize a
capital gain or loss in connection with these transactions. For purposes of determining a Funds
duration, the maturity of when-issued or forward commitment securities will be calculated from the
commitment date. A Fund is generally required to segregate until three days prior to the
settlement date, cash and liquid assets in an amount sufficient to meet the purchase price unless
the Funds obligations are otherwise covered. Alternatively, each Fund may enter into offsetting
contracts for the forward sale of other securities that it owns. Securities purchased or sold on a
when-issued or forward commitment basis involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date or if the value of the security to be sold
increases prior to the settlement date.
Investment in Unseasoned Companies
Each Fund may invest in companies (including predecessors) which have operated less than three
years. The securities of such companies may have limited liquidity, which can result in their
being priced higher or lower than might otherwise be the case. In addition, investments in
unseasoned companies are more speculative and entail greater risk than do investments in companies
with an established operating record.
Other Investment Companies
Each Fund may invest in securities of other investment companies, including ETFs. A Fund will
indirectly bear its proportionate share of any management fees and other expenses paid by
investment companies in which it invests, in addition to the management fees (and other expenses)
paid by the Fund. A Funds investments in other investment companies are subject to statutory
limitations prescribed by the Act, including in certain circumstances a prohibition on the Fund
acquiring more that 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 the securities of all investment companies. Many ETFs,
however, have obtained exemptive relief from the SEC to permit unaffiliated funds (such as the
Funds) to invest in their shares beyond these statutory limits, subject to certain conditions and
pursuant to contractual arrangements between the ETFs and the investing funds. A Fund may rely on
these exemptive orders in investing in ETFs. Moreover, pursuant to an exemptive order obtained
from the SEC or under an exemptive rule adopted by the SEC, the Funds may invest in investment
companies and money market funds for which an Investment Adviser or any of its affiliates serves as
investment adviser, administrator and/or distributor. However, to the extent that a Fund invests
in a money market fund for which an Investment Adviser or any of its affiliates acts as investment
adviser, the management fees payable by the Fund to the Investment Adviser will, to the extent
required by the SEC, be reduced by an amount equal to the Funds proportionate share of the
management fees paid by such money market fund to its investment adviser. Although the Funds do not
expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of
its assets in a single open-end investment company or series thereof that has substantially the
same investment objective, policies and fundamental restrictions as the Fund. Additionally, to the
extent that any Fund serves as an underlying Fund to another Goldman Sachs Fund, that underlying
Fund intends to comply with the requirements of Section 12(d)(1)(G)(i)(IV) of the Act.
Each Fund (other than the U.S. Equity Dividend and Premium Fund) may 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.
ETFs are shares of unaffiliated investment companies issuing shares which are traded like
traditional equity securities on a national stock exchange. An ETF represents a portfolio of
securities, which is often designed to track a particular market segment or index. An investment
in an ETF, like one in any investment company, carries the same risks as those of its underlying
securities. An ETF may fail to accurately track the returns of the market
B-38
segment or index that it
is designed to track, and the price of an ETFs shares may fluctuate or lose money. In addition,
because they, unlike other investment companies, are traded on an exchange, ETFs are subject to the
following risks: (i) the market price of the ETFs shares may trade at a premium or discount to the
ETFs net asset value; (ii) an active trading market for an ETF may not develop or be maintained;
and (iii) there is no assurance that the requirements of the exchange necessary to maintain the
listing of the ETF will continue to be met or remain unchanged. In the event substantial market or
other disruptions affecting ETFs should occur in the future, the liquidity and value of a Funds
shares could also be substantially and adversely affected.
Repurchase Agreements
Each Fund may enter into repurchase agreements with banks, brokers and securities dealers
which furnish collateral at least equal in value or market price to the amount of their repurchase
obligations. The International Equity Dividend and Premium Fund, Structured International
Tax-Managed Equity Fund and International Real Estate Securities Fund may also enter into
repurchase agreements involving certain foreign government securities. A repurchase agreement is
an arrangement under which a Fund purchases securities and the seller agrees to repurchase the
securities within a particular time and at a specified price. Custody of the securities is
maintained by a Funds custodian (or subcustodian). The repurchase price may be higher than the
purchase price, the difference being income to a Fund, or the purchase and repurchase prices may be
the same, with interest at a stated rate due to a Fund together with the repurchase price on
repurchase. In either case, the income to a Fund is unrelated to the interest rate on the security
subject to the repurchase agreement.
For purposes of the Act and generally for tax purposes, a repurchase agreement is deemed to be
a loan from a Fund to the seller of the security. For other purposes, it is not always clear
whether a court would consider the security purchased by a Fund subject to a repurchase agreement
as being owned by a Fund or as being collateral for a loan by a Fund to the seller. In the event
of commencement of bankruptcy or insolvency proceedings with respect to the seller of the security
before repurchase of the security under a repurchase agreement, a Fund may encounter delay and
incur costs before being able to sell the security. Such a delay may involve loss of interest or a
decline in price of the security. If the court characterizes the transaction as a loan and a Fund
has not perfected a security interest in the security, a Fund may be required to return the
security to the sellers estate and be treated as an unsecured creditor of the seller. As an
unsecured creditor, a Fund would be at risk of losing some or all of the principal and interest
involved in the transaction.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the
seller may fail to repurchase the security. However, if the market value of the security subject
to the repurchase agreement becomes less than the repurchase price (including accrued interest), a
Fund will direct the seller of the security to deliver additional securities so that the market
value of all securities subject to the repurchase agreement equals or exceeds the repurchase price.
Certain repurchase agreements which provide for settlement in more than seven days can be
liquidated before the nominal fixed term on seven days or less notice. Such repurchase agreements
will be regarded as liquid instruments.
The Funds, together with other registered investment companies having advisory agreements with
the Investment 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.
Short Sales
The Real Estate Securities Fund, International Real Estate Securities Fund and Tollkeeper Fund
may engage in short sales against the box. In a short sale, the seller sells a borrowed security
and has a corresponding obligation to the lender to return the identical security. The seller does
not immediately deliver the securities sold and is said to have a short position in those
securities until delivery occurs. While a short sale is made by selling a security the seller does
not own, a short sale is against the box to the extent that the seller contemporaneously owns or
has the right to obtain, at no added cost, securities identical to those sold short. It may be
entered into by a Fund, for example, to lock in a sales price for a security the Fund does not wish
to sell immediately. If a Fund sells securities short against the box, it may protect itself from
loss if the price of the securities declines in the future, but will lose the opportunity to profit
on such securities if the price rises.
B-39
If a Fund effects a short sale of securities at a time when it has an unrealized gain on the
securities, it may be required to recognize that gain as if it had actually sold the securities (as
a constructive sale) on the date it effects the short sale. However, such constructive sale
treatment may not apply if the Fund closes out the short sale with securities other than the
appreciated securities held at the time of the short sale and if certain other conditions are
satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the
extent to which the Fund may effect short sales.
Mortgage Dollar Rolls
The Real Estate Securities Fund, International Real Estate Securities Fund and Commodity
Strategy Fund may enter into mortgage dollar rolls in which the Fund sells securities for
delivery in the current month and simultaneously contracts with the same counterparty to repurchase
similar, but not identical securities on a specified future date. During the roll period, the Fund
loses the right to receive principal and interest paid on the securities sold. However, the Fund
would benefit to the extent of any difference between the price received for the securities sold
and the lower forward price for the future purchase or fee income plus the interest earned on the
cash proceeds of the securities sold until the settlement date of the forward purchase. All cash
proceeds will be invested in instruments that are permissible investments for the Fund. The Fund
will hold and maintain in a segregated account until the settlement date cash or liquid assets, as
permitted by applicable law, in an amount equal to its forward purchase price.
For financial reporting and tax purposes, the Fund treats mortgage dollar rolls as two
separate transactions; one involving the purchase of a security and a separate transaction
involving a sale. The Fund does not currently intend to enter into mortgage dollar rolls for
financing and does not treat them as borrowings.
Mortgage dollar rolls involve certain risks including the following: if the broker-dealer to
whom the Fund sells the security becomes insolvent, the Funds right to purchase or repurchase the
mortgage-related securities subject to the mortgage dollar roll may be restricted. Also, the
instrument which the Fund is required to repurchase may be worth less than an instrument which the
Fund originally held. Successful use of mortgage dollar rolls will depend upon the Investment
Advisers ability to manage the Funds interest rate and mortgage prepayments exposure. For these
reasons, there is no assurance that mortgage dollar rolls can be successfully employed. The use of
this technique may diminish the investment performance of the Fund compared to what such
performance would have been without the use of mortgage dollar rolls.
Municipal Securities
The Commodity Strategy Fund may invest in municipal securities. Municipal securities consist
of bonds, notes and other instruments issued by or on behalf of states, territories and possessions
of the United States (including the District of Columbia) and their political subdivisions,
agencies or instrumentalities, the interest on which is exempt from regular federal income tax.
Municipal securities are often issued to obtain funds for various public purposes. Municipal
securities also include private activity bonds or industrial development bonds, which are issued
by or on behalf of public authorities to obtain funds for privately operated facilities, such as
airports and waste disposal facilities, and, in some cases, commercial and industrial facilities.
The yields and market values of municipal securities are determined primarily by the general
level of interest rates, the creditworthiness of the issuers of municipal securities and economic
and political conditions affecting such issuers. Due to their tax exempt status, the yields and
market prices of municipal securities may be adversely affected by changes in tax rates and
policies, which may have less effect on the market for taxable fixed-income securities. Moreover,
certain types of municipal securities, such as housing revenue bonds, involve prepayment risks
which could affect the yield on such securities. The credit rating assigned to municipal
securities may reflect the existence of guarantees, letters of credit or other credit enhancement
features available to the issuers or holders of such municipal securities.
Investments in municipal securities are subject to the risk that the issuer could default on
its obligations. Such a default could result from the inadequacy of the sources or revenues from
which interest and principal payments are to be made or the assets collateralizing such
obligations. Revenue bonds, including private activity
B-40
bonds, are backed only by specific assets
or revenue sources and not by the full faith and credit of the governmental issuer.
Structured Notes
The Commodity Strategy Fund may invest in structured notes. In one type of structured note in
which the Fund intends to invest, the issuer of the note will be a highly creditworthy party. The
term of the note will be for a year and a day. The note will be issued at par value. The amount
payable at maturity, early redemption or knockout (as defined below) of the note will depend
directly on the performance of the GSCI. As described more precisely below, the amount payable at
maturity will be computed using a formula under which the issue price paid for the note is adjusted
to reflect the percentage appreciation or depreciation of the index over the term of the note in
excess of a specified interest factor, and an agreed-upon multiple (the leverage factor) of
three. The note
will also bear interest at a floating rate that is pegged to LIBOR. The interest rate will be
based generally on the issuers funding spread and prevailing interest rates. The interest may be
payable monthly, quarterly or at maturity. The issuer of the note will be entitled to an annual fee
for issuing the note, which will be payable at maturity, and which may be netted against payments
otherwise due under the note. The amount payable at maturity, early redemption or knockout of each
note will be calculated by starting with an amount equal to the face amount of the note plus any
remaining unpaid interest on the note and minus any accumulated fee amount, and then adding (or
subtracting, in the case of a negative number) the amount equal to the product of (i) the
percentage increase (or decrease) of the GSCI over the applicable period, less a specified
interest percentage, multiplied by (ii) the face amount of the note, and by (iii) the leverage
factor of three. The holder of the note will have a right to put the note to the issuer for
redemption at any time before maturity. The note will become automatically payable (
i.e.
, will
knockout) if the relevant index declines by 15%. In the event that the index has declined to the
knockout level (or below) during any day, the redemption price of the note will be based on the
closing index value of the next day. The issuer of the note will receive payment in full of the
purchase price of the note substantially contemporaneously with the delivery of the note. The Fund
while holding the note will not be required to make any payment to the issuer of the note in
addition to the purchase price paid for the note, whether as margin, settlement payment, or
otherwise, during the life of the note or at maturity. The issuer of the note will not be subject
by the terms of the instrument to mark-to-market margining requirements of the Commodity Exchange
Act, as amended (the CEA). The note will not be marketed as a contract of sale of a commodity for
future delivery (or option on such a contract) subject to the CEA.
With respect to a second type of structured note in which the Fund intends to invest, the
issuer of the note will be a highly creditworthy party. The term of the note will be for six
months. The note will be issued at par value. The amount payable at maturity or early redemption
of the note will depend directly on the performance of a specified basket of 6-month futures
contracts with respect to all of the commodities in the GSCI, with weightings of the different
commodities similar to the weightings in the GSCI. As described more precisely below, the amount
payable at maturity will be computed using a formula under which the issue price paid for the note
is adjusted to reflect the percentage appreciation or depreciation of the value of the specified
basket of commodities futures over the term of the note in excess of a specified interest factor,
and the leverage factor of three, but in no event will the amount payable at maturity be less than
51% of the issue price of the note. The note will also bear interest at a floating rate that is
pegged to LIBOR. The interest rate will be based generally on the issuers funding spread and
prevailing interest rates. The interest may be payable monthly, quarterly or at maturity. The
issuer of the note will be entitled to a fee for issuing the note, which will be payable at
maturity, and which may be netted against payments otherwise due under the note. The amount
payable at maturity or early redemption of each note will be the greater of (i) 51% of the issue
price of the note and (ii) the amount calculated by starting with an amount equal to the face
amount of the note plus any remaining unpaid interest on the note and minus any accumulated fee
amount, and then adding (or subtracting, in the case of a negative number) the amount equal to the
product of (A) the percentage increase (or decrease) of the specified basket of commodities futures
over the applicable period, less a specified interest percentage, multiplied by (B) the face amount
of the note, and by (C) the leverage factor of three. The holder of the note will have a right to
put the note to the issuer for redemption at any time before maturity. The issuer of the note will
receive payment in full of the purchase price of the note substantially contemporaneously with the
delivery of the note. The Fund while holding the note will not be required to make any payment to
the issuer of the note in addition to the purchase price paid for the note, whether as margin,
settlement payment, or otherwise, during the life of the note or at maturity. The issuer of the
note will not be subject by the terms of the instrument to mark-to-market margining requirements of
the CEA. The note will not be marketed as a contract of sale of a commodity for future delivery
(or option on such a contract) subject to the CEA.
B-41
Collateralized Loan Obligations
The Commodity Strategy Fund may invest in collateralized loan obligations (CLOs). CLOs are
special purpose entities which are collateralized mainly by a pool of loans. CLOs may charge
management and other administrative fees. Payments of principal and interest are passed through to
investors in a CLO and divided into several tranches of rated debt securities and typically at
least one tranche of unrated subordinated securities , which may be debt or equity (CLO
Securities). CLO Securities generally receive some variation of principal and/or interest
installments and, with the exception of certain subordinated securities, bear different interest
rates. If there are defaults or a CLOs collateral otherwise underperforms, scheduled payments to
senior tranches typically take priority over less senior tranches. CLO Securities are subject to
similar risks associated with debt obligations and fixed income and/or asset-backed securities as
discussed elsewhere in this Statement of Additional Information and
the Prospectus (
e.g.
, credit risk, interest rate risk, market risk, default risk, rapid
repayment risk and reinvestment risk).
In addition to the foregoing risks, some tranches of CLO Securities may not be paid in full
and one or more tranches may be subject to up to 100% loss of invested capital. A CLOs
investments in its underlying assets may be CLO Securities are privately placed and thus are
subject to restrictions on transfer to meet securities law and other legal requirement. In the
event the Fund does not satisfy certain of the applicable transfer restrictions at any time that it
holds CLO Securities, it may be forced to sell the related CLO Securities and may suffer a loss on
sale. CLO Securities generally will be considered illiquid as there may be no secondary market for
the CLO Securities.
Non-Diversified Status
Since the Real Estate Securities Fund, International Real Estate Securities Fund and Commodity
Strategy Fund are each non-diversified under the Act, they are subject only to certain federal
tax diversification requirements. Under federal tax laws, the Real Estate Securities Fund,
International Real Estate Securities Fund and Commodity Strategy Fund may each, 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 each 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.
Temporary Investments
Each Fund may, for temporary defensive purposes, invest a certain percentage of its total
assets in: U.S. government securities; commercial paper rated at least A-2 by Standard & Poors,
P-2 by Moodys or having a comparable rating by another NRSRO; certificates of deposit; bankers
acceptances; repurchase agreements; non-convertible preferred stocks and non-convertible corporate
bonds with a remaining maturity of less than one year; and cash items. When a Funds assets are
invested in such instruments, the Fund may not be achieving its investment objective.
Portfolio Turnover
Each Fund may engage in active short-term trading to benefit from price disparities among
different issues of securities or among the markets for equity securities, or for other reasons.
As a result of active management, it is anticipated that the portfolio turnover rate may vary
greatly from year to year as well as within a particular year, and may be affected by changes in
the holdings of specific issuers, changes in country and currency weightings, cash requirements for
redemption of shares and by requirements which enable the Funds to receive favorable tax treatment.
The Funds are not restricted by policy with regard to portfolio turnover and will make changes in
their investment portfolio from time to time as business and economic conditions as well as market
prices may dictate.
INVESTMENT RESTRICTIONS
B-42
The investment restrictions set forth below have been adopted by the Trust as fundamental
policies that cannot be changed with respect to a Fund without the affirmative vote of the holders
of a majority of the outstanding voting securities (as defined in the Act) of the affected Fund.
The investment objective of each Fund and all other investment policies or practices of each Fund
are considered by the Trust not to be fundamental and accordingly may be changed without
shareholder approval. For purposes of the Act, majority of the outstanding voting securities
means the lesser of (a) 67% or more of the shares of the Trust or a Fund present at a meeting, if
the holders of more than 50% of the outstanding shares of the Trust or a Fund are present or
represented by proxy, or (b) more than 50% of the shares of the Trust or a Fund. For purposes of
the following limitations, any limitation which involves a maximum percentage shall not be
considered violated unless an excess over the percentage occurs immediately after, and is caused
by, an acquisition or encumbrance of securities or assets of, or borrowings by, a Fund. With
respect to the Funds fundamental investment restriction no. 3, asset coverage of at least 300% (as
defined in the Act), inclusive of any amounts borrowed, must be maintained at all times.
As a matter of fundamental policy, a Fund may not:
|
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(1)
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Make any investment inconsistent with the Funds classification
as a diversified company under the Act. This restriction does not, however,
apply to the Real Estate Securities Fund, International Real Estate Securities
Fund or Commodity Strategy Fund, which are each classified as a non-diversified
company under the Act;
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(2)
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Invest 25% or more of its total assets in the securities of one
or more issuers conducting their principal business activities in the same
industry (excluding the U.S. Government or any of its agencies or
instrumentalities) (other than the Real Estate Securities Fund and
International Real Estate Securities Fund, which will invest at least 25% or
more of their total assets in the real estate industry, and the Tollkeeper
Fund, which will invest at least 25% of its total assets in companies in one or
more of the media, telecommunications, technology and/or internet industries),
except that this restriction shall not apply to the Commodity Strategy Funds
counterparties in foreign currency transactions.
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(3)
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Borrow money, except (a) the Structured Tax-Managed Equity,
Real Estate Securities and Tollkeeper Funds may borrow from banks (as defined
in the Act), or through reverse repurchase agreements in amounts up to 33-1/3%
of its total assets (including the amount borrowed), (b) to the extent
permitted by applicable law, the U.S. Equity Dividend and Premium Fund,
International Equity Dividend and Premium Fund, Structured International
Tax-Managed Equity Fund, International Real Estate Securities Fund and
Commodity Strategy 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); (c) a Fund may, to the extent permitted by applicable law, borrow up
to an additional 5% of its total assets for temporary purposes, (d) a Fund may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of portfolio securities, (e) a Fund may purchase securities
on margin to the extent permitted by applicable law and (f) the International
Equity Dividend and Premium Fund, Structured International Tax-Managed Equity
Fund, Real Estate Securities Fund, International Real Estate Securities Fund,
Tollkeeper Fund and Commodity Strategy Fund may engage in transactions in
mortgage dollar rolls which are accounted for as financings.
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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
B-43
constitutes a borrowing shall be determined by
the Board, after consideration of all of the relevant
circumstances.
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(4)
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Make loans, except through (a) the purchase of debt obligations
in accordance with a 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) for the U.S. Equity
Dividend and Premium Fund, International Equity Dividend and Premium Fund,
Structured International Tax-Managed Equity Fund, International Real Estate
Securities Fund and Commodity Strategy Fund only, loans to affiliates of the
applicable Fund to the extent permitted by law.
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(5)
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Underwrite securities issued by others, except to the extent
that the sale of portfolio securities by the Fund may be deemed to be an
underwriting.
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(6)
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Purchase, hold or deal in real estate, although a Fund may
purchase and sell securities that are secured by real estate or interests
therein, securities of real estate investment trusts and (with respect to the
International Real Estate Securities Fund only) other
entities and companies in the real estate industry, and mortgage-related
securities and may hold and sell real estate acquired by a Fund as a result
of the ownership of securities.
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(7)
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Invest in commodities or commodity contracts, except that the
Fund may invest in currency and financial instruments and contracts that are
commodities or commodity contracts.
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(8)
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Issue senior securities to the extent such issuance would
violate applicable law.
|
Each Fund may, notwithstanding any other fundamental investment restriction or policy, invest
some or all of its assets in a single open-end investment company or series thereof with
substantially the same fundamental investment objective, restrictions and policies as the Fund.
In addition to the fundamental policies mentioned above, the Trustees have adopted the
following non-fundamental policies which can be changed or amended by action of the Trustees
without approval of shareholders. Again, for purposes of the following limitations, any limitation
which involves a maximum percentage shall not be considered violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition of securities by a Fund.
A Fund may not:
|
(a)
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Invest in companies for the purpose of exercising control or
management.
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(b)
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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.
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(c)
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Purchase additional securities if the Funds borrowings, as
permitted by the Funds borrowing policy, exceed 5% of its net assets. (With
respect to the International Equity Dividend and Premium, Structured
International Tax-Managed Equity, Real Estate Securities, International Real
Estate Securities, Tollkeeper and Commodity Strategy Funds, mortgage dollar
rolls are not subject to this limitation).
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(d)
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Make short sales of securities except that the International
Equity Dividend and Premium, Structured International Tax-Managed Equity, Real
Estate Securities, International Real Estate Securities and Tollkeeper Funds
may make short sales against the box.
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B-44
TRUSTEES AND OFFICERS
The business and affairs of the Funds are managed under the direction of the Board of Trustees
subject to the laws of the State of Delaware and the Trusts Declaration of Trust. The Trustees
are responsible for deciding matters of general policy for the Trust and providing oversight of the
Trusts business and operations, including the actions of the Trusts service providers. The
officers of the Trust conduct and supervise each Funds daily business operations.
Trustees of the Trust
Information pertaining to the Trustees of the Trust is set forth below. Trustees who are not
deemed to be interested persons of the Trust as defined in the Act are referred to as
Independent Trustees. Trustees who are deemed to be interested persons of the Trust are
referred to as Interested Trustees.
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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)
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Length of
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Fund Complex
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Name,
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Held with
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Time
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Principal Occupation(s)
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Overseen by
|
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Other Directorships
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Address and Age
1
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the Trust
|
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Served
2
|
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During Past 5 Years
|
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Trustee
3
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Held by Trustee
4
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Ashok N. Bakhru
Age: 66
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Chairman of the
Board of Trustees
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Since 1991
|
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President, ABN
Associates (July
1994March 1996 and
November
1998Present);
Executive Vice
President Finance
and Administration and
Chief Financial
Officer and Director,
Coty Inc.
(manufacturer of
fragrances and
cosmetics) (April
1996November 1998);
Director of Arkwright
Mutual Insurance
Company (19841999);
Trustee of
International House of
Philadelphia (program
center and residential
community for students
and professional
trainees from the
United States and
foreign countries)
(1989-2004); Member of
Cornell University
Council (1992-2004 and
2006-Present); Trustee
of the Walnut Street
Theater (1992-2004 and
2006-Present);
Trustee, Scholarship
America (1998-2005);
Trustee, Institute for
Higher Education
Policy (2003-Present);
Director, Private
Equity InvestorsIII
and IV (November
1998-Present), and
Equity-Limited
Investors II (April
2002-Present); and
Chairman, Lenders
Service Inc. (provider
of mortgage lending
services) (2000-2003).
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100
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None
|
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Chairman of the Board
of Trustees Goldman
Sachs Mutual Fund
Complex.
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John P. Coblentz, Jr.
Age: 67
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Trustee
|
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Since 2003
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Partner, Deloitte &
Touche LLP (June 1975
May 2003);
Director, Emerging
Markets Group, Ltd.
(2004-2006); Director,
Elderhostel, Inc.
(2006-Present).
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100
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None
|
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|
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Trustee Goldman
Sachs Mutual Fund
Complex.
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B-45
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Independent Trustees
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Term of
|
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|
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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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Name,
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Held with
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Time
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Principal Occupation(s)
|
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Overseen by
|
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Other Directorships
|
Address and Age
1
|
|
the Trust
|
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Served
2
|
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During Past 5 Years
|
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Trustee
3
|
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Held by Trustee
4
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Diana M. Daniels
Age: 58
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Trustee
|
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Since 2007
|
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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).
|
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100
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex.
|
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Patrick T. Harker
Age: 49
|
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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
1997August 2000).
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100
|
|
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None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex.
|
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Jessica Palmer
Age: 59
|
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Trustee
|
|
Since 2007
|
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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).
|
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100
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex.
|
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|
|
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|
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|
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|
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Richard P. Strubel
Age: 68
|
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Trustee
|
|
Since 1987
|
|
Vice Chairman and
Director, Cardean
Learning Group
(provider of
educational services
via the internet)
(2003-Present);
President, COO and
Director, Cardean
Learning Group
(1999-2003); Director,
Cantilever
Technologies, Inc. (a
private software
company) (1999-2005);
Trustee, The
University of Chicago
(1987-Present); and
Managing Director,
Tandem Partners, Inc.
(management services
firm) (19901999).
|
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|
100
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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).
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|
|
Trustee Goldman
Sachs Mutual Fund
Complex.
|
|
|
|
|
|
|
B-46
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
Term of
|
|
|
|
Fund
|
|
|
|
|
Position(s)
|
|
Office and
|
|
|
|
Complex
|
|
|
Name,
|
|
Held with
|
|
Length of
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
the Trust
2
|
|
Time Served
3
|
|
During Past 5 Years
|
|
Trustee
4
|
|
Held by Trustee
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. McNamara*
Age: 45
|
|
President & Trustee
|
|
Since 2007
|
|
Managing Director,
Goldman Sachs
(December
1998-Present);
Director of
Institutional Fund
Sales, GSAM (April
1998December 2000);
and Senior Vice
President and Manager,
Dreyfus Institutional
Service Corporation
(January 1993 April
1998).
|
|
|
100
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PresidentGoldman
Sachs Mutual Fund
Complex (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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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).
|
|
|
100
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustee Goldman
Sachs Mutual Fund
Complex.
|
|
|
|
|
|
|
|
|
|
*
|
|
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 consisted of 88 portfolios (of which 83
offer shares to the public), and Goldman Sachs Variable Insurance Trust consisted of 12
portfolios (of which 11 offer shares to participating insurance companies).
|
|
|
|
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-47
Officers of the Trust
Information pertaining to the officers of the Trust is set forth below.
Officers of the Trust
|
|
|
|
|
|
|
|
|
|
|
|
Term of Office and
|
|
|
Name, Age
|
|
Position(s) Held
|
|
Length of Time
|
|
|
And Address
|
|
With the Trust
|
|
Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
|
|
|
|
|
|
|
James A. McNamara
32 Old Slip
New York, NY 10005
Age: 45
|
|
President & Trustee
|
|
Since 2007
|
|
Managing Director, Goldman Sachs (December
1998-Present); Director of Institutional Fund Sales,
GSAM (April 1998December 2000); and Senior Vice
President and Manager, Dreyfus Institutional Service
Corporation (January 1993 April 1998).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PresidentGoldman Sachs Mutual Fund Complex (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.
|
|
|
|
|
|
|
|
Philip V. Giuca, Jr.
180 Maiden Lane
New York, NY 10005
Age: 46
|
|
Assistant Treasurer
|
|
Since 1997
|
|
Vice President, Goldman Sachs (May 1992-Present).
Assistant Treasurer Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Peter Fortner
180 Maiden Lane
New York, NY 10005
Age: 50
|
|
Assistant Treasurer
|
|
Since 2000
|
|
Vice President, Goldman Sachs (July 2000-Present);
Associate, Prudential Insurance Company of America
(November 1985June 2000); and Assistant Treasurer,
certain closed-end funds administered by Prudential
(1999 and 2000).
Assistant Treasurer Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Kenneth G. Curran
180 Maiden Lane
New York, NY 10005
Age: 44
|
|
Assistant Treasurer
|
|
Since 2001
|
|
Vice President, Goldman Sachs (November 1998-Present);
and Senior Tax Manager, KPMG Peat Marwick (accountants)
(August 1995October 1998).
Assistant Treasurer Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Scott McHugh
32 Old Slip
New York, NY 10005
Age: 36
|
|
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.
|
|
B-48
Officers of the Trust
|
|
|
|
|
|
|
|
|
|
|
|
Term of Office and
|
|
|
Name, Age
|
|
Position(s) Held
|
|
Length of Time
|
|
|
And Address
|
|
With the Trust
|
|
Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
|
|
|
|
|
|
|
James A. Fitzpatrick
71 South Wacker Drive
Chicago, IL 60606
Age: 48
|
|
Vice President
|
|
Since 1997
|
|
Managing Director, Goldman Sachs (October 1999
Present); and Vice President of GSAM (April
1997December 1999).
Vice President Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
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 1996June 1998).
Vice President Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Mark Hancock
71 South Wacker Drive
Chicago, IL 60606
Age: 40
|
|
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.
|
|
|
|
|
|
|
|
Jeffrey D. Matthes
180 Maiden Lane
New York, NY 10005
Age: 38
|
|
Vice President
|
|
Since 2007
|
|
Vice President, Goldman Sachs (December 2004-Present);
Associate, Goldman Sachs (December 2002-December 2004).
Vice President Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
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)
Senior Associate, PricewaterhouseCoopers LLP (January
2001-January 2004).
Vice President Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Miriam Cytryn
32 Old Slip
New York, NY 10005
Age: 49
|
|
Vice President
|
|
Since 2008
|
|
Vice President, GSAM (2008-Present); Vice President,
Investment Management Division (2007-2008); Vice
President and Chief of Staff, GSAM US Distribution
(2003-2007); and Vice President, Employee Relations,
Goldman Sachs (1996-2003).
Vice PresidentGoldman Sachs Mutual Fund Complex.
|
|
B-49
Officers of the Trust
|
|
|
|
|
|
|
|
|
|
|
|
Term of Office and
|
|
|
Name, Age
|
|
Position(s) Held
|
|
Length of Time
|
|
|
And Address
|
|
With the Trust
|
|
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
(2002Present); Vice President, Goldman Sachs (1999
2006) and Assistant General Counsel, Goldman Sachs
(1999-2002).
Secretary Goldman Sachs Mutual Fund Complex (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
2001Present); and Vice President, Goldman Sachs
(1997December 2001).
Assistant Secretary Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Danny Burke
32 Old Slip
New York, NY 10005
Age: 45
|
|
Assistant Secretary
|
|
Since 2001
|
|
Vice President, Goldman Sachs (1987Present).
Assistant Secretary Goldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
George Djurasovic
One New York Plaza
New York, NY 10004
Age: 37
|
|
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.
|
|
|
|
|
|
|
|
Patricia Meyer
One New York Plaza
New York, NY 10004
Age: 34
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
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
B-50
The Board of Trustees has established six standing committees in connection with their
governance of the Funds 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 annually selects, subject to ratification by
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 December 31, 2007.
The Governance and Nominating Committee has been established to: (i) assist the Board of
Trustees in matters involving mutual fund governance and industry practices; (ii) select and
nominate candidates for appointment or election to serve as Trustees who are not interested
persons of the Trust or its investment adviser or distributor (as defined by the Act); and (iii)
advise the Board of Trustees on ways to improve its effectiveness. All of the Independent Trustees
serve on the Governance and Nominating Committee. The Governance and Nominating Committee held two
meetings during the fiscal year ended December 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 Funds; and (ii) insofar as they relate to services provided to the Funds, of
the Funds investment adviser, distributor, administrator (if any), and transfer agent, except that
compliance processes relating to the accounting and financial reporting processes, and certain
related matters, are overseen by the Audit Committee. In addition, the Compliance Committee
provides assistance to the full Board of Trustees with respect to compliance matters. The
Compliance Committee met three times during the fiscal year ended December 31, 2007. All of the
Independent Trustees serve on the Compliance Committee.
The Valuation Committee is authorized to act for the Board of Trustees in connection with the
valuation of portfolio securities held by the Funds in accordance with the Trusts Valuation
Procedures. Messrs. McNamara and Shuch serve on the Valuation Committee. During the fiscal year
ended December 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 each
Funds Prospectus. Currently, Messrs. McNamara and Perlowski serve on the Dividend Committee.
During the fiscal year ended December 31, 2007, the Dividend Committee held twelve meetings with
respect to all of the Funds of the Trust (including the Funds included in this SAI).
The Contract Review Committee has been established for the purpose of assisting the Board of
Trustees in overseeing the processes for approving and monitoring the Funds investment management,
distribution, transfer agency and other agreements with the Funds Investment Adviser and its
affiliates. The Contract Review Committee is also responsible for overseeing the Board of Trustees
processes for approving and reviewing the operation of the 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 held three meetings during the
fiscal year ended December 31, 2007. All of the Independent Trustees serve on the Contract Review
Committee.
B-51
Trustee Ownership of Fund Shares
The following table shows the dollar range of shares beneficially owned by each Trustee in the
Funds and other portfolios of the Trust and Goldman Sachs Variable Insurance Trust as of December
31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of
|
|
|
|
|
|
|
Equity Securities in All
|
|
|
|
|
|
|
Portfolios in Fund
|
|
|
Dollar Range of
|
|
Complex Overseen By
|
Name of Trustee
|
|
Equity Securities in the Funds
1
|
|
Trustee
2
|
|
|
|
|
|
|
|
|
|
Ashok N. Bakhru
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
John P. Coblentz, Jr.
|
|
Real Estate Securities Fund: $50,001 $100,000
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
Diana M. Daniels
|
|
|
|
|
|
$
|
10,001 $50,000
|
|
|
|
|
|
|
|
|
|
|
Patrick T. Harker
|
|
Real Estate Securities Fund: $10,001 $50,000
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
James A. McNamara
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
Jessica Palmer
|
|
|
|
|
|
$
|
50,001 $100,000
|
|
|
|
|
|
|
|
|
|
|
Alan A. Shuch
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
Richard P. Strubel
|
|
International Real Estate Securities Fund: Over $100,000
|
|
Over $100,000
|
|
|
|
|
|
1
|
|
Includes the value of shares beneficially owned by each Trustee in each Fund described in
this SAI as of December 31, 2007.
|
|
|
|
2
|
|
As of December 31, 2007, the Trust consisted of 89 portfolios (of which 80 offered shares to
the public), and Goldman Sachs Variable Insurance Trust consisted of 12 portfolios (of which
11 offered shares to participating insurance companies).
|
|
As of March 31, 2008, the Trustees and officers of the Trust as a group owned less than 1% of
the outstanding shares of beneficial interest of each Fund.
Board Compensation
The Trust pays each Independent Trustee an annual fee for his or her services as a Trustee of
the Trust, plus an additional fee for each regular and special telephonic Board meeting, Governance
and Nominating Committee meeting, Compliance Committee meeting, Contract Review Committee meeting,
and Audit Committee meeting attended by such Trustee. The Independent Trustees are also
reimbursed for travel expenses incurred in connection with attending such meetings. The Trust may
also pay the incidental costs of a Trustee to attend training or other types of conferences
relating to the investment company industry.
B-52
The following tables set forth certain information with respect to the compensation of each
Trustee of the Trust for the fiscal year ended December 31, 2007:
Trustee Compensation
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured
|
|
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity
|
|
International
|
|
|
|
|
|
International
|
|
Equity
|
|
|
Real Estate
|
|
|
|
|
|
Structured
|
|
Dividend and
|
|
Real Estate
|
|
Commodity
|
|
Tax-Managed
|
|
Dividend and
|
Name of Trustee
|
|
Securities
|
|
Tollkeeper
|
|
Tax-Managed Equity
|
|
Premium
|
|
Securities
|
|
Strategy*
|
|
Equity**
|
|
Premium**
|
Ashok N. Bakhru
1
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
973
|
|
|
|
|
|
|
|
|
|
John P. Coblentz, Jr.
|
|
|
1,874
|
|
|
|
1,874
|
|
|
|
1,874
|
|
|
|
1,874
|
|
|
|
1,874
|
|
|
|
759
|
|
|
|
|
|
|
|
|
|
Diana M. Daniels
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick T. Harker
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
|
|
|
|
|
|
James A. McNamara
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica Palmer
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan A. Shuch
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Strubel
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
**
|
|
The Structured International Tax-Managed Equity and International Equity Dividend and Premium
Funds had not yet commenced operations on December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension or Retirement
|
|
|
|
|
Aggregate
|
|
Benefits Accrued as
|
|
Total Compensation
|
|
|
Compensation
|
|
Part of the Trusts
|
|
From Fund Complex
|
Name of Trustee
|
|
from the Funds
|
|
Expenses
|
|
(including the Funds)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ashok N. Bakhru
1
|
|
$
|
13,905
|
|
|
|
|
|
|
$
|
202,400
|
|
John P. Coblentz, Jr.
|
|
|
10,131
|
|
|
|
|
|
|
|
147,000
|
|
Diana M. Daniels
2
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick T. Harker
|
|
|
10,295
|
|
|
|
|
|
|
|
134,500
|
|
James A. McNamara
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica Palmer
2
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan A. Shuch
3
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Strubel
|
|
|
9,262
|
|
|
|
|
|
|
|
134,500
|
|
|
|
|
|
|
|
|
Under current compensation arrangements, it is estimated that the Trustees will receive approximately the
following compensation from the Funds for the fiscal year ending December 31, 2008: Mr. Bakhru, $3,358; Mr.
Coblentz, $2,495; Ms. Daniels, $2,179; Mr. Harker, $2,179; Mr. McNamara, none; Ms. Palmer, $2,179; Mr. Shuch,
none; and Mr. Strubel, $2,179.
|
|
|
|
|
|
Represents fees paid to each Trustee during the fiscal year ended December 31, 2007 from the Fund Complex. Under
current compensation arrangements, it is estimated that the Trustees will receive approximately the following
compensation from the Fund Complex for the fiscal year ended December 31, 2008: Mr. Bakhru, $319,000; Mr.
Coblentz, $237,000; Ms. Daniels, $207,000; Mr. Harker, $207,000; Mr. McNamara, none; Ms. Palmer, $207,000; Mr.
Shuch, none; and Mr. Strubel, $207,000.
|
|
|
1
|
|
Includes compensation as Board Chairman.
|
|
|
2
|
|
Ms. Daniels and Ms. Palmer were elected to the Board on August 3, 2007.
|
|
|
|
3
|
|
Mr. McNamara was appointed to the Board on November 8, 2007. Messrs. McNamara and
Shuch are Interested Trustees, and as such, receive no compensation from the Fund or the Fund
Complex.
|
|
Miscellaneous
Class A Shares of the Funds may be sold at net asset value without payment of any sales charge
to Goldman Sachs, its affiliates and their respective officers, partners, directors or employees
(including retired employees and former partners), any partnership of which Goldman Sachs is a
general partner, any Trustee or officer of the Trust and designated family members of any of the
above individuals. These and the Funds other sales load waivers are due to the nature of the
investors and/or the reduced sales effort and expense that are needed to obtain such investments.
B-53
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 Funds.
MANAGEMENT SERVICES
As stated in the Funds Prospectuses, Goldman Sachs Asset Management, L.P. (GSAM) (formerly,
Goldman Sachs Funds Management, L.P.), 32 Old Slip, New York, New York 10005 serves as Investment
Adviser to the Funds. GSAM is a subsidiary of The Goldman Sachs Group, Inc. and an affiliate of
Goldman Sachs. Prior to the end of April 2003, Goldman Sachs Asset Management, a business unit of
the Investment Management Division of Goldman Sachs served as the Funds investment adviser. In
April 2003, GSAM assumed Goldman Sachs Asset Managements investment advisory responsibilities for
the Fund. See Service Providers in the Funds Prospectuses for a description of the Investment
Advisers duties to the Funds.
Founded in 1869, Goldman Sachs is among the oldest and largest investment banking firms in the
United States. Goldman Sachs is a leader in developing portfolio strategies and in many fields of
investing and financing, participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. Goldman Sachs is also among the principal market
sources for current and thorough information on companies, industrial sectors, markets, economies
and currencies, and trades and makes markets in a wide range of equity and debt securities 24 hours
a day. The firm is headquartered in New York with 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 Funds to use
the name Goldman Sachs or a derivative thereof as part of each Funds name for as long as each
Funds Management Agreement is in effect.
The Investment Adviser is able to draw on the substantial research and market expertise of
Goldman Sachs, whose investment research effort is one of the largest in the industry. The 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.
In managing the Funds, the Investment Adviser has access to Goldman Sachs economics research.
The Economics Research Department, based in London, conducts economic, financial and currency
markets research which analyzes economic trends and interest and exchange rate movements worldwide.
The Economics Research Department tracks factors such as inflation and money supply figures,
balance of trade figures, economic growth, commodity prices, monetary and fiscal policies, and
political events that can influence interest rates and currency trends. The success of Goldman
Sachs international research team has brought wide recognition to its members. The team has
earned top rankings in various external surveys such as Pensions and Investments, Forbes and
Dalbar. These rankings acknowledge the achievements of the firms economists, strategists and
equity analysts.
In allocating assets among foreign countries and currencies for the Funds, the Investment
Adviser will have access to the Global Asset Allocation Model. The model is based on the
observation that the prices of all financial assets, including foreign currencies, will adjust
until investors globally are comfortable holding the pool of outstanding assets. Using the model,
the Investment Adviser will estimate the total returns from each currency sector which are
consistent with the average investor holding a portfolio equal to the market capitalization of the
financial assets among those currency sectors. These estimated equilibrium returns are then
combined with the expectations of Goldman Sachs research professionals to produce an optimal
currency and asset allocation for the level of risk suitable for a Fund given its investment
objectives and criteria.
B-54
The Management Agreement provides that GSAM, in its capacity as Investment Adviser, may render
similar services to others so long as the services under the Management Agreement are not impaired
thereby. The Funds Management Agreements were most recently approved by the Trustees of the
Trust, including a majority of the Trustees of the Trust who are not parties to such agreement or
interested persons (as such term is defined in the Act) of any party thereto (the non-interested
Trustees), on June 13, 2007 with respect to the Funds. The sole shareholder of the International
Real Estate Securities Fund, U.S. Equity Dividend and Premium, Tollkeeper, Structured Tax-Managed
Equity and Real Estate Securities Funds approved these arrangements on July 17, 2006, August 31,
2005, September 23, 1999, April 3, 2000 and July 21, 1997, respectively. A discussion regarding
the Trustees basis for approving the Management Agreement in 2007 is available in the Trusts
semi-annual reports for the period ended June 30, 2007 with respect to each Fund other than the
Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium
Fund, and will become available in the Trusts semi-annual report for the period ended June 30,
2008 with respect to the Structured International Tax-Managed Equity and International Equity
Dividend and Premium Funds.
The Management Agreement will remain in effect until June 30, 2008 and will continue in effect
with respect to the applicable Fund from year to year thereafter provided such continuance is
specifically approved at least annually by (i) the vote of a majority of such Funds outstanding
voting securities or a majority of the Trustees of the Trust, and (ii) the vote of a majority of
the non-interested Trustees of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
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 particular Fund on 60
days written notice to the Investment Adviser or by the Investment Adviser on 60 days written
notice to the Trust.
Pursuant to the Management Agreement, the Investment Adviser is entitled to receive the fees
set forth below, payable monthly based on each respective Funds average daily net assets. Also
included below are the actual management fee rates paid by each Fund (after reflection of any voluntary management fee waivers,
as indicated) for the fiscal year ended December 31, 2007.
B-55
|
|
|
|
|
|
|
|
|
|
|
|
Actual Rate for the Fiscal Year Ended
|
Fund
|
|
Contractual Rate
|
|
December 31, 2007
|
U.S. Equity Dividend and Premium Fund
|
|
0.75% on the first $1 billion
|
|
|
0.75
|
%
|
|
|
0.68% on the next $1 billion
|
|
|
|
|
|
|
0.65% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
1.00% on the first $1 billion
|
|
|
1.00
|
%
|
|
|
0.90% on the next $1 billion
|
|
|
|
|
|
|
0.86% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
Structured Tax-Managed Equity Fund
|
|
0.70% on the first $1 billion
|
|
|
0.65
|
%*
|
|
|
0.63% on the next $1 billion
|
|
|
|
|
|
|
0.60% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
1.00% on the first $1 billion
|
|
|
1.00
|
%
|
|
|
0.90% on the next $1 billion
|
|
|
|
|
|
|
0.86% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate Securities Fund
|
|
1.05% on the first $2 billion
|
|
|
1.03
|
%*
|
|
|
0.95% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund**
|
|
0.50% on the first $2 billion
|
|
|
0.50
|
%
|
|
|
0.45% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed Equity Fund***
|
|
1.00% on the first $1 billion
|
|
|
|
|
|
|
0.90% on the next $1 billion
|
|
|
|
|
|
|
0.86% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium Fund***
|
|
0.81% on the first $1 billion
|
|
|
|
|
|
|
0.77% on the next $1 billion
|
|
|
|
|
|
|
0.73% over $2 billion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Investment Adviser is currently voluntarily waiving a portion of its management fee equal to
0.05% and 0.02% based on the average daily net assets of the Structured Tax-Managed Equity Fund and
International Real Estate Securities Fund, respectively.
|
|
|
|
**
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
***
|
|
The Structured International Tax-Managed Equity and International Equity Dividend and Premium
Funds had not yet commenced operations on December 31, 2007.
|
|
For the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, the
fees incurred by each Fund (before any fee waivers) pursuant to the Management Agreement were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund
1
|
|
$
|
2,577,585
|
|
|
$
|
989,434
|
|
|
$
|
59,681
|
|
Tollkeeper Fund
|
|
|
3,042,164
|
|
|
|
2,919,651
|
|
|
|
3,477,008
|
|
Structured Tax-Managed Equity Fund
|
|
|
2,462,738
|
2
|
|
|
1,384,706
|
2
|
|
|
749,816
|
2
|
Real Estate Securities Fund
|
|
|
10,179,280
|
|
|
|
8,784,956
|
|
|
|
6,143,623
|
|
International Real Estate Securities Fund
3
|
|
|
12,807,688
|
4
|
|
|
1,238,810
|
4
|
|
|
|
|
Commodity Strategy Fund
5
|
|
|
1,008,133
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed Equity Fund
6
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium Fund
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
|
2
|
|
The Investment Adviser waived approximately $177,817, $98,837 and $14,798 of its
management fee for the fiscal years ended December 31, 2007, December 31, 2006 and December
31, 2005, respectively.
|
|
|
3
|
|
International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
4
|
|
The Investment Adviser waived approximately $251,667 and $25,519 of its management fee
for the fiscal years ended December 31, 2007 and December 31, 2006, respectively.
|
|
|
|
5
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
6
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend
and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
B-56
In addition to providing advisory services, under its Management Agreement, the Investment
Adviser also: (i) supervises all non-advisory operations of each Fund that it advises; (ii)
provides personnel to perform such executive, administrative and clerical services as are
reasonably necessary to provide effective administration of each Fund; (iii) arranges for at each
Funds expense: (a) the preparation of all required tax returns, (b) the preparation and submission
of reports to existing shareholders, (c) the periodic updating of prospectuses and statements of
additional information and (d) the preparation of reports to be filed with the SEC and other
regulatory authorities; (iv) maintains each Funds records; and (v) provides office space and all
necessary office equipment and services.
B-57
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.
For each portfolio manager listed below, the total number of accounts managed is a reflection of
accounts within the strategy they oversee or manage, as well as accounts which participate in the
sector they manage. There are multiple portfolio managers involved with each account.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed and Total Assets by Account Type*
|
|
Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
|
|
|
Registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered
|
|
|
|
|
|
|
Investment
|
|
Other Pooled
|
|
Other
|
|
Investment
|
|
Other Pooled
|
|
Other
|
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
Name of
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
Portfolio Manager
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
U.S. Equity Dividend
and Premium Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Investment
Strategies Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Jones
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Don Mulvihill
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Tollkeeper Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth Investment
Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Barry
|
|
|
22
|
|
|
|
7,722.1
|
|
|
|
3
|
|
|
|
32.4
|
|
|
|
344
|
|
|
|
20,748.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
3,276.3
|
|
Gregory H. Ekizian
|
|
|
22
|
|
|
|
7,722.1
|
|
|
|
3
|
|
|
|
32.4
|
|
|
|
344
|
|
|
|
20,748.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
3,276.3
|
|
David G. Shell
|
|
|
22
|
|
|
|
7,722.1
|
|
|
|
3
|
|
|
|
32.4
|
|
|
|
344
|
|
|
|
20,748.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
3,276.3
|
|
Structured
Tax-Managed Equity
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Investment
Strategies Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Jones
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Don Mulvihill
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Real Estate
Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
Securities Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Howard-Johnson
|
|
|
2
|
|
|
|
836.7m
|
|
|
|
8
|
|
|
|
1,228.9m
|
|
|
|
43
|
|
|
|
702.0m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Kruth
|
|
|
2
|
|
|
|
836.7m
|
|
|
|
8
|
|
|
|
1,228.9m
|
|
|
|
43
|
|
|
|
702.0m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed and Total Assets by Account Type*
|
|
Number of Accounts and Total Assets for Which Advisory Fee is Performance Based*
|
|
|
Registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered
|
|
|
|
|
|
|
Investment
|
|
Other Pooled
|
|
Other
|
|
Investment
|
|
Other Pooled
|
|
Other
|
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
Name of
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
|
Number of
|
|
Assets
|
Portfolio Manager
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
International
Real Estate
Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
Securities Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Howard-Johnson
|
|
|
2
|
|
|
|
836.7m
|
|
|
|
8
|
|
|
|
1,228.9m
|
|
|
|
43
|
|
|
|
702.0m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Kruth
|
|
|
2
|
|
|
|
836.7m
|
|
|
|
8
|
|
|
|
1,228.9m
|
|
|
|
43
|
|
|
|
702.0m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tim Hannon
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
532.1m
|
|
|
|
8
|
|
|
|
596.1m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
391.6m
|
|
Commodity Strategy
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy
Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan Beinner
|
|
|
34
|
|
|
|
27,075.0
|
|
|
|
78
|
|
|
|
28,614.9
|
|
|
|
1,831
|
|
|
|
168,590.9
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
5,798.2
|
|
|
|
84
|
|
|
|
28,461.2
|
|
Tom Kenny
|
|
|
34
|
|
|
|
27,075.0
|
|
|
|
78
|
|
|
|
28,614.9
|
|
|
|
1,831
|
|
|
|
168,590.9
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
5,798.2
|
|
|
|
84
|
|
|
|
28,461.2
|
|
James B. Clark
|
|
|
16
|
|
|
|
9,778.3
|
|
|
|
31
|
|
|
|
12,134.0
|
|
|
|
280
|
|
|
|
62,143.7
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
4,629.6
|
|
|
|
17
|
|
|
|
4,629.6
|
|
Michael Johnson
|
|
|
1
|
|
|
|
377.2
|
|
|
|
5
|
|
|
|
353.2
|
|
|
|
6
|
|
|
|
725.6
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
165.4
|
|
|
|
|
|
|
|
|
|
Stephen Lucas
|
|
|
1
|
|
|
|
377.2
|
|
|
|
5
|
|
|
|
353.2
|
|
|
|
6
|
|
|
|
725.6
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
165.4
|
|
|
|
|
|
|
|
|
|
Structured
International
Tax-Managed Equity
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Investment Strategy
Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Jones
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Mark Carhart
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Don Mulvihill
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
International Equity
Dividend and Premium
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Investment Strategy
Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Carhart
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
Don Mulvihill
|
|
|
66
|
|
|
$
|
26,146
|
|
|
|
37
|
|
|
$
|
19,558
|
|
|
|
705
|
|
|
$
|
75,953
|
|
|
|
1
|
|
|
$
|
211
|
|
|
|
5
|
|
|
$
|
1,766
|
|
|
|
38
|
|
|
$
|
10,502
|
|
|
|
|
|
|
*
|
|
This information is as of December 31, 2007.
|
|
|
|
Includes wrap as a single account.
|
|
|
|
Assets managed by Tim Hannon are presented in AUD.
|
|
B-59
Conflicts of Interest
. The Investment Advisers portfolio managers are often
responsible for managing one or more of the Funds as well as other accounts, including proprietary
accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds.
A portfolio manager may manage a separate account or other pooled investment vehicle which may
have materially higher fee arrangements than the Fund and may also have a performance-based fee.
The side-by-side management of these funds may raise potential conflicts of interest relating to
cross trading, the allocation of investment opportunities and the aggregation and allocation of
trades.
The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair
and equitable manner. It seeks to provide best execution of all securities transactions and
aggregate and then allocate securities to client accounts in a fair and timely manner. To this
end, the Investment Adviser has developed policies and procedures designed to mitigate and manage
the potential conflicts of interest that may arise from side-by-side management. In addition, the
Investment Adviser and the Funds have adopted policies limiting the circumstances under which
cross-trades may be effected between a 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
Funds and Other Goldman Sachs Accounts and Potential Conflicts Relating to Goldman Sachs and the
Investment Advisers Proprietary Activities and Activities on Behalf of Other Accounts.
Portfolio Managers- Compensation
Growth Investment Team Base Salary and Performance Bonus
. The Investment Adviser and
its Growth teams (the Growth Team) compensation packages for its portfolio managers is comprised
of a base salary and performance bonus. The performance bonus is first and foremost tied to the
Growth Teams pre-tax performance for its clients and the Growth Teams total revenues for the past
year which in part is derived from advisory fees and, for certain accounts, performance based fees.
The Growth Team measures its performance on a market cycle basis which is typically measured over
a three to seven year period, rather than being focused on short term gains in its strategies or
short term contributions from a portfolio manager in any given year.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (1) whether the Team performed consistently with objectives and client commitments; (2)
whether the Teams performance exceeded performance benchmarks over a market cycle; (3) consistency
of performance across accounts with similar profiles; and (4) communication with other portfolio
managers within the research process. Benchmarks for measuring performance can either be broad
based or narrow based indices which will vary based on client expectations. The performance
benchmark for the Tollkeeper Fund is the NASDAQ Composite Index.
The Growth Team also considers each portfolio managers individual performance, his or her
contribution to the overall performance of the strategy long-term and his or her ability to work as
a member of the Team. The Growth Teams decision may also be influenced by the following: the
performance of GSAM, the profitability of Goldman, Sachs & Co. and anticipated compensation levels
among competitor firms.
Quantitative Investment Strategy Team Base Salary and Performance Bonus
. The
Investment Adviser and its Quantitative Investment Strategy Teams (the QIS Team) compensation
packages for its portfolio managers are comprised of a base salary and performance bonus. The
performance bonus is a function of each portfolio managers individual performance; his or her
contribution to the overall performance of QIS Team strategies; and annual revenues in the
investment strategy which in part is derived from advisory fees and, for certain accounts,
performance based fees.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (1) whether the Teams pre-tax performance exceeded performance benchmarks over a one,
three and five year period; (2) whether the portfolio manager managed portfolios within a defined
range around a targeted tracking error and risk budget; (3) consistency of performance across
accounts with similar profiles; and (4) communication with other portfolio managers within the
research process. In addition, the other factors that are also considered when the amount of
performance bonus is determined: (1) whether the Team performed consistently with objectives and
client
B-60
commitments; (2) whether the Team achieved top tier rankings and ratings; and (3) whether
the Team managed all
similarly mandated accounts in a consistent manner. Benchmarks for measuring performance can
either be broad based or narrow based indices which will vary based on client expectations.
The QIS Teams decision may also be influenced by the following: the performance of the
Investment Adviser and anticipated compensation levels among competitive firms.
The benchmark for the Structured Tax-Managed Equity Fund is the Russell 3000 Index, the
benchmarks for the U.S. Equity Dividend and Premium Fund are the S&P 500 Index and Lehman Brothers
Aggregate Bond Index, the benchmark for the Structured International Tax-Managed Equity Fund is the
MSCI EAFE
®
Index (unhedged), and the benchmarks for the International Equity Dividend and Premium
Fund are the MSCI EAFE
®
Index and the Lehman Brothers Aggregate Bond Index.
Real Estate Securities Team Base Salary and Performance Bonus
. The Investment Adviser
and its Real Estate Securities Teams (REIT Team) compensation packages for its portfolio
managers are comprised of a base salary and performance bonus. The performance bonus is a function
of each portfolio managers individual performance; the REIT Teams total revenues for the past
year which is derived from advisory fees; his or her contribution to the overall performance of the
strategy; 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. An individual portfolio managers
compensation depends on his or her contribution to the REIT strategy as well as his or her ability
to work as a member of the Team.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (i) overall portfolio performance; (ii) consistency of performance across accounts with
similar profiles; (iii) compliance with risk budgets; and (iv) communication with other portfolio
managers within the research process. In addition, the following factors involving the overall
performance of the REIT Team are also considered when the amount of performance bonus is
determined: (i) whether the Teams performance exceeded performance benchmark over a three-year
period; (ii) whether the Team performed consistently with objectives and client commitments; and
(iii) whether the Team achieved top tier rankings and ratings.
The benchmark for the Real Estate Securities Fund is the Wilshire Real Estate Securities
Index, and the benchmark for the International Real Estate Securities Fund is the EPRA/NAREIT
Global Real Estate Securities Index (ex-U.S.).
Commodity Strategy Team Base Salary and Performance Bonus
. The Investment Adviser and
its Commodity Strategy Teams compensation packages for its portfolio managers are comprised of a
base salary and performance bonus. The performance bonus is a function of each portfolio managers
individual performance; the Teams total revenues for the past year which is derived from advisory
fees; his or her contribution to the overall performance of the strategy; 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. An individual portfolio managers compensation depends on his or her contribution to
Team strategy as well as his or her ability to work as a member of the Team.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (i) overall portfolio performance; (ii) consistency of performance across accounts with
similar profiles; (iii) compliance with risk budgets; and (iv) communication with other portfolio
managers within the research process. In addition, the following factors involving the overall
performance of the Team are also considered when the amount of performance bonus is determined: (i)
whether the Teams performance exceeded performance benchmark over a three-year period; (ii)
whether the Team performed consistently with objectives and client commitments; and (iii) whether
the Team achieved top tier rankings and ratings. The benchmark for the Commodity Strategy Fund is
the S&P GSCI Commodity Index.
Other Compensation All Teams
. In addition to base salary and performance bonus,
the Investment Adviser has a number of additional benefits/deferred compensation programs for all
portfolio managers in place
B-61
including (i) a 401(k) program that enables employees to direct a
percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a
profit sharing program to which Goldman, Sachs & Co. makes a pretax contribution; and (iii)
investment opportunity programs in which certain professionals are eligible to participate
subject to certain net worth requirements. Portfolio managers may also receive grants of
restricted stock units and/or stock options as part of their compensation.
Certain GSAM portfolio managers may also participate in the firms Partner Compensation Plan,
which covers many of the firms senior executives. In general, under the Partner Compensation
Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of
an equity-based award) that is linked to Goldman Sachs overall financial performance.
Portfolio Managers Portfolio Managers Ownership of Securities in the Funds They Manage
The following table shows the portfolio managers ownership of securities in the Funds they
manage:
|
|
|
|
Name of Portfolio Manager
|
|
Dollar Range of Equity Securities Beneficially Owned by Portfolio Manager*
|
U.S. Equity Dividend and Premium Fund
|
|
|
Robert C. Jones
|
|
U.S. Equity Dividend and Premium Fund: $0
|
Don Mulvihill
|
|
U.S. Equity Dividend and Premium Fund: $121,653
|
|
|
|
Tollkeeper Fund
|
|
|
Steven M. Barry
|
|
Tollkeeper Fund: $67,838
|
Gregory H. Ekizian
|
|
Tollkeeper Fund: $80,970
|
David G. Shell
|
|
Tollkeeper Fund: $59,550
|
|
|
|
Structured Tax-Managed Equity Fund
|
|
|
Robert C. Jones
|
|
Structured Tax-Managed Equity Fund: $100,260
|
Don Mulvihill
|
|
Structured Tax-Managed Equity Fund: $13,148
|
|
|
|
Real Estate Securities Fund
|
|
|
Mark Howard-Johnson
|
|
Real Estate Securities Fund: $290,061
|
David Kruth
|
|
Real Estate Securities Fund: $111,986
|
|
|
|
International Real Estate Securities Fund
|
|
|
Mark Howard-Johnson
|
|
International Real Estate Securities Fund: $0
|
David Kruth
|
|
International Real Estate Securities Fund: $0
|
Tim Hannon
|
|
International Real Estate Securities Fund: $0
|
|
|
|
Commodity Strategy Fund
|
|
|
Jonathan Beinner
|
|
Commodity Strategy Fund: $0
|
Tom Kenny
|
|
Commodity Strategy Fund: $0
|
James B. Clark
|
|
Commodity Strategy Fund: $0
|
Michael Johnson
|
|
Commodity Strategy Fund: $0
|
Stephen Lucas
|
|
Commodity Strategy Fund: $0
|
|
|
|
Structured International Tax-Managed Equity
Fund**
|
|
|
Robert C. Jones
|
|
Structured International Tax-Managed Equity Fund:
|
Mark Carhart
|
|
Structured International Tax-Managed Equity Fund:
|
Don Mulvihill
|
|
Structured International Tax-Managed Equity Fund:
|
|
|
|
International Equity Dividend and Premium Fund**
|
|
|
Mark Carhart
|
|
International Equity Dividend and Premium Fund:
|
Don Mulvihill
|
|
International Equity Dividend and Premium Fund:
|
|
|
|
|
|
*
|
|
This information is as of December 31, 2007.
|
|
**
|
|
The Structured International Tax-Managed Equity and International Equity Dividend and
Premium Funds had not yet commenced operations on December 31, 2007. Consequently the
Portfolio Managers owned no securities issued by the Funds as of December 31, 2007.
|
|
B-62
Distributor and Transfer Agent
Goldman Sachs, 85 Broad Street, New York, New York 10004 serves as the exclusive distributor
of shares of the Funds pursuant to a best efforts arrangement as provided by a distribution
agreement with the Trust on behalf of each Fund. Shares of the Funds are offered and sold on a
continuous basis by Goldman Sachs, acting as agent. Pursuant to the distribution agreement, after
the Prospectuses and periodic reports have been prepared, set in type and mailed to shareholders,
Goldman Sachs will pay for the printing and distribution of copies thereof used in
connection with the offering to prospective investors. Goldman Sachs will also pay for other
supplementary sales literature and advertising costs. Goldman Sachs may enter into sales agreements
with certain investment dealers and other financial service firms (the Authorized Dealers) to
solicit subscriptions for Class A, Class B, Class C, Class R and Class IR Shares of the Funds.
Goldman Sachs receives a portion of the sales charge imposed on the sale, in the case of Class A
Shares, or redemption in the case of Class B and Class C Shares (and in certain cases, Class A
Shares), of such Fund shares.
Goldman Sachs retained approximately the following combined commissions on sales of Class A,
Class B and Class C Shares during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
34,894
|
|
|
$
|
37,500
|
|
|
$
|
6,400
|
|
Tollkeeper Fund
|
|
|
29,688
|
|
|
|
11,300
|
|
|
|
17,300
|
|
Structured Tax-Managed Equity Fund
|
|
|
93,305
|
|
|
|
100,600
|
|
|
|
36,600
|
|
Real Estate Securities Fund
|
|
|
97,977
|
|
|
|
76,600
|
|
|
|
86,600
|
|
International Real Estate Securities
Fund**
|
|
|
152,661
|
|
|
|
6,400
|
|
|
|
|
|
Commodity Strategy Fund***
|
|
|
9,245
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
International Dividend and Premium
Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
|
|
**
|
|
The International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
***
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
Dealer Reallowances.
Class A Shares of the Funds are sold subject to a front-end sales charge,
as described in the prospectuses and in this SAI in the section Shares of the Trust. Goldman
Sachs pays commissions to Authorized Dealers who sell Class A shares of the Funds in the form of a
reallowance of all or a portion of the sales charge paid on the purchase of those shares.
Goldman Sachs reallows the following amounts, expressed as a percentage of each Funds offering
price with respect to purchases under $50,000:
|
|
|
|
|
|
Fund
|
|
|
|
|
U.S. Equity Dividend and Premium Fund
|
|
|
4.48
|
%
|
Tollkeeper Fund
|
|
|
4.79
|
%
|
Structured Tax-Managed Equity Fund
|
|
|
4.65
|
%
|
Real Estate Securities Fund
|
|
|
4.81
|
%
|
International Real Estate Securities Fund
|
|
|
4.79
|
%
|
Commodity Strategy Fund
|
|
|
3.89
|
%
|
Structured International Tax-Managed Equity Fund*
|
|
|
|
|
|
|
|
|
|
International Dividend and Premium Fund*
|
|
|
|
|
|
|
|
|
|
*
|
|
The Structured International Tax-Managed Equity and International Equity
Dividend and Premium Funds had not yet commenced operations as of December
31, 2007.
|
|
Dealer allowances may be changed periodically. During special promotions, the entire sales
charge may be reallowed to Authorized Dealers. Authorized Dealers to whom substantially the entire
sales charge is reallowed may be deemed to be underwriters under the Securities Act of 1933.
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
B-63
with respect to each 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 sub-custodian in connection with redemptions, (iv) provide dividend crediting and
certain disbursing agent services, (v) maintain shareholder accounts, (vi) provide certain state
Blue Sky and other information, (vii) provide shareholders and certain regulatory authorities with
tax related information, (viii) respond to shareholder inquiries, and (ix) render certain other
miscellaneous services. For its transfer agency services, Goldman Sachs is entitled to receive a
transfer agency fee equal, on an annualized basis, to 0.04% of average daily net assets with
respect to each Funds Institutional and Service Shares and 0.19% of average daily net assets with
respect to each Funds Class A, Class B, Class C, Class R and Class IR Shares.
As compensation for the services rendered to the Trust by Goldman Sachs as transfer and
dividend disbursing agent and the assumption by Goldman Sachs of the expenses related thereto,
Goldman Sachs received fees for the fiscal years ended December 31, 2007, December 31, 2006 and
December 31, 2005 from each Fund as follows under the fee schedules then in effect:
B-64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
473,075
|
|
|
$
|
197,844
|
|
|
$
|
10,819
|
|
Class C Shares
|
|
|
25,216
|
|
|
|
8,166
|
|
|
|
239
|
|
Institutional Shares
|
|
|
32,569
|
|
|
|
9,400
|
|
|
|
855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
250,556
|
|
|
$
|
223,646
|
|
|
$
|
253,061
|
|
Class B Shares
|
|
|
185,113
|
|
|
|
201,446
|
|
|
|
261,216
|
|
Class C Shares
|
|
|
105,400
|
|
|
|
105,191
|
|
|
|
127,587
|
|
Institutional Shares
|
|
|
7,637
|
|
|
|
5,081
|
|
|
|
3,905
|
|
Service Shares
|
|
|
141
|
|
|
|
67
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Tax-Managed Equity Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
442,002
|
|
|
$
|
206,035
|
|
|
$
|
95,562
|
|
Class B Shares
|
|
|
44,515
|
|
|
|
47,644
|
|
|
|
48,069
|
|
Class C Shares
|
|
|
59,315
|
|
|
|
48,624
|
|
|
|
41,297
|
|
Institutional Shares
|
|
|
29,736
|
|
|
|
15,279
|
|
|
|
2,866
|
|
Service Shares
|
|
|
173
|
|
|
|
148
|
|
|
|
203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
825,847
|
|
|
$
|
715,186
|
|
|
$
|
530,847
|
|
Class B Shares
|
|
|
37,442
|
|
|
|
42,697
|
|
|
|
43,121
|
|
Class C Shares
|
|
|
44,960
|
|
|
|
43,738
|
|
|
|
35,634
|
|
Institutional Shares
|
|
|
214,596
|
|
|
|
179,371
|
|
|
|
115,707
|
|
Service Shares
|
|
|
4,179
|
|
|
|
3,501
|
|
|
|
1,701
|
|
Class R Shares**
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Class IR Shares**
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate Securities Fund***
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
1,194,438
|
|
|
$
|
94,895
|
|
|
|
|
|
Class C Shares
|
|
|
21,933
|
|
|
|
189
|
|
|
|
|
|
Institutional Shares
|
|
|
231,537
|
|
|
|
27,101
|
|
|
|
|
|
Class IR Shares**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
60,947
|
|
|
|
|
|
|
|
|
|
Class C Shares
|
|
|
166
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
62,725
|
|
|
|
|
|
|
|
|
|
Class R Shares**
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Class IR Shares**
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed Equity
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
|
|
**
|
|
Class R and Class IR Shares of each Fund commenced operations on November 30, 2007.
|
|
|
|
***
|
|
The International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
|
|
The Structured International Tax-Managed Equity Fund and International Equity
Dividend and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
The Trusts distribution and transfer agency agreements each provide that Goldman Sachs may
render similar services to others so long as the services Goldman Sachs provides thereunder are not
impaired thereby. Such agreements also provide that the Trust will indemnify Goldman Sachs against
certain liabilities.
B-65
Expenses
The Trust, on behalf of each Fund, is responsible for the payment of each Funds respective
expenses. The expenses include, without limitation, the fees payable to the Investment Adviser,
service fees and shareholder administration fees paid to Service Organizations, the fees and
expenses of the Trusts custodian and subcustodians, transfer agent fees and expenses, pricing
service fees and expenses, brokerage fees and commissions, filing fees for the registration or
qualification of the Trusts shares under federal or state securities laws, expenses of the
organization of the Funds, fees and expenses incurred by the Trust in connection with membership in
investment company organizations including, but not limited to, the Investment Company Institute,
taxes, interest, costs of liability insurance, fidelity bonds or indemnification, any costs,
expenses or losses arising out of any liability of, or claim for damages or other relief asserted
against, the Trust for violation of any law, legal, tax and auditing fees and expenses (including
the cost of legal and certain accounting services rendered by employees of Goldman Sachs 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, any expenses assumed by a Fund pursuant to its
distribution and service plans, compensation and expenses of its non-interested Trustees, the
fees and expenses of pricing services, dividend expenses on short sales and extraordinary expenses,
if any, incurred by the Trust. Except for fees and expenses under any service plan, shareholder
administration plan or distribution and service plan applicable to a particular class and transfer
agency fees and expenses, all Fund expenses are borne on a non-class specific basis.
The imposition of the Investment Advisers fees, as well as other operating expenses, will
have the effect of reducing the total return to investors. From time to time, the Investment
Adviser may waive receipt of is fees and/or voluntarily assume certain expenses of a Fund, which
would have the effect of lowering that 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 of the Funds (excluding management fees, distribution and service fees,
transfer agency fees and expenses, taxes, interest, brokerage fees and litigation, indemnification,
shareholder proxy meetings and other extraordinary expenses exclusive of any custody and transfer
agent fee credit reductions) to the following annual percentage rates of each Funds average daily
net assets:
|
|
|
|
|
|
Fund
|
|
Other Expenses
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund
|
|
|
0.054
|
%
|
Tollkeeper Fund
|
|
|
0.064
|
%
|
Structured Tax-Managed Equity Fund
|
|
|
0.004
|
%
|
Real Estate Securities Fund
|
|
|
0.004
|
%
|
International Real Estate Securities Fund
|
|
|
0.064
|
%
|
Commodity Strategy Fund
|
|
|
0.044
|
%
|
Structured International Tax-Managed Equity Fund
|
|
|
0.014
|
%
|
International Equity Dividend and Premium Fund
|
|
|
0.054
|
%
|
|
Such reductions or limits, if any, are calculated monthly on a cumulative basis during the
Funds fiscal year and may be discontinued or modified by the Investment Adviser in its discretion
at any time.
Fees and expenses borne by the Funds relating to legal counsel, registering shares of a Fund,
holding meetings and communicating with shareholders may include an allocable portion of the cost
of maintaining an internal legal and compliance department. Each Fund may also bear an allocable
portion of the Investment Advisers costs of performing certain accounting services not being
provided by a Funds custodian.
B-66
Reimbursement and Other Expense Reductions
For the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, the
amounts of certain Other Expenses of each Fund then in existence were reduced or otherwise
limited by the Investment Adviser as follows under the expense limitations with the Funds that were
then in effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31, 2007
|
|
December 31, 2006
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
26,463
|
|
|
$
|
364,203
|
|
|
$
|
131,008
|
|
Tollkeeper Fund
|
|
|
239,175
|
|
|
|
263,005
|
|
|
|
209,250
|
|
Structured Tax-Managed Equity Fund
|
|
|
282,516
|
|
|
|
339,127
|
|
|
|
353,872
|
|
Real Estate Securities Fund
|
|
|
406,330
|
|
|
|
485,261
|
|
|
|
551,319
|
|
International Real Estate Securities
Fund**
|
|
|
225,613
|
|
|
|
239,395
|
|
|
|
|
|
Commodity Strategy Fund***
|
|
|
318,953
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund****
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|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
|
|
**
|
|
The International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
***
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|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
In addition, the Funds have entered into certain expense offset arrangements with the
custodian resulting in a reduction of each Funds expenses. For the fiscal years ended December
31, 2007, December 31, 2006 and December 31, 2005, each Funds custody fees were reduced by the
following approximate amounts under such arrangements:
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|
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|
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|
2007
|
|
2006
|
|
2005
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
1,094
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|
|
$
|
5,117
|
|
|
$
|
558
|
|
Tollkeeper Fund
|
|
|
3,571
|
|
|
|
7,353
|
|
|
|
2,406
|
|
Structured Tax-Managed Equity Fund
|
|
|
595
|
|
|
|
11,843
|
|
|
|
1,094
|
|
Real Estate Securities Fund
|
|
|
533
|
|
|
|
11,774
|
|
|
|
2,182
|
|
International Real Estate Securities Fund**
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund***
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|
|
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed Equity Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
|
|
**
|
|
The International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
***
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
The Funds have also entered into certain expense offset arrangements with the transfer agent
resulting in a reduction of each Funds expenses. For the fiscal year ended December 31, 2007,
each Funds transfer agency fees were reduced by the following approximate amounts under such
arrangement.
B-67
|
|
|
|
|
|
|
|
2007
|
Real Estate Securities Fund
|
|
$
|
24,175
|
|
Tollkeeper Fund
|
|
|
12,726
|
|
Structured Tax-Managed Equity Fund
|
|
|
11,591
|
|
U.S. Equity Dividend and Premium Fund
|
|
|
11,136
|
|
International Real Estate Securities Fund
|
|
|
23,094
|
|
Commodity Strategy Fund*
|
|
|
183
|
|
Structured International Tax-Managed Equity Fund**
|
|
|
|
|
International Equity Dividend and Premium Fund**
|
|
|
|
|
|
|
|
|
|
*
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
**
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
Custodian and Sub-Custodians
JPMorgan Chase, 270 Park Avenue, New York, New York 10017, is the custodian of the Trusts
portfolio securities and cash. JPMorgan Chase also maintains the Trusts accounting records.
JPMorgan Chase may appoint domestic and foreign sub-custodians and use depositories from time to
time to hold securities and other instruments purchased by the Trust in foreign countries and to
hold cash and currencies for the Trust.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110, is the Funds independent
registered public accounting firm. In addition to audit services, PricewaterhouseCoopers LLP
prepares such 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, financier, advisor, market maker, proprietary trader, prime broker,
lender and agent, and has other direct and indirect interests in the global fixed income, currency,
commodity, equity and other markets in which the Funds invest. As a result, The Goldman Sachs
Group, Inc., the asset management division of Goldman Sachs, the Investment Adviser, and their
affiliates, directors, partners, trustees, managers, members, officers and employees (collectively
for purposes of this Potential Conflicts of Interest section, Goldman Sachs), including those
who may be involved in the management, sales, investment activities, business operations or
distribution of the Funds, are engaged in businesses and have interests other than that of managing
the Funds. The Funds will not be entitled to compensation related to such businesses. These
activities and interests include potential multiple advisory, transactional, financial and other
interests in securities, instruments and companies that may be directly or indirectly purchased or
sold by the Funds and their service providers. Such additional businesses and interests may give
rise to potential conflicts of interest. The following is a brief summary description of certain
of these potential conflicts of interest:
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While the Investment Adviser will make decisions for the Funds in accordance with its
obligations to manage the Funds appropriately, the fees, allocations, compensation and
other benefits to Goldman Sachs (including benefits relating to business relationships of
Goldman Sachs) arising from those decisions may be greater as a result of certain
portfolio, investment, service provider or other decisions made by the Investment Adviser
than they would have been had other decisions been made which also might have been
appropriate for the Funds.
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|
Goldman Sachs, its sales personnel and other financial service providers may have
conflicts associated with their promotion of the Funds or other dealings with the Funds
that would create incentives for them to promote the Funds.
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B-68
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|
|
|
While the allocation of investment opportunities among Goldman Sachs, the Funds 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
their sole discretion in a manner that the Investment Adviser considers to be reasonable
and consistent with their fiduciary obligations to the Funds and the other funds and
accounts.
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|
The Investment Adviser will give advice to and make investment decisions for the Funds
as it believes is in the fiduciary interests of the Funds. Advice given to the Funds or
investment decisions made for the Funds may differ from, and may conflict with, advice
given or investment decisions made for Goldman Sachs or other funds or accounts. For
example, other funds or accounts managed by the Investment Adviser may sell short
securities of an issuer in which the Funds have 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 Funds, and actions taken by the Funds may benefit Goldman Sachs or
other funds or accounts.
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|
The Investment Adviser may buy for the Funds 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 Funds. For
example, a 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 Funds 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
Funds 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 Funds may enter into transactions in
which Goldman Sachs acts as principal, or in which Goldman Sachs acts on behalf of the
Funds and the other parties to such transactions. Goldman Sachs will have potentially
conflicting interests in connection with such transactions.
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|
|
Goldman Sachs may act as broker, dealer, agent, lender or otherwise for the Funds and
will retain all commissions, fees and other compensation in connection therewith.
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|
|
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|
Securities traded for the Funds may, but are not required to, be aggregated with trades
for other funds or accounts managed by Goldman Sachs. When transactions are aggregated but
it is not possible to receive the same price or execution on the entire volume of
securities purchased or sold, the various prices may be averaged, and the Funds will be
charged or credited with the average price. Thus, the effect of the aggregation may
operate on some occasions to the disadvantage of the Funds.
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|
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|
Products and services received by the Investment Adviser or its affiliates from brokers
in connection with brokerage services provided to the Funds and other funds or accounts
managed by Goldman Sachs may disproportionately benefit other of such funds and accounts
based on the relative amounts of brokerage services provided to the Funds and such other
funds and accounts.
|
B-69
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|
|
|
While the Investment Adviser will make proxy voting decisions as it believes appropriate
under its fiduciary duties to the Funds and in accordance with the Investment Advisers
policies designed to help avoid conflicts of interest, proxy voting decisions made by the
Investment Adviser with respect to a Funds portfolio securities may also favor the
interests of other clients or businesses of other divisions or units of Goldman Sachs.
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|
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|
|
|
Regulatory restrictions (including relating to the aggregation of positions among
different funds and accounts) and internal Goldman Sachs policies may restrict investment
activities of the Funds. Information held by Goldman Sachs could have the effect of
restricting investment activities of the Funds.
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Prospective investors should carefully review the following section of this document which
more fully describes these and other potential conflicts of interest presented by Goldman Sachs
other businesses and interests.
As a registered investment adviser under the Advisers Act, the Investment Adviser is required
to file a Form ADV with the SEC. Form ADV contains information about assets under management,
types of fee arrangements, types of investments, potential conflicts of interest, and other
relevant information regarding the Investment Adviser. A copy of Part 1 of the Investment
Advisers Form ADV is available on the SECs website (www.adviserinfo.sec.gov).
Potential Conflicts Relating to Portfolio Decisions, the Sale of Fund Shares and the Allocation
of Investment Opportunities
Goldman Sachs Other Activities May Have an Impact on the Funds
The Investment Adviser makes decisions for the Funds in accordance with its obligations as the
Investment Adviser of the Funds. However, Goldman Sachs other activities may have a negative
effect on the Funds. As a result of the various activities and interests of Goldman Sachs as
described in the first paragraph under Summary above, it is likely that the Funds will have
multiple business relationships with and will invest in, engage in transactions with, make voting
decisions with respect to, or obtain services from entities for which Goldman Sachs performs or
seeks to perform investment banking or other services. It is also likely that the Funds will
undertake transactions in securities in which Goldman Sachs makes a market or otherwise has other
direct or indirect interests. In addition, while the Investment Adviser will make decisions for
the Funds in accordance with its obligations to manage the Funds appropriately, the fees,
allocations, compensation and other benefits (including benefits relating to business relationships
of Goldman Sachs) arising from those decisions may be greater as a result of certain portfolio,
investment, service provider or other decisions made by the Investment Adviser for the Funds than
they would have been had other decisions been made which also might have been appropriate for the
Funds.
Goldman Sachs conducts extensive broker-dealer, banking and other activities around the world
and operates a business known as Goldman Sachs Security Services (GSS) which provides prime
brokerage, administrative and other services to clients which may involve funds, markets and
securities in which the Funds invest. These businesses will give GSS and many other parts of
Goldman Sachs broad access to the current status of certain markets, investments and funds and
detailed knowledge about fund operators. In addition, with respect to advisory account that
invests in funds, given Goldman Sachs scale of activity in the prime brokerage market, it is
likely that Goldman Sachs will act as a prime broker to one or more funds in which such advisory
account may invest, in which case Goldman Sachs will have direct knowledge concerning the
investments and transactions of such funds. As a result of the activities described in this
paragraph and the access and knowledge arising from those activities, parts of Goldman Sachs may be
in possession of information in respect of markets, investments and funds, which, if known to the
Investment Adviser, might cause the Investment Adviser to seek to dispose of, retain or increase
interests in investments held by the Funds or acquire certain positions on behalf of the Funds.
Goldman Sachs will be under no duty to make any such information available to the Funds or
personnel of the Investment Adviser making investment decisions on behalf of the Funds. In
general, personnel of the Investment Adviser making investment decisions will make decisions based
solely upon information known by such decision makers without regard to information known by other
Goldman Sachs personnel.
B-70
Goldman Sachs Financial and Other Interests and Relationships May Incentivize Goldman Sachs
to Promote the Sale of Fund Shares
Goldman Sachs, its personnel and other financial service providers, have interests in
promoting sales of the Funds. With respect to both Goldman Sachs and its personnel, the
remuneration and profitability relating to services to and sales of the Funds or other products may
be greater than the remuneration and profitability relating to services to and sales of other
products that might be provided or offered. Goldman Sachs and its sales personnel may directly or
indirectly receive a portion of the fees and commissions charged to the Funds or their
shareholders. Goldman Sachs and its advisory or other personnel may also benefit from increased
amounts of assets under management. Fees and commissions may also be higher than for other products
or services, and the remuneration and profitability to Goldman Sachs and such personnel resulting
from transactions on behalf of or management of the Funds may be greater than the remuneration and
profitability resulting from other funds or products.
Conflicts may arise in relation to sales-related incentives. Goldman Sachs and its personnel
may receive greater compensation or greater profit in connection with the Funds than with an
account advised by an unaffiliated investment adviser. Differentials in compensation may be related
to the fact that Goldman Sachs may pay a portion of its advisory fee to the unaffiliated investment
adviser, or to other compensation arrangements, including for portfolio management, brokerage
transactions or account servicing. Any differential in compensation may create a financial
incentive on the part of Goldman Sachs and its personnel to recommend the Funds over other accounts
or products managed by unaffiliated investment advisers or to effect transactions differently in
the Funds as compared to other accounts or products.
Goldman Sachs may also have relationships with, and purchase, or distribute or sell, services
or products from or to, distributors, consultants and others who recommend the Funds, or who engage
in transactions with or for the Funds. For example, Goldman Sachs regularly participates in
industry and consultant sponsored conferences and may purchase educational, data related or other
services from consultants or other third parties that it deems to be of value to its personnel and
its business. The products and services purchased from consultants may include, but are not
limited to, those that help Goldman Sachs understand the consultants points of view on the
investment management process. Consultants and other parties that provide consulting or other
services to potential investors in the Funds may receive fees from Goldman Sachs or the Funds in
connection with the distribution of shares in the Funds or other Goldman Sachs products. For
example, Goldman Sachs may enter into revenue or fee sharing arrangements with consultants, service
providers, and other intermediaries relating to investments in mutual funds, collective trusts, or
other products or services offered or managed by the Investment Adviser. Goldman Sachs may also
pay a fee for membership in industry-wide or state and municipal organizations or otherwise help
sponsor conferences and educational forums for investment industry participants including, but not
limited to, trustees, fiduciaries, consultants, administrators, state and municipal personnel and
other clients. Goldman Sachs membership in such organizations allows Goldman Sachs to participate
in these conferences and educational forums and helps Goldman Sachs interact with conference
participants and to develop an understanding of the points of view and challenges of the conference
participants. In addition, Goldman Sachs personnel, including employees of Goldman Sachs, may have
board, advisory, brokerage or other relationships with issuers, distributors, consultants and
others that may have investments in the Funds or that may recommend investments in the Funds. In
addition, Goldman Sachs, including the Investment Adviser, may make charitable contributions to
institutions, including those that have relationships with clients or personnel of clients.
Goldman Sachs personnel may also make political contributions. As a result of the relationships
and arrangements described in this paragraph, consultants, distributors and other parties may have
conflicts associated with their promotion of the Funds or other dealings with the Funds that create
incentives for them to promote the Funds or certain portfolio transactions.
To the extent permitted by applicable law, Goldman Sachs may make payments to authorized
dealers and other financial intermediaries (Intermediaries) from time to time to promote the
Funds, Client/GS Accounts (defined below) and other products. In addition to placement fees, sales
loads or similar distribution charges, such payments may be made out of Goldman Sachs assets, or
amounts payable to Goldman Sachs rather than a separately identified charge to the Funds, Client/GS
Accounts or other products. Such payments may compensate Intermediaries for, among other things:
marketing the Funds, Client/GS Accounts and other products; access to the Intermediaries
registered representatives or salespersons, including at conferences and other meetings; assistance
in training and education of personnel; marketing support; and/or other specified services intended
to assist in the
B-71
distribution and marketing of the Funds, Client/GS Accounts and other products.
The payments may also, to the
extent permitted by applicable regulations, contribute to various non-cash and cash incentive
arrangements to promote certain products, as well as sponsor various educational programs, sales
contests and/or promotions. The additional payments by Goldman Sachs may also compensate
Intermediaries for subaccounting, administrative and/or shareholder processing services that are in
addition to the fees paid for these services by such products.
The payments made by Goldman Sachs may be different for different Intermediaries. The
presence of these payments and the basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a particular Intermediary, registered
representative or salesperson to highlight, feature or recommend certain products based, at least
in part, on the level of compensation paid.
Potential Conflicts Relating to the Allocation of Investment Opportunities Among the Funds
and Other Goldman Sachs Accounts
Goldman Sachs has potential conflicts in connection with the allocation of investments or
transaction decisions for the Funds, including in situations in which Goldman Sachs or its
personnel (including personnel of the Investment Adviser) have interests. For example, the Funds
may be competing for investment opportunities with current or future accounts or funds managed or
advised by Goldman Sachs (including the Investment Adviser). These accounts or funds may provide
greater fees or other compensation (including performance based fees) to Goldman Sachs (including
the Investment Adviser) or in which Goldman Sachs (including the Investment Adviser) or its
personnel have an interest (collectively, the Client/GS Accounts).
Goldman Sachs may manage or advise Client/GS Accounts that have investment objectives that are
similar to those of the Funds and/or may seek to make investments in securities or other
instruments in which the Funds may invest. This will create potential conflicts and potential
differences among the Funds and other Client/GS Accounts, particularly where there is limited
availability or limited liquidity for those investments. Such limited availability situations may
exist, without limitation, in local and emerging markets, regulated industries, research and
development trades, relative value or paired trades, IPO/new issues and limited issues. The
Investment Adviser has developed policies and procedures that provide that it will allocate
investment opportunities and make purchase and sale decisions among the Funds and other Client/GS
Accounts in a manner that it considers, in its sole discretion and consistent with its fiduciary
obligation to each Client/GS Account, to be reasonable. Allocations may be based on numerous
factors and may not always be pro rata based on assets managed.
The Investment Adviser will make allocation-related decisions for the Funds and other
Client/GS Accounts with reference to numerous factors that may include, without limitation, (i)
account investment horizons, investment objectives and guidelines; (ii) different levels of
investment for different strategies; (iii) client-specific investment guidelines and restrictions;
(iv) fully directed brokerage accounts; (v) tax sensitivity of accounts; (vi) suitability
requirements; (vii) account turnover guidelines; (viii) availability of cash for investment; (ix)
relative sizes and expected future sizes of applicable accounts; and/or (x) availability of other
investment opportunities. Suitability considerations can include without limitation (i) relative
attractiveness of a security to different accounts; (ii) concentration of positions in an account;
(iii) appropriateness of a security for the benchmark of an account; (iv) an accounts risk
tolerance, risk parameters and strategy allocations; (v) use of the opportunity as a replacement
for a security the Investment Adviser believes to be attractive for an account but that for some
reason cannot be held in the account; (vi) the need to hedge a short position in a pair trade;
and/or (vii) the need to give a subset of accounts exposure to an industry. In addition to
allocations of limited availability investments, the Investment Adviser may, from time to time,
develop and implement new investment opportunities and/or trading strategies, and these strategies
may not be allocated among all accounts (including the Fund) or pro rata, even if the strategy is
consistent with objectives of all accounts. The Investment Adviser may make decisions based on
such factors as strategic fit and other portfolio management considerations, including, without
limitation, an accounts capacity for such strategy, the liquidity of the strategy and its
underlying instruments, the accounts liquidity, the business risk of the strategy relative to the
accounts overall portfolio make-up, and the lack of efficacy of, or return expectations from, the
strategy for the account, and such other factors as the Investment Adviser deems relevant in its
sole discretion. For example, such a determination may, but will not necessarily, include
consideration of the fact that a particular strategy will not have a meaningful impact on an
account given the overall size of the account, the limited
B-72
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 Funds and other Client/GS Accounts may create potential
conflicts of interest because of the interests of Goldman Sachs or its personnel or because Goldman
Sachs may receive greater fees or compensation from one of the Client/GS Accounts allocations, the
Investment Adviser will not make allocation decisions based on such interests or greater fees or
compensation.
Allocation decisions among accounts may be more or less advantageous to any one account or
group of accounts. As a result of the above, the Investment Adviser may determine that investment
opportunities, strategies or particular purchases or sales are appropriate for one or more
Client/GS Accounts or for itself or an affiliate, but not for the Funds, or are appropriate for, or
available to, the Funds but in different sizes, terms or timing than is appropriate for other
Client/GS Accounts, or may determine not to allocate to or purchase or sell for Client/GS Accounts
all investment transactions for which Client/GS Accounts may be eligible. Therefore, the amount,
timing, structuring or terms of an investment by the Funds may differ from, and performance may be
lower than, investments and performance of other Client/GS Accounts.
The Investment Adviser and/or its affiliates manage accounts of clients of Goldman Sachs
Private Wealth Management (PWM) business. Such PWM clients receive advice from Goldman Sachs by
means of separate accounts (PWM Separate Accounts). With respect to the Funds, the Investment
Adviser may follow a strategy that is expected to be similar over time to that delivered by the PWM
Separate Accounts. Each of the Funds and the PWM Separate Account Clients are subject to
independent management and, given the independence in the implementation of advice to these
accounts, there can be no warranty that such investment advice will be implemented simultaneously.
Neither the Investment Adviser (in the case of the Funds) nor its affiliates (in the case of PWM
Separate Accounts), will know when advice issued has been executed (if at all) and, if so, to what
extent. While each will use reasonable endeavors to procure timely execution, it is possible that
prior execution for or on behalf of the PWM Separate Accounts could adversely affect the prices and
availability of the securities, currencies and instruments in which the Funds invest.
Other Potential Conflicts Relating to the Management of the Funds by the Investment Adviser
Potential Restrictions and Issues Relating to Information Held by Goldman Sachs
From time to time and subject to the Investment Advisers policies and procedures regarding
information barriers, the Investment Adviser may consult with personnel in other areas of Goldman
Sachs, or with persons unaffiliated with Goldman Sachs, or may form investment policy committees
comprised of such personnel. The performance by such persons of obligations related to their
consultation with personnel of the Investment Adviser could conflict with their areas of primary
responsibility within Goldman Sachs or elsewhere. In connection with their activities with the
Investment Adviser, such persons may receive information regarding the Investment Advisers
proposed investment activities of the Funds that is not generally available to the public. There
will be no obligation on the part of such persons to make available for use by the Funds any
information or strategies known to them or developed in connection with their own client,
proprietary or other activities. In addition, Goldman Sachs will be under no obligation to make
available any research or analysis prior to its public dissemination.
The Investment Adviser makes decisions for the Funds based on the Funds investment programs.
The Investment Adviser from time to time may have access to certain fundamental analysis and
proprietary technical models developed by Goldman Sachs and its personnel. Goldman Sachs will not
be under any obligation, however, to effect transactions on behalf of the Funds in accordance with
such analysis and models.
In addition, Goldman Sachs has no obligation to seek information or to make available to or
share with the Funds any information, investment strategies, opportunities or ideas known to
Goldman Sachs personnel or developed or used in connection with other clients or activities.
Goldman Sachs and certain of its personnel, including the Investment Advisers personnel or other
Goldman Sachs personnel advising or otherwise providing services to the Funds, may be in possession
of information not available to all Goldman Sachs personnel, and such personnel may act on the
basis of such information in ways that have adverse effects on the Funds.
B-73
From time to time, Goldman Sachs may come into possession of material, non-public information
or other information that could limit the ability of the Funds to buy and sell investments. The
investment flexibility of the
Funds may be constrained as a consequence. The Investment Adviser generally is not permitted to
obtain or use material non-public information in effecting purchases and sales in public securities
transactions for the Funds.
Potential Conflicts Relating to Goldman Sachs and the Investment Advisers Proprietary
Activities and Activities On Behalf of Other Accounts
The results of the investment activities of the Funds may differ significantly from the
results achieved by Goldman Sachs for its proprietary accounts and from the results achieved by
Goldman Sachs for other Client/GS Accounts. The Investment Adviser will manage the Funds and the
other Client/GS Accounts it manages in accordance with 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 Funds, or may involve a different timing or nature of action than with respect to
the Funds.
Transactions undertaken by Goldman Sachs or Client/GS Accounts may adversely impact the Funds.
Goldman Sachs and one or more Client/GS Accounts may buy or sell positions while the Funds are
undertaking the same or a differing, including potentially opposite, strategy, which could
disadvantage the Funds. For example, a Fund may buy a security and Goldman Sachs or Client/GS
Accounts may establish a short position in that same security. The subsequent short sale may
result in impairment of the price of the security which the Fund holds. Conversely, the Fund may
establish a short position in a security and Goldman Sachs or other Client/GS Accounts may buy that
same security. The subsequent purchase may result in an increase of the price of the underlying
position in the short sale exposure of the Fund and such increase in price would be to the Funds
detriment. Conflicts may also arise because portfolio decisions regarding a 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 a Fund may impair the price of the same security sold short by
(and therefore benefit) Goldman Sachs or other Client/GS Accounts, and the purchase of a security
or covering of a short position in a security by a Fund may increase the price of the same security
held by (and therefore benefit) Goldman Sachs or other Client/GS Accounts.
In addition, transactions in investments by one or more Client/GS Accounts and Goldman Sachs
may have the effect of diluting or otherwise disadvantaging the values, prices or investment
strategies of a Fund, particularly, but not limited to, in small capitalization, emerging market or
less liquid strategies. This may occur when portfolio decisions regarding a Fund are based on
research or other information that is also used to support portfolio decisions for other Client/GS
Accounts. When Goldman Sachs or a Client/GS Account implements a portfolio decision or strategy
ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Funds
(whether or not the portfolio decisions emanate from the same research analysis or other
information), market impact, liquidity constraints, or other factors could result in the Fund
receiving less favorable trading results and the costs of implementing such portfolio decisions or
strategies could be increased or the Fund could otherwise be disadvantaged. Goldman Sachs may, in
certain cases, elect to implement internal policies and procedures designed to limit such
consequences to Client/GS Accounts, which may cause a Fund to be unable to engage in certain
activities, including purchasing or disposing of securities, when it might otherwise be desirable
for it to do so.
As noted above, the Investment Adviser may, but is not required to aggregate purchase or sale
orders for the Funds with trades for other funds or accounts managed by Goldman Sachs, including
Client/GS Accounts. When orders are aggregated for execution, it is possible that GS and GS
employee interests will receive benefits from such transactions, even in limited capacity
situations. While the Investment Adviser maintains policies and procedures that it believes are
reasonably designed to deal with conflicts of interest that may arise in certain situations when
purchase or sale orders for the Funds are aggregated for execution with orders for Client/GS
Accounts, in some cases the Investment Adviser will make allocations to accounts in which Goldman
Sachs and/or employees have an interest.
The Investment Adviser has established a trade sequencing and rotation policy for certain U.S.
equity client accounts (including the Funds) and wrap fee accounts. The Investment Adviser does
not generally aggregate
B-74
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 Funds, 10% of the time. Other accounts, including the Funds, currently
trade before wrap accounts 90% of the time. This is reflected in a ten week trade rotation
schedule. The Investment Adviser may deviate from the rotation schedule under certain
circumstances. These include situations, for example, where in the Investment Advisers view it is
not practical for the wrap fee accounts to participate in certain types of trades or when there are
unusually long delays in a given wrap sponsors execution of a particular trade. In addition, a
portfolio management team may provide instructions simultaneously regarding the placement of a
trade in lieu of the rotation schedule if the trade represents a relatively small proportion of the
average daily trading volume of the relevant security.
The directors, officers and employees of Goldman Sachs, including the Investment Adviser, may
buy and sell securities or other investments for its own accounts (including through investment
funds managed by Goldman Sachs, including the Investment Adviser). As a result of differing
trading and investment strategies or constraints, positions may be taken by directors, officers and
employees that are the same, different from or made at different times than positions taken for the
Funds. To reduce the possibility that the Funds will be materially adversely affected by the
personal trading described above, each of the Funds and Goldman Sachs, as each Funds Investment
Adviser and distributor, has established policies and procedures that restrict securities trading
in the personal accounts of investment professionals and others who normally come into possession
of information regarding the Funds portfolio transactions. Each of the Funds and Goldman Sachs,
as each Funds Investment Adviser and distributor, has adopted a code of ethics (collectively, the
Codes of Ethics) in compliance with Section 17(j) of the Act and monitoring procedures relating
to certain personal securities transactions by personnel of the Investment Adviser which the
Investment Adviser deems to involve potential conflicts involving such personnel, Client/GS
Accounts managed by the Investment Adviser and the Funds. The Codes of Ethics require that
personnel of the Investment Adviser comply with all applicable federal securities laws and with the
fiduciary duties and anti-fraud rules to which the Investment Adviser is subject. The Codes of
Ethics can be reviewed and copied at the SECs Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. The Codes of Ethics are also available on the EDGAR Database on the SECs Internet
site at http://www.sec.gov. Copies may also be obtained after paying a duplicating fee by writing
the SECs Public Reference Section, Washington, DC 20549-0102, or by electronic request to
publicinfo@sec.gov.
Clients of Goldman Sachs (including Client/GS Accounts) may have, as a result of receiving
client reports or otherwise, access to information regarding the Investment Advisers transactions
or views which may affect such clients transactions outside of accounts controlled by personnel of
the Investment Adviser, and such transactions may negatively impact the performance of the Funds.
The Funds may also be adversely affected by cash flows and market movements arising from purchase
and sales transactions, as well as increases of capital in, and withdrawals of capital from, other
Client/GS Accounts. These effects can be more pronounced in thinly traded and less liquid markets.
The Investment Advisers management of the Funds may benefit Goldman Sachs. For example, the
Funds may, subject to applicable law, invest directly or indirectly in the securities of companies
affiliated with Goldman Sachs or which Goldman Sachs has an equity, debt or other interest. In
addition, to the extent permitted by applicable law, the Funds may engage in investment
transactions which may result in other Client/GS Accounts being relieved of obligations or
otherwise divesting of investments or cause the Funds to have to divest certain investments. The
purchase, holding and sale of investments by the Funds may enhance the profitability of Goldman
Sachs or other Client/GS Accounts own investments in and its activities with respect to such
companies.
Goldman Sachs and one or more Client/GS Accounts (including the Funds) may also invest in
different classes of securities of the same issuer. As a result, one or more Client/GS Accounts
may pursue or enforce rights with respect to a particular issuer in which a 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 a 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
B-75
prefer a reorganization of the issuer. A Fund may be negatively impacted by Goldman Sachs and
other Client/GS Accounts activities, and transactions for the Fund may be impaired or effected at
prices or terms that may be less favorable than would otherwise have been the case had Goldman
Sachs and other Client/GS Accounts not pursued a particular course of action with respect to the
issuer of the securities. In addition, in certain instances personnel of the Investment Adviser
may obtain information about the issuer that would be material to the management of other
Client/GS Accounts which could limit the ability of personnel of the Investment Adviser to buy or
sell securities of the issuer on behalf of the Funds.
Goldman Sachs may create, write, sell or issue, or act as placement agent or distributor of,
derivative instruments with respect to the Funds or with respect to underlying securities,
currencies or instruments of the Funds, or which may be otherwise based on the performance of the
Funds. In addition, to the extent permitted by applicable law, Goldman Sachs (including its
personnel or Client/GS Accounts) may invest in the Funds, may hedge its derivative positions by
buying or selling shares of the Funds, and reserves the right to redeem some or all of its
investments at any time. These investments and redemptions may be significant and may be made
without notice to the shareholders. The structure or other characteristics of the derivative
instruments may have an adverse effect on the Funds. For example, the derivative instruments could
represent leveraged investments in the Funds, and the leveraged characteristics of such investments
could make it more likely, due to events of default or otherwise, that there would be significant
redemptions of interests from the Funds more quickly than might otherwise be the case. Goldman
Sachs, acting in commercial capacities in connection with such derivative instruments, may in fact
cause such a redemption. This may have an adverse effect on the investment management and
positions, flexibility and diversification strategies of the Funds and on the amount of fees,
expenses and other costs incurred directly or indirectly for the account of the Funds.
Potential Conflicts in Connection with Investments in Goldman Sachs Money Market Funds
To the extent permitted by applicable law, a Fund may invest all or some of its short term
cash investments in any money market fund advised or managed by Goldman Sachs. In connection with
any such investments, a Fund, to the extent permitted by the Act, will pay its share of all
expenses (other than advisory and administrative fees) of a money market fund in which it invests
which may result in a Fund bearing some additional expenses.
Goldman Sachs May In-Source or Outsource
Subject to applicable law, Goldman Sachs, including the Investment Adviser, may from time to
time and without notice to investors in-source or outsource certain processes or functions in
connection with a variety of services that it provides to the Funds in its administrative or other
capacities. Such in-sourcing or outsourcing may give rise to additional conflicts of interest.
Potential Conflicts That May Arise When Goldman Sachs Acts in a Capacity Other Than Investment
Adviser to the Funds
To the extent permitted by applicable law, the Funds may enter into transactions and invest in
futures, securities, currencies, swaps, options, forward contracts or other instruments in which
Goldman Sachs acting as principal or on a proprietary basis for its customers, serves as the
counterparty. The Funds may also enter into cross transactions in which Goldman Sachs acts on
behalf of the Fund and for the other party to the transaction. Goldman Sachs may have a
potentially conflicting division of responsibilities to both parties to a cross transaction. For
example, Goldman Sachs may represent both a Fund and another Client/GS Account in connection with
the purchase of a security by the Fund, and Goldman Sachs may receive compensation or other
payments from either or both parties, which could influence the decision of Goldman Sachs to cause
the Fund to purchase such security. The Funds may engage in principal or cross transactions to the
extent permitted by applicable law.
Goldman Sachs may act as broker, dealer, agent, lender or advisor or in other commercial
capacities for the Funds. It is anticipated that the commissions, mark-ups, mark-downs, financial
advisory fees, underwriting and placement fees, sales fees, financing and commitment fees,
brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by Goldman
Sachs will be in its view commercially reasonable, although Goldman Sachs, including its sales
personnel, will have an interest in obtaining fees and other amounts that are
B-76
favorable to Goldman
Sachs and such sales personnel. The Funds may, to the extent permitted by applicable law, borrow
funds from Goldman Sachs at rates and on other terms arranged with Goldman Sachs.
Goldman Sachs may be entitled to compensation when it acts in capacities other than as the
Investment Adviser, and the Funds will not be entitled to any such compensation. For example,
Goldman Sachs (and its personnel and other distributors) will be entitled to retain fees and other
amounts that it receives in connection with
its service to the Funds as broker, dealer, agent, lender, advisor or in other commercial
capacities and no accounting to the Funds or their shareholders will be required, and no fees or
other compensation payable by the Funds or their shareholders will be reduced by reason of receipt
by Goldman Sachs of any such fees or other amounts.
When Goldman Sachs acts as broker, dealer, agent, lender or advisor or in other commercial
capacities in relation to the Funds, Goldman Sachs may take commercial steps in its own interests,
which may have an adverse effect on the Funds. For example, in connection with lending
arrangements involving the Funds, Goldman Sachs may require repayment of all or part of a loan at
any time or from time to time.
The Funds will be required to establish business relationships with their counterparties based
on their own credit standing. Goldman Sachs, including the Investment Adviser, will not have any
obligation to allow its credit to be used in connection with the Funds establishment of their
business relationships, nor is it expected that the Funds counterparties will rely on the credit
of Goldman Sachs in evaluating the Funds creditworthiness.
Potential Conflicts in Connection with Brokerage Transactions and Proxy Voting
To the extent permitted by applicable law, purchases and sales of securities for a Fund may be
bunched or aggregated with orders for other Client/GS Accounts. The Investment Adviser and its
affiliates, however, are not required to bunch or aggregate orders if portfolio management
decisions for different accounts are made separately, or if they determine that bunching or
aggregating is not practicable, required or with cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or
execution on the entire volume of securities purchased or sold. When this occurs, the various
prices may be averaged, and the Funds will be charged or credited with the average price. Thus,
the effect of the aggregation may operate on some occasions to the disadvantage of the Funds. In
addition, under certain circumstances, the Funds will not be charged the same commission or
commission equivalent rates in connection with a bunched or aggregated order. Time zone
differences, separate trading desks or portfolio management processes in a global organization may,
among other factors, result in separate, non-aggregated executions.
The Investment Adviser may select brokers (including, without limitation, affiliates of the
Investment Adviser) that furnish the Investment Adviser, the Funds, other Client/GS Accounts or
their affiliates or personnel, directly or through correspondent relationships, with research or
other appropriate services which provide, in the Investment Advisers view, appropriate assistance
to the Investment Adviser in the investment decision-making process (including with respect to
futures, fixed-price offerings and over-the-counter transactions). Such research or other services
may include, to the extent permitted by law, research reports on companies, industries and
securities; economic and financial data; financial publications; proxy analysis; trade industry
seminars; computer databases; quotation equipment and services; and research-oriented computer
hardware, software and other services and products. Research or other services obtained in this
manner may be used in servicing any or all of the Funds and other Client/GS Accounts, including in
connection with Client/GS Accounts other than those that pay commissions to the broker relating to
the research or other service arrangements. Such products and services may disproportionately
benefit other Client/GS Accounts relative to the Funds based on the amount of brokerage commissions
paid by the Funds and such other Client/GS Accounts. For example, research or other services that
are paid for through one clients commissions may not be used in managing that clients account.
In addition, other Client/GS Accounts may receive the benefit, including disproportionate benefits,
of economies of scale or price discounts in connection with products and services that may be
provided to the Funds and to such other Client/GS Accounts. To the extent that the Investment
Adviser uses soft dollars, it will not have to pay for those products and services itself. The
Investment Adviser may receive research that is bundled with the trade execution, clearing, and/or
settlement services provided by a particular broker-dealer. To the extent that the Investment
Adviser receives research on this basis, many of the same conflicts related to traditional soft
dollars may exist. For example, the
B-77
research effectively will be paid by client commissions that
also will be used to pay for the execution, clearing, and settlement services provided by the
broker-dealer and will not be paid by the Investment Adviser.
The Investment Adviser may endeavor to execute trades through brokers who, pursuant to such
arrangements, provide research or other services in order to ensure the continued receipt of
research or other services the Investment Adviser believes are useful in its investment
decision-making process. The Investment Adviser may from time to time choose not to engage in the
above described arrangements to varying degrees.
The Investment Adviser has adopted policies and procedures designed to prevent conflicts of
interest from influencing proxy voting decisions that its makes on behalf of advisory clients,
including the Funds, and to help ensure that such decisions are made in accordance with the
Investment Advisers fiduciary obligations to its clients. Nevertheless, notwithstanding such
proxy voting policies and procedures, actual proxy voting decisions of the Investment Adviser may
have the effect of favoring the interests of other clients or businesses of other divisions or
units of Goldman Sachs and/or its affiliates provided that the Investment Adviser believes such
voting decisions to be in accordance with its fiduciary obligations. For a more detailed
discussion of these policies and procedures, see the section of this SAI entitled Proxy Voting.
Potential Regulatory Restrictions on Investment Adviser Activity
From time to time, the activities of a Fund may be restricted because of regulatory
requirements applicable to Goldman Sachs and/or its internal policies designed to comply with,
limit the applicability of, or otherwise relate to such requirements. A client not advised by
Goldman Sachs would not be subject to some of those considerations. There may be periods when the
Investment Adviser may not initiate or recommend certain types of transactions, or may otherwise
restrict or limit its advice in certain securities or instruments issued by or related to companies
for which Goldman Sachs is performing investment banking, market making or other services or has
proprietary positions. For example, when Goldman Sachs is engaged in an underwriting or other
distribution of securities of, or advisory services for, a company, the Funds may be prohibited
from or limited in purchasing or selling securities of that company. Similar situations could
arise if Goldman Sachs personnel serve as directors of companies the securities of which the Funds
wish to purchase or sell. The larger the Investment Advisers investment advisory business and
Goldman Sachs businesses, the larger the potential that these restricted list policies will impact
investment transactions. However, if permitted by applicable law, the Funds may purchase
securities or instruments that are issued by such companies or are the subject of an underwriting,
distribution, or advisory assignment by Goldman Sachs, or in cases in which Goldman Sachs personnel
are directors or officers of the issuer.
The investment activities of Goldman Sachs for its proprietary accounts and for Client/GS
Accounts may also limit the investment strategies and rights of the Funds. For example, in
regulated industries, in certain emerging or international markets, in corporate and regulatory
ownership definitions, and in certain futures and derivative transactions, there may be limits on
the aggregate amount of investment by affiliated investors that may not be exceeded without the
grant of a license or other regulatory or corporate consent or, if exceeded, may cause Goldman
Sachs, the Funds or other Client/GS Accounts to suffer disadvantages or business restrictions. If
certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability
of the Investment Adviser on behalf of clients (including the Funds) to purchase or dispose of
investments, or exercise rights or undertake business transactions, may be restricted by regulation
or otherwise impaired. As a result, the Investment Adviser on behalf of clients (including the
Funds) may limit purchases, sell existing investments, or otherwise restrict or limit the exercise
of rights (including voting rights) when the Investment Adviser, in its sole discretion, deems it
appropriate.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Investment Adviser is responsible for decisions to buy and sell securities for the Funds,
the selection of brokers and dealers to effect the transactions and the negotiation of brokerage
commissions, if any. Purchases and sales of securities on a securities exchange are effected
through brokers who charge a negotiated commission for their services. Increasingly, securities
traded over-the-counter also involve the payment of negotiated brokerage commissions. Orders may
be directed to any broker including, to the extent and in the manner permitted by applicable law,
Goldman Sachs.
B-78
In the over-the-counter market, most securities have historically traded on a net basis with
dealers acting as principal for their own accounts without a stated commission, although the price
of a security usually includes a profit to the dealer. In underwritten offerings, securities are
purchased at a fixed price which includes an amount of compensation to the underwriter, generally
referred to as the underwriters concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no commissions or discounts are
paid.
In placing orders for portfolio securities of a Fund, the Investment Adviser is generally
required to give primary consideration to obtaining the most favorable execution and net price
available. This means that the Investment Adviser will seek to execute each transaction at a price
and commission, if any, which provides the most favorable total cost or proceeds reasonably
attainable in the circumstances. As permitted by Section 28(e) of the Securities Exchange Act of
1934 (Section 28(e)), a Fund may pay a broker which provides brokerage and research services to
the Fund an amount of disclosed commission in excess of the commission which another broker would
have charged for effecting that transaction. Such practice is subject to a good faith
determination that such commission is reasonable in light of the services provided and to such
policies as the Trustees may adopt from time to time. While the Investment Adviser generally seeks
reasonably competitive spreads or commissions, a Fund will not necessarily be paying the lowest
spread or commission available. Within the framework of this policy, the Investment Adviser will
consider research and investment services provided by brokers or dealers who effect or are parties
to portfolio transactions of a Fund, the Investment Adviser and its affiliates, or their other
clients. Such research and investment services are those which brokerage houses customarily
provide to institutional investors and include research reports on particular industries and
companies; economic surveys and analyses; recommendations as to specific securities; research
products including quotation equipment and computer related programs; advice concerning the value
of securities, the advisability of investing in, purchasing or selling securities and the
availability of securities or the purchasers or sellers of securities; analyses and reports
concerning issuers, industries, securities, economic factors and trends, portfolio strategy and
performance of accounts; services relating to effecting securities transactions and functions
incidental thereto (such as clearance and settlement); and other lawful and appropriate assistance
to the Investment Adviser in the performance of their decision-making responsibilities.
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 for
a Fund may be used in managing other investment accounts. Conversely, brokers furnishing such
services may be selected for the execution of transactions of such other accounts, whose aggregate
assets may be larger than those of a Funds, and the services furnished by such brokers may be used
by the Investment Adviser in providing 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 interpretationseven 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.
On occasions when the Investment Adviser deems the purchase or sale of a security to be in the
best interest of a Fund as well as its other customers (including any other fund or other
investment company or advisory account for which the Investment
Adviser acts as investment adviser
or sub-investment adviser), the Investment
B-79
Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased for the Fund with those to be
sold or purchased for such other customers in order to obtain the best net price and most favorable
execution under the circumstances. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser
in the manner it considers to be equitable and consistent with its fiduciary obligations to such
Fund and such other customers. In some instances, this procedure may adversely affect the price
and size of the position obtainable for a Fund.
Commission rates in the U.S. are established pursuant to negotiations with the broker based on
the quality and quantity of execution services provided by the broker in the light of generally
prevailing rates. The allocation of orders among brokers and the commission rates paid are
reviewed periodically by the Trustees.
Certain Funds may participate in a commission recapture program. Under the program,
participating broker-dealers rebate a percentage of commissions earned on Fund portfolio
transactions to the particular Fund from which the commissions were generated. The rebated
commissions are expected to be treated as realized capital gains of the Funds.
Subject to the above considerations, the Investment Adviser may use Goldman Sachs or an
affiliate as a broker for a Fund. In order for Goldman Sachs or an affiliate acting as agent to
effect any portfolio transactions for each 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.
For the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, each
Fund in existence paid brokerage commissions as indicated in the following charts. The amount of
brokerage commissions paid by a Fund may vary substantially from year to year because of
differences in shareholder purchase and redemption activity, portfolio turnover rates and other
factors.
B-80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Total
|
|
|
|
|
|
Brokerage
|
|
|
|
|
|
|
Brokerage
|
|
Amount of
|
|
Amount of
|
|
Commissions
|
|
|
Total
|
|
Commissions
|
|
Transactions
|
|
Transactions
|
|
Paid
|
|
|
Brokerage
|
|
Paid to
|
|
on which
|
|
Effected through
|
|
to Brokers
|
|
|
Commissions
|
|
Goldman
|
|
Commissions
|
|
Brokers Providing
|
|
Providing
|
|
|
Paid
|
|
Sachs
1
|
|
Paid
|
|
Research
2
|
|
Research
|
Fiscal Year Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund
|
|
$
|
46,045
|
|
|
$
|
15,292 (33
|
%)
|
|
$
|
1,053,721,279 (53
|
%)
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
|
321,527
|
|
|
|
720 (0
|
%)
|
|
|
368,148,507 (0
|
%)
|
|
$
|
126,225,620
|
|
|
$
|
161,181
|
|
Structured Tax-Managed Equity Fund
|
|
|
82,082
|
|
|
|
12,890 (16
|
%)
|
|
|
1,101,019,657 (43
|
%)
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
595,899
|
|
|
|
|
|
|
|
908,451,004 (0
|
%)
|
|
|
463,238,491
|
|
|
|
426,312
|
|
International Real Estate Securities Fund
|
|
|
4,873,553
|
|
|
|
3,458 (0
|
%)
|
|
|
2,621,802,803 (0
|
%)
|
|
|
590,942,696
|
|
|
|
943,837
|
|
Commodity Strategy Fund*
|
|
|
16,924
|
|
|
|
14,969 (88
|
%)
|
|
|
1,217,841,392 (87
|
%)
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
**
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
|
|
|
1
|
|
The figures in the table report brokerage commissions from portfolio transactions,
including futures transactions.
|
|
|
2
|
|
The Investment Adviser does not participate in third party soft dollar arrangements
whereby the Investment Adviser is provided third party research and/or investment services by
brokerage house executing transactions on behalf of the Funds. The information above reflects
the full commission amounts paid to the broker that provide their own proprietary research to
the Investment Adviser. Only a portion of such commission pays for research and the remainder
of such commission is to compensate the broker for execution services, commitment of capital
and other services related to the execution of brokerage transactions.
|
|
|
3
|
|
Percentage of total commissions paid to Goldman Sachs.
|
|
4
|
|
Percentage of total amount of transactions involving the payment of commissions
effected through Goldman Sachs.
|
B-81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Total
|
|
|
|
|
|
Brokerage
|
|
|
|
|
|
|
Brokerage
|
|
Amount of
|
|
Amount of
|
|
Commissions
|
|
|
Total
|
|
Commissions
|
|
Transactions
|
|
Transactions
|
|
Paid
|
|
|
Brokerage
|
|
Paid to
|
|
on which
|
|
Effected through
|
|
to Brokers
|
|
|
Commissions
|
|
Goldman
|
|
Commissions
|
|
Brokers Providing
|
|
Providing
|
|
|
Paid
|
|
Sachs
1
|
|
Paid
|
|
Research
2
|
|
Research
|
Fiscal Year Ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund
|
|
$
|
41,812
|
|
|
$
|
28,311 (68
|
%)
3
|
|
$
|
327,127,139 (12
|
%)
4
|
|
$
|
|
|
|
$
|
|
|
Tollkeeper Fund
|
|
|
310,617
|
|
|
|
16,067 (5
|
%)
3
|
|
|
283,339,560 (3
|
%)
4
|
|
|
|
|
|
|
|
|
Structured Tax-Managed Equity Fund
|
|
|
55,810
|
|
|
|
31,318 (56
|
%)
3
|
|
|
423,946,833 (20
|
%)
4
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
544,184
|
|
|
|
7,496 (1
|
%)
3
|
|
|
559,806,252 (1
|
%)
4
|
|
|
|
|
|
|
|
|
International Real Estate Securities Fund*
|
|
|
853,327
|
|
|
|
4,592 (1
|
%)
3
|
|
|
598,614,759 (0
|
%)
4
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium
Fund***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
**
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
***
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
|
1
|
|
The figures in the table report brokerage commissions from portfolio transactions,
including futures transactions.
|
|
|
|
2
|
|
The Investment Adviser does not participate in third party soft dollar arrangements
whereby the Investment Adviser is provided third party research and/or investment services by
brokerage house executing transactions on behalf of the Funds. The information above reflects
the full commission amounts paid to the broker that provide their own proprietary research to
the Investment Adviser. Only a portion of such commission pays for research and the remainder
of such commission is to compensate the broker for execution services, commitment of capital
and other services related to the execution of brokerage transactions.
|
|
|
|
3
|
|
Percentage of total commissions paid to Goldman Sachs.
|
|
|
|
4
|
|
Percentage of total amount of transactions involving the payment of commissions
effected through Goldman Sachs.
|
|
B-82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Total
|
|
|
|
|
|
|
Brokerage
|
|
Amount of
|
|
|
Total
|
|
Commissions
|
|
Transactions
|
|
|
Brokerage
|
|
Paid to
|
|
on which
|
|
|
Commissions
|
|
Goldman
|
|
Commissions
|
|
|
Paid
|
|
Sachs
1
|
|
Paid
|
Fiscal Year Ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
7,647
|
|
|
$
|
5,947 (78
|
%)
2
|
|
$
|
55,791,543 (70
|
%)
3
|
Tollkeeper Fund
|
|
|
564,110
|
|
|
|
11,127 (2
|
%)
2
|
|
|
420,612,733 (2
|
%)
3
|
Structured Tax-Managed Equity Fund
|
|
|
19,645
|
|
|
|
17,297 (88
|
%)
2
|
|
|
95,536,497 (90
|
%)
3
|
Real Estate Securities Fund
|
|
|
382,104
|
|
|
|
15,593 (4
|
%)
2
|
|
|
293,520,350 (2
|
%)
3
|
International Real Estate Securities Fund**
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund***
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium
Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
**
|
|
International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
***
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and
Premium Fund had not yet commenced operations on December 31, 2007.
|
|
|
1
|
|
The figures in the table report brokerage commissions from portfolio transactions, including futures transactions.
|
|
2
|
|
Percentage of total commissions paid to Goldman Sachs.
|
|
3
|
|
Percentage of total amount of transactions involving the payment of commissions effected through Goldman Sachs.
|
B-83
During the fiscal year ended December 31, 2007, the Funds regular broker-dealers, as defined in
Rule 10b-1 under the Act, were Merrill Lynch, Citigroup Global Markets, Credit Suisse First Boston,
UBS Securities LLC, State Street Brokerage Services, Lehman Brothers, JPMorgan Chase & Co., Morgan
Stanley, Deutsche and Investment Technology Group.
As of December 31, 2007, the Funds held the following amounts of securities of their regular
broker-dealers, as defined in Rule 10b-1 under the Act, or their parents ($ in thousands).
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Broker/Dealer
|
|
Amount
|
U.S. Equity Dividend and Premium Fund
|
|
Morgan Stanley
|
|
$
|
1476
|
|
|
|
Bank of America
|
|
|
8308
|
|
|
|
Citigroup Inc.
|
|
|
5917
|
|
|
|
JPMorgan
|
|
|
3252
|
|
|
|
Merrill Lynch
|
|
|
982
|
|
Tollkeeper Fund
|
|
|
|
|
|
|
|
|
Structured Tax-Managed Equity Fund
|
|
Bank of America
|
|
|
4297
|
|
|
|
JPMorgan Chase
|
|
|
9799
|
|
|
|
Merrill Lynch
|
|
|
268
|
|
Real Estate Securities Fund
|
|
|
|
|
|
|
|
|
International Real Estate Securities Fund
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund
|
|
Merrill Lynch
|
|
|
18161
|
|
|
|
Morgan Stanley
|
|
|
18648
|
|
|
|
JPMorgan Securities
|
|
|
1324
|
|
|
|
Lehman Brothers Inc.
|
|
|
3609
|
|
|
|
Citigroup
|
|
|
2068
|
|
Structured International Tax-Managed Equity Fund
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium Fund
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE
In accordance with procedures adopted by the Trustees, the net asset value per share of each
class of each Fund is calculated by determining the value of the net assets attributed to each
class of that Fund and dividing by the number of outstanding shares of that class. All securities
are valued on each Business Day as of the close of regular trading on the New York Stock Exchange
(normally, but not always, 4:00 p.m. New York time), or such 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, 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 a Funds official closing net asset value that is subsequently adjusted, and
to recover amounts from (or distribute amounts to) shareholders based on the official closing net
asset value. The Trust reserves the right to advance the time by which purchase and redemption
orders must be received for same business day credit as otherwise permitted by the SEC. In
addition, each Fund may compute its net asset value as of any time permitted pursuant to any
exemption, order or statement of the SEC or its staff.
Portfolio securities of a Fund for which market quotations are readily available are valued as
follows: (i) securities listed on any U.S. or foreign stock exchange or on the National
Association of Securities Dealers Automated Quotations System (NASDAQ) will be valued at the last
sale price, or the official closing price, on the exchange or system in which they are principally
traded on the valuation date. If there is no sale on the valuation day, securities traded will be
valued at the closing bid price, or if a closing bid price is not available, at either the exchange
or system-defined close price on the exchange or system in which such securities are principally
traded. If the relevant
B-84
exchange or system has not closed by the above-mentioned time for determining a
Funds net asset value, the securities will be valued at the last sale price or official closing
price, or if not available at the bid price at the time the net asset value is determined; (ii)
over-the-counter securities not quoted on NASDAQ will be valued at the last sale price on the
valuation day or, if no sale occurs, at the last bid price at the time net asset value is
determined; (iii) equity securities for which no prices are obtained under sections (i) or (ii)
including those for which a pricing service supplies no exchange quotation or a quotation that is
believed by the portfolio manager/trader to be inaccurate, will be valued at their fair value in
accordance with procedures approved by the Board of Trustees; (iv) fixed-income securities with a
remaining maturity of 60 days or more for which accurate market quotations are readily available
will normally be valued according to dealer-supplied bid quotations or bid quotations from a
recognized pricing service (
e.g.
, Interactive Data Corp., Merrill Lynch, J.J. Kenny, Muller Data
Corp., Bloomberg, EJV, Reuters or Standard & Poors); (v) fixed-income securities for which
accurate market quotations are not readily available are valued by the Investment Adviser based on
valuation models that take into account spread and daily yield changes on government securities in
the appropriate market (
i.e.
, matrix pricing); (vi) debt securities with a remaining maturity of 60
days or less are valued by the Investment Adviser at amortized cost, which the Trustees have
determined to approximate fair value; and (vii) all other instruments, including those for which a
pricing service supplies no exchange quotation or a quotation that is believed by the portfolio
manager/trader to be inaccurate, will be valued in accordance with the valuation procedures
approved by the Board of Trustees.
The value of all assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at current exchange rates of such currencies against U.S. dollars last quoted by
any major bank or a pricing service. If such quotations are not available, the rate of exchange
will be determined in good faith by or under procedures established by the Board of Trustees.
Generally, trading in securities on European, Asian and Far Eastern securities exchanges and
on over-the-counter markets in these regions is substantially completed at various times prior to
the close of business on each Business Day in New York (
i.e.
, a day on which the New York Stock
Exchange is open for trading). In addition, European, Asian or Far Eastern securities trading
generally or in a particular country or countries may not take place on all Business Days in New
York. Furthermore, trading takes place in various foreign markets on days which are not Business
Days in New York and days on which the Funds net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the prices of the
majority of the portfolio securities used in such calculation. For Funds that invest a significant
portion of assets in foreign equity securities, fair value prices are provided by an independent
fair value service (if available), in accordance with the fair value procedures approved by the
Trustees, and are intended to reflect more accurately the value of those securities at the time the
Funds NAV is calculated. Fair value prices are used because many foreign markets operate at times
that do not coincide with those of the major U.S. markets. Events that could affect the values of
foreign portfolio holdings may occur between the close of the foreign market and the time of
determining the NAV, and would not otherwise be reflected in the NAV. If the independent fair
value service does not provide a fair value for a particular security or if the value does not meet
the established criteria for the Funds, the most recent closing price for such a security on its
principal exchange will generally be its fair value on such date.
The Investment Adviser, consistent with its procedures and applicable regulatory guidance, may
(but need not) determine to make an adjustment to the previous closing prices of either domestic or
foreign securities in light of significant events, to reflect what it believes to be the fair value
of the securities at the time of determining a 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 U.S. or
foreign markets; market dislocations; market disruptions or market closings; equipment failures;
natural or man-made disasters or act of God; armed conflicts; 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, including those relating to
earnings, products and regulatory news; significant litigation; low trading volume; trading limits;
or suspensions.
The proceeds received by each Fund and each other series of the Trust from the issue or sale
of its shares, and all net investment income, realized and unrealized gain and proceeds thereof,
subject only to the rights of
B-85
creditors, will be specifically allocated to such Fund or particular
series and constitute the underlying assets of that Fund or series. The underlying assets of each
Fund will be segregated on the books of account, and will be charged
with the liabilities in respect of such Fund and with a share of the general liabilities of
the Trust. Expenses of the Trust with respect to the Funds and the other series of the Trust are
generally allocated in proportion to the net asset values of the respective Funds or series except
where allocations of expenses can otherwise be fairly made.
Errors and Corrective Actions
The Investment Adviser will report to the Board of Trustees any material breaches of
investment objective, policies or restrictions and any material errors in the calculation of the
NAV of a Fund or the processing of purchases and redemptions. Depending on the nature and size of
an error, corrective action may or may not be required. Corrective action may involve a
prospective correction of the NAV only, correction of any erroneous NAV and compensation to a Fund,
or correction of any erroneous NAV, compensation to a Fund and reprocessing of individual
shareholder transactions. The Trusts policies on errors and corrective action limit or restrict
when corrective action will be taken or when compensation to a Fund or its shareholders will be
paid, and not all mistakes will result in compensable errors. As a result, neither a Fund nor its
shareholders who purchase or redeem shares during periods in which errors accrue or occur may be
compensated in connection with the resolution of an error. Shareholders will generally not be
notified of the occurrence of a compensable error or the resolution thereof absent unusual
circumstances. As discussed in more detail under Net Asset Value, a Funds portfolio securities
may be priced based on quotations for those securities provided by pricing services. There can be
no guarantee that a quotation provided by a pricing service will be accurate.
SHARES OF THE TRUST
Each 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 SAI,
the Trustees (i) have classified the shares of the Real Estate Securities Fund into seven classes:
Institutional Shares, Service Shares, Class A Shares, Class B Shares, Class C Shares, Class R
Shares and Class IR Shares; (ii) have classified the shares of each of the Tollkeeper and
Structured Tax-Managed Equity Funds into five classes: Institutional Shares, Service Shares, Class
A Shares, Class B Shares and Class C Shares; (iii) have classified the shares of the Commodity
Strategy Fund into five classes: Institutional Shares, Class A Shares, Class C Shares, Class R
Shares and Class IR Shares; (iv) have classified the shares of the International Real Estate
Securities Fund into four classes: Institutional Shares, Class A Shares, Class C Shares and Class
IR Shares; and (v) have classified the shares of each of the U.S. Equity Dividend and Premium,
Structured International Tax-Managed Equity and International Equity Dividend and Premium Funds
into three classes: Institutional Shares, Class A Shares and Class C Shares. Additional series and
classes may be added in the future.
Each Institutional Share, Service Share, Class A Share, Class B Share, Class C Share, Class R
Share and Class IR Share of a Fund represents a proportionate interest in the assets belonging to
the applicable class of the Fund. All expenses of a Fund are borne at the same rate by each class
of shares, except that fees under Service and Shareholder Administration Plans are borne
exclusively by Service Shares, fees under Distribution and Service Plans are borne exclusively by
Class A, Class B, Class C or Class R Shares and transfer agency fees and expenses are borne at
different rates by different share classes. The Trustees may determine in the future that it is
appropriate to allocate other expenses differently among classes of shares and may do so to the
extent consistent with the rules of the SEC and positions of the Internal Revenue Service. Each
class of shares may have different minimum investment requirements and be entitled to different
shareholder services. With limited exceptions, shares of a class may only be exchanged for shares
of the same or an equivalent class of another fund. See Shareholder Guide in the Prospectus and
Other Information Regarding Maximum Sales Charge, Purchases, Redemptions, Exchanges and Dividends
below. In addition, the fees and expenses set forth below for each class may be subject to
voluntary fee waivers or reimbursements, as discussed more fully in the Funds Prospectuses.
B-86
Institutional Shares may be purchased at net asset value without a sales charge for accounts
in the name of an investor or institution that is not compensated by a Fund under a Plan for
services provided to the institutions customers.
Service Shares may be purchased at net asset value without a sales charge for accounts held in
the name of an institution that, directly or indirectly, provides certain shareholder
administration services and shareholder liaison services to its customers, including maintenance of
account records and processing orders to purchase, redeem and exchange Service Shares. Service
Shares bear the cost of service fees and shareholder administration fees at the annual rate of up
to 0.25% and 0.25%, respectively, of the average daily net assets of the Fund attributable to
Service Shares.
Class A Shares are sold with an initial sales charge of up to 5.5%, through brokers and
dealers who are members of the Financial Industry Regulatory Authority (the FINRA) and certain
other financial service firms that have sales agreements with Goldman Sachs. Class A Shares bear
the cost of distribution and service fees at the aggregate rate of up to 0.25% of the average daily
net assets of such Class A Shares of the U.S. Equity Dividend and Premium Fund, Tollkeeper Fund,
Structured Tax-Managed Equity Fund, Real Estate Securities Fund, International Real Estate
Securities Fund, Commodity Strategy Fund, Structured International Tax-Managed Equity Fund and
International Equity Dividend and Premium Fund. 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 B Shares (other than the U.S. Equity Dividend and Premium Fund and International Real
Estate Securities Fund) of the Funds are sold subject to a CDSC of up to 5.0% through brokers and
dealers who are members of FINRA and certain other financial services firms that have sales
arrangements with Goldman Sachs. Class B Shares bear the cost of distribution (Rule 12b-1) fees at
the aggregate rate of up to 0.75% of the average daily net assets attributable to Class B Shares.
Class B Shares also bear the cost of service fees at an annual rate of up to 0.25% of the average
daily net assets attributable to Class B Shares.
Class C Shares of the Funds are sold subject to a CDSC of up to 1.0% through brokers and
dealers who are members of 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 attributable to Class C Shares.
Class C Shares also bear the cost of service fees at an annual rate of up to 0.25% of the average
daily net assets attributable to Class C Shares.
Class R and Class IR Shares are sold at net asset value without a sales charge. As noted in
the Prospectus, Class R and Class IR Shares are not sold directly to the public. Instead, Class R
and Class IR Shares generally are available only to 401(k) plans, 457 plans, employer-sponsored
403(b) plans, profit sharing and money purchase pension plans, defined benefit plans and
non-qualified deferred compensation plans (the Retirement Plans). Class R and Class IR Shares
are also generally available only to Retirement Plans where plan level or omnibus accounts are held
on the books of the Funds. Class R Shares are not available to traditional and Roth Individual
Retirement Accounts (IRAs), SEPs, SARSEPs, SIMPLE IRAs and individual 403(b) plans. Participant in
a Retirement Plan should contact their Retirement Plan service provider for information regarding
purchases, sales and exchanges of Class R and Class IR Shares. Class R Shares bear the cost of
distribution (Rule 12b-1) fees at the aggregate rate of up to .50% of the average daily net assets
attributable to Class R Shares.
It is possible that an institution or its affiliate may offer different classes of shares
(
i.e.
, Institutional, Service, Class A, Class B, Class C, Class R and Class IR Shares) to its
customers and thus receive different compensation with respect to different classes of shares of
each Fund. Dividends paid by each Fund, if any, with respect to each class of shares will be
calculated in the same manner, at the same time on the same day and will be the same amount, except
for differences caused by the fact that the respective transfer agency and Plan fees relating to a
particular class will be borne exclusively by that class. Similarly, the net asset value per share
may differ depending upon the class of shares purchased.
B-87
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 agency, servicing or similar charges by setting
off the same against declared but unpaid
dividends or by reducing share ownership (or by both means). In the event of liquidation,
shareholders are entitled to share pro rata in the net assets of the applicable class of the
relevant Fund available for distribution to such shareholders. All shares are freely transferable
and have no preemptive, subscription or conversion rights. The Trustees may require Shareholders
to redeem Shares for any reason under terms set by the Trustees.
The Act requires that where more than one series of shares exists, each series must be
preferred over all other series in respect of assets specifically allocated to such series. In
addition, Rule 18f-2 under the Act provides that any matter required to be submitted by the
provisions of the Act or applicable state law, or otherwise, to the holders of the outstanding
voting securities of an investment company such as the Trust shall not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series shall be deemed to
be affected by a matter unless the interests of each series in the matter are substantially
identical or the matter does not affect any interest of such series. However, Rule 18f-2 exempts
the selection of independent public accountants, the approval of principal distribution contracts
and the election of trustees from the separate voting requirements of Rule 18f-2.
The Trust is not required to hold annual meetings of shareholders and does not intend to hold
such meetings. In the event that a meeting of shareholders is held, each share of the Trust will be
entitled, as determined by the Trustees without the vote or consent of the shareholders, either to
one vote for each share or to one vote for each dollar of net asset value represented by such share
on all matters presented to shareholders including the election of Trustees (this method of voting
being referred to as dollar based voting). However, to the extent required by the Act or
otherwise determined by the Trustees, series and classes of the Trust will vote separately from
each other. Shareholders of the Trust do not have cumulative voting rights in the election of
Trustees. Meetings of shareholders of the Trust, or any series or class thereof, may be called by
the Trustees, certain officers or upon the written request of holders of 10% or more of the shares
entitled to vote at such meetings. The Trustees will call a special meeting of shareholders for
the purpose of electing Trustees, if, at any time, less than a majority of Trustees holding office
at the time were elected by shareholders. The shareholders of the Trust will have voting rights
only with respect to the limited number of matters specified in the Declaration of Trust and such
other matters as the Trustees may determine or may be required by law.
The Declaration of Trust provides for indemnification of Trustees, officers, employees and
agents of the Trust unless the recipient is adjudicated (i) to be liable by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such persons office or (ii) not to have acted in good faith in the reasonable belief
that such persons actions were in the best interest of the Trust. The Declaration of Trust
provides that, if any shareholder or former shareholder of any series is held personally liable
solely by reason of being or having been a shareholder and not because of the shareholders acts or
omissions or for some other reason, the shareholder or former shareholder (or the shareholders
heirs, executors, administrators, legal representatives or general successors) shall be held
harmless from and indemnified against all loss and expense arising from such liability. The Trust,
acting on behalf of any affected series, must, upon request by such shareholder, assume the defense
of any claim made against such shareholder for any act or obligation of the series and satisfy any
judgment thereon from the assets of the series.
The Declaration of Trust permits the termination of the Trust or of any series or class of the
Trust (i) by a majority of the affected shareholders at a meeting of shareholders of the Trust,
series or class; or (ii) by a majority of the Trustees without shareholder approval if the Trustees
determine, in their sole discretion, that such action is in the best interest of the Trust, such
series, such class or their respective shareholders. The Trustees may consider such factors as
they, in their sole discretion, deem appropriate in making such determination, including (i) the
inability of the Trust or any series or class to maintain its assets at an appropriate size; (ii)
changes in laws or regulations governing the Trust, series or class or affecting assets of the type
in which it invests; or (iii) economic developments or trends having a significant adverse impact
on the business or operations of the Trust or series.
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The Declaration of Trust authorizes the Trustees, without shareholder approval, to cause the
Trust, or any series thereof, to merge or consolidate with any corporation, association, trust or
other organization or sell or exchange all or substantially all of the property belonging to the
Trust or any series thereof. In addition, the Trustees, without shareholder approval, may adopt a
master-feeder structure by investing all or a portion of the assets of a series of the Trust in the
securities of another open-end investment company with substantially the same investment objective,
restrictions and policies.
The Declaration of Trust permits the Trustees to amend the Declaration of Trust without a
shareholder vote. However, shareholders of the Trust have the right to vote on any amendment (i)
that would adversely affect the voting rights of shareholders; (ii) that is required by law to be
approved by shareholders; (iii) that would amend the provisions of the Declaration of Trust
regarding amendments and supplements thereto; or (iv) that the Trustees determine to submit to
shareholders.
The Trustees may appoint separate Trustees with respect to one or more series or classes of
the Trusts shares (the Series Trustees). Series Trustees may, but are not required to, serve as
Trustees of the Trust or any other series or class of the Trust. To the extent provided by the
Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of
any other Trustees of the Trust, all the powers and authorities of Trustees under the Declaration
of Trust with respect to such Series or Class, but may have no power or authority with respect to
any other series or class.
Shareholder and Trustee Liability
Under Delaware Law, the shareholders of the Funds are not generally subject to liability for
the debts or obligations of the Trust. Similarly, Delaware law provides that a series of the Trust
will not be liable for the debts or obligations of any other series of the Trust. However, no
similar statutory or other authority limiting statutory trust shareholder liability exists in other
states. As a result, to the extent that a Delaware statutory trust or a shareholder is subject to
the jurisdiction of courts of such other states, the courts may not apply Delaware law and may
thereby subject the Delaware statutory trust shareholders to liability. To guard against this
risk, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or
obligations of a series. Notice of such disclaimer will normally be given in each agreement,
obligation or instrument entered into or executed by a series of the Trust. The Declaration of
Trust provides for indemnification by the relevant series for all loss suffered by a shareholder as
a result of an obligation of the series. The Declaration of Trust also provides that a series
shall, upon request, assume the defense of any claim made against any shareholder for any act or
obligation of the series and satisfy any judgment thereon. In view of the above, the risk of
personal liability of shareholders of a Delaware statutory trust is remote.
In addition to the requirements under Delaware law, the Declaration of Trust provides that
shareholders of a series may bring a derivative action on behalf of the series only if the
following conditions are met: (a) shareholders eligible to bring such derivative action under
Delaware law who hold at least 10% of the outstanding shares of the series, or 10% of the
outstanding shares of the class to which such action relates, shall join in the request for the
Trustees to commence such action; and (b) the Trustees must be afforded a reasonable amount of time
to consider such shareholder request and to investigate the basis of such claim. The Trustees will
be entitled to retain counsel or other advisers in considering the merits of the request and may
require an undertaking by the shareholders making such request to reimburse the series for the
expense of any such advisers in the event that the Trustees determine not to bring such action.
The Declaration of Trust further provides that the Trustees will not be liable for errors of
judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee
against liability to which he or she would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or
her office.
Principal Holders of Securities
As of March 31, 2008, the following shareholders were shown in the Trusts records as owning
of record or
B-89
beneficially more than 5% of any class of a Funds shares:
U.S. Equity Dividend and Premium Fund:
Class A Shares, Charles Schwab & Co. Inc., Special
Custody Account FBO Customers, Attn: Mutual Funds, 101 Montgomery Street, San Francisco, CA
94104-4151 (10.09%); Class C Shares, First Clearing LLC, Special Custody Account for the Exclusive
Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (7.77%); Class C Shares,
Morgan Stanley & Co., Harborside Financial Center, Plaza II, 3
rd
Floor, Jersey City, NJ
07311 (7.32%); Class C Shares, Citigroup Global Markets, Inc., 333 West 34th Street, 3rd Floor, New
York, NY 10001-2402 (8.65%); Class C Shares, Pershing LLC, P.O. Box 2052, Jersey
City, NJ 07303-2052 (6.93%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole
Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville,
FL 32246-6484 (48.26%); Institutional Shares, State Street Bank & Trust Co., Custodian, Goldman
Sachs Income Strategies Portfolio, P.O. Box 1713, Boston, MA 02205-1713 (6.28%); Institutional
Shares, Charles Schwab & Co. Inc., Special Custody Account FBO Customers, Attn: Mutual Funds, 9601
E Panorama Circle, Mailstop Den2-02-052, Englewood, CO 80112-3441 (9.46%); Institutional Shares,
Saxon & Co., FBO Customers, P.O. Box 7780-1888, Philadelphia, PA 19182-0001 (30.72%).
International Equity Dividend and Premium Fund:
Class A Shares, Goldman, Sachs & Co., FBO
Customers, c/o Mutual Fund Ops, 85 Broad Street, New York, NY 10004-2434 (99.41%); Class C Shares,
The Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road,
Princeton, NJ 08540 (99.90%); Institutional Shares, The Goldman Sachs Group, Seed Account, Attn:
IMD Controllers, 701 Mount Lucas Road, Princeton, NJ 08540 (96.59%).
Structured Tax-Managed Equity Fund:
Class A Shares, Edward Jones, Attn: Mutual Fund
Shareholder Accounting, 201 Progress Parkway, Maryland Heights, MO 63043-3003 (14.72%); Class A
Shares, IMS & Co., For the Exclusive Benefit of Various IMS Customers, P.O. Box 173887, Denver, CO
80217-3887 (17.46%); Class A Shares, Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-2052
(21.64%); Class A Shares, Charles Schwab & Co. Inc., Special Custody Account FBO Customers, Attn:
Mutual Funds, 101 Montgomery Street, San Francisco, CA 94104-4151 (9.43%); Class B Shares, Edward
Jones, Attn: Mutual Fund Shareholder Accounting, 201 Progress Parkway, Maryland Heights, MO
63043-3003 (12.59%); Class B Shares, First Clearing LLC, Special Custody Account for the Exclusive
Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (6.70%); Class B Shares,
Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-2052 (5.06%); Class B Shares, Merrill Lynch
Pierce Fenner & Smith, For the Sole Benefit of its Customers, Attn: Service Team, 4800 Deer Lake
Drive East, 3rd Floor, Jacksonville, FL 32246-6484 (12.06%); Class C Shares, First Clearing LLC,
Special Custody Account for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen
Allen, VA 23060-9245 (8.17%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole
Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville,
FL 32246-6484 (16.27%); Institutional Shares, SEI Private Trust Co., c/o Chevy Chase, One Freedom
Valley Drive, Oaks, PA 19456 (20.15%); Service Shares, NFS LLC, For the Exclusive Benefit of Its
Customer, 2809 Mill Creek Court, Raleigh, NC 27603-3931 (20.17%); Service Shares, NFS LLC, For the
Exclusive Benefit of Park National Bank, P.O. Box 3500, Newark, OH 43058-3500 (78.17%).
Structured International Tax-Managed Equity Fund:
Class A Shares, The Goldman Sachs Group,
L.P., Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%); Class C Shares, The
Goldman Sachs Group, L.P., Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540 (99.90%);
Institutional Shares, The Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701 Mount
Lucas Road, Princeton, NJ 08540 (100.00%).
Real Estate Securities Fund:
Class A Shares, Edward Jones, Attn: Mutual Fund Shareholder
Accounting, 201 Progress Parkway, Maryland Heights, MO 63043-3003 (8.10%); Class A Shares, A.G.
Edwards Trust Co., Attn: Operations, P.O. Box 66734, St. Louis, MO 63166-6734 (5.66%); Class A
Shares, Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-2052 (7.02%); Class B Shares, Edward
Jones, Attn: Mutual Fund Shareholder Accounting, 201 Progress Parkway, Maryland Heights, MO
63043-3003 (14.43%); Class B Shares, Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-2052
(11.15%); Class B Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its
Customers,
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Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246-6484
(5.97%); Class B Shares, Citigroup Global Markets, Inc., 333 West 34th Street, 3rd Floor, New York,
NY 10001-2402 (5.10%); Class B Shares, A.G. Edwards & Sons, Omnibus Account, 1 N Jefferson Avenue,
St. Louis, MO 63103-2205 (5.18%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole
Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville,
FL 32246-6484 (19.69%); Class C Shares, A.G. Edwards & Sons, Omnibus Account, 1 N Jefferson Avenue,
St. Louis, MO 63103-2205 (8.35%); Class C Shares, Citigroup Global Markets, Inc., 333 West 34th
Street, 3rd Floor, New York, NY 10001-2402 (5.73%); Class R Shares, The Goldman Sachs Group, L.P.,
Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%); Class IR Shares, The Goldman
Sachs Group, L.P., Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%); Institutional
Shares, State Street Bank & Trust Co., FBO Goldman Sachs Growth and Income Strategy Omnibus A/C
Real Estate Securities Fund, P.O. Box 1713, Boston, MA 02205-1713 (11.48%); Institutional Shares,
State Street Bank & Trust Co., FBO Goldman Sachs Growth Strategy Omnibus A/C Real Estate Securities
Fund, P.O. Box 1713, Boston, MA 02205-1713 (9.99%); Institutional Shares, UBATCO & Co., FBO College
Savings
Plan, P.O. Box 82535, Lincoln, NE 68501-2535 (14.00%); Institutional Shares, State Street Bank
& Trust, Ttee, GS Profit Sharing Master Trust, Attn: Lisa Duncan, Josiah Quincy Building 5N, 200
Newport Avenue, North Quincy, MA 02171-2012 (26.23%); Service Shares, Merrill Lynch Pierce Fenner &
Smith, For the Sole Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd
Floor, Jacksonville, FL 32246-6484 (57.34%); Service Shares, NFS LLC, For the Exclusive Benefit Of
Alerus Financial, FBO Alerus EB Accounts, P.O. Box 64534, St. Paul, MN 55165-0534 (32.39%).
International Real Estate Securities Fund:
Class C Shares, Citigroup Global Markets, Inc., 333
West 34th Street, 3rd Floor, New York, NY 10001-2402 (17.16%); Class C Shares, Merrill Lynch Pierce
Fenner & Smith, For the Sole Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive
East, 3rd Floor, Jacksonville, FL 32246-6484 (43.37%); Class C Shares, First Clearing, LLC, Special
Custody Account for the Exclusive Benefit of its Customers, 10750 Wheat First Drive, Glen Allen, VA
23060-9245 (5.42%); Class C Shares, Morgan Stanley & Co., Harborside Financial Center, Plaza II,
3
rd
Floor, Jersey City, NJ 07311 (5.86%); Class IR Shares, The Goldman Sachs Group,
L.P., Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%); Institutional Shares,
State Street Bank & Trust Co., FBO Goldman Sachs Growth and Income Strategy, Omnibus A/C
International Real Estate Securities Fund, P.O. Box 1713, Boston, MA 02205-1713 (11.18%);
Institutional Shares, State Street Bank & Trust Co., FBO Goldman Sachs Growth Strategy, Omnibus A/C
International Real Estate Securities Fund, P.O. Box 1713, Boston, MA 02205-1713 (9.70%);
Institutional Shares, Goldman, Sachs & Co., FBO Goldman Sachs Private Wealth Management, c/o Mutual
Fund Ops, 85 Broad Street, New York, NY 10004-2434 (7.40%).
Tollkeeper Fund:
Class A Shares, First Clearing LLC, Special Custody Account for the Exclusive
Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (5.29%); Class A Shares,
The Northern Trust Company, FBO AG Edwards Retirement and Profit Sharing Plan, P.O. Box 92956,
Chicago, IL 60675-0001 (7.51%); Class A Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole
Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville,
FL 32246-6484 (6.01%); Class A Shares, A.G. Edwards & Sons, Omnibus Account, 1 N Jefferson Avenue,
St. Louis, MO 63103-2205 (6.44%); Class B Shares, First Clearing LLC, Special Custody Account for
the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (5.27%);
Class B Shares, A.G. Edwards & Sons, Omnibus Account, 1 N Jefferson Avenue, St. Louis, MO
63103-2205 (6.97%); Class B Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of
its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL
32246-6484 (6.57%); Class B Shares, Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-2052
(7.49%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, For the Sole Benefit of its
Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, FL 32246-6484
(12.32%); Class C Shares, Citigroup Global Markets, Inc., 333 West 34th Street, 3rd Floor, New
York, NY 10001-2402 (11.25%); Class C Shares, First Clearing LLC, Special Custody Account for the
Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (6.52%); Class C
Shares, A.G. Edwards & Sons, Omnibus Account, 1 N Jefferson Ave., St. Louis, MO 63103-2205
(10.84%); Institutional Shares, Wells Fargo Bank, N.A., FBO Retirement Plan Services, P.O. Box
1533, Minneapolis, MN 55480-1533 (19.06%); Institutional Shares, Goldman, Sachs & Co., FBO Goldman
Sachs Private Wealth Management, c/o Mutual Fund Ops, 85 Broad Street, New York, NY 10004-2434
(7.19%); Institutional Shares, Goldman, Sachs & Co., FBO Goldman Sachs Private Wealth Management,
c/o Mutual Fund Ops, 85 Broad Street, New York, NY 10004-2434 (12.38%); Institutional Shares,
American United Life Insurance Co., FBO Group Retirement Account, One American Square,
Indianapolis, IN 46282-0020 (6.20%); Institutional Shares, American United Life Insurance Co., FBO
Unit Investment Trust, One American Square, Indianapolis, IN 46282-0020 (7.44%); Institutional
Shares, SEI Trust Co., c/f Security National, Attn: Mutual Funds, One Freedom Valley Drive, Oaks,
PA 19456 (9.91%); Service Shares, American United Life Insurance Co., FBO Group Retirement Account,
One American Square, Indianapolis, IN 46282-0020 (56.96%); Service Shares, SFTC, FBO Keystone Wood
B-91
Specialties, P.O. Box 38, East Petersburg, PA 17520-0038 (5.85%); Service Shares, Merrill Lynch
Pierce Fenner & Smith, For the Sole Benefit of its Customers, Attn: Service Team, 4800 Deer Lake
Drive East, 3rd Floor, Jacksonville, FL 32246-6484 (34.98%).
Commodity Strategy Fund:
Class A Shares, IMS & Co., For the Exclusive Benefit of Various IMS
Customers, P.O. Box 173887, Denver, CO 80217-3887 (29.85%); Class A Shares, Charles Schwab & Co.
Inc., Special Custody Account FBO Customers, Attn: Mutual Funds, 101 Montgomery Street, San
Francisco, CA 94104-4151 (5.11%); Class A Shares, Edward Jones, Attn: Mutual Fund Shareholder
Accounting, 201 Progress Parkway, Maryland Heights, MO 63043-3003 (7.70%); Class A Shares, Pershing
LLC, P.O. Box 2052, Jersey City, NJ 07303-2052 (40.70%); Class C Shares, Edward Jones, Attn: Mutual
Fund Shareholder Accounting, 201 Progress Parkway,
Maryland Heights, MO 63043-3009 (20.70%); Class C Shares, A.G. Edwards & Sons, Omnibus
Account, 1 N Jefferson Avenue, St. Louis, MO 63103-2287 (6.02%); Class C Shares, Pershing LLC, P.O.
Box 2052, Jersey City, NJ 07303-2052 (26.49%); Class C Shares, Merrill Lynch Pierce Fenner & Smith,
For the Sole Benefit of its Customers, Attn: Service Team, 4800 Deer Lake Drive East, 3rd Floor,
Jacksonville, FL 32246-6484 (8.61%); Class R Shares, The Goldman Sachs Group, L.P., Seed Account,
701 Mount Lucas Road, Princeton, NJ 08540 (70.45%); Class R Shares, Raymond James & Co., FBO Its
Customer, 1000 S Harbour Island Blvd Apt 22, Tampa, FL 33602-5780 (29.55%); Class IR Shares, The
Goldman Sachs Group, L.P., Seed Account, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%);
Institutional Shares, State Street Bank & Trust Co., Custodian, Goldman Sachs Balanced Strategy
Portfolio, P.O. Box 1713, Boston, MA 02205-1713 (5.85%); Institutional Shares, State Street Bank &
Trust Co., Custodian, Goldman Sachs Growth Strategy Portfolio, P.O. Box 1713, Boston, MA 02205-1713
(31.41%); Institutional Shares, State Street Bank & Trust Co., Custodian, Goldman Sachs Equity
Growth Strategy Portfolio, P.O. Box 1713, Boston, MA 02205-1713 (13.76%); Institutional Shares,
State Street Bank & Trust Co., Custodian, Goldman Sachs Satellite Strategies Portfolio, P.O. Box
1713, Boston, MA 02205-1713 (5.56%); Institutional Shares, State Street Bank & Trust Co.,
Custodian, Goldman Sachs Growth and Income Strategy Portfolio, P.O. Box 1713, Boston, MA 02205-1713
(36.08%).
As of March 31, 2008, the Goldman Sachs Growth & Income Strategy Portfolio (Growth & Income
Strategy Portfolio), owned 27.40% of the outstanding shares of the Commodity Strategy Fund. For
so long as this investment represents a greater than 25% interest in the Fund, Growth & Income
Strategy Portfolio will be considered a control person of the Fund for purposes of the 1940 Act.
For so long as Growth & Income Strategy Portfolio is a control person, in the event of a proxy
affecting the Fund, the Growth and Income Strategy Portfolio will either mirror vote its shares or
seek the advice of an independent proxy voting agent. Redemptions by Growth & Income Strategy
Portfolio of its holdings in the Commodity Strategy Fund may impact the Funds liquidity and NAV,
and may also force the Fund to sell securities, which may negatively impact the Funds brokerage
and tax costs.
The Goldman Sachs Group, Inc., a Delaware corporation with a principal address of 85 Broad
Street, New York, NY 10004, has provided, through the Goldman Sachs Seed Account, an initial
investment in the International Equity Dividend and Premium Fund. For so long as this investment
represents a greater than 25% interest in the Fund, The Goldman Sachs Group, Inc. and the Goldman
Sachs Seed Account will be considered control persons of the Fund for purposes of the 1940 Act.
For so long as The Goldman Sachs Group, Inc. or the Goldman Sachs Seed Account are control persons,
in the event of a proxy affecting the Fund, The Goldman Sachs Group, Inc. or the Goldman Sachs Seed
Account will either mirror vote its shares or seek the advice of an independent proxy voting agent.
The Goldman Sachs Group, Inc., a Delaware corporation with a principal address of 85 Broad
Street, New York, NY 10004, has provided, through the Goldman Sachs Seed Account, an initial
investment in the Structured International Tax-Managed Equity Fund. For so long as this investment
represents a greater than 25% interest in the Fund, The Goldman Sachs Group, Inc. and the Goldman
Sachs Seed Account will be considered control persons of the Fund for purposes of the 1940 Act.
For so long as The Goldman Sachs Group, Inc. or the Goldman Sachs Seed Account are control persons,
in the event of a proxy affecting the Fund, The Goldman Sachs Group, Inc. or the Goldman Sachs Seed
Account will either mirror vote its shares or seek the advice of an independent proxy voting agent.
Except as listed above, the Trust does not know of any other person who owns of record or
beneficially 5% or more of any class of a Funds shares.
B-92
TAXATION
The following are certain additional U.S. federal income tax considerations generally
affecting the Funds and the purchase, ownership and disposition of shares of the Funds that are not
described in the Prospectuses. The discussions below and in the Prospectus are only summaries and
are not intended as substitutes for careful tax planning. They do not address special tax rules
applicable to certain classes of investors, such as tax-exempt entities, insurance companies and
financial institutions. Each prospective shareholder is urged to consult his or her own tax
adviser with respect to the specific federal, state, local and foreign tax consequences of
investing in each Fund. The summary is based on the laws in effect on the date of this SAI, which
are subject to change.
Fund Taxation
Each Fund is treated as a separate taxable entity and has elected to be treated and intend to
qualify for each taxable year as regulated investment companies under Subchapter M of Subtitle A,
Chapter 1, of the Code.
There are certain tax requirements that each Fund must follow if it is to avoid federal
taxation. In their efforts to adhere to these requirements, the Funds may have to limit their
investment activities in some types of instruments. Qualification as a regulated investment
company under the Code requires, among other things, that (i) the Fund derive at least 90% of its
gross income for each taxable year from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stocks or securities or foreign currencies, net
income from qualified publicly traded partnerships or other income (including but not limited to
gains from options, futures, and forward contracts) derived with respect to the Funds business of
investing in stocks, securities or currencies (the 90% gross income test); and (ii) the Fund
diversify its holdings so that in general, at the close of each quarter of its taxable year, (a) at
least 50% of the fair market value of the Funds total (gross) assets is comprised of cash, cash
items, U.S. Government securities, securities of other regulated investment companies and other
securities limited in respect of any one issuer to an amount not greater in value than 5% of the
value of such Funds total assets and to not more than 10% of the outstanding voting securities of
such issuer, and (b) not more than 25% of the value of its total (gross) assets is invested in the
securities of any one issuer (other than U.S. Government securities and securities of other
regulated investment companies), two or more issuers controlled by the Fund and engaged in the
same, similar or related trades or businesses, or certain publicly traded partnerships.
For purposes of the 90% gross income test, income that a Fund earns from equity interests in
certain entities that are not treated as corporations or as qualified publicly traded partnerships
for U.S. federal income tax purposes (
e.g.
, partnerships or trusts) will generally have the same
character for the Fund as in the hands of such an entity; consequently, a Fund may be required to
limit its equity investments in any such entities that earn fee income, rental income, or other
nonqualifying income. In addition, future Treasury regulations could provide that qualifying
income under the 90% gross income test will not include gains from foreign currency transactions
that are not directly related to a Funds principal business of investing in stock or securities or
options and futures with respect to stock or securities. Using foreign currency positions or
entering into foreign currency options, futures and forward or swap contracts for purposes other
than hedging currency risk with respect to securities in a Funds portfolio or anticipated to be
acquired may not qualify as directly-related under these tests.
If a Fund complies with the foregoing provisions, then in any taxable year in which the Fund
distributes, in compliance with the Codes timing and other requirements, an amount at least equal
to the sum of 90% of its investment company taxable income (which includes dividends, taxable
interest, taxable accrued original issue discount and market discount income, income from
securities lending, any net short-term capital gain in excess of net long-term capital loss,
certain net realized foreign exchange gains and any other taxable income other than net capital
gain, as defined below, and is reduced by deductible expenses), plus 90% of the excess of its
gross tax-exempt interest income (if any) over certain disallowed deductions, the Fund (but not its
shareholders) will be relieved of federal income tax on any income of the Fund, including long-term
capital gains, distributed to shareholders. If, instead, a Fund retains any investment company
taxable income or net capital gain (the excess of net long-term capital gain over net short-term
capital loss), it will be subject to a tax at regular corporate rates on the amount retained.
Because there are some uncertainties regarding the computation of the amounts deemed distributed
B-93
to Fund shareholders for these purposes including, in particular, uncertainties regarding the
portion, if any, of amounts paid in redemption of Fund shares that should be treated as such
distributions there can be no assurance that each Fund will avoid corporate-level tax in each
year.
Each Fund generally intends to distribute for each taxable year to its shareholders all or
substantially all of its investment company taxable income, net capital gain and any 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 International Equity Dividend and Premium, Structured International Tax-Managed Equity
and International Real Estate Securities Funds and may therefore make it more difficult for such a
Fund to satisfy the distribution requirements described above, as well as the excise tax
distribution requirements described below. Each Fund generally expects, however, to be able to
obtain sufficient cash to satisfy those requirements, from new investors, the sale of securities or
other sources. If for any taxable year a Fund does not qualify as a regulated investment company,
it will be taxed on all of its taxable income and net capital gain at corporate rates, and its
distributions to shareholders will be taxable as ordinary dividends to the extent of its current
and accumulated earnings and profits.
If a Fund retains any net capital gain, the Fund may designate the retained amount as
undistributed capital gains in a notice to its shareholders who (1) if subject to U.S. federal
income tax on long-term capital gains, will be required to include in income for federal income tax
purposes, as long-term capital gain, their shares of that undistributed amount, and (2) will be
entitled to credit their proportionate shares of the tax paid by the Fund against their U.S.
federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds those
liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder
of the Fund will be increased by the amount of any such undistributed net capital gain included in
the shareholders gross income and decreased by the federal income tax paid by the Fund on that
amount of net capital gain.
To avoid a 4% federal excise tax, each Fund must distribute (or be deemed to have distributed)
by December 31 of each calendar year at least 98% of its taxable ordinary income for the calendar
year, at least 98% of the excess of its capital gains over its capital losses (generally computed
on the basis of the one-year period ending on October 31 of such year), and all taxable ordinary
income and the excess of capital gains over capital losses for all previous years that were not
distributed for those years and on which the Fund paid no federal income tax. For federal income
tax purposes, dividends declared by a Fund in October, November or December to shareholders of
record on a specified date in such a month and paid during January of the following year are
taxable to such shareholders, and deductible by the Fund, as if paid on December 31 of the year
declared. Each Fund anticipates that it will generally make timely distributions of income and
capital gains in compliance with these requirements so that it will generally not be required to
pay the excise tax.
For federal income tax purposes, each Fund is generally permitted to carry forward a net
capital loss in any taxable year to offset its own capital gains, if any, during the eight taxable
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. As of
December 31, 2007, the following Funds had capital loss carryforwards approximating the amounts
indicated, expiring in the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of
|
Fund
|
|
Amount
|
|
Expiration
|
Tollkeeper Fund
|
|
$
|
(2,316,347
|
)
|
|
|
2008
|
|
|
|
|
(727,953,163
|
)
|
|
|
2009
|
|
|
|
|
(476,409,289
|
)
|
|
|
2010
|
|
|
|
|
(137,998,151
|
)
|
|
|
2011
|
|
|
|
|
(1,145,651
|
)
|
|
|
2012
|
|
Structured Tax-Managed Equity Fund
|
|
$
|
(16,243,287
|
)
|
|
|
2009
|
|
|
|
|
(20,748,975
|
)
|
|
|
2010
|
|
|
|
|
(209,608
|
)
|
|
|
2011
|
|
|
|
|
(19,869,694
|
)
|
|
|
2015
|
|
|
B-94
Gains and losses on the sale, lapse, or other termination of options and futures contracts,
options thereon and certain forward contracts (except certain foreign currency options, forward
contracts and futures contracts) will generally be treated as capital gains and losses. Certain of
the futures contracts, forward contracts and options held by a Fund will be required to be
marked-to-market for federal tax purposes that is, treated as having been sold at their fair
market value on the last day of the Funds taxable year (or, for excise tax purposes, on the last
day of the relevant period). These provisions may require a Fund to recognize income or gains without a
concurrent receipt of cash. Any gain or loss recognized on actual or deemed sales of these futures
contracts, forward contracts, or options will (except for certain foreign currency options, forward
contracts, and futures contracts) be treated as 60% long-term capital gain or loss and 40%
short-term capital gain or loss. As a result of certain hedging transactions entered into by a
Fund, it may be required to defer the recognition of losses on futures contracts, forward
contracts, and options or underlying securities or foreign currencies to the extent of any
unrecognized gains on related positions held by the Fund, and the characterization of gains or
losses as long-term or short-term may be changed. The tax provisions described in this paragraph
may affect the amount, timing and character of a Funds distributions to shareholders. The
application of certain requirements for qualification as a regulated investment company and the
application of certain other tax rules may be unclear in some respects in connection with certain
investment practices such as dollar rolls, or investments in certain derivatives, including
interest rate swaps, floors, caps and collars, currency swaps, total return swaps, mortgage swaps,
index swaps, forward contracts and structured notes. As a result, a Fund may therefore be required
to limit its investments in such transactions and it is also possible that the Internal Revenue
Service may not agree with a Funds tax treatment of such transactions. In addition, the tax
treatment of derivatives, and certain other investments, may be affected by future legislation,
Treasury Regulations and guidance issued by the Internal Revenue Service that could affect the
timing, character and amount of a Funds income and gains and distributions to shareholders.
Certain tax elections may be available to a Fund to mitigate some of the unfavorable consequences
described in this paragraph
Section 988 of the Code contains special tax rules applicable to certain foreign currency
transactions and instruments, which may affect the amount, timing and character of income, gain or
loss recognized by a Fund. Under these rules, foreign exchange gain or loss realized with respect
to foreign currencies and certain futures and options thereon, foreign currency-denominated debt
instruments, foreign currency forward contracts, and foreign currency-denominated payables and
receivables will generally be treated as ordinary income or loss, although in some cases elections
may be available that would alter this treatment. If a net foreign exchange loss treated as
ordinary loss under Section 988 of the Code were to exceed a Funds investment company taxable
income (computed without regard to that loss) for a taxable year, the resulting loss would not be
deductible by the Fund or its shareholders in future years. Net loss, if any, from certain foreign
currency transactions or instruments could exceed net investment income otherwise calculated for
accounting purposes, with the result being either no dividends being paid or a portion of a Funds
dividends being treated as a return of capital for tax purposes, nontaxable to the extent of a
shareholders tax basis in his shares and, once such basis is exhausted, generally giving rise to
capital gains.
A Funds investment, if any, in zero coupon securities, deferred interest securities, certain
structured securities or other securities bearing original issue discount or, if a Fund elects to
include market discount in income currently, market discount, as well as any marked-to-market
gain from certain options, futures or forward contracts, as described above, will in many cases
cause the Fund to realize income or gain before the receipt of cash payments with respect to these
securities or contracts. For a Fund to obtain cash to enable the Fund to distribute any such
income or gain, to maintain its qualification as a regulated investment company and to avoid
federal income and excise taxes, the Fund may be required to liquidate portfolio investments sooner
than it might otherwise have done.
Investments in lower-rated securities may present special tax issues for a Fund to the extent
actual or anticipated defaults may be more likely with respect to those kinds of securities. Tax
rules are not entirely clear about issues such as when an investor in such securities may cease to
accrue interest, original issue discount, or market discount; when and to what extent deductions
may be taken for bad debts or worthless securities; how payments received on obligations in default
should be allocated between principal and income; and whether exchanges of debt obligations in a
workout context are taxable. These and other issues will generally need to be addressed by a Fund,
in the event it invests in such securities, so as to seek to eliminate or to minimize any adverse
tax consequences.
B-95
Each Fund anticipates that it may be subject to foreign taxes on its 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. Except for the
International Real Estate Securities Fund, Structured International Tax-Managed Equity Fund and
International Equity Dividend and Premium Fund, the Funds will not be eligible to elect to pass
through foreign taxes to the shareholders but will be entitled to deduct such taxes in computing
the amounts they are required to distribute.
If a Fund acquires stock (including, under proposed regulations, an option to acquire stock
such as is inherent in a convertible bond) in certain foreign corporations that receive at least
75% of their annual gross income from passive sources (such as interest, dividends, rents,
royalties or capital gain) or hold at least 50% of their assets in investments producing such
passive income (passive foreign investment companies), the Fund could be subject to federal
income tax and additional interest charges on excess distributions received from such companies
or gain from the sale of stock in such companies, even if all income or gain actually received by
the Fund is timely distributed to its shareholders. The Fund will not be able to pass through to
its shareholders any credit or deduction for such a tax. In some cases, elections may be available
that will ameliorate these adverse tax consequences, but those elections will require the Fund to
include each year certain amounts as income or gain (subject to the distribution requirements
described above) without a concurrent receipt of cash. Each Fund may attempt to limit and/or to
manage its holdings in passive foreign investment companies to minimize its tax liability or
maximize its return from these investments.
If a Fund invests in certain REITs or in REMIC residual interests, a portion of the Funds
income may be classified as excess inclusion income. A shareholder that is otherwise not subject
to tax may be taxable on their share of any such excess inclusion income as unrelated business
taxable income. In addition, tax may be imposed on a Fund on the portion of any excess inclusion
income allocable to any shareholders that are classified as disqualified organizations.
Non-U.S. Shareholders
The discussion above relates solely to U.S. federal income tax law as it applies to U.S.
persons subject to tax under such law.
Distributions to shareholders who, as to the United States, are not U.S. persons, (
i.e.
, are
nonresident aliens, foreign corporations, fiduciaries of foreign trusts or estates, foreign
partnerships or other non-U.S. investors) generally will be subject to U.S. federal withholding tax
at the rate of 30% on distributions treated as ordinary income unless the tax is reduced or
eliminated pursuant to a tax treaty or the distributions are effectively connected with a U.S.
trade or business of the shareholder; but distributions of net capital gain, including amounts
retained by a Fund which are designated as undistributed capital gains, to such a non-U.S.
shareholder will not be subject to U.S. federal income or withholding tax unless the distributions
are effectively connected with the shareholders trade or business in the United States or, in the
case of a shareholder who is a nonresident alien individual, the shareholder is present in the
United States for 183 days or more during the taxable year and certain other conditions are met.
Any capital gain realized by a non-U.S. shareholder upon a sale or redemption of shares of a
Fund will not be subject to U.S. federal income or withholding tax unless the gain is effectively
connected with the shareholders trade or business in the U.S., or in the case of a shareholder who
is a nonresident alien individual, the shareholder is present in the U.S. for 183 days or more
during the taxable year and certain other conditions are met.
Non-U.S. persons who fail to furnish a Fund with the proper IRS Form W-8 (
i.e.
, W-8BEN,
W-8ECI, W-8IMY or W-8EXP), or an acceptable substitute, may be subject to backup withholding at a
28% rate on dividends (including capital gain dividends) and on the proceeds of redemptions and
exchanges.
Also, non-U.S. shareholders of a Fund may be subject to U.S. estate tax with respect to their
Fund shares.
Each shareholder who is not a U.S. person should consult his or her tax adviser regarding the
U.S. and non-U.S. tax consequences of ownership of shares of, and receipt of distributions from,
the Funds.
B-96
State and Local
Each Fund may be subject to state or local taxes in jurisdictions in which the Fund is deemed
to be doing business. In addition, in those states or localities that impose income taxes, the
treatment of such a Fund and its shareholders under those jurisdictions tax laws may differ from
the treatment under federal income tax laws, and investment in such a Fund may have tax
consequences for shareholders that are different from those of a direct investment in the Funds portfolio securities. Shareholders should consult their own tax advisers
concerning state and local tax matters.
FINANCIAL STATEMENTS
The audited financial statements and related reports of PricewaterhouseCoopers LLP,
independent registered public accounting firm for the Funds, contained in the Funds 2007 annual
reports are hereby incorporated by reference. The financial statements in each Funds annual
report have been incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing. No other parts of any annual report
are incorporated by reference herein. The Structured International Tax-Managed Equity Fund and
International Equity Dividend and Premium Fund commenced operations on January 10, 2008, and have
not yet issued an annual report. A copy of the annual report of each Fund, when available, may be
obtained upon request and without charge by writing Goldman, Sachs & Co., P.O. Box 06050, Chicago,
Illinois 60606 or by calling Goldman, Sachs & Co., at the telephone number on the back cover of
each Funds Prospectus.
PROXY VOTING
The Trust, on behalf of the Funds, has delegated the voting of portfolio securities to the
Investment Adviser. The Investment Adviser has adopted policies and procedures (the Policy) for
the voting of proxies on behalf of client accounts for which the Investment Adviser has voting
discretion, including the Funds. Under the Policy, the Investment 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
B-97
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 a Funds managers based on their assessment of the particular
transactions or other matters at issue.
Information regarding how the Funds voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is available on or through the Funds website at
http://www.goldmansachsfunds.com and on the SECs website at http://www.sec.gov.
PAYMENTS TO INTERMEDIARIES
The Investment Adviser, distributor and/or their affiliates may make payments to Authorized
Dealers, Service Organizations and other financial intermediaries (Intermediaries) from time to
time to promote the sale, distribution and/or servicing of shares of the Funds. 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 Funds or their shareholders. The
Additional Payments are in addition to the distribution and service fees paid by the Funds
described in the Funds Prospectuses and this 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 Funds, which may consist of payments relating to Funds included on
preferred or recommended fund lists or in certain sales programs from time to time sponsored by the
Intermediaries; access to the Intermediaries registered representatives or salespersons, including
at conferences and other meetings; assistance in training and education of personnel; finders or
referral fees for directing investors to the Funds; marketing support fees for providing
assistance in promoting the sale of Fund shares (which may include promotions in communications
with the Intermediaries customers, registered representatives and salespersons); and/or other
specified services intended to assist in the distribution and marketing of the Funds. In addition,
the Investment Adviser, Distributor and/or their affiliates may make Additional Payments (including
through sub-transfer agency and networking agreements) for subaccounting, administrative and/or
shareholder processing services that are in addition to the transfer agent, shareholder
administration, servicing and processing fees paid by the Funds. These payments may exceed amounts
earned on these assets by the Investment Adviser, Distributor and/or their affiliates for the
performance of these or similar services. 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
B-98
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 FINRA
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. In addition, certain Intermediaries may have access to certain research and
investment services from the Investment Adviser, Distributor and/or their affiliates. In certain
cases, the Intermediary may not pay for these products or services. Such research and investment
services (Additional Services) may include research reports, economic analysis, portfolio
analysis tools, business planning services, certain marketing and investor education materials and
strategic asset allocation modeling.
The Additional Payments made by the Investment Adviser, Distributor and/or their affiliates or
the Additional Services received by an Intermediary may be different for different Intermediaries
and may vary with respect to the type of fund (
e.g.
, equity fund, fixed income fund, specialty
fund, asset allocation portfolio or money market fund) sold by the Intermediary. In addition, the
Additional Payment arrangements may include breakpoints in compensation which provide that the
percentage rate of compensation varies as the dollar value of the amount sold or invested through
an Intermediary increases. The presence of these Additional Payments or Additional Services, the
varying fee structure and the basis on which an Intermediary compensates its registered
representatives or salespersons may create an incentive for a particular Intermediary, registered
representative or salesperson to highlight, feature or recommend Funds based, at least in part, on
the level of compensation paid. Shareholders should contact their Authorized Dealer or other
Intermediary for more information about the payments they receive and any potential conflicts of
interest.
For the fiscal year ended December 31, 2007, the Investment Adviser, Distributor and their
affiliates made Additional Payments out of their own assets to approximately 105 Intermediaries.
During the fiscal year ended December 31, 2007, the Investment Adviser, Distributor and their
affiliates paid to Intermediaries approximately $75.5 million in Additional Payments (excluding
payments made through sub-transfer agency and networking agreements) with respect to all funds of
the Trust (including the Funds included in this SAI) and an affiliated investment company, Goldman
Sachs Variable Insurance Trust.
Shareholders should contact their Authorized Dealer or other Intermediary for more information
about the Additional Payments or Additional Services they receive and any potential conflicts of
interest. For additional questions, please contact Goldman Sachs Funds at 1-800-621-2550.
OTHER INFORMATION
Selective Disclosure of Portfolio Holdings
The Board of Trustees of the Trust and the Investment Adviser have adopted a policy on
selective disclosure of portfolio holdings in accordance with regulations that seek to ensure that
disclosure of information about portfolio securities is in the best interest of Fund shareholders
and to address the conflicts between the interests of Fund shareholders and its service providers.
The policy provides that neither a Fund nor its Investment Adviser, Distributor or any agent, or
any employee thereof (Fund Representative) will disclose a 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 a Fund nor any
Fund Representative may solicit or accept any compensation or other consideration in connection
with the disclosure of portfolio holdings information. A Fund Representative may provide portfolio
holdings information to third parties if such information has been included in the 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.
B-99
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 Funds, as well as rating and ranking organizations,
will generally be permitted; however, information may be disclosed to other third parties
(including, without limitation, individuals, institutional investors, and intermediaries that sell
shares of the Fund,) only upon approval by the 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 the Funds, also receives certain non-public holdings information on
an ongoing basis in order to facilitate compliance with the auditor independent requirements to
which it is subject. In addition, certain fixed income funds of the Trust provide non-public
portfolio holdings information to Standard & Poors Rating Services to allow such Funds to be rated
by it and certain equity funds provide non-public portfolio holdings 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 Funds
may release non-public portfolio holdings information of the Funds only with the permission of Fund
Representatives. From time to time portfolio holdings information may be provided to
broker-dealers solely in connection with a Fund seeking portfolio securities trading suggestions.
In providing this information reasonable precautions, including limitations on the scope of the
portfolio holdings information disclosed, are taken to avoid any potential misuse of the disclosed
information. All marketing materials prepared by the Trusts principal underwriter are reviewed by
Goldman Sachs Compliance department for consistency with the Trusts portfolio holdings disclosure
policy.
The Goldman Sachs equity funds currently intend to publish on the Trusts website
(http://www.goldmansachsfunds.com) complete portfolio holdings for each equity fund as of the end
of each calendar quarter subject to a fifteen calendar day lag between the date of the information
and the date on which the information is disclosed. In addition, the Goldman Sachs equity funds
intend to publish on their website month-end top ten holdings subject to a ten calendar day lag
between the date of the information and the date on which the information is disclosed. The
Goldman Sachs non-money market fixed income Funds currently intend to publish complete portfolio
holdings on their website as of the end of each fiscal quarter, subject to a thirty calendar day
lag, and to post selected holdings information monthly on a ten calendar day lag. A Fund may
publish on the website complete portfolio holdings information more frequently if it has a
legitimate business purpose for doing so.
Under the policy, Fund Representatives will initially supply the Board of the Trustees with a
list of third parties who receive portfolio holdings information pursuant to any ongoing
arrangement. In addition, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were permitted during the
preceding quarter. In addition, the Board of Trustees is to approve at its meetings a list of Fund
Representatives who are authorized to disclose portfolio holdings information under the policy. As
of the date of this 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 Structured Tax-Managed Equity Fund may pay redemptions, in part or in whole, by a
distribution in kind of securities (instead of cash) from the Fund. Unlike other funds of the
Trust, the Structured Tax-Managed Equity Fund has
not
elected, pursuant to Rule 18f-1 under
the Act, to pay in cash all requests for redemptions 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 Tollkeeper Fund,
U.S. Equity Dividend and Premium Fund, Real Estate Securities Fund, International Real
B-100
Estate Securities Fund, Structured International Tax-Managed Equity Fund, Commodity Strategy Fund and
International Equity Dividend and Premium 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 Tollkeeper Fund, U.S. Equity Dividend and Premium Fund, Real Estate Securities
Fund, International Real Estate Securities Fund, Structured International Tax-Managed Equity Fund,
Commodity Strategy Fund and International Equity Dividend and Premium Fund, however, reserve the
right to pay redemptions exceeding $250,000 or 1% of the net asset value of the Fund at the time of
redemption by a distribution in kind of securities (instead of cash) from such Fund. The
securities distributed in kind would be readily marketable and would be valued for this purpose
using the same method employed in calculating the 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 each Fund may be
suspended for more than seven days for any period during which the New York Stock Exchange is
closed, other than the customary weekends or holidays, or when trading on such Exchange is
restricted as determined by the SEC; or during any emergency, as determined by the SEC, as a result
of which it is not reasonably practicable for such Fund to dispose of securities owned by it or
fairly to determine the value of its net assets; or for such other period as the SEC may by order
permit for the protection of shareholders of such Fund. (The Trust may also suspend or postpone
the recordation of the transfer of shares upon the occurrence of any of the foregoing conditions.)
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 Funds 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 Funds 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 Funds must own
securities having a market value in excess of 300% of each 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 Funds based on the amount of the
commitment that has not been utilized. During the fiscal year ended December 31, 2007, the Funds
did not have any borrowings under the facility.
B-101
Large Trade Notifications
The Transfer Agent may from time to time receive notice that an Authorized Dealer or other
financial intermediary has received an order for a large trade in a Funds shares. The Fund may
determine to enter into portfolio transactions in anticipation of that order, even though the order
will not be processed until the following business day. This practice provides for a closer
correlation between the time shareholders place trade orders and the time a Fund enters into
portfolio transactions based on those orders, and permits the Fund to be more fully invested in
investment securities, in the case of purchase orders, and to more orderly liquidate their
investment positions, in the case of redemption orders. On the other hand, the Authorized Dealer
or other financial intermediary may not ultimately process the order. In this case, the Fund may
be required to borrow assets to settle the portfolio transactions entered into in anticipation of that order, and would therefore incur borrowing
costs. The Fund may also suffer investment losses on those portfolio transactions. Conversely, the
Fund would benefit from any earnings and investment gains resulting from such portfolio
transactions.
DISTRIBUTION AND SERVICE PLANS
(Class A Shares, Class B Shares, Class C Shares and Class R Shares Only)
Distribution and Service Plans
.
As described in the Prospectus, the Trust has
adopted, on behalf of Class A, Class B, Class C and Class R Shares of each Fund, distribution and
service plans (each a Plan). See Shareholder Guide Distribution and Service Fees in the
Prospectus. The distribution fees payable under the Plans are subject to Rule 12b-1 under the Act
and finance distribution and other services that are provided to investors in the Funds and enable
the Funds to offer investors the choice of investing in either Class A, Class B, Class C or Class R
Shares when investing in the Funds. In addition, distribution fees payable under the Plans may be
used to assist the Funds in reaching and maintaining asset levels that are efficient for the Funds
operations and investments.
The Plans for each Funds Class A, Class B and Class C Shares were most recently approved on
June 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. The Plans for
each Funds Class R Shares were most recently approved by a majority vote of the Trustees of the
Trust, including a majority of the non-interested Trustees of the Trust who have no direct or
indirect financial interest in the Plans, cast in person at a meeting called for the purpose of
approving the Plans on November 8, 2007.
The compensation for distribution services payable under a Plan to Goldman Sachs may not
exceed 0.25%, 0.75%, 0.75% and 0.50% per annum of a Funds average daily net assets attributable to
Class A, Class B, Class C and Class R Shares, respectively, of such Fund.
Under the Plans for Class B and Class C Shares, Goldman Sachs is also entitled to receive a
separate fee for personal and account maintenance services equal on an annual basis to 0.25% of
each Funds average daily net assets attributable to Class B or Class C Shares. With respect to
Class A and Class R 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, Class B, Class C and Class R Shares
may be sold by Goldman Sachs as distributor to entities which provide financing for payments to
Authorized Dealers in respect of sales of Class A, Class B, Class C and Class R Shares. To the
extent such fees are not paid to such dealers, Goldman Sachs may retain such fees as compensation
for its services and expenses of distributing the Funds Class A, Class B, Class C and Class R
Shares.
Under each Plan, Goldman Sachs, as distributor of each Funds Class A, Class B, Class C and
Class R Shares, will provide to the Trustees of the Trust for their review, and the Trustees of the
Trust will review at least quarterly a
B-102
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, Class B, Class C or Class R Shares of the affected Fund and affected share class but may be
amended without shareholder approval to increase materially the amount of non-distribution
compensation. All material amendments of a Plan must also be approved by the Trustees of the Trust
in the manner described above. A Plan may be terminated at any time as to any Fund without payment
of any penalty by a vote of a majority of the non-interested Trustees of the Trust or by vote of a
majority of the Class A, Class B, Class C or Class R Shares, respectively, of the
affected Fund and affected share class. If a Plan was terminated by the Trustees of the Trust and
no successor plan was adopted, the Fund would cease to make payments to Goldman Sachs under the
Plan and Goldman Sachs would be unable to recover the amount of any of its unreimbursed
expenditures. So long as a Plan is in effect, the selection and nomination of non-interested
Trustees of the Trust will be committed to the discretion of the non-interested Trustees of the
Trust. The Trustees of the Trust have determined that in their judgment there is a reasonable
likelihood that the Plans will benefit the Funds and their Class A, Class B, Class C and Class R
shareholders.
The following chart shows the distribution and service fees paid to Goldman Sachs for the fiscal
years ended December 31, 2007, December 31, 2006 and December 31, 2005, by each Fund pursuant to
the Class A Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31, 2007
|
|
December 31, 2006
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
622,463
|
|
|
$
|
260,321
|
|
|
$
|
14,236
|
|
Tollkeeper Fund
|
|
|
329,677
|
|
|
|
294,271
|
|
|
|
332,975
|
|
Structured Tax-Managed Equity Fund
|
|
|
555,262
|
|
|
|
271,098
|
|
|
|
125,740
|
|
Real Estate Securities Fund
|
|
|
1,086,634
|
|
|
|
941,034
|
|
|
|
698,483
|
|
International Real Estate Securities
Fund**
|
|
|
1,571,618
|
|
|
|
124,861
|
|
|
|
|
|
Commodity Strategy Fund***
|
|
|
111,716
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
|
|
**
|
|
The International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
***
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
The following chart shows the distribution and service fees that would have been paid to
Goldman Sachs for the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005
by each applicable Fund pursuant to the Class A Plan, without the voluntary limitations then in
effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31, 2007
|
|
December 31, 2006
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
622,463
|
|
|
$
|
260,321
|
|
|
$
|
14,236
|
|
Tollkeeper Fund
|
|
|
329,677
|
|
|
|
294,271
|
|
|
|
332,975
|
|
Structured Tax-Managed Equity Fund
|
|
|
555,262
|
|
|
|
271,098
|
|
|
|
125,740
|
|
Real Estate Securities Fund
|
|
|
1,086,634
|
|
|
|
941,034
|
|
|
|
698,483
|
|
International Real Estate Securities
Fund**
|
|
|
1,571,618
|
|
|
|
124,861
|
|
|
|
|
|
Commodity Strategy Fund***
|
|
|
111,716
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
B-103
|
|
|
|
**
|
|
The International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
|
|
***
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
B-104
The following chart shows the distribution and service fees paid to Goldman Sachs for the
fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005 by each applicable
Fund pursuant to the Class B Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31, 2007
|
|
December 31, 2006
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
$
|
974,278
|
|
|
$
|
1,060,240
|
|
|
$
|
1,374,818
|
|
Structured Tax-Managed Equity Fund
|
|
|
234,289
|
|
|
|
250,759
|
|
|
|
252,993
|
|
Real Estate Securities Fund
|
|
|
197,062
|
|
|
|
224,720
|
|
|
|
226,953
|
|
|
The following chart shows the distribution and service fees paid to Goldman Sachs for the
fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005 by each applicable
Fund pursuant to the Class C Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31, 2007
|
|
December 31, 2006
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund*
|
|
$
|
132,715
|
|
|
$
|
42,980
|
|
|
$
|
1,258
|
|
Tollkeeper Fund
|
|
|
554,737
|
|
|
|
553,639
|
|
|
|
671,509
|
|
Structured Tax-Managed Equity Fund
|
|
|
312,183
|
|
|
|
255,915
|
|
|
|
217,351
|
|
Real Estate Securities Fund
|
|
|
236,629
|
|
|
|
230,200
|
|
|
|
187,548
|
|
International Real Estate Securities Fund**
|
|
|
115,437
|
|
|
|
997
|
|
|
|
|
|
Commodity Strategy Fund***
|
|
|
1,271
|
|
|
|
|
|
|
|
|
|
Structured International Tax-Managed
Equity Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
U.S. Equity Dividend and Premium Fund commenced operations on August 31, 2005.
|
|
**
|
|
International Real Estate Securities Fund commenced operations on July 31, 2006.
|
|
***
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
****
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
The following chart shows the distribution and service fees paid to Goldman Sachs for the fiscal
year ended December 31, 2007 by each applicable Fund pursuant to the Class R Plan:
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
|
December 31, 2007
*
|
|
|
|
|
|
Real Estate Securities Fund
|
|
$
|
4
|
|
Commodity Strategy Fund
|
|
|
4
|
|
|
|
|
|
|
*
|
|
The Class R Shares of the Funds commenced operations on November 30, 2007.
|
|
B-105
During the fiscal year ended December 31, 2007, Goldman Sachs incurred the following expenses
in connection with distribution under the Class A Plan of each applicable Fund:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mailing of
|
|
|
|
|
|
|
|
|
Compensation and
|
|
Allocable
|
|
Prospectuses to
|
|
Preparation and
|
|
|
|
|
|
|
Expenses of
|
|
Overhead,
|
|
Other Than
|
|
Distribution of Sales
|
|
|
Compensation to
|
|
the Distributor
|
|
Telephone and
|
|
Current
|
|
Literature and
|
|
|
Dealers
1
|
|
& Its Sales Personnel
|
|
Travel Expenses
|
|
Shareholders
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
555,558
|
|
|
|
1,061,642
|
|
|
|
132,121
|
|
|
|
31,426
|
|
|
|
7,395
|
|
Tollkeeper Fund
|
|
|
301,808
|
|
|
|
269,628
|
|
|
|
92,840
|
|
|
|
22,083
|
|
|
|
5,196
|
|
Structured Tax-Managed Equity Fund
|
|
|
582,041
|
|
|
|
690,444
|
|
|
|
176,076
|
|
|
|
41,881
|
|
|
|
9,855
|
|
U.S. Equity Dividend and Premium Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate Securities Fund
|
|
|
2,423
|
|
|
|
594,765
|
|
|
|
199,260
|
|
|
|
47,396
|
|
|
|
11,152
|
|
Commodity Strategy Fund
2
|
|
|
|
|
|
|
124,133
|
|
|
|
28,403
|
|
|
|
6,756
|
|
|
|
1,590
|
|
Structured International Tax-Managed
Equity Fund
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Advance commissions paid to dealers of 1% on Class A Shares are considered deferred
assets which are amortized over a period of 18 months; amounts presented above reflect
amortization expense recorded during the period presented.
|
|
|
2
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
3
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
B-106
During the fiscal year ended December 31, 2007, Goldman Sachs incurred the following expenses
in connection with distribution under the Class B Plan of each applicable Fund with Class B Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mailing of
|
|
Preparation and
|
|
|
|
|
|
|
Compensation and
|
|
Allocable
|
|
Prospectuses to
|
|
Distribution of
|
|
|
|
|
|
|
Expenses of
|
|
Overhead,
|
|
Other Than
|
|
Sales
|
|
|
Compensation to
|
|
the Distributor &
|
|
Telephone and
|
|
Current
|
|
Literature and
|
|
|
Dealers
1
|
|
Its Sales Personnel
|
|
Travel
|
|
Shareholders
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
152,836
|
|
|
|
66,631
|
|
|
|
26,990
|
|
|
|
6,420
|
|
|
|
1,511
|
|
Tollkeeper Fund
|
|
|
339,654
|
|
|
|
383,627
|
|
|
|
153,213
|
|
|
|
36,443
|
|
|
|
8,575
|
|
Structured Tax-Managed Equity Fund
|
|
|
80,740
|
|
|
|
53,387
|
|
|
|
18,802
|
|
|
|
4,472
|
|
|
|
1,052
|
|
|
|
|
|
1
|
|
Advance commissions paid to dealers of 4% on Class B shares are
considered deferred assets which are amortized over a period of 6 years; amounts
presented above reflect amortization expense recorded during the period
presented.
|
B-107
During the fiscal year ended December 31, 2007, Goldman Sachs incurred the following
expenses in connection with distribution under the Class C Plan of each applicable Fund with
Class C Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mailing of
|
|
Preparation and
|
|
|
|
|
|
|
Compensation and
|
|
Allocable
|
|
Prospectuses to
|
|
Distribution of
|
|
|
|
|
|
|
Expenses of
|
|
Overhead,
|
|
Other Than
|
|
Sales Literature
|
|
|
Compensation to
|
|
the Distributor &
|
|
Telephone and
|
|
Current
|
|
and
|
|
|
Dealers
1
|
|
Its Sales Personnel
|
|
Travel Expenses
|
|
Shareholders
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
248,229
|
|
|
|
2,206
|
|
|
|
22,012
|
|
|
|
5,236
|
|
|
|
1,232
|
|
Tollkeeper Fund
|
|
|
604,381
|
|
|
|
103,710
|
|
|
|
57,316
|
|
|
|
13,633
|
|
|
|
3,208
|
|
Structured Tax-Managed Equity Fund
|
|
|
273,302
|
|
|
|
11,192
|
|
|
|
24,857
|
|
|
|
5,913
|
|
|
|
1,391
|
|
U.S. Equity Dividend and Premium Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Real Estate Securities Fund
|
|
|
80,578
|
|
|
|
69,212
|
|
|
|
55,262
|
|
|
|
13,145
|
|
|
|
3,093
|
|
Commodity Strategy Fund
2
|
|
|
|
|
|
|
6,988
|
|
|
|
1,484
|
|
|
|
353
|
|
|
|
83
|
|
Structured International Tax-Managed
Equity Fund
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and
Premium Fund
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Advance commissions paid to dealers of 1% on Class C shares are considered deferred assets which are amortized over a period of 1 year; amounts presented above reflect
amortization expense recorded during the period presented.
|
|
|
|
2
|
|
The Commodity Strategy Fund commenced operations on March 30, 2007.
|
|
|
|
3
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium Fund had not yet commenced operations on December 31, 2007.
|
|
B-108
During the fiscal year ended December 31, 2007, Goldman Sachs incurred the following expenses
in connection with distribution under the Class R Plan of each applicable Fund with Class R
Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing and
|
|
|
|
|
|
|
|
|
Compensation and
|
|
|
|
|
|
Mailing of
|
|
Preparation and
|
|
|
|
|
|
|
Expenses of the
|
|
Allocable Overhead,
|
|
Prospectuses to
|
|
Distribution of
|
|
|
Compensation to
|
|
Distributor &
|
|
Telephone and
|
|
Other Than
|
|
Sales Literature and
|
|
|
Dealers
1
|
|
Its Sales Personnel
|
|
Travel Expenses
|
|
Current Shareholders
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity Strategy Fund
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Advance commissions paid to dealers of 1% on Class R shares are considered
deferred assets which are amortized over a period of 1 year; amounts presented above reflect amortization expense recorded during the period
presented.
|
|
|
|
2
|
|
Class R Shares of the Funds commenced operations on November 30, 2007.
|
|
B-109
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES, REDEMPTIONS,
EXCHANGES AND DIVIDENDS
(Class A Shares, Class B Shares, Class C Shares and Class R Shares Only)
The following information supplements the information in the Prospectus under the captions
Shareholder Guide and Dividends. Please see the Prospectus for more complete information.
Maximum Sales Charges
Class A Shares of each Fund are sold with a maximum sales charge of 5.5%. Using the net asset
value per share as of December 31, 2007, the maximum offering price of each Funds Class A shares
would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Sales
|
|
Offering Price to
|
|
|
Net Asset Value
|
|
Charge
|
|
Public
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity Dividend and Premium Fund
|
|
$
|
10.34
|
|
|
|
5.5
|
%
|
|
$
|
10.94
|
|
Tollkeeper Fund
|
|
|
11.52
|
|
|
|
5.5
|
%
|
|
|
12.19
|
|
Structured Tax-Managed Equity Fund
|
|
|
11.50
|
|
|
|
5.5
|
%
|
|
|
12.17
|
|
Real Estate Securities Fund
|
|
|
15.50
|
|
|
|
5.5
|
%
|
|
|
16.40
|
|
International Real Estate Securities Fund
|
|
|
10.85
|
|
|
|
4.5
|
%
|
|
|
11.48
|
|
Commodity Strategy Fund
|
|
|
12.22
|
|
|
|
5.5
|
%
|
|
|
12.80
|
|
Structured International Tax-Managed Equity
Fund*
|
|
|
|
|
|
|
|
|
|
|
|
|
International Equity Dividend and Premium Fund*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The Structured International Tax-Managed Equity Fund and International Equity Dividend and Premium
Fund had not yet commenced operations on December 31, 2007.
|
The actual sales charge that is paid by an investor on the purchase of Class A Shares may
differ slightly from the sales charge listed above or in a 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 (
i.e.
, 5.5%). The actual sales charge that is paid by an investor will
be rounded to two decimal places. As a result of such rounding in the calculations, the actual
sales load paid by an investor may be somewhat greater (
e.g.
, 5.53%) or somewhat lesser (
e.g.
,
5.48%) than that listed above or in the Prospectuses. Contact your financial advisor for further
information.
Other Purchase Information/Sales Charge Waivers
Class A Shares of the Funds may be sold at NAV without payment of any sales charge to
state-sponsored 529 college savings plans. 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 a Fund are held in a street name account with an Authorized Dealer, all
recordkeeping, transaction processing and payments of distributions relating to the beneficial
owners account will be performed by the Authorized Dealer, and not by the Fund and its transfer
agent. Since the Funds will have no record of the beneficial owners transactions, a beneficial
owner should contact the Authorized Dealer to purchase, redeem or exchange shares, to make changes
in or give instructions concerning the account or to obtain information about the account. The
transfer of shares in a street name account to an account with another dealer or to an account
directly with the Fund involves special procedures and will require the beneficial owner to obtain
historical purchase information about the shares in the account from the Authorized Dealer.
Shareholders of the Funds of the AXA Enterprise Funds Trust, AXA Enterprise Multimanager Funds
Trust and The Enterprise Group of Funds, Inc. (AXA Funds) who (i) receive shares of a Fund of the
Trust in connection with the reorganization of the AXA Funds into the certain Funds of the Trust
and (2) fall into one of the following classes of individual or institutions that qualified to
purchase Class A Shares of the AXA Funds without a front-end sales charge will be eligible to
purchase Class A of the Funds of the Trust without a front-end sales charge: (a) any government
entity that is prohibited from paying a sales charge or commission to purchase mutual fund shares;
(b)
B-110
representatives and employees, or their immediate family members, of broker-dealers and other
intermediaries that previously had entered into selling or service arrangements with the Enterprise
Fund Distributors, Inc. with respect to the AXA Funds; (c) financial institutions and other financial institutions trust departments
with respect to funds over which they exercise exclusive discretionary investment authority and
which are held in fiduciary, agency, advisory, custodial or similar capacity; (d) investors who
were direct referrals by the Enterprise Capital Management, Inc. or AXA Equitable Life Insurance
Companys employees; (e) clients of fee-based/fee-only financial advisor; and (f) certain employee
benefit plans qualified under Sections 401, 403 and 408 of the Internal Revenue Code and Simple
IRAs, or participants of such plans that invest $100,000 or more ($500,000 or more, in the case of
Traditional Individual Retirement Accounts (IRAs), IRA rollovers, Coverdell Education Savings
Accounts or Roth IRAs).
Former shareholders of other funds that were part of another fund family who received Goldman
Sachs Fund shares in connection with a reorganization into the Goldman Sachs Funds prior to 2006
are in certain circumstances eligible to purchase Class A Shares of the Goldman Sachs Funds without
a front-end sales chare if they had qualified for such purchases under the guidelines for NAV
purchase of the prior fund family.
Shareholders of the Signal Funds of The Coventry Group (Signal Funds) who (1) receive shares
of a Fund in connection with the reorganization of the Signal Funds into certain Funds of the Trust
and (2) who are directors or officers of Signal Capital Management, or affiliates or bona fide
full-time employees of Signal Capital Management who have acted as such for not less than 90 days
(including members of their immediate families and their retirement plans) that qualified to
purchase Class A Shares of the Signal Funds without a front-end sales charge will be eligible to
purchase Class A Shares of the Funds of the Trust without a front-end sales charge.
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, Class B
and/or Class C Shares (acquired by purchase or exchange) of a 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 any Goldman Sachs Fund with a purchase price of $45,000, the sales
charge for the $45,000 purchase would be 3.75% (the rate applicable to a single purchase of
$100,000 but less than $250,000). Class A, Class B and/or Class C Shares of the Funds and Class A,
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 Funds and
any other Goldman Sachs Fund purchased by an existing client of Goldman Sachs Wealth Management or
GS Ayco Holding LLC will be combined with Class A, Class B and/or Class C Shares and other assets
held by all other Goldman Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC,
respectively. In addition, Class A, Class B and/or Class C Shares of the Funds and Class A, Class
B and/or Class C Shares of any other Goldman Sachs Fund purchased by partners, directors, officers
or employees of the same business organization, groups of individuals represented by and investing
on the recommendation of the same accounting firm, certain affinity groups or other similar
organizations (collectively, eligible persons) may be combined for the purpose of determining
whether a purchase will qualify for the right of accumulation and, if qualifying, the applicable
sales charge level. This right of accumulation is subject to the following conditions: (i) the
business organizations, groups or firms agreement to cooperate in the offering of the Funds
shares to eligible persons; and (ii) notification to the relevant Fund at the time of purchase that
the investor is eligible for this right of accumulation. In addition, in connection with SIMPLE
IRA accounts, cumulative quantity discounts are available on a per plan basis if (i) your employee
has been assigned a cumulative discount number by Goldman Sachs; and (ii) your account, alone or in
combination with the accounts of other plan participants also invested in Class A, Class B and/or
Class C Shares of the Goldman Sachs Funds, totals the requisite aggregate amount as described in
the Prospectus.
B-111
Statement of Intention (Class A)
If a shareholder anticipates purchasing at least $50,000 of Class A Shares of a Fund alone or
in combination with Class A Shares of any other Goldman Sachs Fund within a 13-month period, the
shareholder may purchase shares of the Fund at a reduced sales charge by submitting a Statement of
Intention (the Statement). Shares purchased pursuant to a Statement will be eligible for the same sales charge discount that
would have been available if all of the purchases had been made at the same time. The shareholder
or his Authorized Dealer must inform Goldman Sachs that the Statement is in effect each time shares
are purchased. There is no obligation to purchase the full amount of shares indicated in the
Statement. A shareholder may include the value of all Class A Shares on which a sales charge has
previously been paid as an accumulation credit toward the completion of the Statement, but a
price readjustment will be made only on Class A Shares purchased within ninety (90) days before
submitting the Statement. The Statement authorizes the transfer agent to hold in escrow a
sufficient number of shares which can be redeemed to make up any difference in the sales charge on
the amount actually invested. For purposes of satisfying the amount specified on the Statement,
the gross amount of each investment, exclusive of any appreciation on shares previously purchased,
will be taken into account.
The provisions applicable to the Statement, and the terms of the related escrow agreement, are
set forth in Appendix D to this SAI.
Cross-Reinvestment of Dividends and Distributions
Shareholders may receive dividends and distributions in additional shares of the same class of
a Fund or they may elect to receive them in cash or shares of the same class of other Goldman Sachs
Funds or ILA Service Shares of the Prime Obligations Portfolio or the Tax-Exempt Diversified
Portfolio, if they hold Class A Shares of a Fund, or ILA Class B or Class C Shares of the Prime
Obligations Portfolio, if they hold Class B or Class C Shares of a Fund (the ILA Portfolios).
A Fund shareholder should obtain and read the prospectus relating to any other Goldman Sachs
Fund or ILA Portfolio and its shares and consider its investment objective, policies and applicable
fees before electing cross-reinvestment into that Fund. The election to cross-reinvest dividends
and capital gain distributions will not affect the tax treatment of such dividends and
distributions, which will be treated as received by the shareholder and then used to purchase
shares of the acquired fund. Such reinvestment of dividends and distributions in shares of other
Goldman Sachs Funds or ILA Portfolios is available only in states where such reinvestment may
legally be made.
Automatic Exchange Program
A Fund shareholder may elect to exchange automatically a specified dollar amount of shares of
a Fund for shares of the same class or an equivalent class of another Goldman Sachs Fund provided
the minimum initial investment requirement has been satisfied. A Fund shareholder should obtain
and read the prospectus relating to any other Goldman Sachs Fund and its shares and consider its
investment objective, policies and applicable fees and expenses before electing an automatic
exchange into that Goldman Sachs Fund.
Class C Exchanges
As stated in the Prospectuses, Goldman Sachs normally begins paying the annual 0.75%
distribution fee on Class C Shares to Authorized Dealers after the shares have been held for one
year. When an Authorized Dealer enters into an appropriate agreement with Goldman Sachs and stops
receiving this payment on Class C Shares that have been beneficially owned by the Authorized
Dealers customers for at least ten years, those Class C Shares may be exchanged for Class A Shares
(which bear a lower distribution fee) of the same Fund at their relative net asset value without a
sales charge in recognition of the reduced payment to the Authorized Dealer.
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
B-112
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 under 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 investors 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 Funds 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 a Fund whose shares are worth at least $5,000. The Systematic Withdrawal Plan provides for
monthly payments to the participating shareholder of any amount not less than $50.
Dividends and capital gain distributions on shares held under the Systematic Withdrawal Plan
are reinvested in additional full and fractional shares of the applicable Fund at net asset value.
The transfer agent acts as agent for the shareholder in redeeming sufficient full and fractional
shares to provide the amount of the systematic withdrawal payment. The Systematic Withdrawal Plan
may be terminated at any time. Goldman Sachs reserves the right to initiate a fee of up to $5 per
withdrawal, upon thirty (30) days written notice to the shareholder. Withdrawal payments should
not be considered to be dividends, yield or income. If periodic withdrawals continuously exceed
new purchases and reinvested dividends and capital gains distributions, the shareholders original
investment will be correspondingly reduced and ultimately exhausted. The maintenance of a
withdrawal plan concurrently with purchases of additional Class A, Class B or Class C Shares would
be disadvantageous because of the sales charge imposed on purchases of Class A Shares or the
imposition of a CDSC on redemptions of Class A, Class B or Class C Shares. The CDSC applicable to
Class A, Class B or Class C Shares redeemed under a systematic withdrawal plan may be waived. See
Shareholder Guide in the Prospectuses. In addition, each withdrawal constitutes a redemption of
shares, and any gain or loss realized must be reported for federal and state income tax purposes.
A shareholder should consult his or her own tax adviser with regard to the tax consequences of
participating in the Systematic Withdrawal Plan. For further information or to request a
Systematic Withdrawal Plan, please write or call the transfer agent.
SERVICE PLAN AND
SHAREHOLDER ADMINISTRATION PLAN
(Service Shares Only)
The Tollkeeper, Structured Tax-Managed Equity and Real Estate Securities Funds have adopted a
service plan and a separate shareholder administration plan (the Plans) with respect to the
Service Shares which authorize the Funds to compensate Service Organizations for providing certain
personal and account maintenance services and shareholder administration services to their
customers who are or may become beneficial owners of such Shares. Pursuant to the Plans, each Fund
enters into agreements with Service Organizations which purchase Service Shares of the Fund on
behalf of their customers (Service Agreements). Under such Service Agreements the Service
Organizations may perform some or all of the following services:
B-113
|
(a)
|
|
Personal and account maintenance services, including: (i)
providing facilities to answer inquiries and respond to correspondence with
customers and other investors about the status of their accounts or about other
aspects of the Trust or the applicable Fund; (ii) acting as liaison between the
Service Organizations customers and the Trust, including obtaining information
from the Trust and assisting the Trust in correcting errors and resolving
problems; (iii) providing such statistical and other information as may be
reasonably requested by the Trust or necessary for the Trust to comply with
applicable federal or state law; (iv) responding to investor requests for prospectuses;
(v) displaying and making prospectuses available on the Service
Organizations premises; and (vi) assisting customers in completing
application forms, selecting dividend and other account options and opening
custody accounts with the Service Organization.
|
|
|
(b)
|
|
Shareholder administration services, including: (i) acting or
arranging for another party to act, as recordholder and nominee of the Service
Shares beneficially owned by the Service Organizations customers; (ii)
establishing and maintaining, or assist in establishing and maintaining,
individual accounts and records with respect to the Service Shares owned by
each customer; (iii) processing, or assist in processing, confirmations
concerning customer orders to purchase, redeem and exchange Service Shares;
(iv) receiving and transmitting, or assist in receiving and transmitting, funds
representing the purchase price or redemption proceeds of such Service Shares;
(v) facilitating the inclusion of Service Shares in accounts, products or
services offered to the Service Organizations customers by or through the
Service Organization; (vi) processing dividend payments on behalf of customers;
and (vii) performing other related services which do not constitute any
activity which is primarily intended to result in the sale of shares within
the meaning of Rule 12b-1 under the Act or personal and account maintenance
services within the meaning of FINRAs Conduct Rules.
|
As compensation for such services, each Fund will pay each Service Organization a personal and
account maintenance service fee and a shareholder administration service fee in an amount up to
0.25% and 0.25%, respectively, (on an annualized basis) of the average daily net assets of the
Service Shares of such Fund attributable to or held in the name of such Service Organization.
The amount of the service and shareholder administration fees paid by each Fund to Service
Organizations pursuant to the Plans was as follows for the fiscal years ended December 31, 2007,
December 31, 2006 and December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
Fiscal year ended
|
|
|
December 31, 2007
|
|
December 31, 2006
|
|
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tollkeeper Fund
|
|
$
|
1,760
|
|
|
$
|
832
|
|
|
$
|
575
|
|
Structured Tax-Managed Equity Fund
|
|
|
2,170
|
|
|
|
1,855
|
|
|
|
2,536
|
|
Real Estate Securities Fund
|
|
|
52,242
|
|
|
|
43,763
|
|
|
|
21,259
|
|
The Funds have adopted the Service Plan but not the Shareholder Administration Plan pursuant
to Rule 12b-1 under the Act in order to avoid any possibility that service fees paid to the Service
Organizations pursuant to the Service Agreements might violate the Act. Rule 12b-1, which was
adopted by the SEC under the Act, regulates the circumstances under which an investment company or
series thereof may bear expenses associated with the distribution of its shares. In particular,
such an investment company or series thereof cannot engage directly or indirectly in financing any
activity which is primarily intended to result in the sale of shares issued by the company unless
it has adopted a plan pursuant to, and complies with the other requirements of, such Rule. The
Trust believes that fees paid for the services provided in the Service Plan and described above are
not expenses incurred primarily for effecting the distribution of Service Shares. However, should
such payments be deemed by a court or the SEC to be distribution expenses, such payments would be
duly authorized by the Plan. The Shareholder Administration Plan has not been adopted pursuant to
Rule 12b-1 under the Act.
B-114
Conflict of interest restrictions (including the Employee Retirement Income Security Act of
1974) may apply to a Service Organizations receipt of compensation paid by a Fund in connection
with the investment of fiduciary assets in Service Shares of a Fund. Service Organizations,
including banks regulated by the Comptroller of the Currency, the Federal Reserve Board or the
Federal Deposit Insurance Corporation, and investment advisers and other money managers subject to
the jurisdiction of the SEC, the Department of Labor or state securities commissions, are urged to
consult their legal advisers before investing fiduciary assets in Service Shares of a Fund.
In addition, under some state securities laws, banks and other financial institutions purchasing
Service Shares on behalf of their customers may be required to register as dealers.
The Trustees, including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the Plans or the related
Service Agreements, most recently voted to approve the Plans and related Service Agreements at a
meeting called for the purpose of voting on such Plans and Service Agreements on June 13, 2007.
The Plans and related Service Agreements will remain in effect until June 30, 2008 and will
continue in effect thereafter only if such continuance is specifically approved annually by a vote
of the Trustees in the manner described above. The Service Plan may not be amended (but the
Shareholder Administration Plan may be amended) to increase materially the amount to be spent for
the services described therein without approval of the shareholders of the affected Funds Service
Class and all material amendments of each Plan must also be approved by the Trustees in the manner
described above. The Plans may be terminated at any time by a majority of the Trustees as
described above or by a vote of a majority of the affected Funds outstanding Service Shares. The
Service Agreements may be terminated at any time, without payment of any penalty, by vote of a
majority of the Trustees as described above or by a vote of a majority of the outstanding Service
Shares of the affected Fund on not more than sixty (60) days written notice to any other party to
the Service Agreements. The Service Agreements will terminate automatically if assigned. So long
as the Plans are in effect, the selection and nomination of those Trustees who are not interested
persons will be committed to the discretion of the non-interested Trustees. The Board of Trustees
have determined that, in its judgment, there is a reasonable likelihood that the Plans will benefit
the Funds and the holders of Service Shares of the Funds.
B-115
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 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:
1-A
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.
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.
2-A
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.
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-term 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.
3-A
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.
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.
4-A
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligors capacity to repay foreign currency obligations may be
lower than its capacity to repay obligations in its local currency due to the sovereign
governments own relatively lower capacity to repay external versus domestic debt. These sovereign
risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign
currency issuer ratings are also distinguished from local currency issuer ratings to identify those
instances where sovereign risks make them different for the same issuer.
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.
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
5-A
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 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.
6-A
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.
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:
· Amortization schedule-the larger the final maturity relative to other maturities, the more
likely it will be treated as a note; and
· 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.
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.
7-A
MIG-3 This designation denotes acceptable credit quality. Liquidity and cash-flow
protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this
category may lack sufficient margins of protection.
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned;
a long- or short-term debt rating and a demand obligation rating. The first element represents
Moodys evaluation of the degree of risk associated with scheduled principal and interest payments.
The second element represents Moodys evaluation of the degree of risk associated with the ability
to receive purchase price upon demand (demand feature), using a variation of the MIG rating
scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated
NR,
e.g.
, Aaa/NR or NR/VMIG-1.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG-1 This designation denotes superior credit quality. Excellent protection is
afforded by the superior short-term credit strength of the liquidity provider and structural and
legal protections that ensure the timely payment of purchase price upon demand.
VMIG-2 This designation denotes strong credit quality. Good protection is afforded by
the strong short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon demand.
VMIG-3 This designation denotes acceptable credit quality. Adequate protection is
afforded by the satisfactory short-term credit strength of the liquidity provider and structural
and legal protections that ensure the timely payment of purchase price upon demand.
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, 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.
8-A
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.
9-A
APPENDIX B
ISS GOVERNANCE SERVICES
CONCISE SUMMARY OF 2008 U.S. PROXY VOTING GUIDELINES
Effective for Meetings on or after Feb. 1, 2008
Updated Dec. 21, 2007
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;
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Poor accounting practices are identified that rise to a serious level of concern, such
as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404
disclosures; or
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Fees for non-audit services (other fees) are excessive.
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Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation, taking into account:
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The tenure of the audit firm;
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The length of rotation specified in the proposal;
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Any significant audit-related issues at the company;
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The number of audit committee meetings held each year;
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The number of financial experts serving on the committee; and
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Whether the company has a periodic renewal process where the auditor is evaluated for
both audit quality and competitive price.
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2. Board of Directors
Voting on Director Nominees in Uncontested Elections
Vote AGAINST or WITHHOLD from individual directors who:
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Attend less than 75 percent of the board and committee meetings without a valid excuse;
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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 ownwithhold only at their outside boards.
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Vote AGAINST or WITHHOLD from all nominees of the 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 percent 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,
vote against/withhold from all incumbent directors;
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The companys poison pill has a dead-hand or modified dead-hand feature. Vote
against/withhold every year until this feature is removed;
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The board adopts or renews a poison pill without shareholder approval, does not commit
to putting it to shareholder vote within 12 months of adoption (or in the case of an newly
public company, does not commit to put the pill to a shareholder vote within 12 months
following the IP0), or reneges on a commitment to put the pill to a vote, and has not yet
received a withhold/against 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 (a management proposal with other than a FOR
recommendation by management will not be considered as sufficient action taken);
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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 (a management proposal with other
than a FOR recommendation by management will not be considered as sufficient action taken);
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The board failed to act on takeover offers where the majority of the shareholders
tendered their shares;
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1-B
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At the previous board election, any director received more than 50 percent
withhold/against votes of the shares cast and the company has failed to address the
underlying issue(s) that caused the high withhold/against vote;
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The company is a Russell 3000 company that underperformed its industry group (GICS
group) under ISS Performance Test for Directors policy;
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The board is classified, and a continuing director responsible for a problematic
governance issue at the board/committee level that would warrant a withhold/against vote
recommendation is not up for electionany or all appropriate nominees (except new) may be
held accountable.
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Vote AGAINST or WITHHOLD from inside directors and affiliated outside directors when:
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The inside or affiliated outside director serves on any of the three key committees:
audit, compensation, or nominating;
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The company lacks an audit, compensation, or nominating committee so that the full board
functions as that committee;
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The company lacks a formal nominating committee, even if board attests that the
independent directors fulfill the functions of such a committee;
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The full board is less than majority independent.
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Vote AGAINST or 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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Poor accounting practices are identified which rise to a level of serious concern, such
as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404
disclosures; or
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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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Vote AGAINST or 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;
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The company reprices underwater options for stock, cash or other consideration without
prior shareholder approval, even if allowed in their equity plan;
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The company fails to submit one-time transfers of stock options to a shareholder vote;
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The company fails to fulfill the terms of a burn-rate commitment 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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Vote AGAINST or 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.
Cumulative Voting
Generally vote AGAINST proposals to eliminate cumulative voting. Generally vote FOR proposals to
restore or provide for cumulative voting unless:
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The company has proxy access or a similar structure to allow shareholders to nominate
directors to the companys ballot; and
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The company has adopted a majority vote standard, with a carve-out for plurality voting
in situations where there are more nominees than seats, and a director resignation policy
to address failed elections.
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Vote FOR proposals for cumulative voting at controlled companies (insider voting power > 50
percent).
Independent Chair (Separate Chair/CEO)
Generally vote FOR shareholder proposals requiring that the chairmans position be filled by an
independent director, unless there are compelling reasons to recommend against the proposal, such
as a counterbalancing governance structure. This should include all the following:
2-B
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Designated lead director, elected by and from the independent board members with clearly
delineated and comprehensive duties. (The role may alternatively reside with a presiding
director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to
qualify as a lead director.) The duties should include, but are not limited to, the
following:
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presides at all meetings of the board at which the chairman is not present,
including executive sessions of the independent directors;
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serves as liaison between the chairman and the independent directors;
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approves information sent to the board;
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approves meeting agendas for the board;
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approves meeting schedules to assure that there is sufficient time for discussion
of all agenda items;
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has the authority to call meetings of the independent directors;
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if requested by major shareholders, ensures that he is available for consultation
and direct communication;
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The company publicly discloses a comparison of the duties of its independent lead
director and its chairman;
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The company publicly discloses a sufficient explanation of why it chooses not to give
the position of chairman to the independent lead director, and instead combine the chairman
and CEO positions;
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Two-thirds independent board;
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All independent key committees;
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Established governance guidelines;
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The company should not have underperformed both its peers and index on the basis of both
one-year and three-year total shareholder returns*, unless there has been a change in the
Chairman/CEO position within that time; and
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The company does not have any problematic governance issues.
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Vote FOR the proposal if the company does not provide disclosure with respect to any or all of the
bullet points above. If disclosure is provided, evaluate on a CASE-BY-CASE basis.
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*
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The industry peer group used for this evaluation is the average of the 12 companies in the same
six-digit GICS group that are closest in revenue to the company. To fail, the company must
underperform its index and industry group on all four measures (one- and three-year on industry
peers and index).
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Majority Vote Shareholder Proposals
Generally vote FOR precatory and binding resolutions requesting that the board change the companys
bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast,
provided it does not conflict with the state taw where the company is incorporated. Binding
resolutions need to allow for a carve-out for a plurality vote standard when there are more
nominees than board seats. Companies are strongly encouraged to also adopt a post-election policy
(also known as a director resignation policy) that will provide guidelines so that the company will
promptly address the situation of a holdover director.
Open Access
Vote shareholder proposals asking for open or proxy access on a CASE-BY-CASE basis, taking into
account:
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The ownership threshold proposed in the resolution;
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The proponents rationale for the proposal at the targeted company in terms of board and
director conduct.
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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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3-B
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.
Generally vote FOR shareholder proposals calling for the reimbursement of reasonable costs incurred
in connection with nominating one or more candidates in a contested election where the following
apply:
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The election of fewer than 50 percent of the directors to be elected is contested in the
election;
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One or more of the dissidents candidates is elected;
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Shareholders are not permitted to cumulate their votes for directors; and
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The election occurred, and the expenses were incurred, after the adoption of this bylaw.
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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
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 12 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 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 12 months would be considered
sufficient.
Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of
the shareholder rights plan. Rights plans should contain the following attributes:
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No lower than a 20 percent trigger, flip-in or flip-over;
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A term of no more than three years;
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No dead-hand, slow-hand, no-hand, or similar feature that limits the ability of a future
board to redeem the pill;
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Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem
the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a
special meeting, or seek a written consent to vote on rescinding the pill.
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Shareholder Ability to Call Special Meetings
Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings. Vote
FOR proposals that remove restrictions on the right of shareholders to act independently of
management.
Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote. Vote FOR proposals to lower
supermajority vote requirements.
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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4-B
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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
aggregate CIC figure may 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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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:
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The reasons for reincorporating;
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A comparison of the governance provisions;
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Comparative economic benefits; and
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A comparison of the jurisdictional laws.
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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 delisted or if a companys
ability to continue to operate as a going concern is uncertain.
In addition, for capital requests less than or equal to 300 percent of the current authorized
shares that marginally fail the calculated allowable cap (
i.e.
, exceed the allowable cap by no more
than 5 percent), on a CASE-BY-CASE basis, vote FOR the increase based on the companys performance
and whether the companys ongoing use of shares has shown prudence. Factors should include, at a
minimum, the following:
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Rationale;
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Good performance with respect to peers and index on a five-year total shareholder return
basis;
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Absence of non-shareholder approved poison pill;
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Reasonable equity compensation burn rate;
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No non-shareholder approved pay plans; and
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Absence of egregious equity compensation practices.
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Dual-Class Stock
Vote AGAINST proposals to create a new class of common stock with superior voting rights. Vote
AGAINST proposals at companies with dual-class capital structures to increase the number of
authorized shares of the class of stock that has superior voting rights.
Vote FOR proposals to create a new class of nonvoting or sub-voting common stock if:
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It is intended for financing purposes with minimal or no dilution to current
shareholders;
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5-B
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It is not designed to preserve the voting power of an insider or significant
shareholder.
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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), and
AGAINST proposals to increase the number of blank check preferred stock authorized for issuance
when no shares have been issued or reserved for a specific purpose. Vote FOR proposals to create
declawed blank check preferred stock (stock that cannot be used as a takeover defense), and FOR
proposals to authorize preferred stock in cases where the company specifies the voting, dividend,
conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after
analyzing the number of preferred shares available for issue given a companys industry and
performance in terms of shareholder returns.
8. Executive and Director Compensation
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 one
standard deviation of its industry group; or
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The plan is a vehicle for poor pay practices.
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Poor Pay Practices
Vote AGAINST or WITHHOLD from compensation committee members, the CEO, and potentially the entire
board, if the company has poor compensation practices. Vote AGAINST equity plans if the plan is a
vehicle for poor compensation practices.
The following practices, while not exhaustive, are examples of poor compensation practices:
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Egregious employment contracts (
e.g.
, multi-year guarantees for salary increases,
bonuses, and equity compensation);
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Excessive perks (overly generous cost and/or reimbursement of taxes for personal use of
corporate aircraft, personal security systems maintenance and/or installation, car
allowances, and/or other excessive arrangements relative to base salary);
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Abnormally large bonus payouts without justifiable performance linkage or proper
disclosure (
e.g.
, performance metrics that are changed, 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 (inclusion of
additional years of service not worked that result in significant payouts, or inclusion of
performance-based equity awards in the pension calculation;
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New CEO with overly generous new hire package (
e.g.
, excessive make whole provisions);
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Excessive severance and/or change-in-control provisions: Inclusion of excessive
change-in-control or severance payments, especially those with a multiple in excess of 3X
cash pay;
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Severance paid for a performance termination, (
i.e.
, due to the executives
failure to perform job functions at the appropriate level);
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Change-in-control payouts without loss of job or substantial diminution of job
duties (single-triggered);
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Perquisites for former executives such as car allowances, personal use of corporate
aircraft, or other inappropriate arrangements;
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6-B
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Poor disclosure practices, (unclear explanation of how the CEO is involved in the pay
setting process, retrospective performance targets and methodology not discussed, or
methodology for benchmarking practices and/or peer group not disclosed and explained);
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Internal pay disparity (
e.g.
, excessive differential between CEO total pay and that of
next highest-paid named executive officer);
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Other excessive compensation payouts or poor pay practices at the company.
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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 will 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 percent cash/60 percent equity or
50 percent cash/50 percent 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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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 percent of fair market value;
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Offering period is 27 months or less; and
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The number of shares allocated to the plan is 10 percent or less of the outstanding shares.
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Vote AGAINST qualified employee stock purchase plans where any of the following apply:
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|
Purchase price is less than 85 percent of fair market value; or
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Offering period is greater than 27 months; or
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The number of shares allocated to the plan is more than 10 percent 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 percent 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 percent of employees contribution, which is
effectively a discount of 20 percent from market value;
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No discount on the stock price on the date of purchase since there is a company matching
contribution.
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Vote AGAINST nonqualified employee stock purchase plans when any of the plan features do not meet
the above criteria. If the company matching contribution exceeds 25 percent of employees
contribution, evaluate the cost of the plan against its allowable cap.
7-B
Options Backdating
In cases where a company has practiced options backdating, vote AGAINST or 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. Vote AGAINST or WITHHOLD
from the compensation committee members who oversaw the questionable options 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 (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 recoupment of 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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Option Exchange Programs/Repricing Options
Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice options,
considering:
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Historic trading patternsthe stock price should not be so volatile that the options
are likely to be back in-the-money over the near term;
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Rationale for the re-pricingwas the stock price decline beyond managements control?
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Is this a value-for-value exchange?
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|
Are surrendered stock options added back to the plan reserve?
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Option vestingdoes the new option vest immediately or is there a black-out period?
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Term of the optionthe term should remain the same as that of the replaced option;
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Exercise priceshould be set at fair market or a premium to market;
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Participantsexecutive officers and directors should be excluded.
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|
If the surrendered options are added back to the equity plans for re-issuance, then also take into
consideration the companys three-year average burn rate. In addition to the above considerations,
evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly
articulate why the board is choosing to conduct an exchange program at this point in time.
Repricing underwater options after a recent precipitous drop in the companys stock price
demonstrates poor timing. Repricing after a recent decline in stock price triggers additional
scrutiny and a potential AGAINST vote on the proposal. At a minimum, the decline should not have
happened within the past year. Also, consider the terms of the surrendered options, such as the
grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far
enough back (two to three years) so as not to suggest that repricings are being done to take
advantage of short-term downward price movements. Similarly, the exercise price of surrendered
options should be above the 52-week high for the stock price.
Vote FOR shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
Vote CASE-by-CASE on plans that provide participants with the option of taking all or a portion of
their cash compensation in the form of stock, and on plans that do not provide a dollar-for-dollar
cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new
or additional shares for such equity program will be considered using the binomial option pricing
model. In an effort to capture the total cost of total compensation, ISS will not make any
adjustments to carve out the in-lieu-of cash compensation. Vote FOR non-employee director-only
equity plans that provide a dollar-for-dollar cash-for-stock exchange.
Transfer Programs of Stock Options
Vote AGAINST or WITHHOLD from compensation committee members if they fail to submit one-time
transfers to shareholders for approval.
Vote CASE-BY-CASE on one-time transfers. Vote FOR if:
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|
|
Executive officers and non-employee directors are excluded from participating;
|
|
|
|
|
|
|
Stock options are purchased by third-party financial institutions at a discount to their
fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation
or other appropriate financial models;
|
|
8-B
|
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|
|
There is a two-year minimum holding period for sale proceeds (cash or stock) for all
participants.
|
|
Additionally, management should provide a clear explanation of why options are being transferred
and whether the events leading up to the decline in stock price were beyond managements control.
A review of the companys historic stock price volatility should indicate if the options are likely
to be back in-the-money over the near term.
Vote AGAINST equity plan proposals if the details of ongoing Transfer of Stock Options programs are
not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the
ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in
evaluating these proposals include, but not limited, to the following:
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Eligibility;
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Vesting;
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Bid-price;
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Term of options;
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Transfer value to third-party financial institution, employees and the company.
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Amendments to existing plans that allow for introduction of transferability of stock options should
make clear that only options granted post-amendment shall be transferable.
Shareholder Proposals on Compensation
Advisory Vote on Executive Compensation (Say-on-Pay)
Generally, vote FOR shareholder proposals that call for non-binding shareholder ratification of the
compensation of the named executive officers and the accompanying narrative disclosure of material
factors provided to understand the Summary Compensation Table.
Compensation ConsultantsDisclosure of Board or Companys Utilization
Generally vote FOR shareholder proposals seeking disclosure regarding the company, board, or
compensation committees use of compensation consultants, such as company name, business
relationship(s) and fees paid.
Disclosure/Setting Levels or Types of Compensation for Executives and Directors
Generally, vote FOR shareholder proposals seeking additional disclosure of executive and director
pay information, provided the information requested is relevant to shareholders needs, would not
put the company at a competitive disadvantage relative to its industry, and is not unduly
burdensome to the company. Vote AGAINST shareholder proposals seeking to set absolute levels on
compensation or otherwise dictate the amount or form of compensation. Vote AGAINST shareholder
proposals requiring director fees be paid in stock only. Vote CASE-BY-CASE on all other
shareholder proposals regarding executive and director pay, taking into account company
performance, pay level versus peers, pay level versus industry, and long-term corporate outlook.
Pay for Superior Performance
Generally vote FOR shareholder proposals based on a case-by-case analysis that requests the board
establish a pay-for-superior performance standard in the companys compensation plan for senior
executives. The proposal should have the following principles:
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Sets compensation targets for the plans annual and long-term incentive pay components
at or below the peer group median;
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|
Delivers a majority of the plans target long-term compensation through
performance-vested, not simply time-vested, equity awards;
|
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Provides the strategic rationale and relative weightings of the financial and
non-financial performance metrics or criteria used in the annual and performance-vested
long-term incentive components of the plan;
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|
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|
|
Establishes performance targets for each plan financial metric relative to the
performance of the companys peer companies;
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|
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|
Limits payment under the annual and performance-vested long-term incentive components of
the plan to when the companys performance on its selected financial performance metrics
exceeds peer group median performance.
|
|
Consider the following factors in evaluating this proposal:
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|
What aspects of the companys annual and long-term equity incentive programs are
performance-driven?
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|
9-B
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|
If the annual and long-term equity incentive programs are performance driven, are the
performance criteria and hurdle rates disclosed to shareholders or are they benchmarked
against a disclosed peer group?
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Can shareholders assess the correlation between pay and performance based on the current
disclosure?
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|
What type of industry and stage of business cycle does the company belong to?
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|
Performance-Based Awards
Vote CASE-BY-CASE on shareholder proposal requesting that a significant amount of future long-term
incentive compensation awarded to senior executives shall be performance-based and requesting that
the board adopt and disclose challenging performance metrics to shareholders, based on the
following analytical steps:
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|
First, vote FOR shareholder proposals advocating the use of performance-based equity
awards, such as performance contingent options or restricted stock, indexed options or
premium-priced options, unless the proposal is overly restrictive or if the company has
demonstrated that it is using a substantial portion of performance-based awards for its
top executives. Standard stock options and performance-accelerated awards do not meet the
criteria to be considered as performance-based awards. Further, premium-priced options
should have a premium of at least 25 percent and higher to be considered performance-based
awards.
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Second, assess the rigor of the companys performance-based equity program. If the bar
set for the performance-based program is too low based on the companys historical or peer
group comparison, generally vote FOR the proposal. Furthermore, if target performance
results in an above target payout, vote FOR the shareholder proposal due to programs poor
design. If the company does not disclose the performance metric of the performance-based
equity program, vote FOR the shareholder proposal regardless of the outcome of the first
step to the test.
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|
In general, vote FOR the shareholder proposal if the company does not meet both of these two
requirements.
Pre-Arranged Trading Plans (10b5-1 Plans)
Generally vote FOR shareholder proposals calling for certain principles regarding the use of
prearranged trading plans (10b5-1 plans) for executives. These principles include:
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Adoption, amendment, or termination of a 10b5-1 plan must be disclosed within two
business days in a Form 8-K;
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|
|
Amendment or early termination of a 10b5-1 plan is allowed only under extraordinary
circumstances, as determined by the board;
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|
Ninety days must elapse between adoption or amendment of a 10b5-1 plan and initial
trading under the plan;
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|
Reports on Form 4 must identify transactions made pursuant to a 10b5-1 plan;
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An executive may not trade in company stock outside the 10b5-1 Plan.
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Trades under a 10b5-1 plan must be handled by a broker who does not handle other
securities transactions for the executive.
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|
Recoup Bonuses
Vote on a CASE-BY-CASE on proposals to recoup unearned incentive bonuses or other incentive
payments made to senior executives if it is later determined that fraud, misconduct, or negligence
significantly contributed to a restatement of financial results that led to the awarding of
unearned incentive compensation, taking into consideration:
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|
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|
If the company has adopted a formal recoupment bonus policy; or
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|
If the company has chronic restatement history or material financial problems.
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|
Severance Agreements for Executives/Golden Parachutes
Vote FOR shareholder proposals requiring that golden parachutes or executive severance agreements
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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|
10-B
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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 change of control);
|
|
|
|
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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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|
Supplemental Executive Retirement Plans (SERPs)
Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP
agreements to a shareholder vote unless the companys executive pension plans do not contain
excessive benefits beyond what is offered under employee-wide plans. Generally vote FOR shareholder proposals requesting to limit
the executive benefits provided under the companys supplemental executive retirement plan (SERP)
by limiting covered compensation to a senior executives annual salary and excluding of all
incentive or bonus pay from the plans definition of covered compensation used to establish such
benefits.
9. Corporate Social Responsibility (CSR) Issues
Vote CASE-BY CASE on requests for reports on the companys lending guidelines and procedures,
including the establishment of a board committee for oversight, taking into account:
|
|
|
|
Whether the company has adequately disclosed mechanisms to prevent abusive lending
practices;
|
|
|
|
|
|
|
Whether the company has adequately disclosed the financial risks of the lending products
in question;
|
|
|
|
|
|
|
Whether the company has been subject to violations of lending laws or serious lending
controversies;
|
|
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|
Peer companies policies to prevent abusive lending practices.
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|
Pharmaceutical Pricing
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;
|
|
|
|
|
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.
|
Product Safety and Toxic Materials
Generally vote FOR proposals requesting the company to report on its policies,
initiatives/procedures, and oversight mechanisms related to toxic materials and/or product safety
in its supply chain, unless:
|
|
|
|
The company already discloses similar information through existing reports or policies
such as a supplier code of conduct and/or a sustainability report;
|
|
|
|
|
|
|
The company has formally committed to the implementation of a toxic materials and/or
product safety and supply chain reporting and monitoring program based on industry norms or
similar standards within a specified time frame; and
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|
|
|
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|
|
The company has not been recently involved in relevant significant controversies or
violations.
|
|
Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility assessment to
phaseout of certain toxic chemicals and/or evaluate and disclose the financial and legal risks
associated with utilizing certain chemicals, considering:
|
|
|
|
Current regulations in the markets in which the company operates;
|
|
|
|
|
|
|
Recent significant controversy, litigation, or fines stemming from toxic chemicals or
ingredients at the company; and
|
|
|
|
|
|
|
The current level of disclosure on this topic.
|
|
Climate Change
In general, vote FOR resolutions requesting that a company disclose information on the impact of
climate change on the companys operations unless:
11-B
|
|
|
|
The company already provides current, publicly available information on the perceived
impact that climate change may have on the company as well as associated policies and
procedures to address such risks and/or opportunities;
|
|
|
|
|
|
|
The companys level of disclosure is comparable to or better than information provided
by industry peers; and
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|
|
|
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|
|
There are no significant fines, penalties, or litigation associated with the companys
environmental performance.
|
|
Greenhouse Gas Emissions
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.
Political Contributions and Trade Associations Spending
Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the
workplace so long as:
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|
|
The company is in compliance with laws governing corporate political activities; and
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|
|
|
|
|
|
The company has procedures in place to ensure that employee contributions to
company-sponsored political action committees (PACs) are strictly voluntary and not
coercive.
|
|
Vote AGAINST proposals to publish in newspapers and public media the companys political
contributions as such publications could present significant cost to the company without providing
commensurate value to shareholders. Vote CASE-BY-CASE on proposals to improve the disclosure of a
companys political contributions and trade association spending, considering:
|
|
|
|
Recent significant controversy or litigation related to the companys political
contributions or governmental affairs; and
|
|
|
|
|
|
|
|
|
The public availability of a company policy on political contributions and trade
association spending including information on the types of organizations supported, the
business rationale for supporting these organizations, and the oversight and compliance
procedures related to such expenditures.
|
|
Vote AGAINST proposals barring the company from making political contributions. Businesses are
affected by legislation at the federal, state, and local level and barring contributions can put
the company at a competitive disadvantage. Vote AGAINST proposals asking for a list of company
executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have
prior government service and whether such service had a bearing on the business of the company.
Such a list would be burdensome to prepare without providing any meaningful information to
shareholders.
Sustainability Reporting
Generally vote FOR proposals requesting the company to report on policies and initiatives related
to social, economic, and environmental sustainability, unless:
|
|
|
|
The company already discloses similar information through existing reports or policies
such as an environment, health, and safety (EHS) report; a comprehensive code of corporate
conduct; and/or a diversity report; or
|
|
|
|
|
|
|
The company has formally committed to the implementation of a reporting program based on
Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time
frame.
|
|
12-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.
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.
1-C
Integrity and honesty are the heart of our business.
We expect our people to maintain high
ethical standards in everything they do, both in their work for the firm and in their personal
lives.
2-C
Goldman, Sachs & Co.s History of Excellence
1869
Is founded by Marcus Goldman
1882
Becomes a private partnership when Samuel Sachs joins the firm
1896
Joins New York Stock Exchange
1906
Takes Sears public
1925
Finances Warner Brothers to develop sound in movies
1933-69
Senior Partner Sidney J. Weinberg serves as adviser to five presidents: Roosevelt, Truman,
Eisenhower, Kennedy, and Johnson
1956
Co-manages Fords initial public offering, the largest IPO to date
1985
Senior Partner John C. Whitehead named Deputy Secretary of State
1986
Takes Microsoft public
1988
Goldman Sachs Asset Management (GSAM) is established, formalizing the asset management capability
that Goldman Sachs initiated in 1981 by managing money market funds for institutional clients; 50
employees
1995
Senior Partner Robert E. Rubin named Treasury Secretary
1996
GSAM acquires CIN Management ($23 B)
1997
Launches web site that delivers trading ideas, research reports, and analytical tools to clients
worldwide
GSAM acquires Commodities Corp. ($1.6 B in hedge fund assets); Acquires Liberty Investment
Management ($6B in growth assets)
1998
Takes ebay public
1999
Goldman, Sachs & Co. becomes a public company
2001
GSAM assets under management pass $300B mark
3-C
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.
|
4-C
APPENDIX D
STATEMENT OF INTENTION
(applicable only to Class A Shares)
If a shareholder anticipates purchasing $50,000 or more of Class A Shares of a Fund alone or
in combination with Class A Shares of another Goldman Sachs Fund within a 13-month period, the
shareholder may obtain shares of the Fund at the same reduced sales charge as though the total
quantity were invested in one lump sum by checking and filing the Statement of Intention in the
Account Application. Income dividends and capital gain distributions taken in additional shares,
as well as any appreciation on shares previously purchased, will not apply toward the completion of
the Statement of Intention.
To ensure that the reduced price will be received on future purchases, the investor must
inform Goldman Sachs that the Statement of Intention is in effect each time shares are purchased.
Subject to the conditions mentioned below, each purchase will be made at the public offering price
applicable to a single transaction of the dollar amount specified on the Account Application. The
investor makes no commitment to purchase additional shares, but if the 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
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
General Investment Management Approach
|
Fund Investment Objectives and Strategies
|
|
Goldman Sachs U.S. Equity Dividend and Premium Fund
|
|
Goldman Sachs International Equity Dividend and Premium Fund
|
|
Goldman Sachs Structured Tax-Managed Equity Fund
|
|
Goldman Sachs Structured International Tax-Managed Equity Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Funds
|
Fund Performance
|
Fund Fees and Expenses (Class A, B and C Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
How to Buy Shares
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Structured Tax-Advantaged Equity Funds Prospectus (Class A, B and C Shares)
|
General Investment Management Approach
|
Fund Investment Objective and Strategies
|
|
Goldman Sachs Structured Tax-Managed Equity Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Fund
|
Fund Performance
|
Fund Fees and Expenses (Service Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
How to Buy Shares
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Structured Tax-Advantaged Equity Funds Prospectus (Service Shares)
|
General Investment Management Approach
|
Fund Investment Objectives and Strategies
|
|
Goldman Sachs U.S. Equity Dividend and Premium Fund
|
|
Goldman Sachs International Equity Dividend and Premium Fund
|
|
Goldman Sachs Structured Tax-Managed Equity Fund
|
|
Goldman Sachs Structured International Tax-Managed Equity Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Funds
|
Fund Performance
|
Fund Fees and Expenses (Institutional Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
How to Buy Shares
|
|
How to Sell Shares
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Structured Tax-Advantaged Equity Funds Prospectus (Institutional Shares)
|
General Investment Management Approach
|
Fund Investment Objectives and Strategies
|
|
Goldman Sachs Real Estate Securities Fund
|
|
Goldman Sachs International Real Estate Securities Fund
|
|
Goldman Sachs Tollkeeper Fund
|
|
Goldman Sachs Commodity Strategy Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Funds
|
Fund Performance
|
Fund Fees and Expenses (Class A, B and C Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
How to Buy Shares
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Select Satellite Funds Prospectus (Class A, B and C Shares)
|
General Investment Management Approach
|
Fund Investment Objectives and Strategies
|
|
Goldman Sachs Real Estate Securities Fund
|
|
Goldman Sachs International Real Estate Securities Fund
|
|
Goldman Sachs Commodity Strategy Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Funds
|
Fund Performance
|
Fund Fees and Expenses (Class R and IR Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
Who Can Buy ClassR and ClassIR Shares
|
|
How To Buy, Exchange and Sell ClassR and ClassIR Shares
|
|
What Else Should I Know About ClassR and ClassIR Shares Purchases and Redemptions?
|
|
Shareholder Services
|
|
Distribution Services and Fees
|
|
Restrictions on Excessive Trading Practices
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Select Satellite Funds Prospectus (Class R and IR Shares)
|
General Investment Management Approach
|
Fund Investment Objectives and Strategies
|
|
Goldman Sachs Real Estate Securities Fund
|
|
Goldman Sachs Tollkeeper Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Funds
|
Fund Performance
|
Fund Fees and Expenses (Service Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
How to Buy Shares
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Select Satellite Funds Prospectus (Service Shares)
|
General Investment Management Approach
|
Fund Investment Objectives and Strategies
|
|
Goldman Sachs Real Estate Securities Fund
|
|
Goldman Sachs International Real Estate Securities Fund
|
|
Goldman Sachs Tollkeeper Fund
|
|
Goldman Sachs Commodity Strategy Fund
|
Other Investment Practices and Securities
|
Principal Risks of the Funds
|
Fund Performance
|
Fund Fees and Expenses (Institutional Shares)
|
Service Providers
|
Dividends
|
Shareholder Guide
|
|
How to Buy Shares
|
|
How to Sell Shares
|
Taxation
|
Appendix A Additional Information on Portfolio Risks, Securities and Techniques
|
Appendix B Financial Highlights
|
Index
|
Select Satellite Funds Prospectus (Institutional Shares)
|
|
PART C: OTHER INFORMATION
|
Item 23. Exhibits
|
Item 24. Persons Controlled by or Under Common Control with the Registrant
|
Item 25. Indemnification
|
|
Item 27. Principal Underwriters
|
|
Item 28. Location of Accounts and Records
|
|
Item 29. Management Services
|
|
Item 30. Undertakings
|
SIGNATURES
|
Exhibit Index
|
PART C: OTHER INFORMATION
Item 23. Exhibits
(a)
|
|
(1) Agreement and Declaration of Trust dated January 28, 1997
1
/
|
|
(2)
|
|
Amendment No. 1 dated April 24, 1997 to Agreement and
Declaration of Trust January 28, 1997
2
/
|
|
|
|
(3)
|
|
Amendment No. 2 dated July 21, 1997 to Agreement and
Declaration of Trust dated January 28, 1997
2
/
|
|
|
|
|
(4)
|
|
Amendment No. 3 dated October 21, 1997 to the Agreement and
Declaration of Trust dated January 28, 1997
3
/
|
|
|
|
|
(5)
|
|
Amendment No. 4 dated January 28, 1998 to the Agreement and
Declaration of Trust dated January 28, 1997
3
/
|
|
|
|
|
(6)
|
|
Amendment No. 5 dated January 28, 1998 to Agreement and
Declaration of Trust dated January 28, 1997
4
/
|
|
|
|
|
(7)
|
|
Amendment No. 6 dated July 22, 1998 to Agreement and
Declaration of Trust dated January 28, 1997
4
/
|
|
|
|
|
(8)
|
|
Amendment No. 7 dated November 3, 1998 to Agreement and
Declaration of Trust dated January 28, 1997
5
/
|
|
|
|
|
(9)
|
|
Amendment No. 8 dated January 22, 1999 to Agreement and
Declaration of Trust dated January 28, 1997
6
/
|
|
|
|
|
(10)
|
|
Amendment No. 9 dated April 28, 1999 to Agreement and
Declaration of Trust dated January 28, 1997
7
/
|
|
|
|
|
(11)
|
|
Amendment No. 10 dated July 27, 1999 to Agreement and
Declaration of Trust dated January 28, 1997
8
/
|
|
|
|
|
(12)
|
|
Amendment No. 11 dated July 27, 1999 to Agreement and
Declaration of Trust dated January 28, 1997
8
/
|
|
|
|
|
(13)
|
|
Amendment No. 12 dated October 26, 1999 to Agreement and
Declaration of Trust dated January 28, 1997
9
/
|
|
|
|
|
(14)
|
|
Amendment No. 13 dated February 3, 2000 to Agreement and
Declaration of Trust dated January 28, 1997
10
/
|
|
|
|
|
(15)
|
|
Amendment No. 14 dated April 26, 2000 to Agreement and
Declaration of Trust dated January 28, 1997
11
/
|
|
|
|
|
(16)
|
|
Amendment No. 15 dated August 1, 2000 to Agreement and
Declaration of Trust dated January 28, 1997
12
/
|
|
|
|
|
(17)
|
|
Amendment No. 16 dated January 30, 2001 to Agreement and
Declaration of Trust dated January 28, 1997
13
/
|
|
|
|
|
(18)
|
|
Amendment No. 17 dated April 25, 2001 to Agreement and
Declaration of Trust dated January 28, 1997
14
/
|
|
C-1
|
|
(19)
|
|
Amendment No. 18 dated July 1, 2002 to Agreement and
Declaration of Trust dated January 28, 1997
15
/
|
|
|
|
|
(20)
|
|
Amendment No. 19 dated August 1, 2002 to Agreement and
Declaration of Trust dated January 28, 1997
15
/
|
|
|
|
|
(21)
|
|
Amendment No. 20 dated August 1, 2002 to Agreement and
Declaration of Trust dated January 28, 1997
15
/
|
|
|
|
|
(22)
|
|
Amendment No. 21 dated January 29, 2003 to the Agreement and
Declaration of Trust dated January 28, 1997
16
/
|
|
|
|
(23)
|
|
Amendment No. 22 dated July 31, 2003 to the Agreement and
Declaration of Trust dated January 28, 1997
17
/
|
|
|
(24)
|
|
Amendment No. 23 dated October 30, 2003 to the Agreement and
Declaration of Trust dated January 28, 1997
17
/
|
|
|
(25)
|
|
Amendment No. 24 dated May 6, 2004 to the Agreement and
Declaration of Trust dated January 28, 1997
18
/
|
|
|
(26)
|
|
Amendment No. 25 dated April 21, 2004 to the Agreement and
Declaration of Trust dated January 28, 1997
19
/
|
|
|
(27)
|
|
Amendment No. 26 dated November 4, 2004 to the Agreement and
Declaration of Trust dated January 28, 1997
19
/
|
|
|
(28)
|
|
Amendment No. 27 dated February 10, 2005 to the Agreement and
Declaration of Trust dated January 28, 1997
20
/
|
|
|
(29)
|
|
Amendment No. 28 dated May 12, 2005 to the Agreement and
Declaration of Trust dated January 28, 1997
21
/
|
|
|
(30)
|
|
Amendment No. 29 dated June 16, 2005 to the Agreement and
Declaration of Trust dated January 28, 1997
21
/
|
|
|
(31)
|
|
Amendment No. 30 dated August 4, 2005 to the Agreement and
Declaration of Trust dated January 28, 1977
21
/
|
|
|
(32)
|
|
Amendment No. 31 dated November 2, 2005 to the Agreement and
Declaration of Trust dated January 28, 1997
22
/
|
|
|
(33)
|
|
Amendment No. 32 dated December 31, 2005 to the Agreement and
Declaration of Trust dated January 28, 1997
23
/
|
|
|
(34)
|
|
Amendment No. 33 dated March 16, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
22
/
|
|
|
(35)
|
|
Amendment No. 34 dated March 16, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
22
/
|
|
|
(36)
|
|
Amendment No. 35 dated May 11, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
24
/
|
|
|
(37)
|
|
Amendment No. 36 dated June 15, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
25
/
|
C-2
|
(38)
|
|
Amendment No. 37 dated August 10, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
26
/
|
|
|
(39)
|
|
Amendment No. 38 dated November 9, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
26
/
|
|
|
(40)
|
|
Amendment No. 39 dated December 14, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
27
/
|
|
|
(41)
|
|
Amendment No. 40 dated December 14, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997
27
/
|
|
|
(42)
|
|
Amendment No. 41 dated February 8, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
27
/
|
|
|
(43)
|
|
Amendment No. 42 dated March 15, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
27
/
|
|
|
(44)
|
|
Amendment No. 43 dated May 10, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
27
/
|
|
|
(45)
|
|
Amendment No. 44 dated June 13, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997.
28
/
|
|
|
(46)
|
|
Amendment No. 45 dated June 13, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
29
/
|
|
|
(47)
|
|
Amendment No. 46 dated November 8, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
29
/
|
|
|
(48)
|
|
Amendment No. 47 dated November 8, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
29
/
|
|
|
|
(49)
|
|
Amendment No. 48 dated December 13, 2007 to the Agreement and
Declaration of Trust dated January 28, 1997
30
/
|
|
(b)
|
|
(1) Amended and Restated By-laws of the Delaware business trust dated
January 28, 1997
1
/
|
|
(2)
|
|
Amended and Restated By-laws of the Delaware business trust
dated January 28, 1997 as amended and restated July 27, 1999
8
/
|
|
|
(3)
|
|
Amended and Restated By-laws of the Delaware business trust
dated January 28, 1997 as amended and restated October 30, 2002
15
/
|
|
|
(4)
|
|
Amendment to Amended and Restated By-laws of the Delaware
business trust dated January 28, 1997 as amended and restated October 30, 2002
19
/
|
|
|
(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
20
/
|
(c)
|
|
Instruments defining the rights of holders of Registrants shares of beneficial
interest
31
/
|
|
(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.
3
/
|
C-3
|
(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.
3
/
|
|
|
(3)
|
|
Management Agreement dated April 30, 1997 between Registrant,
on behalf of Goldman Sachs Short Duration Tax-Free Fund, and Goldman Sachs
Asset Management
3
/
|
|
|
(4)
|
|
Management Agreement dated April 30, 1997 between Registrant,
on behalf of Goldman Sachs Core Fixed Income Fund, and Goldman Sachs Asset
Management
3
/
|
|
|
(5)
|
|
Management Agreement dated April 30, 1997 between the
Registrant, on behalf of Goldman Sachs Institutional Liquid Assets, and
Goldman Sachs Asset Management
3
/
|
|
|
(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
32
/
|
|
|
(7)
|
|
Management Agreement dated January 1, 1998 on behalf of the
Goldman Sachs Asset Allocation Portfolios and Goldman Sachs Asset Management
3
/
|
|
|
|
|
(8)
|
|
Amended Annex A dated September 25, 2007 to the Management
Agreement dated January 1, 1998
33
/
|
|
|
(9)
|
|
Amended Annex A dated December 13, 2007 to the Management
Agreement dated April 30, 1997
30
/
|
|
|
(10)
|
|
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)
34
/
|
|
|
(11)
|
|
Assumption Agreement dated April 26, 2003 between Goldman,
Sachs & Co. and Goldman Sachs Asset Management, L.P. (With respect to the
Goldman Sachs Institutional Liquid Assets)
34
/
|
|
|
(12)
|
|
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)
34
/
|
|
|
(13)
|
|
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)
34
/
|
|
|
(14)
|
|
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)
34
/
|
|
|
(15)
|
|
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
20
/
|
|
|
(16)
|
|
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
20
/
|
C-4
|
(17)
|
|
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
20
/
|
|
|
|
(18)
|
|
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
20
/
|
|
|
|
|
|
|
(19)
|
|
Fee Reduction Commitment dated January 1, 2006 among Goldman
Sachs Asset Management, L.P., Goldman Sachs Asset Management International and
Goldman Sachs Trust relating to the Balanced, Structured Large Cap Value,
Growth and Income, Structured International Equity, Structured U.S. Equity,
Structured Large Cap Growth, Large Cap Value, Strategic Growth, Research
Select, Concentrated Growth, Structured Small Cap Equity, Mid Cap Value, Small
Cap Value and Growth Opportunities Funds (filed herewith)
|
|
|
|
(20)
|
|
Fee Reduction Commitment dated February 28, 2006 between
Goldman Sachs Asset Management, L.P. and Goldman Sachs Trust relating to the
Short Duration Tax-Free Fund
26
/
|
|
|
(21)
|
|
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
26
/
|
|
|
(22)
|
|
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
26
/
|
|
|
(23)
|
|
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
26
/
|
|
|
(24)
|
|
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
26
/
|
|
|
(25)
|
|
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
26
/
|
(e)
|
|
(1) Distribution Agreement dated April 30, 1997, as amended October 30, 2003
17
/
|
|
|
(2)
|
|
Amended Exhibit A dated December 13, 2007 to the Distribution
Agreement dated April 30, 1997, as amended October 30, 2003
30
/
|
|
|
|
|
|
(f)
|
Not applicable
|
(g)
|
|
(1) Custodian Agreement dated July 15, 1991, between Registrant and State
Street Bank and Trust Company
35
/
|
C-5
|
(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)
36
/
|
|
|
(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)
36
/
|
|
|
(4)
|
|
Amendment dated May 28, 1981 to the Custodian Agreement
referred to above as Exhibit (g)(2)
36
/
|
|
|
(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
2
/
|
|
|
(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)
36
/
|
|
|
(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)
36
/
|
|
|
(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)
36
/
|
|
|
(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)
36
/
|
|
|
(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)
36
/
|
|
|
(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
36
/
|
|
|
(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
36
/
|
|
|
(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
36
/
|
|
|
(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
36
/
|
C-6
|
(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
36
/
|
|
|
(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
36
/
|
|
|
(17)
|
|
Custodian Agreement dated April 6, 1990 between Registrant and
State Street Bank and Trust Company on behalf of Goldman Sachs Capital Growth
Fund
5
/
|
|
|
(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
5
/
|
|
|
(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)
6
/
|
|
|
(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)
7
/
|
|
|
(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)
8
/
|
|
|
(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)
37
/
|
|
|
(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)
10
/
|
|
|
(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)
10
/
|
|
|
(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)
11
/
|
|
|
(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)
11
/
|
|
|
(27)
|
|
Additional Portfolio Agreement dated September 27, 1999 between
Registrant and State Street Bank and Trust Company
10
/
|
|
|
(28)
|
|
Letter Agreement dated September 27, 1999 between Registrant
and State Street Bank and Trust Company relating to Custodian Agreement dated
December 27, 1978
10
/
|
|
|
(29)
|
|
Letter Agreement dated September 27, 1999 between Registrant
and State Street Bank and Trust Company relating to Custodian Agreement dated
April 6, 1990
10
/
|
|
|
(30)
|
|
Letter Agreement dated September 27, 1999 between Registrant
and State Street Bank and Trust Company relating to Custodian Agreement dated
July 15, 1991
10
/
|
C-7
|
(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)
13
/
|
|
|
(32)
|
|
Amendment dated July 2, 2001 to the Custodian Agreement dated
December 27, 1978 between Registrant and State Street Bank and Trust Company
14
/
|
|
|
(33)
|
|
Amendment dated July 2, 2001 to the Custodian Contract dated
April 6, 1990 between Registrant and State Street Bank and Trust Company
14
/
|
|
|
(34)
|
|
Amendment dated July 2, 2001 to the Custodian Contract dated
July 15, 1991 between Registrant and State Street Bank and Trust Company
14
/
|
|
|
(35)
|
|
Form of amendment to the Custodian Agreement dated December 27,
1978 between Registrant and State Street Bank and Trust Company
14
/
|
|
|
(36)
|
|
Amendment to the Custodian Agreement dated April 6, 1990
between Registrant and State Street Bank and Trust Company
38
/
|
|
|
(37)
|
|
Amendment to the Custodian Agreement dated July 15, 1991
between Registrant and State Street Bank and Trust Company
38
/
|
|
|
(38)
|
|
Letter Amendment dated May 15, 2002 to the Custodian Agreement
dated April 6, 1990 between Registrant and State Street Bank and Trust Company
15
/
|
|
|
(39)
|
|
Global Custody Agreement dated June 30, 2006 between Registrant
and JPMorgan Chase Bank, N.A.
39
/
|
(h)(1)
|
|
Wiring Agreement dated June 20, 1987 among Goldman, Sachs & Co., State
Street Bank and Trust Company and The Northern Trust Company
36
/
|
|
(2)
|
|
Letter Agreement dated June 20, 1987 regarding use of checking
account between Registrant and The Northern Trust Company
36
/
|
|
|
|
(3)
|
|
Transfer Agency Agreement dated August 9, 2007 between
Registrant and Goldman, Sachs & Co.
40
/
|
|
|
|
|
|
|
(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
5
/
|
|
|
|
|
(5)
|
|
Form of Retail Service Agreement on behalf of Goldman Sachs
Trust TPA Assistance Version relating to the 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 (filed
herewith)
|
|
C-8
|
|
(6)
|
|
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
5
/
|
|
|
|
|
(7)
|
|
Form of Supplemental Service Agreement on behalf of Goldman
Sachs Trust relating to the FST Shares, FST Select Shares, FST Preferred
Shares, FST Capital Shares, FST Administration Shares and FST Service Shares of
Goldman Sachs Financial Square Funds
5
/
|
|
|
|
|
(8)
|
|
Form of Supplemental Service Agreement on behalf of Goldman
Sachs Trust relating to the Class A Shares and Service Shares of Goldman Sachs
Equity and Fixed Income Funds (filed herewith)
|
|
|
|
|
|
|
(9)
|
|
Form of Service Agreement on behalf of Goldman Sachs Trust
relating to the Select Class, the Preferred Class, Capital Shares, 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
13
/
|
|
|
|
|
|
|
(10)
|
|
Goldman Sachs Institutional Liquid Assets Administration
Class Administration Plan amended and restated as of February 4, 2004.
41
/
|
|
|
|
|
(11)
|
|
Goldman Sachs Cash Management Shares Service Plan amended and
restated as of February 4, 2004
42
/
|
|
|
|
|
(12)
|
|
Goldman Sachs FST Select Class Select Plan amended and restated
as of February 4, 2004
41
/
|
|
|
|
|
(13)
|
|
Goldman Sachs FST Administration Class Administration Plan
amended and restated as of February 4, 2004
41
/
|
|
|
|
|
(14)
|
|
Goldman Sachs ILA Administration Class Administration Plan
amended and restated as of February 4, 2004 (filed herewith)
|
|
|
|
|
(15)
|
|
Goldman Sachs FST Preferred Class Preferred Administration Plan
amended and restated as of February 4, 2004
41
/
|
|
|
|
|
(16)
|
|
Goldman Sachs Administration Class Administration Plan amended
and restated as of February 4, 2004
41
/
|
|
|
|
|
(17)
|
|
Goldman Sachs Institutional Liquid Assets Service Class Service
Plan and Shareholder Administration Plan amended and restated as of February 4,
2004
41
/
|
|
|
|
|
(18)
|
|
Goldman Sachs Service Class Service Plan and Shareholder
Administration Plan amended and restated as of February 4, 2004
41
/
|
|
C-9
|
|
(19)
|
|
Goldman Sachs Cash Portfolio Administration
Class Administration Plan amended and restated as of February 4, 2004
41
/
|
|
|
|
|
(20)
|
|
Goldman Sachs Cash Portfolio Preferred Class Preferred
Administration Plan amended and restated as of February 4, 2004
41
/
|
|
|
|
|
(21)
|
|
Goldman Sachs FST Capital Administration Class Capital
Administration Plan amended and restated as of February 4, 2004
41
/
|
|
|
|
|
(22)
|
|
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)
41
/
|
|
|
|
|
(23)
|
|
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)
41
/
|
|
|
|
|
(24)
|
|
Goldman Sachs FST Service Class Service Plan and Shareholder
Administration Plan amended and restated as of February 4, 2004
41
/
|
|
|
|
|
(25)
|
|
Mutual Funds Service Agreement dated June 30, 2006 between
Registrant and J.P. Morgan Investor Services Co.
39
/
|
(i)
|
|
Opinion and Consent of Dechert LLP (filed herewith)
|
|
|
|
(j)
|
|
Consent of PricewaterhouseCoopers LLP (filed herewith)
|
|
|
(k)
|
|
Not applicable
|
|
(l)
|
|
Not applicable
|
|
(m)
|
|
(1) Class A Distribution and Service Plan amended and restated as of May 5,
2004
19
/
|
|
|
(2)
|
|
Class B Distribution and Service Plan amended and restated as
of February 4, 2004
41
/
|
|
|
|
|
(3)
|
|
Class C Distribution and Service Plan amended and restated as
of February 4, 2004
41
/
|
|
|
|
|
(4)
|
|
Cash Management Shares Plan of Distribution pursuant to
Rule 12b-1 amended and restated as of February 4, 2004
41
/
|
|
|
|
(5)
|
|
Class R Distribution and Service Plan dated November 8, 2007
29
/
|
(n)
|
|
(1) Plan in Accordance with Rule 18f-3, amended and restated as of November 8,
2007
29
/
|
(p)(1)
|
|
Code of Ethics Goldman Sachs Trust and Goldman Sachs Variable Insurance
Trust dated April 23, 1997, as amended November 4, 2004
19
/
|
|
(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
19
/
|
(q)
|
|
(1) Powers of Attorney for Messrs. Bakhru, Coblentz, Harker, Shuch and Strubel
23
/
|
|
|
(2)
|
|
Powers of Attorney for Ms. Daniels and Ms. Palmer
43
/
|
|
|
|
|
(3)
|
|
Power of Attorney for John M. Perlowski
44
/
|
|
|
|
|
(4)
|
|
Power of Attorney for James A. McNamara
45
/
|
|
C-10
|
|
|
1
/
|
|
Incorporated by reference from Post-Effective Amendment No. 29 to the Registrants
registration statement, SEC File No. 33-17619, filed February 14, 1997.
|
|
|
|
2
/
|
|
Incorporated by reference from Post-Effective Amendment No. 40 to the Registrants
registration statement, SEC File No. 33-17619, filed October 16, 1997.
|
|
|
|
3
/
|
|
Incorporated by reference from Post-Effective Amendment No. 41 to the Registrants
registration statement, SEC File No. 33-17619, filed February 13, 1998.
|
|
|
|
4
/
|
|
Incorporated by reference from Post-Effective Amendment No. 47 to the Registrants
registration statement, SEC File No. 33-17619, filed October 1, 1998.
|
|
|
|
5
/
|
|
Incorporated by reference from Post-Effective Amendment No. 50 to the Registrants
registration statement, SEC File No. 33-17619, filed December 29, 1998.
|
|
|
|
6
/
|
|
Incorporated by reference from Post-Effective Amendment No. 52 to the Registrants
registration statement, SEC File No. 33-17619, filed February 12, 1999.
|
|
|
|
7
/
|
|
Incorporated by reference from Post-Effective Amendment No. 55 to the Registrants
registration statement, SEC File No. 33-17619, filed July 16, 1999.
|
|
|
|
8
/
|
|
Incorporated by reference from Post-Effective Amendment No. 56 to the Registrants
registration statement, SEC File No. 33-17619, filed September 16, 1999.
|
|
|
|
9
/
|
|
Incorporated by reference from Post-Effective Amendment No. 58 to the Registrants
registration statement, SEC File No. 33-17619, filed November 22, 1999.
|
|
|
|
10
/
|
|
Incorporated by reference from Post-Effective Amendment No. 62 to the Registrants
registration statement, SEC File No. 33-17619, filed February 23, 2000.
|
|
|
|
11
/
|
|
Incorporated by reference from Post-Effective Amendment No. 65 to the Registrants
registration statement, SEC File No. 33-17619, filed May 3, 2000.
|
|
|
|
12
/
|
|
Incorporated by reference from Post-Effective Amendment No. 68 to the Registrants
registration statement, SEC File No. 33-17619, filed November 22, 2000.
|
|
|
|
13
/
|
|
Incorporated by reference from Post-Effective Amendment No. 72 to the Registrants
registration statement, SEC File No. 33-17619, filed April 13, 2001.
|
|
|
|
14
/
|
|
Incorporated by reference from Post-Effective Amendment No. 73 to the Registrants
registration statement, SEC File No. 33-17619, filed December 21, 2001.
|
|
|
|
15
/
|
|
Incorporated by reference from Post-Effective Amendment No. 79 to the Registrants
registration statement, SEC File No. 33-17619, filed December 11, 2002.
|
|
|
|
16
/
|
|
Incorporated by reference from Post-Effective Amendment No. 81 to the Registrants
registration statement, SEC File No. 33-17619, filed February 19, 2003.
|
|
|
|
17
/
|
|
Incorporated by reference from Post-Effective Amendment No. 85 to the Registrants
registration statement, SEC File No. 33-17619, filed December 12, 2003.
|
|
|
|
18
/
|
|
Incorporated by reference from the Registrants Registration Statement on Form N-14
relating to the Registrants acquisition of the Golden Oak
®
Family of Funds
(Acquisition), SEC File No. 333-117561, filed July 22, 2004.
|
C-11
|
|
|
19
/
|
|
Incorporated by reference from Post-Effective Amendment No. 93 to the Registrants
registration statement, SEC File No. 33-17619, filed December 23, 2004.
|
|
|
|
20
/
|
|
Incorporated by reference from Post-Effective Amendment No. 103 to the Registrants
registration statement, SEC File No. 33-17619, filed June 17, 2005.
|
|
|
|
21
/
|
|
Incorporated by reference from Post-Effective Amendment No. 112 to the Registrants
registration statement, SEC File No. 811-05349, filed December 7, 2005.
|
|
|
|
22
/
|
|
Incorporated by reference from Post-Effective Amendment No. 127 to the Registrants
registration statement, SEC File No. 33-17619, filed May 26, 2006.
|
|
|
|
23
/
|
|
Incorporated by reference from Post-Effective Amendment No. 114 to the Registrants
registration statement, SEC File No. 33-17619, filed December 29, 2005.
|
|
|
|
24
/
|
|
Incorporated by reference from Post-Effective Amendment No. 129 to the Registrants
registration statement, SEC File No. 33-17619, filed June 23, 2006.
|
|
|
|
25
/
|
|
Incorporated by reference from Post-Effective Amendment No. 133 to the Registrants
registration statement, SEC File No. 33-17619, filed August 18, 2006.
|
|
|
|
26
/
|
|
Incorporated by reference from Post-Effective Amendment No. 143 to the Registrants
registration statement, SEC File No. 33-17619, filed December 21, 2006.
|
|
|
|
27
/
|
|
Incorporated by reference from Post-Effective Amendment No. 159 to the Registrants
registration statement, SEC File No. 811-05349, filed June 12, 2007.
|
|
|
|
28
/
|
|
Incorporated by reference from Post-Effective Amendment No. 162 to the Registrants
registration statement, SEC File No. 811-05349, filed August 14, 2007.
|
|
|
|
29
/
|
|
Incorporated by reference from Post-Effective Amendment No. 173 to the Registrants
registration statement, SEC File No. 811-05349, filed November 27, 2007.
|
|
|
|
30
/
|
|
Incorporated by reference from Post-Effective Amendment No. 183 to the Registrants
registration statement, SEC File No. 33-17619, filed January 18, 2008.
|
|
|
|
31
/
|
|
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).
|
|
|
|
32
/
|
|
Incorporated by reference from Post-Effective Amendment No. 48 to the Registrants
registration statement, SEC File No. 33-17619, filed November 25, 1998.
|
|
|
|
33
/
|
|
Incorporated by reference from Post-Effective Amendment No. 195 to the Registrants
registration statement, SEC File No. 33-17619, filed February 29, 2008.
|
|
|
|
34
/
|
|
Incorporated by reference from Post-Effective Amendment No. 83 to the Registrants
registration statement, SEC File No. 33-17619, filed June 13, 2003.
|
|
|
|
35
/
|
|
Incorporated by reference from Post-Effective Amendment No. 26 to the Registrants
registration statement, SEC File No. 33-17619, filed December 29, 1995.
|
|
|
|
36
/
|
|
Incorporated by reference from Post-Effective Amendment No. 43 to the Registrants
registration statement, SEC File No. 33-17619, filed March 2, 1998.
|
C-12
|
|
|
37
/
|
|
Incorporated by reference from Post-Effective Amendment No. 59 to the Registrants
registration statement, SEC File No. 33-17619, filed December 1, 1999.
|
|
|
|
38
/
|
|
Incorporated by reference from Post-Effective Amendment No. 75 to the Registrants
registration statement, SEC File No. 33-17619, filed April 15, 2002.
|
|
|
|
39
/
|
|
Incorporated by reference from Post-Effective Amendment No. 149 to the Registrants
registration statement, SEC File No. 33-17619, filed January 19, 2007.
|
|
|
|
|
40
/
|
|
Incorporated by reference from
Post-Effective Amendment No. 175 to the Registrants
registration statement, SEC File No. 33-17619, filed
December 10, 2007.
|
|
|
|
|
|
41
/
|
|
Incorporated by reference from Post-Effective Amendment No. 86 to the Registrants
registration statement, SEC File No. 33-17619, filed February 24, 2004.
|
|
|
|
|
|
42
/
|
|
Incorporated by reference from Post-Effective Amendment No. 118 to the Registrants
registration statement, SEC File No. 811-05349, filed February 17, 2006.
|
|
|
|
|
|
43
/
|
|
Incorporated by reference from Post-Effective Amendment No. 161 to the Registrants
registration statement, SEC File No. 33-17619, filed August 10, 2007.
|
|
|
|
|
|
44
/
|
|
Incorporated by reference from Post-Effective Amendment No. 119 to the Registrants
registration statement, SEC File No. 33-17619, filed February 28, 2006.
|
|
|
|
|
|
45
/
|
|
Incorporated by reference from Post-Effective Amendment No. 171 to the Registrants
registration statement, SEC File No. 33-17619, filed November 9, 2007.
|
|
Item 24. Persons Controlled by or Under Common Control with the Registrant
Not Applicable
Item 25. Indemnification
Article IV of the Declaration of Trust of Goldman Sachs Trust, a Delaware statutory trust,
provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain
limitations. The Declaration of Trust is incorporated by reference to Exhibit (a)(1).
The Management Agreement with each of the Funds (other than the ILA Portfolios) provides that
the applicable Investment Adviser will not be liable for any error of judgment or mistake of law or
for any loss suffered by a Fund, except a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Investment Adviser or from reckless disregard by the Investment
Adviser of its obligations or duties under the Management Agreement. Section 7 of the Management
Agreement with respect to the ILA Portfolios provides that the ILA Portfolios will indemnify the
Adviser against certain liabilities; provided, however, that such indemnification does not apply to
any loss by reason of its willful misfeasance, bad faith or gross negligence or the Advisers
reckless disregard of its obligation under the Management Agreement. The Management Agreements are
incorporated by reference as 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 and Goldman Sachs Variable Insurance Trust insure such
persons and their respective trustees, partners, officers and employees, subject to the policies
coverage limits and exclusions and varying deductibles, against loss resulting from claims by
reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
C-13
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
|
Item 27. Principal Underwriters
|
(a)
|
|
Goldman, Sachs & Co. or an affiliate or a division thereof currently serves as
distributor 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
2
/
|
|
Global Head of Compliance, Managing Director
|
Gary D. Cohn
1
/
|
|
Managing Director
|
Christopher A. Cole
1
/
|
|
Managing Director
|
Edith
Cooper
2
/
|
|
Managing Director
|
Gordon
E. Dyal
3
/
|
|
Managing Director
|
Edward
K. Eisler
4
/
|
|
Managing Director
|
J. Michael Evans
2
/
|
|
Managing Director
|
Edward C. Forst
1
/
|
|
Managing Director
|
Richard A. Friedman
1
/
|
|
Managing Director
|
Richard J. Gnodde
5
/
|
|
Managing Director
|
David
B. Heller
2
/
|
|
Managing Director
|
Kevin W. Kennedy
1
/
|
|
Managing Director
|
Gwen
R. Libstag
1
/
|
|
Managing Director
|
Masanori Mochida
6
/
|
|
Managing Director
|
Donald
R. Mullen, Jr.
2
/
|
|
Managing Director
|
Gregory K. Palm
1
/
|
|
General Counsel and Managing Director
|
John F.W. Rogers
1
/
|
|
Managing Director
|
Richard
M. Ruzika
1
/
|
|
Managing Director
|
Pablo
J. Salame
4
/
|
|
Managing Director
|
Harvey
M. Schwartz
2
/
|
|
Managing Director
|
Michael S. Sherwood
4
/
|
|
Managing Director
|
|
C-14
|
|
|
Name and Principal
|
|
|
Business Address
|
|
Position with Goldman, Sachs & Co.
|
David M. Solomon
2
/
|
|
Managing Director
|
More
Spilker
2
/
|
|
Managing Director
|
Esta Stecher
2
/
|
|
General Counsel and Managing Director
|
David A. Viniar
7
/
|
|
Managing Director
|
John S. Weinberg
3
/
|
|
Managing Director
|
Jon Winkelried
3
/
|
|
Managing Director
|
Yoel
Zaoui
3
/
|
|
Managing Director
|
|
|
|
1
/
|
|
85 Broad Street, New York, NY 10004
|
|
2
/
|
|
One New York Plaza, New York, NY 10004
|
|
3
/
|
|
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England
|
|
4
/
|
|
River Court, 120 Fleet Street, London EC4A 2QQ, England
|
|
5
/
|
|
Cheung Kong Center, 68
th
Floor, 2 Queens Road Central, Hong Kong, China
|
|
6
/
|
|
12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan
|
|
7
/
|
|
10 Hanover Square, New York, NY 10005
|
|
(c) Not Applicable.
Item 28. Location of Accounts and Records
The Declaration of Trust, By-laws and minute books of the Registrant and certain investment
adviser records are in the physical possession of GSAM LP, 32 Old Slip, New York, New York 10005.
All other accounts, books and other documents required to be maintained under Section 31(a) of the
Investment Company Act of 1940 and the Rules promulgated thereunder are in the physical possession
of State Street Bank and Trust Company, State Street Financial
Center, One Lincoln Street, Boston, Massachusetts 02111 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-15
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. 198 under rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 198 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 28th day of
April, 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
|
|
April 28, 2008
|
|
|
|
|
|
1
John M. Perlowski
John M. Perlowski
|
|
Treasurer
(Principal
Accounting Officer
and Principal
Financial Officer)
and Senior Vice
President
|
|
April 28, 2008
|
|
|
|
|
|
1
Ashok N. Bakhru
Ashok N. Bakhru
|
|
Chairman and Trustee
|
|
April 28, 2008
|
|
|
|
|
|
1
John P. Coblentz, Jr.
John P. Coblentz, Jr.
|
|
Trustee
|
|
April 28, 2008
|
|
|
|
|
|
1
Diana M. Daniels
Diana M. Daniels
|
|
Trustee
|
|
April 28, 2008
|
|
|
|
|
|
1
Patrick T. Harker
Patrick T. Harker
|
|
Trustee
|
|
April 28, 2008
|
|
|
|
|
|
1
Jessica Palmer
Jessica Palmer
|
|
Trustee
|
|
April 28, 2008
|
|
|
|
|
|
1
Alan A. Shuch
Alan A. Shuch
|
|
Trustee
|
|
April 28, 2008
|
|
|
|
|
|
1
Richard P. Strubel
Richard P. Strubel
|
|
Trustee
|
|
April 28, 2008
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Peter V. Bonanno
|
|
|
|
Peter V. Bonanno,
|
|
|
|
Attorney-In-Fact
|
|
|
|
|
|
1
|
|
Pursuant to a power of attorney previously filed.
|
C-16
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.
Dated: April 28, 2008
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/s/ Peter V. Bonanno
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Peter V. Bonanno,
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Secretary
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Exhibit Index
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(d)(19)
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Fee Reduction Commitment dated January 1, 2006 among Goldman Sachs Asset Management, L.P.,
Goldman Sachs Asset Management International and Goldman Sachs Trust relating to the Balanced,
Structured Large Cap Value, Growth and Income, Structured International Equity, Structured
U.S. Equity, Structured Large Cap Growth, Large Cap Value, Strategic Growth, Research Select,
Concentrated Growth, Structured Small Cap Equity, Mid Cap Value, Small Cap Value and Growth
Opportunities Funds
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(h)(5)
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Form of Retail Service Agreement on behalf of Goldman Sachs Trust TPA Assistance Version
relating to the 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
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(h)(8)
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Form of Supplemental Service Agreement on behalf of Goldman Sachs Trust relating to the
Class A Shares and Service Shares of Goldman Sachs Equity and Fixed Income Funds
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(h)(14)
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Goldman Sachs ILA Administration Class Administration Plan amended and restated as of
February 4, 2004
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(i)
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Opinion and Consent of Dechert LLP
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(j)
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Consent of PricewaterhouseCoopers LLP
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