As
filed with the Securities and Exchange Commission on August 27, 2008
1933 Act Registration No. 33-17619
1940 Act Registration No. 811-05349
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
þ
Pre-Effective Amendment No.
o
Post-Effective Amendment No. 206
þ
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
þ
Amendment No. 207
þ
(Check appropriate box or boxes)
GOLDMAN SACHS TRUST
(Exact Name of Registrant as Specified in Charter)
71 South Wacker Drive
Chicago, Illinois 60606
(Address of Principal Executive Offices)
Registrants Telephone Number, including Area Code: (312) 655-4400
PETER V. BONANNO, ESQ.
Goldman, Sachs & Co.
One New York Plaza 37
th
Floor
New York, New York 10004
(Name and Address of Agent for Service)
Copies to:
JACK W. MURPHY, ESQ.
Dechert LLP
1775 I Street NW
Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of
the registration statement
It is proposed that this filing will become effective (check appropriate box)
þ
immediately upon filing pursuant to paragraph (b)
o
on (date) pursuant to paragraph (b)
o
60 days after filing pursuant to paragraph (a)(1)
o
on (date) pursuant to paragraph (a)(1)
o
75 days after filing pursuant to paragraph (a)(2)
o
on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
o
this post-effective amendment designates a new effective date for a previously filed
post-effective amendment.
Title of Securities Being Registered: Service Shares of the Goldman Sachs Satellite Strategies
Portfolio.
Prospectus
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Service
Shares
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August 27, 2008
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GOLDMAN SACHS
FUND OF FUNDS PORTFOLIOS
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n
Goldman
Sachs Satellite Strategies Portfolio
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THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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AN INVESTMENT IN THE
PORTFOLIO IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE PORTFOLIO INVOLVES INVESTMENT
RISKS, AND YOU MAY LOSE MONEY IN THE PORTFOLIO.
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NOT
FDIC-INSURED
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May Lose
Value
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No Bank
Guarantee
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General Investment
Management Approach
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Goldman Sachs Asset Management, L.P.
(GSAM
®
)
serves as investment adviser (the Investment
Adviser) to the fund of funds portfolio contained in this
Prospectus: the Satellite Strategies Portfolio (referred to as
the Portfolio, or the Fund
interchangeably herein). The Portfolio is intended for investors
who prefer to have their asset allocation decisions made by
professional money managers. The Portfolio seeks to achieve its
objective by investing in a combination of underlying funds that
currently exist or that may become available for investment in
the future for which GSAM or an affiliate now or in the future
acts as investment adviser or principal underwriter (the
Underlying Funds). Some of these Underlying Funds
invest primarily in fixed income or money market securities (the
Underlying Fixed Income Funds) and other Underlying
Funds invest primarily in equity securities (the
Underlying Equity Funds). An investor may choose to
invest in the Portfolio based on individual investment goals,
risk tolerance and financial circumstances.
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GSAMs
Satellite Strategies Investment Philosophy:
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The Investment Adviser believes there are three
primary sources of risk that contribute to Portfolio
returninterest rate risk, equity market risk and active
management risk. The first two risksinterest rate and
equity marketconstitute market risk (beta),
meaning risk naturally associated with bond or stock market
returns. The third risk, active management risk, comes from the
pursuit of non-market related return (alpha) through active,
skilled portfolio management.
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Through a Core and Satellite approach to
portfolio construction, investors can separate these three
sources of portfolio risk to seek additional return
opportunities. Investors achieve their desired exposure to
equity and fixed income markets through Core
investmentstypically U.S. large cap equities and fixed
income obtained through passive, structured and/or
actively-managed strategies. Active and skilled portfolio
management can contribute to alpha return of any mutual fund.
However, investors can pursue additional return opportunities
through less correlated satellite strategies such as emerging
markets, high yield and commodities investments. The Investment
Adviser believes the result of Core and Satellite investing is
more efficient portfolio constructionand higher
risk-adjusted return potential. Because the risks of satellite
investments are typically less correlated with market risk, the
Investment Adviser believes they can be added to any portfolio
to increase diversification and return
opportunitieswithout greatly impacting a portfolios
overall risk.
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The Investment Advisers Quantitative
Investment Strategies Group uses a disciplined, rigorous and
quantitative approach in allocating to the satellite asset
classes included in the Portfolio. The Portfolio starts with a
strategic allocation among the various asset classes. For this
strategic allocation the Investment Adviser uses a proprietary
asset allocation model. In contrast to traditional equity and
fixed income selection strategies which focus on individual
stocks and bonds, the model focuses on broad asset classes, such
as emerging markets, high yield and commodities. The Investment
Advisers model uses financial and economic factors that
are designed to capture the risks and returns of global asset
classes across markets. While the asset allocation process is
rigorous and quantitative, allocation is driven by intuitive
economic reasoning. On a monthly basis, the Investment Adviser
will assess the risk contribution of each asset class and
rebalance accordingly.
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The Investment Adviser employs GSAMs
proprietary Black Litterman asset allocation technique to set
the Portfolios strategic allocations.
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References in this Prospectus to the
Portfolios benchmarks are for informational purposes only,
and unless otherwise noted, are not an indication of how the
Portfolio is managed.
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2
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Portfolio Investment
Objectives
and Strategies
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Goldman Sachs
Satellite Strategies Portfolio
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PORTFOLIO FACTS
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Objective:
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Long-term capital
appreciation
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Benchmarks:
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S&P
500
®
Index;
MSCI
®
EAFE
®
Index; Lehman Brothers Aggregate Bond Index
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Investment
Focus:
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International and emerging
markets equity funds (approximately 35%) along with high yield
and emerging markets debt funds (approximately 35%) with
additional exposure to domestic and international real estate
funds and a commodities fund
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Investment
Style:
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Asset Allocation
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The Portfolio seeks long-term capital
appreciation.
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PRINCIPAL
INVESTMENT STRATEGY
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Under normal conditions, at least 80% of the
Portfolios total assets will be allocated among underlying
funds that the Investment Adviser considers to be invested in
satellite asset classes. Satellite asset classes are those that
have low correlations to traditional market exposures such as
large cap equities and investment grade fixed income. Satellite
funds can be both equity and fixed income funds. The Investment
Adviser expects to invest relatively significant percentages in
the following satellite equity asset classes: Emerging Markets
Equity, International Small Cap, and U.S. and International Real
Estate Securities; and may invest a relatively significant
percentage in the following satellite fixed income asset
classes: High Yield, Emerging Markets Debt and Commodities.
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Principal Investment Strategy
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The Portfolio seeks to achieve its investment
objective by investing within specified equity and fixed income
ranges among Underlying Funds. The table below illustrates the
current Underlying Equity/ Fixed Income Fund allocation ranges
for the Portfolio:
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Equity/
Fixed Income Range (Percentage of the Portfolios Total
Assets)
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Portfolio
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Range
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Satellite
Strategies
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Equity
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25%75%
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Fixed Income
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25%75%
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The Portfolio will invest in particular
Underlying Funds based on various criteria. Among other things,
the Investment Adviser will analyze the Underlying Funds
respective investment objectives, policies and investment
strategies in order to determine which Underlying Funds, in
combination with other Underlying Funds, are appropriate in
light of the Portfolios investment objective.
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The Portfolio may purchase or sell securities to:
(a) accommodate purchases and sales of its shares;
(b) change the percentages of its assets invested in each
of the Underlying Funds in response to economic or market
conditions; and (c) maintain or modify the allocation of its
assets among the Underlying Funds within the percentage ranges
described above.
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4
PRINCIPAL INVESTMENT
STRATEGY
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While the Portfolio can invest in any or all of
the Underlying Funds, it is expected that the Portfolio will
normally invest in only some of the Underlying Funds at any
particular time. The Portfolios investment in any of the
Underlying Funds may, and in some cases is expected to, exceed
25% of the Portfolios total assets.
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THE PARTICULAR UNDERLYING FUNDS IN WHICH THE
PORTFOLIO MAY INVEST, THE EQUITY/ FIXED INCOME RANGES AND THE
INVESTMENTS IN EACH UNDERLYING FUND MAY BE CHANGED FROM TIME TO
TIME WITHOUT SHAREHOLDER APPROVAL.
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In addition, the Portfolios investment
objective and all policies not specifically designated as
fundamental in this Prospectus or the Statement of Additional
Information (the SAI) are non-fundamental and may be
changed without shareholder approval. If there is a change in
the Portfolios investment objective, you should consider
whether the Portfolio remains an appropriate investment in light
of your then current financial position and needs.
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5
Principal Risks of the
Portfolio
Loss of money is a risk of investing in the
Portfolio. An investment in the Portfolio is not a deposit of
any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. While
the Portfolio offers a greater level of diversification
than many other types of mutual funds, the Portfolio may not
provide a complete investment program for an investor. The
following summarizes the principal risks that apply to the
Portfolio and may result in a loss of your investment.
There can be no assurance that the Portfolio will achieve its
investment objective.
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Investing in the Underlying
Funds
The investments of the
Portfolio are concentrated in the Underlying Funds, and the
Portfolios investment performance is directly related to
the investment performance of the Underlying Funds held by it.
The ability of the Portfolio to meet its investment objective is
directly related to the ability of the Underlying Funds to meet
their objectives as well as the allocation among those
Underlying Funds by the Investment Adviser. The value of the
Underlying Funds investments, and the net asset values
(NAV) of the shares of both the Portfolio and the
Underlying Funds, will fluctuate in response to various market
and economic factors related to the equity and fixed income
markets, as well as the financial condition and prospects of
issuers in which the Underlying Funds invest. There can be no
assurance that the investment objective of the Portfolio or
any Underlying Fund will be achieved.
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Investments of the Underlying
Funds
Because the Portfolio
invests in the Underlying Funds, the Portfolios
shareholders will be affected by the investment policies and
risks of the Underlying Funds in direct proportion to the amount
of assets the Portfolio allocates to those Underlying Funds. The
Portfolio may invest in Underlying Funds that in turn invest in
small capitalization companies and foreign issuers and thus are
subject to additional risks, including changes in foreign
currency exchange rates and political risk. Foreign investments
may include securities of issuers located in emerging countries
in Asia, Central and South America, Eastern Europe, Africa and
the Middle East. The Portfolio may also invest in Underlying
Funds that in turn invest in investment grade fixed income
securities, emerging market debt securities, inflation protected
securities and non-investment grade fixed income securities
(which are considered speculative) (junk bonds). In
addition, the Underlying Funds may purchase derivative
securities including structured notes; enter into forward
currency transactions; lend their portfolio securities; enter
into futures contracts and options transactions; purchase zero
coupon bonds and payment-in-kind bonds; purchase securities
issued by real estate investment trusts (REITs) and
other issuers in the real estate industry;
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6
PRINCIPAL RISKS OF THE
PORTFOLIO
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purchase restricted and illiquid securities;
purchase securities on a when-issued or delayed delivery basis;
enter into repurchase agreements; borrow money; and engage in
various other investment practices. The Portfolio may invest in
an Underlying Fund that in turn has exposure to the commodities
markets and be subject to greater volatility than investments in
traditional securities. The risks presented by these investment
practices are discussed in Appendix A to this Prospectus
and in the SAI.
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Affiliated
Persons
In managing the
Portfolio, the Investment Adviser will have the authority to
select and substitute Underlying Funds. The Investment Adviser
is subject to conflicts of interest in allocating Portfolio
assets among the various Underlying Funds both because the fees
payable to it and/or its affiliates by some Underlying Funds are
higher than the fees payable by other Underlying Funds and
because the Investment Adviser and its affiliates are also
responsible for managing the Underlying Funds. The Investment
Adviser and/or its affiliates are compensated by the Portfolio
and by the Underlying Funds for advisory and/or principal
underwriting services provided. The Trustees and officers of the
Goldman Sachs Trust may also have conflicting interests in
fulfilling their fiduciary duties to both the Portfolio and the
Underlying Funds for which GSAM or its affiliates now or in the
future serves as investment advisor or principal underwriter.
Other funds with similar investment strategies may perform
better or worse than the Underlying Funds.
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Expenses
You
may invest in the Underlying Funds directly. By investing in the
Underlying Funds indirectly through the Portfolio, you will
incur not only a proportionate share of the expenses of the
Underlying Funds held by the Portfolio (including operating
costs and investment management fees), but also expenses of the
Portfolio.
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Temporary
Investments
Although the
Portfolio normally seeks to remain substantially invested in the
Underlying Funds, the Portfolio may invest a portion of its
assets in high-quality, short-term debt obligations (including
commercial paper, certificates of deposit, bankers
acceptances, repurchase agreements, debt obligations backed by
the full faith and credit of the U.S. government and demand and
time deposits of domestic and foreign banks and savings and loan
associations) to maintain liquidity, to meet shareholder
redemptions and for other short-term cash needs. Also, there may
be times when, in the opinion of the Investment Adviser,
abnormal market or economic conditions warrant that, for
temporary defensive purposes, the Portfolio may invest without
limitation in short-term obligations. When the Portfolios
assets are invested in such investments, the Portfolio may not
be achieving its investment objective.
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7
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Description of the Underlying
Funds
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DESCRIPTION
OF THE UNDERLYING FUNDS
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The following is a concise description of the
investment objectives and practices for each of the Underlying
Funds that are available for investment by the Portfolio as of
the date of this Prospectus. The Portfolio may also invest in
other Underlying Funds not listed below that currently exist or
may become available for investment in the future at the
discretion of the Investment Adviser without shareholder
approval. Additional information regarding the investment
practices of the Underlying Funds is provided in Appendix A
to this Prospectus and in the SAI. This Prospectus is not an
offer to sell and is not soliciting an offer to buy any of the
Underlying Funds. In addition, a description of the
Portfolios policies and procedures with respect to the
disclosure of the Portfolios portfolio security holdings
is available in the SAI. For information regarding the
disclosure of an Underlying Funds portfolio securities
holdings, see the applicable Underlying Funds prospectus.
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Underlying Fund
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Investment Objectives
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Investment Criteria
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Commodity
Strategy
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Long-term total return.
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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.
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8
DESCRIPTION OF THE
UNDERLYING FUNDS
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Underlying Fund
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Investment Objectives
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Investment Criteria
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Concentrated Emerging
Markets Equity
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Long-term capital
appreciation.
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At least 80% of its net
assets plus any borrowings for investment purposes (measured at
the time of purchase) in a portfolio of equity investments in
emerging country issuers. The Fund invests primarily in equity
securities of approximately 30-50 emerging country issuers with
public stock market capitalizations of at least $8 billion
at the time of investment. Under normal circumstances, the Fund
will maintain investments in at least six emerging countries,
and will not purchase a security if, as a result of and at the
time of such purchase, more than 35% of its net assets would be
invested in securities of issuers in any one emerging country.
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Real Estate
Securities
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Total return comprised of
long-term growth of capital and dividend income.
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Substantially all, and at
least 80% of its net assets plus any borrowings for investment
purposes (measured at time of purchase) in a portfolio of equity
investments in issuers that are primarily engaged in or related
to the real estate industry. The Fund expects that a substantial
portion of its total assets will be invested in REITS, real
estate industry companies or other real estate related
investments.
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International Real
Estate Securities
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Total return comprised of
long-term growth of capital and dividend income.
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Substantially all, and at
least 80% of its net assets plus any borrowings for investment
purposes (measured at time of purchase) in a diversified
portfolio of equity investments in issuers that are primarily
engaged in or related to the real estate industry outside the
United States. The Fund expects that a substantial portion of
its assets will be invested in REITS, real estate industry
companies or other real estate related investments.
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International Small
Cap
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Long-term capital
appreciation.
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At least 80% of its net
assets plus any borrowings for investment purposes (measured at
the time of purchase) in a diversified portfolio of equity
investments in non-U.S. small-cap companies. The Fund may
allocate its assets among countries as determined by the
Investment Adviser from time to time provided that the
Funds assets are invested in at least three foreign
countries.
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9
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Underlying Fund
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Investment Objectives
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Duration or Maturity
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High Yield
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A high level of current
income and may also consider the potential for capital
appreciation.
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Target Duration* =
Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer
Capped plus or minus 2.5 years
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Emerging Markets
Debt
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A high level of total
return consisting of income and capital appreciation.
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Target Duration* =
J.P. Morgan EMBI Global Diversified Index plus or minus
2 years
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Local Emerging Markets
Debt
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A high level of total
return consisting of income and capital appreciation.
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Target Duration* =
one to six years
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*
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The Underlying Funds duration
approximates its price sensitivity to changes in interest
rates.
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10
DESCRIPTION OF THE
UNDERLYING FUNDS
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Investment Sector
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Credit Quality
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Other Investments
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At least 80% of its net
assets plus any borrowings for investment purposes (measured at
time of purchase) in high-yield, fixed income securities rated
below investment grade, including U.S. and non-U.S. dollar
corporate debt, foreign government securities, convertible
securities and preferred stock. Also invests in futures, swaps
and other derivatives.
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At least 80% = BB/ Ba or
below (at time of purchase)
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Mortgage-backed and
asset-backed securities, U.S. Government Securities, investment
grade corporate fixed income securities, loan participations,
custodial receipts, municipal securities, preferred stock,
structured securities, foreign currencies and repurchase
agreements.
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At least 80% of its net
assets plus any borrowings for investment purposes (measured at
time of purchase) in fixed income securities of issuers located
in emerging countries. Also invests in futures, swaps and other
derivatives.
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Minimum = D (Standard
& Poors) or C (Moodys)
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Brady bonds and other debt
issued by governments, their agencies and instrumentalities, or
by their central banks, interests issued by entities organized
and operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging country issues
fixed and floating rate, senior and subordinated corporate debt
obligations, loan participations and repurchase agreements.
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At least 80% of its net
assets plus any borrowings for investment purposes (measured at
the time of purchase) in sovereign and corporate debt of issuers
located in emerging countries denominated in the local currency
of such emerging countries or in currencies of such emerging
countries, which may be represented by forwards or other
derivatives that may have interest rate exposure. Also invests
in futures, swaps and other derivatives.
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Minimum = D (Standard
& Poors) or C
(Moodys)
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Brady bonds and other debt
issued by governments, their agencies and instrumentalities, or
by their central banks, interests issued by entities organized
and operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging country
issuers, fixed and floating rate, senior and subordinated
corporate debt obligations (such as bonds, debentures, notes and
commercial paper), loan participations, and repurchase
agreements with respect to the foregoing.
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11
Principal Risks of the
Underlying Funds
Loss of money is a risk of investing in each
Underlying Fund. An investment in an Underlying Fund is not a
deposit of any bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency. The following summarizes the principal risks that apply
to the Underlying Funds and may result in a loss of your
investment in the Portfolio. There can be no assurance that an
Underlying Fund will achieve its investment objective.
Risks That Apply
To All Underlying Funds:
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NAV
Risk
The risk that the NAV of
an Underlying Fund and the value of your investment will
fluctuate.
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Interest Rate
Risk
The risk that when
interest rates increase, fixed income securities held by an
Underlying Fund will decline in value. Long-term fixed income
securities will normally have more price volatility because of
this risk than short-term fixed income securities.
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Credit/Default
Risk
The risk that an issuer
or guarantor of fixed income securities held by an Underlying
Fund may default on its obligation to pay interest and repay
principal.
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Market
Risk
The risk that the value
of the securities in which an Underlying Fund invests may go up
or down in response to the prospects of individual companies,
particular industry sectors or governments and/or general
economic conditions. Price changes may be temporary or last for
extended periods. An Underlying Funds investments may be
overweighted from time to time in one or more industry sectors,
which will increase the Underlying Funds exposure to risk
of loss from adverse developments affecting those sectors.
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Derivatives
Risk
The risk that loss may
result from an Underlying Funds investments in options,
futures, swaps, options on swaps, structured securities and
other derivative instruments. These instruments may be illiquid,
difficult to price and leveraged so that small changes may
produce disproportionate losses to an Underlying Fund.
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Management
Risk
The risk that a strategy
used by an investment adviser to the Underlying Funds may fail
to produce the intended results.
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Investment Style
Risk
Different investment
styles tend to shift in and out of favor depending upon market
and economic conditions as well as investor sentiment. An
Underlying Fund may outperform or underperform other funds that
employ a different investment style. Examples of different
investment styles include growth and value investing. Growth
stocks may be more volatile than other stocks because they are
more sensitive to investor perceptions of the issuing
companys growth of earnings potential. Growth companies
are often expected by investors to increase their earnings at a
certain rate. When these expectations are not met, investors can
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12
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
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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.
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Foreign
Risk
The Underlying Funds
will be subject to risk of loss with respect to their foreign
investments that are not typically associated with domestic
issuers. Loss may result because of less foreign government
regulation, less public information and less economic, political
and social stability. Loss may also result from the imposition
of exchange controls, confiscations and other government
restrictions. The Underlying Funds will also be subject to the
risk of negative foreign currency rate fluctuations. Foreign
risks will normally be greatest when an Underlying Fund invests
in issuers located in emerging countries.
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Liquidity
Risk
The risk that an
Underlying 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 an
Underlying 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, an
Underlying Fund may have to accept a lower price or may not be
able to sell the instrument at all. An inability to sell a
portfolio position can adversely affect the Underlying
Funds value or prevent the Underlying Fund from being able
to take advantage of other investment opportunities. To meet
redemption requests, an Underlying Fund may be forced to sell
liquid securities at an unfavorable time and conditions.
Underlying Funds that invest in non-investment grade fixed
income securities, small and mid-capitalization stocks, REITs
and emerging country issuers will be especially subject to the
risk that 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.
The Portfolio expects to invest a significant percentage of its
assets in the Underlying Funds and other funds for which GSAM or
an affiliate now or in the future acts as investment adviser or
underwriter. Redemptions by the Portfolio of its position in an
Underlying Fund may further increase liquidity risk and may
impact an Underlying Funds NAV.
|
|
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n
|
U.S. Government Securities
Risk
The Underlying Funds
invest in U.S. Government Securities as part of their principal
investment strategy. The risk that
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13
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|
|
the U.S. government will not provide
financial support to U.S. government agencies, instrumentalities
or sponsored enterprises if it is not obligated to do so by law.
Although many types of U.S. Government Securities may be
purchased by the Underlying Funds, such as those issued by the
Federal National Mortgage Association (Fannie Mae),
Federal Home Loan Mortgage Corporation (Freddie Mac)
and Federal Home Loan Banks may be chartered or sponsored by
Acts of Congress, their securities are neither issued nor
guaranteed by the United States Treasury and, therefore, are not
backed by the full faith and credit of the United States. The
maximum potential liability of the issuers of some U.S.
Government Securities held by an Underlying 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.
|
Risks That Apply
Primarily To The Underlying Fixed Income Funds:
|
|
n
|
Call
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a mortgage-backed security)
earlier than expected. This may happen when there is a decline
in interest rates. Under these circumstances, an Underlying Fund
may be unable to recoup all of its initial investment and will
also suffer from having to reinvest in lower-yielding securities.
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n
|
Extension
Risk
The risk that an issuer
will exercise its right to pay principal on an obligation held
by an Underlying Fund (such as a mortgage-backed security) later
than expected. This may happen when there is a rise in interest
rates. Under these circumstances, the value of the obligation
will decrease, and an Underlying Fund will also suffer from the
inability to invest in higher yielding securities.
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|
Risk That
Applies Primarily To The Underlying Equity and Commodity
Strategy Funds:
|
|
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.
|
Risks That Are
Particularly Important For Specific Underlying Funds:
|
|
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
|
14
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
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|
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.
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|
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n
|
Non-Diversification
Risk
The Real Estate
Securities, International Real Estate Securities, Emerging
Markets Debt, Concentrated Emerging Markets Equity, Local
Emerging Markets Debt and Commodity Strategy Funds are
non-diversified, meaning that each fund is permitted to invest
more of its assets in fewer issuers than diversified
mutual funds. Thus, these Underlying Funds may be more
susceptible to adverse developments affecting any single issuer
held in their portfolios, and may be more susceptible to greater
losses because of these developments.
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n
|
Emerging Countries
Risk
The Underlying Funds
(other than the Real Estate Securities Fund) may invest in
emerging country securities. 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.
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n
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Sovereign
Risk
The High Yield, Local
Emerging Markets Debt and Emerging Markets Debt Funds will be
subject to the risk that the issuer of or the governmental
authorities that control the repayment of the non-U.S. sovereign
debt
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15
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|
in the Underlying Funds portfolio may be
unable or unwilling to repay the principal or interest when due.
Sovereign Risk includes the following risks:
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n
|
Political
Risk
The risks associated
with the general political and social environment of a country.
These factors may include among other things government
instability, poor socioeconomic conditions, corruption, lack of
law and order, lack of democratic accountability, poor quality
of the bureaucracy, internal and external conflict, and
religious and ethnic tensions. High political risk can impede
the economic welfare of a country.
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n
|
Economic
Risk
The risks associated
with the general economic environment of a country. These can
encompass, among other things, low quality and growth rate of
Gross Domestic Product (GDP), high inflation or
deflation, high government deficits as a percentage of GDP, weak
financial sector, overvalued exchange rate, and high current
account deficits as a percentage of GDP.
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n
|
Repayment
Risk
The risk associated with
the inability of a country to pay its external debt obligations
in the immediate future. Repayment risk factors may include but
are not limited to high foreign debt as a percentage of GDP,
high foreign debt service as a percentage of exports, low
foreign exchange reserves as a percentage of short-term debt or
exports, and an unsustainable exchange rate structure.
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n
|
Non-investment Grade Fixed Income
Securities Risk
Certain
Underlying Funds may invest in non-investment grade fixed income
securities (commonly known as junk bonds) that are
considered speculative. Non-investment grade fixed income
securities and unrated securities of comparable credit quality
are subject to the increased risk of an issuers inability
to 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. Certain
Underlying Funds may purchase the securities of issuers that are
in default.
|
|
n
|
Mid Cap and Small Cap
Risk
The Underlying Equity
Funds may invest in small cap and mid cap stocks. The securities
of small capitalization and mid-capitalization companies involve
greater risks than those associated with larger, more
established companies and may be subject to more abrupt or
erratic price movements. Securities of such issuers may lack
sufficient market liquidity to enable an Underlying Equity Fund
to effect sales at an advantageous time or without a substantial
drop in price. Both mid-cap and small-cap companies often have
narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result,
their performance can be more volatile and they face greater
risk of business failure, which could increase the volatility of
an Underlying Equity Funds portfolio. Generally, the
smaller the company size, the greater these risks.
|
|
16
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
|
n
|
Initial Public Offering (IPO)
Risk
The Underlying Equity
Funds are subject to the risk that the market value of IPO
shares will fluctuate considerably due to factors such as the
absence of a prior public market, unseasoned trading, the small
number of shares available for trading and limited information
about the issuer. The purchase of IPO shares may involve high
transaction costs. IPO shares are subject to market risk and
liquidity risk. When an Underlying Funds asset base is
small, a significant portion of the Underlying Funds
performance could be attributable to investments in IPOs,
because such investments would have a magnified impact on the
Underlying Fund. As the Underlying Funds assets grow, the
effect of the Underlying Funds investments in IPOs on the
Underlying Funds performance will probably decline, which
could reduce the Underlying Funds performance.
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|
|
n
|
Industry Concentration
Risk
The risk that an
Underlying Fund concentrates its investments in specific
industry sectors that have historically experienced substantial
price volatility. Such an Underlying Fund is subject to greater
risk of loss as a result of adverse economic, business or other
developments affecting that industry sector than if its
investments were diversified across different industry sectors.
Securities of issuers held by an Underlying Fund may lack
sufficient market liquidity to enable an Underlying Fund to sell
the securities at an advantageous time or without a substantial
drop in price.
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|
|
n
|
Concentration
Risk
The risk that if either
the Emerging Markets Debt Fund or the Local Emerging Markets
Debt Fund invests more than 25% of its total assets or the
International Real Estate Securities and Real Estate Securities
Funds concentrate their investments in issuers within the same
country, state, region, currency, industry or economic sector,
or the Commodity Strategy Fund concentrates its investments in
specific industry sectors that have historically experienced
substantial price volatility, an adverse economic, business or
political development may affect the value of that Underlying
Funds investments more than if its investments were not so
concentrated.
|
|
|
n
|
Geographic Concentration
Risk
Concentration of the
investments of the International Small Cap and Concentrated
Emerging Markets Equity Funds in issuers located in a particular
country or region will subject these Underlying Funds, to a
greater extent than if investments were less concentrated, to
the risks of adverse securities markets, exchange rates and
social, political, regulatory or economic events which may occur
in that country or region.
|
|
|
n
|
Issuer Concentration
Risk
Under normal
circumstances, the Concentrated Emerging Markets Equity Fund
intends to invest in approximately 30-50 companies. As a result
of the relatively small number of issuers in which this
Underlying Fund generally invests, it may be subject to greater
risks than a fund that invests in a greater number of issuers. A
change in the value of any single investment held by the
Underlying Fund may affect the overall value of the Underlying
Fund more than it would affect a mutual fund that holds more
investments. In particular, the
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17
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|
Underlying Fund may be more susceptible to
adverse developments affecting any single issuer in the
Underlying Fund and may be 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.
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n
|
Non-Hedging Foreign Currency Trading
Risk
The High Yield, Emerging
Markets Debt and Local Emerging Markets Debt Funds may engage,
to a greater extent than the other Underlying Funds, in forward
foreign currency transactions for speculative purposes. These
Underlying Funds investment advisers may purchase or sell
foreign currencies through the use of forward contracts based on
the investment advisers judgment regarding the direction
of the market for a particular foreign currency or currencies.
In pursuing this strategy, the investment advisers seek to
profit from anticipated movements in currency rates by
establishing long and/or short positions
in forward contracts on various foreign currencies. Foreign
exchange rates can be extremely volatile and a variance in the
degree of volatility of the market or in the direction of the
market from the investment advisers expectations may
produce significant losses to these Underlying Funds. Some of
these transactions may also be subject to interest rate risk.
|
|
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.
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|
n
|
Absence of
Regulation
The Commodity
Strategy Fund is subject to the risk of lack or absence of
regulation in the over the counter (OTC) markets. 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.
|
|
18
PRINCIPAL RISKS OF THE
UNDERLYING FUNDS
|
|
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 Commodity Strategy Fund will be
subject to the risk that its direct counterparty will not
perform its obligations under the transactions and that the
Commodity Strategy Fund will sustain losses.
|
n
|
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 portfolio securities
and investment techniques of the Underlying Funds, and their
associated risks, is provided in Appendix A. You should
consider the investment risks discussed in this section and in
Appendix A. Both are important to your investment choice.
19
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Portfolio Performance
|
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|
No performance is provided for the Portfolio,
because the Portfolio has less than one calendar year of
performance information.
|
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20
Portfolio Fees and
Expenses
(Service Shares)
This table describes the fees and expenses that
you would pay if you buy and hold Service Shares of the
Portfolio.
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|
Satellite
|
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|
Strategies Portfolio
|
|
|
Shareholder Fees
(fees paid directly from your investment):
|
|
|
|
|
Maximum Sales Charge
(Load) Imposed on Purchases
|
|
|
None
|
|
Maximum Deferred Sales
Charge (Load)
|
|
|
None
|
|
Maximum Sales Charge
(Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fees
|
|
|
None
|
|
Exchange Fees
|
|
|
None
|
|
|
|
|
|
Annual Fund Operating
Expenses
1
(expenses that are deducted from Portfolio
assets):
|
|
|
|
|
Management Fees (for asset
allocation)
|
|
|
0.12%
|
|
Other Expenses*
|
|
|
2.24%
|
|
|
Service Fees
2
|
|
|
0.25%
|
|
|
Shareholder Administration
Fees
|
|
|
0.25%
|
|
|
All Other
Expenses
3
*
|
|
|
1.74%
|
|
Acquired (Underlying) Fund
Fees and Expenses
4
*
|
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|
1.06%
|
|
|
Total Other and Acquired
(Underlying) Fund Fees and Expenses*
|
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|
3.30%
|
|
|
Total Portfolio Operating
Expenses*
|
|
|
3.42%
|
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|
See page 22 for all other
footnotes.
|
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|
|
*
|
The Other Expenses and All
Other Expenses shown in the table above do not reflect
voluntary expense limitations currently in place with respect to
the Portfolio. The Acquired (Underlying) Fund Fees
and Expenses shown in the table above do not reflect
voluntary expense limitations and/or fee waiver agreements
currently in place with respect to the Underlying Funds. The
Other Expenses, Acquired (Underlying)
Fund Fees and Expenses, Total Other and
Acquired (Underlying) All Other Expenses,
Fund Fees and Expenses, and Total Portfolio
Operating Expenses, after application of these expense
limitations and/or fee waiver agreements, are as set forth
below. These expense limitations and/or fee waiver agreements
may be modified or terminated at any time at the option of the
Portfolios or Underlying Funds investment advisor
and without shareholder approval. If this occurs, Other
Expenses, All Other Expenses, Acquired
(Underlying) Fund Fees and Expenses, Total
Other and Acquired (Underlying) Fund Fees and
Expenses, and Total Portfolio Operating
Expenses would be higher.
|
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|
|
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|
Satellite
|
|
|
Strategies Portfolio
|
|
|
|
|
|
|
Annual Portfolio Operating Expenses
1
(expenses that are deducted from Portfolio assets):
|
|
|
|
|
Management Fees (for asset allocation)
|
|
|
0.12%
|
|
Other Expenses
|
|
|
0.55%
|
|
|
Service Fees
2
|
|
|
0.25%
|
|
|
Shareholder Administration Fees
|
|
|
0.25%
|
|
|
All Other Expenses
3
|
|
|
0.05%
|
|
Acquired (Underlying) Fund Fees and
Expenses
4
|
|
|
0.92%
|
|
|
Total Other and Acquired (Underlying) Fund Fees
and Expenses
|
|
|
1.47%
|
|
|
Total Portfolio Operating Expenses (after current
waivers and expense limitations)
|
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|
1.59%
|
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21
Portfolio Fees and Expenses
continued
|
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|
1
|
|
The Portfolios annual operating expenses
are estimated based on actual expenses incurred by Class A
Shares for the fiscal year ended December 31,
2007.
|
|
2
|
|
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.
|
|
3
|
|
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 Portfolios
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, 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 extent
that such expenses exceed, on an annual basis, 0.01% of the
Portfolios average daily net assets.
|
|
|
4
|
|
Acquired (Underlying) Fund Fees and
Expenses for the Portfolio are based upon the strategic
allocation of the Portfolios investment in the Underlying
Funds and upon the actual total operating expenses of the
Underlying Funds (including any current waivers and expense
limitations of the Underlying Funds). Actual Underlying Fund
Expenses incurred by the Portfolio may vary with changes in the
allocation of the Portfolios assets among the Underlying
Funds and with other events that directly affect the expenses of
the Underlying Funds.
|
|
22
PORTFOLIO FEES AND EXPENSES
Example
The following Example is intended to help you
compare the cost of investing in the Portfolio (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 Portfolio 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 Portfolios
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:
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Portfolio
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
Satellite
Strategies
|
|
$
|
345
|
|
|
$
|
1,051
|
|
|
$
|
1,779
|
|
|
$
|
3,703
|
|
|
Service Organizations that invest in Service
Shares on behalf of their customers may charge other fees
directly to their customer accounts in connection with their
investments. You should contact your Service Organization for
information regarding such charges. Such fees, if any, may
affect the return such customers realize with respect to their
investments.
Certain Service Organizations that invest in
Service Shares may receive other compensation in connection with
the sale and distribution of Service Shares or for services to
their customers accounts and/or the Portfolio. For
additional information regarding such compensation, see
Shareholder Guide in this Prospectus and
Payments to Intermediaries in the SAI.
23
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Investment Adviser
|
|
Portfolio
|
|
|
Goldman Sachs Asset
Management, L.P. (GSAM)
32 Old Slip
New York, New York 10005
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|
Satellite Strategies
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|
Except as noted below, GSAM also serves as
investment adviser to each Underlying Fund.
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|
Underlying Fund
|
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|
Goldman Sachs Asset
Management International (GSAMI)
Christchurch Court
10-15 Newgate Street
London, England EC1A 7HD
|
|
Concentrated Emerging
Markets Equity
International Small Cap
|
|
|
|
|
|
GSAM has been registered as an investment adviser
with the Securities and Exchange Commission (SEC)
since 1990 and is an affiliate of Goldman Sachs. GSAMI,
regulated by the Financial Services Authority and a registered
investment adviser since 1991, is an affiliate of Goldman Sachs.
As of March 31, 2008, GSAM, including its investment
advisory affiliates, had assets under management of
$780.5 billion.
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Under an Asset Allocation Management Agreement
with the Portfolio, the Investment Adviser, subject to the
general supervision of the Trustees, provides advice as to the
Portfolios investment transactions, including
determinations concerning changes to (a) the Underlying
Funds in which the Portfolio may invest; and (b) the
percentage range of assets of the Portfolio that may be invested
in the Underlying Equity Funds and the Underlying Fixed Income
Funds as separate groups.
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The Investment Adviser also performs the
following additional services for the Portfolio:
|
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|
|
|
|
|
n
|
Supervises all non-advisory operations of the
Portfolio
|
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|
n
|
Provides personnel to perform necessary
executive, administrative and clerical services to the Portfolio
|
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|
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
|
24
SERVICE PROVIDERS
|
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|
n
|
Maintains the records of the Portfolio
|
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|
n
|
Provides office space and all necessary office
equipment and services
|
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|
|
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 Portfolios average daily net assets):
|
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|
|
|
|
|
|
|
|
|
|
|
Actual Rate
|
|
|
|
|
for the Fiscal Year
|
Portfolio
|
|
Contractual Rate
|
|
Ended December 31, 2007
|
|
|
|
|
|
|
|
Satellite Strategies
|
|
|
0.124%
|
|
|
|
0.124%
|
|
|
|
|
|
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.
|
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|
In addition, the Portfolio, as a shareholder in
the Underlying Funds, will indirectly bear a proportionate share
of any investment management fees and other expenses paid by the
Underlying Funds. The following chart shows the total net
operating expense ratios (management fee plus other operating
expenses) of Institutional Shares of each Underlying Fund in
which the Portfolio may invest after applicable fee waivers and
expense limitations, as of the end of each Underlying
Funds most recent fiscal year. In addition, the following
chart shows the contractual investment management fees payable
to the Investment Adviser or its affiliates by the Underlying
Funds (in each case as an annualized percentage of the
Portfolios average daily net assets). Absent voluntary fee
waivers and/or expense reimbursements, which may be discontinued
at any time, the total operating expense ratios of certain
Underlying Funds would be higher.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net
|
|
|
|
|
Operating
|
|
|
|
|
Expense
|
Underlying Fixed Income Funds
|
|
Management Fee
|
|
Ratio
|
|
|
High Yield
|
|
|
First $2 billion 0.70%
|
|
|
|
0.73%
|
|
|
|
|
Next $3 billion 0.63%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.60%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.59%
|
|
|
|
|
|
|
Emerging Markets Debt
|
|
|
First $2 billion 0.80%
|
|
|
|
0.87%
|
|
|
|
|
Next $3 billion 0.72%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.68%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.67%
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net
|
|
|
|
|
Operating
|
|
|
|
|
Expense
|
Underlying Fixed Income Funds
|
|
Management Fee
|
|
Ratio
|
|
|
Commodity Strategy
|
|
|
First $2 billion 0.50%
|
|
|
|
0.58%
|
|
|
|
|
Next $3 billion 0.45%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.43%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.42%
|
|
|
|
|
|
|
Local Emerging Markets Debt
|
|
|
First $2 billion 0.90%
|
|
|
|
1.01%
|
|
|
|
|
Next $3 billion 0.81%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.77%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.75%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net
|
|
|
|
|
Operating
|
|
|
|
|
Expense
|
Underlying Equity Funds
|
|
Management Fee
|
|
Ratio
|
|
|
Concentrated Emerging
Markets Equity
|
|
|
First $2 billion 1.15%
|
|
|
|
1.54%
|
|
|
|
|
Next $3 billion 1.04%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.99%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.97%
|
|
|
|
|
|
|
Real Estate Securities
|
|
|
First $1 billion 1.00%
|
|
|
|
1.05%
|
|
|
|
|
Next $1 billion 0.90%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.86%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.84%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.82%
|
|
|
|
|
|
|
International Real Estate
|
|
|
First $2 billion 1.05%
|
|
|
|
1.14%
|
|
|
Securities
|
|
|
Next $3 billion 0.95%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.90%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.88%
|
|
|
|
|
|
|
International Small Cap
|
|
|
First $2 billion 1.10%
|
|
|
|
1.25%
|
|
|
|
|
Next $3 billion 0.99%
|
|
|
|
|
|
|
|
|
Next $3 billion 0.94%
|
|
|
|
|
|
|
|
|
Over $8 billion 0.92%
|
|
|
|
|
|
|
|
|
|
A discussion regarding the basis for the Board of
Trustees approval of the Management Agreement for the
Portfolio for 2008 is available in the Portfolios
semi-annual report dated June 30, 2008.
|
|
|
|
Robert B. Litterman, Ph.D., a Managing Director
of Goldman Sachs, is the co-developer, along with the late
Fischer Black, of the Black-Litterman Global Asset Allocation
Model, a key tool in the investment management divisions
(IMD) asset allocation process. As Director of
Quantitative Resources, Dr. Litterman oversees the
Quantitative Investment Strategies Group and the Global
Investment Strategies Group. In total, these groups include over
125 professionals. Prior to moving to IMD,
Dr. Litterman, who became a Partner in 1994, was the head
of the Firmwide Risk department. Preceding that time,
Dr. Litterman spent
|
26
SERVICE PROVIDERS
|
|
|
eight years in the Fixed Income Divisions
research department where he was co-director of the research and
model development group.
|
|
|
Quantitative
Investment Strategies Group
|
|
|
|
|
n
|
The Quantitative Investment Strategies Group
consists of over 125 professionals, including more than
20 Ph.Ds, with extensive academic and practitioner
experience
|
|
n
|
Disciplined, quantitative models are used to
determine the relative attractiveness of the worlds stock,
bond and currency markets
|
|
n
|
Theory and economic intuition guide the
investment process
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
Primarily
|
|
|
Name and Title
|
|
Responsible
|
|
Five Year Employment History
|
|
|
|
|
|
|
Mark M. Carhart, Ph.D.,
CFA
Managing Director,
Co-Chief Investment Officer
Quantitative Investment Strategies
|
|
Since
2007
|
|
Dr. Carhart joined the
Investment Adviser as a member of the Quantitative Strategies
team in 1997, became Co-CIO of the team in 1998 and most
recently assumed the role of Co-CIO of the Quantitative
Investment Strategies Group in 2007.
|
|
Ray Iwanowski
Managing Director,
Co-Chief Investment Officer
Quantitative Investment Strategies
|
|
Since
2007
|
|
Mr. Iwanowski
joined the Investment Adviser as a member of the Quantitative
Strategies team, became Co-CIO of the team in 1998 and most
recently assumed the role of Co-CIO of the Quantitative
Investment Strategies Group, focusing on the macro/fixed income
business.
|
|
Katinka Domotorffy,
CFA
Managing Director, Senior Portfolio Manager, Head of Strategy
Quantitative Investment Strategies
|
|
Since
2007
|
|
Ms. Domotorffy joined
the Investment Adviser as a member of the Quantitative
Strategies team in 1998. She is the Head of Strategy for the
Quantitative Investment Strategies Group and is also a Senior
Portfolio Manager.
|
|
|
|
|
|
Mark Carhart and Ray Iwanowski, as Co-Chief
Investment Officers of the Quantitative Investment Strategies
team, are ultimately responsible for the Portfolios
investment process. Katinka Domotorffy manages the
implementation and execution process. The strategic allocations
are model-driven and generated by a computer-powered
optimizer. The portfolio management team collectively decides on
constraints and adjustments to the trades generated by the
quantitative models.
|
|
|
|
|
For information about the portfolio
managers compensation, other accounts managed by the
portfolio managers and the portfolio managers ownership of
securities in the Portfolio, see the SAI.
|
|
27
DISTRIBUTOR
AND TRANSFER AGENT
|
|
|
|
|
Goldman Sachs, 85 Broad Street, New York, New
York 10004, serves as the exclusive distributor (the
Distributor) of the Portfolios shares. Goldman
Sachs, 71 S. Wacker Drive, Chicago, Illinois 60606, also
serves as the Portfolios transfer agent (the
Transfer Agent) and, as such, performs various
shareholder servicing functions.
|
|
|
|
|
From time to time, Goldman Sachs or any of its
affiliates may purchase and hold shares of the Underlying Funds
or of the Portfolio. Goldman Sachs reserves the right to redeem
at any time any or all of the shares acquired for its own
account.
|
|
ACTIVITIES
OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER
ACCOUNTS MANAGED BY GOLDMAN
SACHS
|
|
|
|
The involvement of the Investment Adviser,
Goldman Sachs and their affiliates in the management of, or
their interest in, other accounts and other activities of
Goldman Sachs may present conflicts of interest with respect to
an Underlying Fund or limit an Underlying Funds investment
activities. Goldman Sachs is a full service investment banking,
broker dealer, asset management and financial services
organization and a major participant in global financial
markets. As such, it acts as an investor, investment banker,
research provider, investment manager, financier, advisor,
market maker, trader, prime broker, lender, agent and principal,
and has other direct and indirect interests, in the global fixed
income, currency, commodity, equity and other markets in which
the Underlying Funds directly and indirectly invest. Thus, it is
likely that the Underlying Funds will have multiple business
relationships with and will invest in, engage in transactions
with, make voting decisions with respect to, or obtain services
from entities for which Goldman Sachs performs or seeks to
perform investment banking or other services. The Investment
Adviser and/or its affiliates are the managers of the Underlying
Funds and the Portfolio. Goldman Sachs and its affiliates engage
in proprietary trading and advise accounts and funds which have
investment objectives similar to those of the Underlying Funds
and/or which engage in and compete for transactions in the same
types of securities, currencies and instruments as the
Underlying Funds. Goldman Sachs and its affiliates will not have
any obligation to make available any information regarding their
proprietary activities or strategies, or the activities or
strategies used for other accounts managed by them, for the
benefit of the management of the Underlying Funds. Goldman Sachs
may restrict transactions for itself, but not for the Underlying
Funds or the Portfolio (or vice versa). The results of an
Underlying Funds investment activities, therefore, may
differ from those of Goldman Sachs, its affiliates, and other
accounts managed by Goldman Sachs and
|
28
SERVICE PROVIDERS
|
|
|
it is possible that an Underlying Fund could
sustain losses during periods in which Goldman Sachs and its
affiliates and other accounts achieve significant profits on
their trading for proprietary or other accounts. In addition,
the Underlying Funds may enter into transactions in which
Goldman Sachs or its other clients have an adverse interest. For
example, an Underlying Fund may take a long position in a
security at the same time that Goldman Sachs or other accounts
managed by the Underlying Funds investment adviser takes 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
Underlying Funds. Transactions by one or more Goldman
Sachs-advised clients or the Investment Adviser may have the
effect of diluting or otherwise disadvantaging the values,
prices or investment strategies of the Underlying Funds. An
Underlying Funds activities may be limited because of
regulatory restrictions applicable to Goldman Sachs and its
affiliates, and/or their internal policies designed to comply
with such restrictions. As a global financial services firm,
Goldman Sachs also provides a wide range of investment banking
and financial services to issuers of securities and investors in
securities. Goldman Sachs, its affiliates and others associated
with it may create markets or specialize in, have positions in
and affect transactions in, securities of issuers held by the
Underlying Funds, and may also perform or seek to perform
investment banking and financial services for those issuers.
Goldman Sachs and its affiliates may have business relationships
with and purchase or distribute or sell services or products
from or to distributors, consultants or others who recommend the
Underlying Funds or who engage in transactions with or for the
Underlying Funds. For more information about conflicts of
interest, see the SAI.
|
|
|
Under a securities lending program approved by
the Trusts Board of Trustees, the Underlying Funds may
retain an affiliate of the Investment Adviser to serve as a
securities lending agent for each Underlying Fund to the extent
that the Underlying Funds engage in the securities lending
program. For these services, the lending agent may receive a fee
from the Underlying Funds, including a fee based on the returns
earned on the Underlying Funds investment of the cash
received as collateral for the loaned securities. 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 Underlying Funds may make
brokerage and other payments to Goldman Sachs and its affiliates
in connection with the Underlying Funds portfolio
investment transactions, as permitted by applicable law.
|
29
|
|
|
Dividends
|
|
|
|
The Portfolio pays dividends from its investment
income and distributions from net realized capital gains. You
may choose to have dividends and distributions paid in:
|
|
|
|
|
|
n
|
Cash
|
|
|
n
|
Additional shares of the same class of the
Portfolio
|
|
|
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 Portfolio.
|
|
|
|
The election to reinvest dividends and
distributions in additional shares will not affect the tax
treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
|
|
|
Dividends from net investment income and
distributions from net capital gains are declared and paid as
follows:
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
Income
|
|
Capital Gains
|
Portfolio
|
|
Dividends
|
|
Distributions
|
|
|
Satellite Strategies
|
|
Quarterly
|
|
Annually
|
|
|
|
|
|
From time to time a portion of the
Portfolios dividends may constitute a return of capital
for tax purposes, and/or may include amounts in excess of the
Portfolios net investment income for the period calculated
in accordance with good accounting practice.
|
|
|
|
|
When you purchase shares of the Portfolio, part
of the NAV per share may be represented by undistributed income
and/or realized gains that have previously been earned by the
Portfolio. 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.
|
|
30
|
|
|
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 Fund?
|
|
|
|
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 its 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 Fund will
not accept checks drawn on foreign banks, third party checks,
temporary checks, cash or cash equivalents; e.g., cashiers
checks, official bank checks, money orders, travelers cheques or
credit card checks. In limited situations involving the transfer
of retirement assets, the Fund may accept cashiers checks
or official bank checks.
|
|
|
|
|
|
It is strongly recommended that payment be
made by using federal funds.
|
|
|
|
It is expected that checks will be converted to
federal funds within two business days after receipt.
|
31
|
|
|
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
|
Acting as liaison between the Service
Organizations customers and the Goldman Sachs Trust (the
Trust)
|
|
|
|
n
|
Assisting customers in completing application
forms, selecting dividend and other options, and similar services
|
|
|
|
|
|
n
|
Shareholder administration services
|
|
|
|
|
|
n
|
Acting, directly or through an agent, as the sole
shareholder of record
|
|
|
|
n
|
Maintaining account records for customers
|
|
|
|
n
|
Processing orders to purchase, redeem and
exchange shares for customers
|
|
|
|
n
|
Processing payments for customers
|
|
|
|
|
Some (but not all) Service Organizations are
authorized to accept, on behalf of the Trust, purchase,
redemption and exchange orders placed by or on behalf of their
customers and may designate other financial intermediaries to
accept such orders, if approved by the Trust. In these cases:
|
|
|
|
|
|
n
|
The Fund will be deemed to have received an order
in proper form when the order is accepted by the authorized
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 Fund that are attributable to or held in
the name of a Service Organization for its customers.
|
|
|
|
|
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. Such payments are made out of the Investment
Advisers, Distributors and/or their affiliates
own assets, and are not an
|
|
32
SHAREHOLDER GUIDE
|
|
|
|
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.
|
|
|
|
|
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.
|
|
|
|
|
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 may be obtained from your Service
Organization or from Goldman Sachs by calling the number on the
back cover of this Prospectus.
|
|
33
|
|
|
|
What Is
My Minimum Investment In The Fund?
|
|
|
|
The Fund does not have a minimum purchase
requirement 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.
|
|
|
|
What
Else Should I Know About Share Purchases?
|
|
The Trust reserves the right to:
|
|
|
|
|
n
|
Refuse to open an account if you fail to
(i) provide a Social Security Number or other taxpayer
identification number; or (ii) certify that such number is
correct (if required to do so under applicable law).
|
|
|
n
|
Reject or restrict any purchase or exchange order
by a particular purchaser (or group of related purchasers) for
any reason in its discretion. Without limiting the foregoing,
the Trust may reject or restrict purchase and exchange orders by
a particular purchaser (or group of related purchasers) when a
pattern of frequent purchases, sales or exchanges of Service
Shares of the Fund is evident, or if purchases, sales or
exchanges are, or a subsequent abrupt redemption might be, of a
size that would disrupt the management of the Fund.
|
|
|
|
n
|
Close the Fund to new investors from time to time
and reopen the Fund whenever it is deemed appropriate by the
Funds Investment Adviser.
|
|
|
n
|
Modify the manner in which shares are offered.
|
|
n
|
Modify the sales charge rates applicable to
future purchases of shares.
|
|
|
|
|
Generally, non-U.S. citizens and certain U.S.
citizens residing outside the United States may not open an
account with the Fund.
|
|
|
|
|
The Fund may allow 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.
|
|
|
|
Notwithstanding the foregoing, the Trust and
Goldman Sachs reserve the right to reject or restrict purchase
or exchange requests from any investor. The Trust and Goldman
Sachs will not be liable for any loss resulting from rejected
purchase or exchange orders.
|
|
|
|
Customer Identification
Program.
Federal law requires the
Fund to obtain, verify and record identifying information, which
will be reviewed solely for customer identification purposes,
which may include the name, residential or business street
address, date of birth (for an individual), Social Security
Number or taxpayer identification number or other information,
for each investor who opens an account directly with the Fund.
Applications without the required information may not be
|
|
34
SHAREHOLDER GUIDE
|
|
|
|
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?
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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 charge
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 in other registered
mutual funds such as the Underlying Funds are valued based on
the NAV of those mutual funds (which may use fair value pricing
as discussed below).
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The investments of the Fund and the Underlying
Funds are valued based on market quotations, or if market
quotations are not readily available, or if the Investment
Adviser believes that such quotations do not accurately reflect
fair value, the fair value of the Fund and Underlying
Funds investments may be determined in good faith under
procedures established by the Board of Trustees.
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In the event that an Underlying 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 Board of 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
Underlying Funds, the Underlying Funds will price that security
at the most recent closing price for that a security on its
principal exchange.
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35
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In addition, the Investment Adviser of an
Underlying Fund, 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 an Underlying Funds NAV. Significant
events that could affect a large number of securities in a
particular market may include, but are not limited to:
situations relating to one or more single issuers in a
market sector; significant fluctuations in 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 on earnings;
significant litigation and regulatory news such as governmental
approvals.
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One effect of using an independent fair value
service and fair valuation may be to reduce stale pricing
arbitrage opportunities presented by the pricing of Underlying
Fund shares. However, it involves the risk that the values used
by the Underlying Funds to price their investments may be
different from those used by other investment companies and
investors to price the same investments.
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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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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
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36
SHAREHOLDER GUIDE
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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 an
Underlying 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 in the
current record of the Transfer Agent).
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A Service Organization may request redemptions in
writing, by electronic trading platform, 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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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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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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37
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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?
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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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n
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Telephone requests are recorded.
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n
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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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How Are
Redemption Proceeds Paid?
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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
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38
SHAREHOLDER GUIDE
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suspended as permitted under Section 22(e)
of the Investment Company Act of 1940 (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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n
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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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n
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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 Bank
reopens.
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n
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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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n
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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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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 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.
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39
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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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The Trust will not be responsible for any loss in
an investors account or tax liability resulting from the
redemption.
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Can I
Exchange My Investment From One Goldman Sachs Fund To Another
Goldman Sachs Funds?
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A Service Organization may exchange Service
Shares of a Goldman Sachs Fund at the 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 or 60 days or less,
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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n
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All exchanges which represent an initial
investment requirement in a Goldman Sachs Fund must satisfy the
minimal initial investment requirement of that Fund. This
requirement may be waived at the discretion of the Trust.
Exchanges into a money market fund need not meet the traditional
minimum investment requirements for that fund if the entire
balance of the original Fund account is exchanged.
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n
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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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It may be difficult to make telephone exchanges
in times of unusual economic or market conditions.
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40
SHAREHOLDER GUIDE
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n
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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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n
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Exchanges into Goldman Sachs Funds that are
closed to new investors may be restricted.
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n
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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
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Policies and Procedures on Excessive
Trading Practices.
In accordance
with the policy adopted by the Board of Trustees, the Trust
discourages frequent purchases and redemptions of Fund shares
and does not permit market-timing or other excessive trading
practices. Purchases and exchanges should be made with a view to
longer-term investment purposes only that are consistent with
the investment policies and practices of the Fund. Excessive,
short-term (market-timing) trading practices may disrupt
portfolio management strategies, increase brokerage and
administrative costs, harm Fund performance and result in
dilution in the value of Fund shares held by longer-term
shareholders. The Trust and Goldman Sachs reserve the right to
reject or restrict purchase or exchange requests from any
investor. The Trust and Goldman Sachs will not be liable for any
loss resulting
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41
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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 or
60 days of purchase, subject to certain exceptions. As a
further deterrent to excessive trading, many foreign equity
securities held by the Underlying 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 Fund in
order to assess the likelihood that the Fund may be the target
of excessive trading. As part of its excessive trading
surveillance process, Goldman Sachs, on a periodic basis,
examines transactions that exceed certain monetary thresholds or
numerical limits within a period of time. Consistent with the
standards described above, if, in its judgment, Goldman Sachs
detects excessive, short-term trading, Goldman Sachs is
authorized to reject or restrict a purchase or exchange request
and may further seek to close an investors account with
the Fund. Goldman Sachs may modify its surveillance procedures
and criteria from time to time without prior notice regarding
the detection of excessive trading or to address specific
circumstances. Goldman Sachs will apply the criteria in a manner
that, in Goldman Sachs judgment, will be uniform.
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Fund shares may be held through omnibus
arrangements maintained by 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
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42
SHAREHOLDER GUIDE
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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 the Trusts excessive trading policies,
the Trust may take certain actions including terminating the
relationship.
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43
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Taxation
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As with any investment, you should consider how
your investment in the Portfolio 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 Portfolio. Except as
otherwise noted, the tax information provided assumes that you
are a U.S. citizen or resident.
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Unless your investment is through an IRA or other
tax-advantaged account, you should consider the possible tax
consequences of Portfolio distributions and the sale of your
Portfolio shares.
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The Portfolio contemplates declaring as dividends
each year all or substantially all of its taxable income.
Distributions you receive from the Portfolio are generally
subject to federal income tax, and may also be subject to state
or local taxes. This is true whether you reinvest your
distributions in additional Portfolio shares or receive them in
cash. For federal tax purposes, the Portfolios
distributions attributable to net investment income and
short-term capital gains are taxable to you as ordinary income.
Any long-term capital gains distributions are taxable to you as
long-term capital gains, no matter how long you have owned your
Portfolio shares.
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Under current provisions of the Internal Revenue
Code (the Code), the maximum long-term capital gain
tax rate applicable to individuals, estates, and trusts is 15%.
Portfolio distributions to noncorporate shareholders
attributable to dividends received by the Portfolio directly or
through the Underlying Funds from U.S. and certain foreign
corporations will generally be taxed at the long-term capital
gain rate of 15%, as long as certain other requirements are met.
For these lower rates to apply, noncorporate shareholders must
own their Portfolio shares for at least 61 days during the
121-day period beginning 60 days before the
Portfolios ex-dividend date. The amount of the
Portfolios distributions that would otherwise qualify for
this favorable tax treatment may be reduced as a result of a
high portfolio turnover rate.
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A sunset provision provides that the 15%
long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will
end for taxable years after 2010.
|
44
TAXATION
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Although distributions are generally treated as
taxable to you in the year they are paid, distributions declared
in October, November or December but paid in January are taxable
as if they were paid in December.
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A percentage of the Portfolios dividends
paid to corporate shareholders may be eligible for the corporate
dividends-received deduction. This percentage may, however, be
reduced by a high portfolio turnover rate. The character and tax
status of all distributions will be available to shareholders
after the close of each calendar year.
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The REIT investments of the underlying Real
Estate Securities Fund and the International 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 Portfolio to
request permission to extend the deadline for issuance of
Forms 1099-DIV beyond January 31.
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Each Underlying Fund may be subject to foreign
withholding or other foreign taxes on income or gain from
certain foreign securities. In general, these foreign taxes will
reduce the taxable income of the Portfolio, but will not be
passed through to you as potential foreign tax credits.
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If you buy shares of the Portfolio before it
makes a distribution, the distribution will be taxable to you
even though it may actually be a return of a portion of your
investment. This is known as buying into a dividend.
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Your sale of Portfolio shares is a taxable
transaction for federal income tax purposes, and may also be
subject to state and local taxes. For tax purposes, the exchange
of your Portfolio shares for shares of a different Goldman Sachs
Fund is the same as a sale. When you sell your shares, you will
generally recognize a capital gain or loss in an amount equal to
the difference between your adjusted tax basis in the shares and
the amount received. Generally, this capital gain or loss will
be long-term or short-term depending on whether your holding
period for the shares exceeds one year, except that any loss
realized on shares held for six months or less will be treated
as a long-term capital loss to the extent of any long-term
capital gain dividends that were received on the shares.
Additionally, any loss realized on a sale, exchange or
redemption of shares of the Portfolio may be disallowed under
wash sale rules to the extent the shares disposed of
are replaced with other shares of the Portfolio within a period
of 61 days beginning 30 days before and ending
30 days after the shares are disposed of, such as pursuant
to a dividend reinvestment in shares of the Portfolio. If
disallowed, the loss will be reflected in an adjustment to the
basis of the shares acquired.
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45
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When you open your account, you should provide
your Social Security or tax identification number on your
Account Application. By law, the Portfolio must withhold 28% of
your taxable distributions and any redemption proceeds if you do
not provide your correct taxpayer identification number, or
certify that it is correct, or if the IRS instructs the
Portfolio to do so.
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Non-U.S. investors are generally subject to U.S.
withholding tax and may be subject to U.S. estate tax.
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46
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Appendix A
Additional Information on the
Underlying Funds
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This Appendix provides further information on
certain types of investments and techniques that may be used by
the Underlying Funds, including their associated risks.
Additional information is provided in the SAI, which is
available upon request, and in the prospectuses of the
Underlying Funds.
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The Underlying Equity Funds invest primarily in
common stocks and other equity investments, including preferred
stocks, interests in real estate investment trusts, convertible
debt obligations, convertible preferred stocks, equity interests
in trusts, partnerships, joint ventures, limited liability
companies and similar enterprises, warrants, stock purchase
rights and synthetic and derivative instruments (such as swaps
and futures contracts) that have economic characteristics
similar to equity securities (equity investments).
The Underlying Fixed Income Funds invest primarily in fixed
income securities, including senior and subordinated corporate
debt obligations (such as bonds, debentures, notes and
commercial paper), convertible and non-convertible corporate
debt obligations, loan participations and preferred stock. The
Underlying Fixed Income Funds can also make substantial
investments in futures contracts, swaps and other derivatives.
Each Underlying Fund may also invest a percentage of its assets
in other investment companies if those investments are
consistent with applicable law and/or exemptive orders obtained
from the Securities and Exchange Commission.
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The following description applies generally to
the Underlying Funds.
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A. General
Risks of the Underlying Funds
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The Underlying Equity Funds will be subject to
the risks associated with common stocks and other equity
investments. In general, the values of equity investments
fluctuate in response to the activities of individual companies
and in response to general market and economic conditions.
Accordingly, the values of the equity investments that an
Underlying Fund holds may decline over short or extended
periods. The stock markets tend to be cyclical, with periods
when stock prices generally rise and periods when prices
generally decline. In recent years, stock markets have
experienced substantial price volatility.
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The Underlying Fixed Income Funds will be subject
to the risks associated with fixed income securities. These
risks include interest rate risk, credit risk/default and
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47
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call/extension risk. In general, interest rate
risk involves the risk that when interest rates decline, the
market value of fixed income securities tends to increase
(although many mortgage-related securities will have less
potential than other debt securities for capital appreciation
during periods of declining rates). Conversely, when interest
rates increase, the market value of fixed income securities
tends to decline. Credit/default risk involves the risk that an
issuer or guarantor could default on its obligations, and an
Underlying Fund will not recover its investment. Call risk and
extension risk are normally present in adjustable rate mortgage
loans (ARMs), mortgage-backed securities and
asset-backed securities. For example, homeowners have the option
to prepay their mortgages. Therefore, the duration of a security
backed by home mortgages can either shorten (call risk) or
lengthen (extension risk). In general, if interest rates on new
mortgage loans fall sufficiently below the interest rates on
existing outstanding mortgage loans, the rate of prepayment
would be expected to increase. Conversely, if mortgage loan
interest rates rise above the interest rates on existing
outstanding mortgage loans, the rate of prepayment would be
expected to decrease. In either case, a change in the prepayment
rate can result in losses to investors. The same would be true
of asset-backed securities, such as securities backed by car
loans.
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An investment in REITs by an Underlying Fund
involves certain unique risks in addition to those risks
associated with investing in the real estate industry in
general. REITs whose underlying properties are concentrated in a
particular industry or geographic region are also subject to
risks affecting such industries and regions. The securities of
REITs involve greater risks than those associated with larger,
more established companies and may be subject to more abrupt or
erratic price movements because of interest rate changes,
economic conditions and other factors. Securities of such
issuers may lack sufficient market liquidity to enable the
Underlying Fund to effect sales at an advantageous time or
without a substantial drop in price.
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Certain Underlying Funds will be subject to the
risk related to exposure to the commodities markets. Exposure to
the commodities markets may subject the Underlying 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.
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The portfolio turnover rates of the Underlying
Funds have ranged from 3% to 88% during their most recent fiscal
years. A high rate of portfolio turnover (100% or more) involves
correspondingly greater expenses which must be borne by an
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48
APPENDIX A
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Underlying Fund and its shareholders and is also
likely to result in higher short-term capital gains taxable to
shareholders. The portfolio turnover rate is calculated by
dividing the lesser of the dollar amount of sales or purchases
of portfolio securities by the average monthly value of an
Underlying Funds portfolio securities, excluding
securities having a maturity at the date of purchase of
one year or less.
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B. Other
Risks of the Underlying Funds
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Risks of Investing in Small Capitalization
and Mid-Capitalization Companies.
Certain Underlying Funds may, to
the extent consistent with their investment policies, invest in
small and mid-capitalization companies. Investments in small and
mid-capitalization companies involve greater risk and portfolio
price volatility than investments in larger capitalization
stocks. Among the reasons for the greater price volatility of
these investments are the less certain growth prospects of
smaller firms and the lower degree of liquidity in the markets
for such securities. Small and mid-capitalization companies may
be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period
of time. In addition, these securities are subject to the risk
that during certain periods the liquidity of particular issuers
or industries, or all securities in particular investment
categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market
conditions, or adverse investor perceptions, whether or not
accurate. Because of the lack of sufficient market liquidity, an
Underlying Fund may incur losses because it will be required to
effect sales at a disadvantageous time and only then at a
substantial drop in price. Small and mid-capitalization
companies include unseasoned issuers that do not
have an established financial history; often have limited
product lines, markets or financial resources; may depend on or
use a few key personnel for management; and may be susceptible
to losses and risks of bankruptcy. Small and mid-capitalization
companies may be operating at a loss or have significant
variations in operating results; may be engaged in a rapidly
changing business with products subject to a substantial risk of
obsolescence; may require substantial additional capital to
support their operations, to finance expansion or to maintain
their competitive position; and may have substantial borrowings
or may otherwise have a weak financial condition. In addition,
these companies may face intense competition, including
competition from companies with greater financial resources,
more extensive development, manufacturing, marketing, and other
capabilities, and a larger number of qualified managerial and
technical personnel. Transaction costs for these investments are
often higher than those for larger capitalization companies.
Investments in small and mid-capitalization companies may be more
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49
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difficult to price precisely than other types of
securities because of their characteristics and lower trading
volumes.
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Risks of Sovereign Debt.
Investment in sovereign debt
obligations by the Local Emerging Markets Debt Fund, Emerging
Markets Debt Fund and High Yield Fund involves risks not present
in debt obligations of corporate issuers. The issuer of the debt
or the governmental authorities that control the repayment of
the debt may be unable or unwilling to repay principal or
interest when due in accordance with the terms of such debt, and
the Underlying Funds may have limited recourse to compel payment
in the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and
in turn the Underlying Funds NAV, to a greater extent than
the volatility inherent in debt obligations of U.S. issuers.
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A sovereign debtors willingness or ability
to repay principal and pay interest in a timely manner may be
affected by, among other factors, its cash flow situation, the
extent of its foreign currency reserves, the availability of
sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a
whole, the sovereign debtors policy toward international
lenders, and the political constraints to which a sovereign
debtor may be subject.
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Risks of Structured Investment Vehicles.
Structured Investment Vehicles
(SIVs) are legal entities that are sponsored by
banks, broker-dealers or other financial firms specifically
created for the purpose of issuing particular securities or
instruments. SIVs are often leveraged and securities issued by
SIVs may have differing credit preferences. Investments in SIVs
present counterparty risks, although they may be subject to a
guarantee or other financial support by the sponsoring entity.
Investments in SIVs may be more volatile, less liquid and more
difficult to price accurately than other types of investments.
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Risks of Foreign Investments.
The Underlying Funds may make
foreign investments. Foreign investments involve special risks
that are not typically associated with U.S. dollar denominated
or quoted securities of U.S. issuers. Foreign investments may be
affected by changes in currency rates, changes in foreign or
U.S. laws or restrictions applicable to such investments and
changes in exchange control regulations (
e.g.
, currency
blockage). A decline in the exchange rate of the currency
(
i.e.
, weakening of the currency against the U.S. dollar)
in which a portfolio security is quoted or denominated relative
to the U.S. dollar would reduce the value of the portfolio
security. In addition, if the currency in which an Underlying
Fund receives dividends, interest or other payments declines in
value against the U.S. dollar before such income is distributed
as dividends to shareholders or converted to U.S. dollars, the
Underlying Fund may have to sell portfolio securities to obtain
sufficient cash to pay such dividends.
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50
APPENDIX A
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Brokerage commissions, custodial services and
other costs relating to investment in international securities
markets generally are more expensive than in the United States.
In addition, clearance and settlement procedures may be
different in foreign countries and, in certain markets, such
procedures have been unable to keep pace with the volume of
securities transactions, thus making it difficult to conduct
such transactions.
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Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards
comparable to those applicable to U.S. issuers. There may be
less publicly available information about a foreign issuer than
about a U.S. issuer. In addition, there is generally less
government regulation of foreign markets, companies and
securities dealers than in the United States, and the legal
remedies for investors may be more limited than the remedies
available in the United States. Foreign securities markets may
have substantially less volume than U.S. securities markets and
securities of many foreign issuers are less liquid and more
volatile than securities of comparable domestic issuers.
Furthermore, with respect to certain foreign countries, there is
a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains
distributions), limitations on the removal of funds or other
assets from such countries, and risks of political or social
instability or diplomatic developments which could adversely
affect investments in those countries.
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Concentration of an Underlying Funds assets
in one or a few countries and currencies will subject the Fund
to greater risks than if an Underlying Funds assets were
not geographically concentrated.
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Investments in foreign securities may take the
form of sponsored and unsponsored American Depositary Receipts
(ADRs) and Global Depositary Receipts
(GDRs). Certain Underlying Funds may also invest in
European Depositary Receipts (EDRs) or other similar
instruments representing securities of foreign issuers. ADRs,
GDRs and EDRs represent the right to receive securities of
foreign issuers deposited in a bank or other depository. ADRs
and certain GDRs are traded in the United States. GDRs may be
traded in either the United States or in foreign markets. EDRs
are traded primarily outside the United States. Prices of ADRs
are quoted in U.S. dollars. EDRs and GDRs are not necessarily
quoted in the same currency as the underlying security.
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Risks of Emerging Countries.
The Underlying Funds may invest in
securities of issuers located in emerging countries. The risks
of foreign investment are heightened when the issuer is located
in an emerging country. Emerging countries are generally located
in the Asia and Pacific regions, Eastern Europe, Central and
South America, and Africa. An Underlying Funds purchase
and sale of portfolio securities in certain
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51
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emerging countries may be constrained by
limitations relating to daily changes in the prices of listed
securities, periodic trading or settlement volume and/or
limitations on aggregate holdings of foreign investors. Such
limitations may be computed based on the aggregate trading
volume by or holdings of an Underlying Fund, the investment
adviser, its affiliates and their respective clients and other
service providers. An Underlying Fund may not be able to sell
securities in circumstances where price, trading or settlement
volume limitations have been reached.
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Foreign investment in the securities markets of
certain emerging countries is restricted or controlled to
varying degrees which may limit investment in such countries or
increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval
prior to investments by foreign persons or limit investment by
foreign persons to only a specified percentage of an
issuers outstanding securities or a specific class of
securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by
nationals. In addition, certain countries may restrict or
prohibit investment opportunities in issuers or industries
deemed important to national interests. Such restrictions may
affect the market price, liquidity and rights of securities that
may be purchased by an Underlying Fund. The repatriation of both
investment income and capital from certain emerging countries is
subject to restrictions such as the need for governmental
consents. In situations where a country restricts direct
investment in securities (which may occur in certain Asian and
other countries), an Underlying Fund may invest in such
countries through other investment funds in such countries.
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Many emerging countries have experienced currency
devaluations and substantial (and, in some cases, extremely
high) rates of inflation. Other emerging countries have
experienced economic recessions. These circumstances have had a
negative effect on the economies and securities markets of such
emerging countries. Economies in emerging countries generally
are dependent heavily upon commodity prices and international
trade and, accordingly, have been and may continue to be
affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
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Many emerging countries are subject to a
substantial degree of economic, political and social
instability. Governments of some emerging countries are
authoritarian in nature or have been installed or removed as a
result of military coups, while governments in other emerging
countries have periodically used force to suppress civil
dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection,
among other factors, have also led to social unrest, violence
and/or labor unrest in some emerging countries. Unanticipated
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52
APPENDIX A
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political or social developments may result in
sudden and significant investment losses. Investing in emerging
countries involves greater risk of loss due to expropriation,
nationalization, confiscation of assets and property or the
imposition of restrictions on foreign investments and on
repatriation of capital invested. As an example, in the past
some Eastern European governments have expropriated substantial
amounts of private property, and many claims of the property
owners have never been fully settled. There is no assurance that
similar expropriations will not recur in Eastern European or
other countries.
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An Underlying Funds investment in emerging
countries may also be subject to withholding or other taxes,
which may be significant and may reduce the return to the
Underlying Fund from an investment in issuers in such countries.
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Settlement procedures in emerging countries are
frequently less developed and reliable than those in the United
States and may involve an Underlying Funds delivery of
securities before receipt of payment for their sale. In
addition, significant delays may occur in certain markets in
registering the transfer of securities. Settlement or
registration problems may make it more difficult for an
Underlying Fund to value its portfolio securities and could
cause the Underlying Fund to miss attractive investment
opportunities, to have a portion of its assets uninvested or to
incur losses due to the failure of a counterparty to pay for
securities the Underlying Fund has delivered or the Underlying
Funds inability to complete its contractual obligations
because of theft or other reasons.
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The creditworthiness of the local securities
firms used by an Underlying Fund in emerging countries may not
be as sound as the creditworthiness of firms used in more
developed countries. As a result, the Underlying Fund may be
subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
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The small size and inexperience of the securities
markets in certain emerging countries and the limited volume of
trading in securities in those countries may make an Underlying
Funds investments in such countries less liquid and more
volatile than investments in countries with more developed
securities markets (such as the United States, Japan and most
Western European countries). An Underlying Funds
investments in emerging countries are subject to the risk that
the liquidity of a particular investment, or investments
generally, in such countries will shrink or disappear suddenly
and without warning as a result of adverse economic, market or
political conditions, or adverse investor perceptions, whether
or not accurate. Because of the lack of sufficient market
liquidity, an Underlying Fund may incur losses because it will
be required to effect sales at a disadvantageous time and then
only at a substantial drop in price. Investments in emerging
countries may be more difficult to value precisely because of
the characteristics discussed above and lower trading volumes.
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53
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An Underlying Funds use of foreign currency
management techniques in emerging countries may be limited. The
Underlying Funds investment advisers anticipate that a
significant portion of the Underlying Funds currency
exposure in emerging countries may not be covered by these
techniques.
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Risks of Derivative Investments.
The Underlying Funds may invest in
derivative instruments including without limitation, options,
futures, swaps, 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 an 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, an 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 Investments in Central and South
America.
A significant portion of
the Local Emerging Market Debt Funds and the Emerging
Markets Debt Funds portfolios may be invested in issuers
located in Central and South American countries. The economies
of Central and South American countries have experienced
considerable difficulties in the past decade, including high
inflation rates, high interest rates and currency devaluations.
As a result, Central and South American securities markets have
experienced great volatility. In addition, a number of Central
and South American countries are among the largest emerging
country debtors. There have been moratoria on, and reschedulings
of, repayment with respect to these debts. Such events can
restrict the flexibility of these debtor nations in the
international markets and result in the imposition of onerous
conditions on their economies. The political history of certain
Central and South American countries has been characterized by
political uncertainty, intervention by the military in civilian
and economic spheres and political corruption. Such
developments, if they were to recur, could reverse favorable
trends toward market and economic reform, privatization and
removal of trade barriers. Certain Central
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54
APPENDIX A
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and South American countries have entered into
regional trade agreements that would, among other things, reduce
barriers between countries, increase competition among companies
and reduce government subsidies in certain industries. No
assurance can be given that these changes will result in the
economic stability intended. There is a possibility that these
trade arrangements will not be implemented, will be implemented
but not completed or will be completed but then partially or
completely unwound. Any of the foregoing risk factors could have
an adverse impact on an Underlying Funds investments in
Central and South America.
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Risks of Illiquid Securities.
The Underlying Funds may invest up
to 15% of their net assets in illiquid securities which cannot
be disposed of in seven days in the ordinary course of business
at fair value. Illiquid securities include:
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Both domestic and foreign securities that are not
readily marketable
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n
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Certain municipal leases and participation
interests
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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 an Underlying Funds portfolio to the extent
that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The
purchase price and subsequent valuation of restricted and
illiquid securities normally reflect a discount, which may be
significant, from the market price of comparable securities for
which a liquid market exists.
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Securities purchased by an Underlying 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, market 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
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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 an Underlying
Funds portfolio become illiquid, the Underlying 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 an Underlying Funds net assets, the
Underlying 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
an Underlying Fund to liquidate any portfolio instrument where
the Underlying 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 an Underlying Funds portfolio securities is available,
the portfolio instruments will be valued at their fair value
according to the valuation procedures approved by the Board of
Trustees. These cases include, among others, situations where
the secondary markets on which a security has previously been
traded are no longer viable for lack of liquidity. For more
information on fair valuation, please see Shareholder
GuideHow to Buy SharesHow Are Shares Priced?
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Credit/Default Risks.
Debt securities purchased by the
Underlying Funds may include securities (including zero coupon
bonds) issued by the U.S. government (and its agencies,
instrumentalities and sponsored enterprises), foreign
governments, domestic and foreign corporations, banks and other
issuers. Some of these fixed income securities are described in
the next section below. Further information is provided in the
SAI, which is available upon request.
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Debt securities rated BBB- or higher by Standard
& Poors Ratings Group (Standard &
Poors) or Baa3 or higher by Moodys Investors
Service, Inc. (Moodys) or having a comparable
rating by another NRSRO are considered investment
grade. Securities rated BBB- or Baa3 are considered
medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay
principal. A security will be deemed to have met a rating
requirement if it receives the minimum required rating from at
least one such rating organization even though it has been rated
below the minimum rating by one or more other rating
organizations, or if unrated by such rating organizations, the
security is determined by the investment adviser to be of
comparable credit quality. A security satisfies the Underlying
Funds minimum rating requirement regardless of its
relative ranking (for example, plus or minus) within a
designated major rating category (for example, BBB or Baa). If a
security satisfies an Underlying Funds minimum rating
requirement at the time of purchase and is subsequently
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56
APPENDIX A
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downgraded below such rating, the Underlying Fund
will not be required to dispose of the security. If a downgrade
occurs, the Underlying Funds investment adviser will
consider which action, including the sale of the security, is in
the best interest of the Underlying Fund and its shareholders.
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Certain Underlying Funds may invest in fixed
income securities rated BB or Ba or below (or comparable unrated
securities) which are commonly referred to as junk
bonds. Junk bonds are considered speculative and may be
questionable as to principal and interest payments.
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In some cases, junk bonds may be highly
speculative, have poor prospects for reaching investment grade
standing and be in default. As a result, investment in such
bonds will present greater speculative risks than those
associated with investment in investment grade bonds. Also, to
the extent that the rating assigned to a security in an
Underlying Funds portfolio is downgraded by a rating
organization, the market price and liquidity of such security
may be adversely affected.
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Risks of Equity Swap Transactions.
Certain Funds participate in
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 an Underlying Fund takes a long position, a
counterparty may agree to pay the Underlying 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 Underlying 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 Underlying 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 Underlying Fund on the notional amount. In
other cases, when the Underlying Fund takes a short position, a
counterparty may agree to pay the Underlying Fund the amount, if
any, by which the notional amount of the equity swap would have
been decreased in value had the Underlying Fund sold a
particular stock (or group of stocks) short, less the dividend
expense that the
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57
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Underlying 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 of the Underlying
Fund may be able to terminate a swap contract prior to its term,
subject to any potential termination fee that is in addition to
the Underlying 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 of
the Underlying Fund does not accurately analyze and predict
future market trends, the values of assets or economic factors,
the Underlying Fund may suffer a loss, which may be substantial.
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Risks of Initial Public Offerings.
Certain Underlying Funds may
invest in IPOs. An IPO is a companys first offering of
stock to the public. IPO risk is the risk that the market value
of IPO shares will fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the
small number of shares available for trading and limited
information about the issuer. The purchase of IPO shares may
involve high transaction costs. IPO shares are subject to market
risk and liquidity risk. When an Underlying Funds asset
base is small, a significant portion of the Underlying
Funds performance could be attributable to investments in
IPOs, because such investments would have a magnified impact on
the Underlying Fund. As the Underlying Funds assets grow,
the effect of the Underlying Funds investments in IPOs on
the Underlying Funds performance probably will decline,
which could reduce the Underlying Funds performance.
Because of the price volatility of IPO shares, an Underlying
Fund may choose to hold IPO shares for a very short period
of time. This may increase the turnover of the Underlying
Funds portfolio and may lead to increased expenses to the
Underlying Fund, such as commissions and transaction costs. By
selling IPO shares, the Underlying Fund may realize taxable
gains it will subsequently distribute to shareholders. In
addition, the market for IPO shares can be speculative and/or
inactive for extended periods of time. There is no assurance
that an Underlying Fund will be able to obtain allocable
portions of IPO shares. The limited number of shares available
for trading in some IPOs may make it more difficult for an
Underlying Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. Investors in
IPO shares can be affected by substantial dilution in the value
of their shares, by sales of additional shares and by
concentration of control in existing management and principal
shareholders.
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58
APPENDIX A
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Non-Diversification and Concentration
Risks.
The Emerging Markets Debt
Fund, Concentrated Emerging Markets Equity Fund, Local Emerging
Markets Debt Fund, Real Estate Fund, International Real Estate
Fund and Commodity Strategy Fund are each registered as a
non-diversified fund under the Investment Company
Act and are, therefore, more susceptible to adverse developments
affecting any single issuer held in its portfolio, and may be
more susceptible to greater losses because of these
developments. In addition, the Local Emerging Markets Debt Fund,
Concentrated Emerging Markets Equity Fund and Emerging Markets
Debt Fund may invest more than 25% of their total assets in the
securities of corporate and governmental issuers located in a
particular foreign country or region. Concentration of the
investments of these or other Underlying Funds in issuers
located in a particular country or region will subject the
Underlying Fund, to a greater extent than if investments were
less concentrated, to losses arising from adverse developments
affecting those issuers or countries.
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Temporary Investment Risks.
Each Underlying Fund may, for
temporary defensive purposes, invest a certain percentage of its
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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Cash items
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When an Underlying Funds assets are
invested in such instruments, the Underlying Fund may not be
achieving its investment objective.
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Risks 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 an Underlying Funds shares. Redemptions by
these funds, accounts or individuals of their holdings in an
Underlying Fund may impact the Underlying Funds liquidity
and NAV. These redemptions may also force an Underlying Fund to
sell securities, which may negatively impact the Underlying
Funds brokerage and tax costs.
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C. Investment
Securities and Techniques
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This section provides further information on
certain types of securities and investment techniques that may
be used by the Underlying Funds, including their associated
risks.
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An Underlying Fund may purchase other types of
securities or instruments similar to those described in this
section if otherwise consistent with the Underlying Funds
investment objective and policies. Further information is
provided in the SAI, which is available upon request.
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U.S. Government Securities.
Each Underlying Fund may invest in
U.S. Government Securities. U.S. Government Securities include
U.S. Treasury obligations and obligations issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities may be supported by
(i) the full faith and credit of the U.S. Treasury;
(ii) the right of the issuer to borrow from the U.S.
Treasury; (iii) the discretionary authority of the U.S.
government to purchase certain obligations of the issuer; or
(iv) only the credit of the issuer. U.S. Government
Securities also include Treasury receipts, zero coupon bonds and
other stripped U.S. Government Securities, where the interest
and principal components of stripped U.S. Government Securities
are traded independently. U.S. Government Securities may
also include Treasury inflation-protected securities whose
principal value is periodically adjusted according to the rate
of inflation.
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U.S. Treasury Obligations include, among
other things, the separately traded principal and interest
components of securities guaranteed or issued by the
U.S. Treasury if such components are traded independently
under the Separate Trading of Registered Interest and Principal
of Securities program (STRIPS).
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U.S. Government Securities are deemed to
include (a) securities for which the payment of principal
and interest is backed by an irrevocable letter of credit issued
by the U.S. government, its agencies, authorities or
instrumentalities; and (b) participations in loans made to
foreign governments or their agencies that are so guaranteed.
Certain of these participations may be regarded as illiquid.
U.S. Government Securities also include zero coupon bonds.
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U.S. Government Securities have historically
involved little risk of loss of principal if held to maturity.
However, no assurance can be given that the U.S. government
will provide financial support to U.S. government agencies,
authorities, instrumentalities or sponsored enterprises if it is
not obligated to do so by law.
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Custodial Receipts and Trust Certificates.
Each Underlying Fund may invest in
custodial receipts and trust certificates representing interests
in securities held by a custodian or trustee. The securities so
held may include U.S. Government
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60
APPENDIX A
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Securities, Municipal Securities or other types
of securities in which an Underlying Fund may invest. The
custodial receipts or trust certificates may evidence ownership
of future interest payments, principal payments or both on the
underlying securities, or, in some cases, the payment obligation
of a third party that has entered into an interest rate swap or
other arrangement with the custodian or trustee. For certain
securities laws purposes, custodial receipts and trust
certificates may not be considered obligations of the U.S.
government or other issuer of the securities held by the
custodian or trustee. If for tax purposes an Underlying Fund is
not considered to be the owner of the underlying securities held
in the custodial or trust account, the Underlying Fund may
suffer adverse tax consequences. As a holder of custodial
receipts and trust certificates, an Underlying Fund will bear
its proportionate share of the fees and expenses charged to the
custodial account or trust. Each Underlying Fund may also invest
in separately issued interests in custodial receipts and trust
certificates.
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Mortgage-Backed Securities.
The Underlying Funds (other than
the Local Emerging Markets Debt and Emerging Markets Debt Funds)
may invest in securities that represent direct or indirect
participation in, or are collateralized by and payable from,
mortgage loans secured by real property (Mortgage-Backed
Securities). Mortgage-Backed Securities can be backed by
either fixed rate mortgage loans or adjustable rate mortgage
loans, and may be issued by either a governmental or
non-governmental entity. The value of some mortgage backed
securities may be particularly sensitive to changes in
prevailing interest rates. The value of these securities may
also fluctuate in response to the markets perception of
the creditworthiness of the issuers. Early repayment of
principal on mortgage- or asset-backed securities may expose a
Fund to the risk of earning a lower rate of return upon
reinvestment of principal. 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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Certain Underlying Funds may invest in
privately-issued mortgage pass-through securities that represent
interests in pools of mortgage loans that are issued by trusts
formed by originators of and institutional investors in mortgage
loans (or represent interests in custodial arrangements
administered by such institutions). These originators and
institutions include commercial banks, savings and loans
associations, credit unions, savings banks, mortgage bankers,
insurance companies, investment banks or special purpose
subsidiaries of the foregoing. The pools underlying
privately-issued mortgage pass-through securities consist of
mortgage loans secured by mortgages or deeds of trust creating a
first lien on commercial, residential, residential multi-family
and mixed residential/ commercial properties.
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These Mortgage-Backed Securities typically do not
have the same credit standing as U.S. government guaranteed
Mortgage-Backed Securities.
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Privately-issued mortgage pass-through securities
generally offer a higher yield than similar securities issued by
a government entity because of the absence of any direct or
indirect government or agency payment guarantees. However,
timely payment of interest and principal on mortgage loans in
these pools may be supported by various other forms of insurance
or guarantees, including individual loan, pool and hazard
insurance, subordination and letters of credit. Such insurance
and guarantees may be issued by private insurers, banks and
mortgage poolers. There is no guarantee that private guarantors
or insurers, if any, will meet their obligations.
Mortgage-Backed Securities without insurance or guarantees may
also be purchased by the Fund if they have the required rating
from an NRSRO. Mortgage-Backed Securities issued by private
organizations may not be readily marketable, may be more
difficult to value accurately and may be more volatile than
similar securities issued by a government entity.
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Mortgage-Backed Securities may include multiple
class securities, including collateralized mortgage obligations
(CMOs), and Real Estate Mortgage Investment Conduit
(REMIC) pass-through or participation certificates.
A REMIC is a CMO that qualifies for special tax treatment under
the Code and invests in certain mortgages principally secured by
interests in real property and other permitted investments. CMOs
provide an investor with a specified interest in the cash flow
from a pool of underlying mortgages or of other Mortgage-Backed
Securities. CMOs are issued in multiple classes each with a
specified fixed or floating interest rate and a final scheduled
distribution date. In many cases, payments of principal are
applied to the CMO classes in the order of their respective
stated maturities, so that no principal payments will be made on
a CMO class until all other classes having an earlier stated
maturity date are paid in full.
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Sometimes, however, CMO classes are
parallel pay,
i.e.
, payments of principal are
made to two or more classes concurrently. In some cases, CMOs
may have the characteristics of a stripped mortgage-backed
security whose price can be highly volatile. CMOs may exhibit
more or less price volatility and interest rate risk than other
types of Mortgage-Backed Securities, and under certain interest
rate and payment scenarios, the Underlying Fund may fail to
recoup fully its investment in certain of these securities
regardless of their credit quality.
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Mortgage-Backed Securities also include stripped
Mortgage-Backed Securities (SMBS), which are
derivative multiple class Mortgage-Backed Securities. SMBS are
usually structured with two different classes: one that receives
substantially all of the interest payments and the other that
receives substantially all of the principal payments from a pool
of mortgage loans. The market value of SMBS consisting
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62
APPENDIX A
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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.
The Underlying 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 may also include home equity line of
credit loans and other second-lien mortgages. Asset-backed
securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying
loans. During periods of declining interest rates, prepayment of
loans underlying asset-backed securities can be expected to
accelerate. Accordingly, an Underlying Funds ability to
maintain positions in such securities will be affected by
reductions in the principal amount of such securities resulting
from prepayments, and its ability to reinvest the returns of
principal at comparable yields is subject to generally
prevailing interest rates at that time. 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. Some asset-backed securities
have only a subordinated claim or security interest in
collateral. If the issuer of an asset-backed security defaults
on its payment obligations, there is the possibility that, in
some cases, the Underlying Fund will be unable to possess and
sell the underlying collateral and that the Underlying
Funds recoveries on repossessed collateral may not be
available to support payments on the securities. In the event of
a default, an Underlying Fund may suffer a loss if it cannot
sell collateral quickly and receive the amount it is owed. The
value of some asset-backed securities may be particularly
sensitive to changes in the prevailing interest rates. There is
no guarantee that private guarantors or insurers of an
asset-backed security, if any, will meet their obligations.
Asset-backed securities may also be subject to increased
volatility and may become illiquid and more difficult to value
even where there is no default or threat of default due to the
markets perception of the credit worthiness of the issuer
and market conditions impacting asset-backed securities more
generally.
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Municipal Securities.
Certain Underlying Funds may
invest in securities and instruments issued by state and local
government issuers. Municipal Securities in which an Underlying
Fund may invest consist of bonds, notes, commercial paper and
other instruments (including participation interests in such
securities) issued by or on behalf of the states, territories
and possessions of the United States (including the
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63
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District of Columbia) and their political
subdivisions, agencies or instrumentalities. Such securities may
pay fixed, variable or floating rates of interest.
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Municipal Securities include both
general and revenue bonds and may be
issued to obtain funds for various public purposes. General
obligations are secured by the issuers pledge of its full
faith, credit and taxing power. Revenue obligations are payable
only from the revenues derived from a particular facility or
class of facilities.
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Municipal Securities are often issued to obtain
funds for various public purposes, including the construction of
a wide range of public facilities such as bridges, highways,
housing, hospitals, mass transportation, schools, streets and
water and sewer works. Other 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 Underlying Funds
may invest include private activity bonds, pre-refunded
municipal securities and auction rate securities. Dividends paid
by the Funds based on investments in Municipal Securities will
be taxable.
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The obligations of the issuer to pay the
principal of and interest on a Municipal Security are subject to
the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of
principal or interest or imposing other constraints upon the
enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power
or ability of the issuer to pay when due the principal of or
interest on a municipal security may be materially affected.
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In addition, Municipal Securities include
municipal leases, certificates of participation and moral
obligation bonds. A municipal lease is an obligation
issued by a state or local government to acquire equipment
or facilities. Certificates of participation represent interests
in municipal leases or other instruments, such as installment
purchase agreements. Moral obligation bonds are supported by a
moral commitment but not a legal obligation of a state or local
government. Municipal leases, certificates of participation and
moral obligation bonds frequently involve special risks not
normally associated with general obligation or revenue bonds. In
particular, these instruments permit governmental issuers to
acquire property and equipment without meeting constitutional
and statutory requirements for the issuance of debt. If,
however, the governmental issuer does not periodically
appropriate money to enable it to meet its payment obligations
under these instruments, it cannot be legally compelled to do
so. If a default occurs, it is likely that an Underlying Fund
would be unable to obtain another acceptable source of
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64
APPENDIX A
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payment. Some municipal leases, certificates of
participation and moral obligation bonds may be illiquid.
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Municipal securities may also be in the form of a
tender option bond, which is a municipal security (generally
held pursuant to a custodial arrangement) having a relatively
long maturity and bearing interest at a fixed rate substantially
higher than prevailing short-term, tax-exempt rates. The bond is
typically issued with the agreement of a third party, such as a
bank, broker-dealer or other financial institution, which grants
the security holders the option, at periodic intervals, to
tender their securities to the institution. After payment of a
fee to the financial institution that provides this option, the
security holder effectively holds a demand obligation that bears
interest at the prevailing short-term, tax-exempt rate. An
institution may not be obligated to accept tendered bonds in the
event of certain defaults or a significant downgrading in the
credit rating assigned to the issuer of the bond. The tender
option will be taken into account in determining the maturity of
the tender option bonds and an Underlying Funds duration.
There is risk that an Underlying Fund will not be considered the
owner of a tender option bond for federal income tax purposes,
and thus will not be entitled to treat such interest as exempt
from federal income tax. Certain tender option bonds may be
illiquid.
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Municipal securities may be backed by letters of
credit or other forms of credit enhancement issued by domestic
or foreign banks or by other financial institutions. The
deterioration in the credit quality of these banks and financial
institutions could, therefore, cause a loss to an Underlying
Fund that invests in such municipal securities. Letters of
credit and other obligations of foreign banks and financial
institutions may involve risks in addition to those of domestic
obligations because of less publicly available financial and
other information, less securities regulation, potential
imposition of foreign withholding and other taxes, war,
expropriation or other adverse governmental actions. Foreign
banks and their foreign branches are not regulated by U.S.
banking authorities, and are generally not bound by the
accounting, auditing and financial reporting standards
applicable to U.S. banks.
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Brady Bonds and Similar Instruments.
Certain Underlying Funds may
invest in debt obligations commonly referred to as Brady
Bonds. Brady Bonds are created through the exchange of
existing commercial bank loans to foreign borrowers for new
obligations in connection with debt restructurings under a plan
introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the Brady Plan).
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Brady Bonds involve various risk factors
including the history of defaults with respect to commercial
bank loans by public and private entities of countries issuing
Brady Bonds. There can be no assurance that Brady Bonds in which
the Underlying Funds may invest will not be subject to
restructuring arrangements or
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65
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to requests for new credit, which may cause an
Underlying Fund to suffer a loss of interest or principal on its
holdings.
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In addition, an Underlying Fund may invest in
other interests issued by entities organized and operated for
the purpose of restructuring the investment characteristics of
instruments issued by emerging country issuers. These types of
restructuring involve the deposit with or purchase by an entity
of specific instruments and the issuance by that entity of one
or more classes of securities backed by, or representing
interests in, the underlying instruments. Certain issuers of
such structured securities may be deemed to be investment
companies as defined in the Investment Company Act. As a
result, an Underlying Funds investment in such securities
may be limited by certain investment restrictions contained in
the Investment Company Act.
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Corporate Debt Obligations; Bank
Obligations; Trust Preferred Securities; Convertible Securities.
Certain Underlying Funds may
invest in corporate debt obligations, trust preferred securities
and convertible securities. Corporate debt obligations include
bonds, notes, debentures, commercial paper and other obligations
of U.S. or foreign corporations to pay interest and repay
principal. In addition, certain Underlying Funds may invest in
obligations issued or guaranteed by U.S. or foreign banks. Bank
obligations, including without limitation, time deposits,
bankers acceptances and certificates of deposit, may be
general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or by
governmental regulations. Banks are subject to extensive but
different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates
which may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and
cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from
possible financial difficulties of borrowers play an important
part in the operation of this industry. A trust preferred
security is a long dated bond (for example, 30 years) with
preferred features. The preferred features are that payment of
interest can be deferred for a specified period without
initiating a default event. The securities are generally senior
in claim to standard preferred stock but junior to other
bondholders. Certain Underlying Funds may also invest in other
short-term obligations issued or guaranteed by U.S.
corporations, non-U.S. corporations or other entities.
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Convertible securities are preferred stock or
debt obligations that are convertible into common stock.
Convertible securities generally offer lower interest or
dividend yields than nonconvertible securities of similar
quality. Convertible securities in which an Underlying Fund
invests are subject to the same rating criteria as its
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66
APPENDIX A
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other investments in fixed income securities.
Convertible securities have both equity and fixed income risk
characteristics. Like all fixed income securities, the value of
convertible securities is susceptible to the risk of market
losses attributable to changes in interest rates. Generally, the
market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest
rates decline. However, when the market price of the common
stock underlying a convertible security exceeds the
conversion price of the convertible security, the convertible
security tends to reflect the market price of the underlying
common stock. As the market price of the underlying common stock
declines, the convertible security, like a fixed income
security, tends to trade increasingly on a yield basis, and
thus may not decline in price to the same extent as the
underlying common stock.
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Zero Coupon, Deferred Interest, Pay-In-Kind
and Capital Appreciation Bonds.
Certain Underlying Funds may
invest in zero coupon, deferred interest, pay-in-kind and
capital appreciation bonds. These bonds are issued at a discount
from their face value because interest payments are typically
postponed until maturity. Pay-in-kind securities are securities
that have interest payable by the delivery of additional
securities. The market prices of these securities generally are
more volatile than the market prices of interest-bearing
securities and are likely to respond to a greater degree to
changes in interest rates than interest-bearing securities
having similar maturities and credit quality.
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Duration.
The
Underlying Fixed Income Funds duration approximates their
price sensitivity to changes in interest rates. For example,
suppose that interest rates in one day fall by one percent
which, in turn, causes yields on every bond in the market to
fall by the same amount. In this example, the price of a bond
with a duration of three years may be expected to rise
approximately three percent and the price of a bond with a five
year duration may be expected to rise approximately five
percent. The converse is also true. Suppose interest rates in
one day rise by one percent which, in turn, causes yields on
every bond in the market to rise by the same amount. In this
second example, the price of a bond with a duration of three
years may be expected to fall approximately three percent and
the price of a bond with a five year duration may be expected to
fall approximately five percent. The longer the duration of a
bond, the more sensitive the bonds price is to changes in
interest rates. Maturity measures the time until final payment
is due; it takes no account of the pattern of a securitys
cash flows over time. In calculating maturity, an Underlying
Fund may determine the maturity of a variable or floating rate
obligation according to its interest rate reset date, or the
date principal can be recovered on demand, rather than the date
of ultimate maturity. Similarly, to the extent that a fixed
income obligation has a call, refunding, or redemption
provision, the date on which the instrument is expected to be
called, refunded or redeemed
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67
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may be considered to be its maturity date. There
is no guarantee that the expected call, refund or redemption
will occur, and an Underlying Funds average maturity may
lengthen beyond the investment advisers expectations
should the expected call, refund or redemption not occur. In
computing portfolio duration, an Underlying Fund will estimate
the duration of obligations that are subject to prepayment or
redemption by the issuer, taking into account the influence of
interest rates on prepayments and coupon flows. This method of
computing duration is known as option-adjusted
duration. The investment adviser may use futures contracts,
options on futures contracts and swaps to manage an Underlying
Funds target duration in accordance with its benchmark. An
Underlying Fund will not be limited as to its maximum weighted
average portfolio maturity or the maximum stated maturity with
respect to individual securities unless otherwise noted.
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The investment adviser uses derivative
instruments, among other things, to manage the durations of the
Underlying Fixed Income Funds investment portfolios. 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 an
Underlying Fund. An Underlying Funds investments in
derivative instruments, including financial futures contracts
and swaps, can be significant. These transactions can result in
sizeable realized and unrealized capital gains and losses
relative to the gains and losses from an Underlying Funds
investments in bonds and other securities. Short-term and
long-term realized capital gains distributions paid by an
Underlying Fund are taxable to its shareholders.
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Interest rates, fixed income securities prices,
the prices of futures and other derivatives, and currency
exchange rates can be volatile, and a variance in the degree of
volatility or in the direction of the market from the 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 an Underlying Fund,
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68
APPENDIX A
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including information on the risks presented by
these instruments and other purposes for which they may be used
by the Underlying Fund.
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Rating Criteria.
Except as noted below, the
Underlying Equity Funds may invest in debt securities rated at
least investment grade at the time of investment. Investment
grade debt securities are securities rated BBB or higher by
Standard & Poors or Baa or higher by Moodys. The
International Small Cap and Concentrated Emerging Markets Equity
Funds may each invest up to 20% of its net assets plus any
borrowings for investment purposes (measured at time of
purchase) and the Real Estate Securities, International Real
Estate Securities and Commodity Strategies Funds may invest up
to 20%, 20% and 10%, respectively, of their total assets not
including securities lending collateral (measured at time of
purchase) in debt securities which are rated in the lowest
rating categories by Standard & Poors or Moodys
(i.e., BB or lower by Standard & Poors or Ba or lower
by Moodys), including securities rated D by Moodys
or Standard & Poors. Fixed income securities rated BB
or Ba or below (or comparable unrated securities) are commonly
referred to as junk bonds, are considered
predominately speculative and may be questionable as to
principal and interest payments as described above.
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Credit Ratings.
The Commodity Strategy Fund also
has credit rating requirements for the securities it buys. The
Commodity Strategy 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
Commodity Strategy Fund if they are determined by its investment
adviser to be of comparable quality. A security satisfies the
Commodity Strategy 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 Commodity Strategy Funds
minimum rating requirement at the time of purchase and is
subsequently downgraded below such rating, the Commodity
Strategy Fund will not be required to dispose of such security.
This is so even if the downgrade causes the average credit
quality of the Commodity Strategy Fund to be lower than that
stated in its prospectus. Furthermore, during this period, the
Commodity Strategy Funds 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 Commodity Strategy Fund and its
shareholders. The Commodity Strategy Fund may invest in credit
default swaps, which are derivative investments. When the
Commodity Strategy 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 Commodity Strategy Fund will be
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the seller of a credit default swap only when the
credit of the security is deemed by its 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
Commodity Strategy Funds 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 Commodity Strategy Funds
investments are expected to exhibit low or negative correlation
with stocks and bonds.
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The Commodity Strategy Funds investment
advisor generally intends to invest in commodity-linked
investments whose returns are linked to the Commodity Strategy
Funds benchmark, the S&P GSCI Commodity Index
(GSCI). However, the
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70
APPENDIX A
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Commodity Strategy Fund is not an index fund and
its investment adviser may make allocations that differ from the
weightings in the GSCI.
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Structured Securities and Inverse Floaters.
Certain Underlying Funds may
invest in structured securities. Structured securities are
securities whose value is determined by reference to changes in
the value of specific currencies, 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 investment 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 risks 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, an Underlying Funds
investments in structured securities may be subject to the
limits applicable to investments in other investments companies.
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Structured securities include, but are not
limited to, inverse floating rate debt securities (inverse
floaters). The interest rate on inverse floaters resets in
the opposite direction from the market rate of interest to which
the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate
varies by a magnitude that exceeds the magnitude of the change
in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market
value.
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Floating and Variable Rate Obligations.
Certain Underlying Funds may
purchase floating and variable rate obligations. The value of
these obligations is generally more stable than that of a fixed
rate obligation in response to changes in interest rate levels.
The issuers or financial intermediaries providing demand
features may support their ability to purchase the obligations
by obtaining credit with liquidity supports. These may include
lines of credit, which are conditional commitments to lend, and
letters of credit, which will ordinarily be irrevocable both of
which may be issued by domestic banks or foreign banks. An
Underlying Fund may purchase variable or floating rate
obligations from the issuers or may purchase certificates of
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participation, a type of floating or variable
rate obligation, which are interests in a pool of debt
obligations held by a bank or other financial institutions.
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Foreign Currency Transactions.
The Underlying Funds may, to the
extent consistent with their investment policies, purchase or
sell foreign currencies on a cash basis or through forward
contracts. A forward contract involves an obligation to purchase
or sell a specific currency at a future date at a price set at
the time of the contract. Certain Underlying Funds may engage in
foreign currency transactions for hedging purposes and to seek
to protect against anticipated changes in future foreign
currency exchange rates. In addition, certain Underlying Funds
may enter into foreign currency transactions to seek a closer
correlation between the Underlying Funds overall currency
exposures and the currency exposures of the Underlying
Funds performance benchmark. Certain Underlying Funds may
also enter into such transactions to seek to increase total
return, which is considered a speculative practice.
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Certain Underlying Funds may also engage in
cross-hedging by using forward contracts in a currency different
from that in which the hedged security is denominated or quoted.
An Underlying Fund may hold foreign currency received in
connection with investments in foreign securities when, in the
judgment of the investment adviser, it would be beneficial to
convert such currency into U.S. dollars at a later date (e.g.,
the investment adviser may anticipate the foreign currency to
appreciate against the U.S. dollar).
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Currency exchange rates may fluctuate
significantly over short periods of time, causing, along with
other factors, an Underlying Funds NAV to fluctuate.
Currency exchange rates also can be affected unpredictably by
the intervention of U.S. or foreign governments or central
banks, or the failure to intervene, or by currency controls or
political developments in the United States or abroad.
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The market in forward foreign currency exchange
contracts, currency swaps and other privately negotiated
currency instruments offers less protection against defaults by
the other party to such instruments than is available for
currency instruments traded on an exchange. Such contracts are
subject to the risk that the counterparty to the contract will
default on its obligations. Because these contracts are not
guaranteed by an exchange or clearinghouse, a default on a
contract would deprive an Underlying Fund of unrealized profits,
transaction costs, or the benefits of a currency hedge, or could
force the Underlying Fund to cover its purchase or sale
commitments, if any, at the current market price. As an
investment company registered with the SEC, each Underlying 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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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. A call
option gives the purchaser of the option the right to buy, and
the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each
Underlying Fund may write (sell) covered call and put
options and purchase put and call options on any securities in
which the Underlying Fund may invest or on any securities index
consisting of securities in which it may invest. Certain
Underlying Funds may also, to the extent consistent with their
investment policies, purchase and sell (write) put and call
options on foreign currencies.
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The writing and purchase of options is a highly
specialized activity which involves special investment risks.
Options may be used for either hedging or cross-hedging
purposes, or to seek to increase total return (which is
considered a speculative activity). The successful use of
options depends in part on the ability of an investment adviser
to anticipate future price fluctuations and the degree of
correlation between the options and securities (or currency)
markets. If an investment adviser is incorrect in its
expectation of changes in market prices or determination of the
correlation between the instruments or indices on which options
are written and purchased and the instruments in an Underlying
Funds investment portfolio, the Underlying Fund may incur
losses that it would not otherwise incur. The use of options can
also increase an Underlying Funds transaction costs.
Options written or purchased by the Underlying Funds may be
traded on either U.S. or foreign exchanges or over-the-counter.
Foreign and over-the-counter options will present greater
possibility of loss because of their greater illiquidity and
credit risks.
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When writing an option, an Underlying Fund must
set aside liquid assets, or engage in other
appropriate measures to cover its obligations under
the option contract.
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Yield Curve Options.
Certain Underlying Funds may enter
into options on the yield spread or differential
between two securities. Such transactions are referred to as
yield curve options. In contrast to other types of
options, a yield curve option is based on the difference between
the yields of designated securities rather than the prices of
the individual securities, and is settled through cash payments.
Accordingly, a yield curve option is profitable to the holder if
this differential widens (in the case of a call) or narrows (in
the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
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The trading of yield curve options is subject to
all of the risks associated with the trading of other types of
options. In addition, however, such options present a risk
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of loss even if the yield of one of the
underlying securities remains constant, or if the spread moves
in a direction or to an extent which was not anticipated.
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When writing an option, an Underlying Fund, must
set aside liquid assets, or engage in other
appropriate measures to cover its obligations 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. Certain Underlying Funds may
engage in futures transactions on U.S. and (in the case of
certain Underlying Funds) foreign exchanges.
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Certain Underlying Funds may purchase and sell
futures contracts, and purchase and write call and put options
on futures contracts, in order to seek to increase total return
or to hedge against changes in interest rates, securities prices
or to the extent an Underlying Fund invests in foreign
securities, currency exchange rates, or to otherwise manage its
term structure, sector selection and duration in accordance with
its investment objective and policies. An Underlying Fund may
also enter into closing purchase and sale transactions with
respect to such contracts and options. The Trust, on behalf of
each Underlying Fund, has claimed an exclusion from the
definition of the term commodity pool operator under
the Commodity Exchange Act and, therefore, is not subject to
registration or regulation as a pool operator under that Act
with respect to the Underlying Funds.
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Futures contracts and related options present the
following risks:
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While an Underlying Fund may benefit from the use
of futures and options on futures, unanticipated changes in
interest rates, securities prices or currency exchange rates may
result in a poorer overall performance than if the Underlying
Fund had not entered into any futures contracts or options
transactions.
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Because perfect correlation between a futures
position and a portfolio position that is intended to be
protected is impossible to achieve, the desired protection may
not be obtained and an Underlying Fund may be exposed to
additional risk of loss.
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The loss incurred by an Underlying Fund in
entering into futures contracts and in writing call options on
futures is potentially unlimited and may exceed the amount of
the premium received.
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Futures markets are highly volatile and the use
of futures may increase the volatility of an Underlying
Funds NAV.
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APPENDIX A
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As a result of the low margin deposits normally
required in futures trading, a relatively small price movement
in a futures contract may result in substantial losses to an
Underlying Fund.
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Futures contracts and options on futures may be
illiquid, and exchanges may limit fluctuations in futures
contract prices during a single day.
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Foreign exchanges may not provide the same
protection as U.S. exchanges.
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An Underlying 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, an Underlying Fund must set aside liquid
assets equal to the full notional value of the futures contracts
while the positions are open. With respect to futures contracts
that do cash settle, however, an Underlying Fund is permitted to
set aside liquid assets in an amount equal to the Underlying
Funds daily marked-to-market net obligations (
i.e.
,
the Underlying Funds daily net liability) under the
futures contracts, if any, rather than their full notional
value. Each Underlying Fund reserves the right to modify its
asset segregation policies in the future to comply with any
changes in the positions from time to time articulated by the
SEC or its staff regarding asset segregation. By setting aside
assets equal to only its net obligations under cash-settled
futures contracts, an Underlying Fund will have the ability to
employ leverage to a greater extent than if the Underlying Fund
were required to segregate assets equal to the full notional
amount of the futures contracts.
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Preferred Stock, Warrants and Rights.
The Underlying Funds may invest in
preferred stock, warrants and rights. Preferred stocks are
securities that represent an ownership interest providing the
holder with claims on the issuers earnings and assets
before common stock owners but after bond owners. Unlike debt
securities, the obligations of an issuer of preferred stock,
including dividend and other payment obligations, may not
typically be accelerated by the holders of such preferred stock
on the occurrence of an event of default or other non-compliance
by the issuer of the preferred stock.
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Warrants and other rights are options to buy a
stated number of shares of common stock at a specified price at
any time during the life of the warrant or right. The holders of
warrants and rights have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
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Downgraded Securities.
After its purchase, a portfolio
security may be assigned a lower rating or cease to be rated. If
this occurs, an Underlying Fund may continue to hold the
security if the investment adviser believes it is in the best
interest of the Underlying Fund and its shareholders.
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75
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Other Investment Companies.
The Underlying 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 the Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more
than 5% of an Underlying Funds total assets in securities
of any one investment company or more than 10% of its total
assets in securities of all investment companies. 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. An Underlying Fund may rely on these exemptive
orders to invest in unaffiliated ETFs.
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The use of ETFs is intended to help an Underlying
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 an Underlying Fund could lose money investing in
an ETF. Moreover, ETFs are subject to the following risks that
do not apply to conventional funds: (i) the market price of the
ETFs shares may trade at a premium or a discount to their
net asset value; (ii) an active trading market for an ETFs
shares may not develop or be maintained; and (iii) there is no
assurance that the requirements of the exchange necessary to
maintain the listing of an ETF will continue to be met or remain
unchanged.
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Pursuant to an exemptive order obtained from the
SEC or under an exemptive rule adopted by the SEC, an Underlying
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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An Underlying Fund will indirectly bear its
proportionate share of any management fees and other expenses
paid by such other investment companies. Although the Underlying
Funds do not expect to do so in the foreseeable future, each
Underlying Fund is authorized to invest substantially all of its
assets in a single open-end
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76
APPENDIX A
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investment company or series thereof that has
substantially the same investment objective, policies and
fundamental restrictions as the Underlying Fund.
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Loan Participations.
Certain Underlying Funds may
invest in loan participations. A loan participation is an
interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial
intermediary. Loan participation interests may take the form of
a direct or co-lending relationship with the corporate borrower,
an assignment of an interest in the loan by a co-lender or
another participant, or a participation in the sellers
share of the loan. When an Underlying Fund acts as co-lender in
connection with a participation interest or when it acquires
certain participation interests, the Underlying Fund will have
direct recourse against the borrower if the borrower fails to
pay scheduled principal and interest. In cases where the
Underlying Fund lacks direct recourse, it will look to an agent
for the lenders (the agent lender) to enforce
appropriate credit remedies against the borrower. In these
cases, the Underlying Fund may be subject to delays, expenses
and risks that are greater than those that would have been
involved if the Underlying Fund had purchased a direct
obligation (such as commercial paper) of such borrower.
Moreover, under the terms of the loan participation, the
Underlying Fund may be regarded as a creditor of the agent
lender (rather than of the underlying corporate borrower), so
that the Underlying Fund may also be subject to the risk that
the agent lender may become insolvent.
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REITs.
Each
of the Real Estate Securities Fund and International Real Estate
Securities Fund expects to invest a substantial portion of its
total assets in REITs, which are pooled investment vehicles that
invest primarily in either real estate or real estate related
loans. In addition, other Underlying Equity Funds may invest in
REITs from time to time. The value of a REIT is affected by
changes in the value of the properties owned by the REIT or
securing mortgage loans held by the REIT. REITs are dependent
upon the ability of the REITs managers, and are subject to
heavy cash flow dependency, default by borrowers and the
qualification of the REITs under applicable regulatory
requirements for favorable federal income tax treatment. REITs
are also subject to risks generally associated with investments
in real estate including possible declines in the value of real
estate, general and local economic conditions, environmental
problems and changes in interest rates. To the extent that
assets underlying a REIT are concentrated geographically, by
property type or in certain other respects, these risks may be
heightened. Each of these Underlying Fund will indirectly bear
its proportionate share of any expenses, including management
fees, paid by a REIT in which it invests.
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Unseasoned Companies.
Certain Underlying Funds may
invest in companies which (together with their predecessors)
have operated less than three years. The securities of such
companies may have limited liquidity, which can result in their
being
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priced higher or lower than might otherwise be
the case. In addition, investments in unseasoned companies are
more speculative and entail greater risk than do investments in
companies with an established operating record.
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Non-Investment Grade Fixed Income
Securities.
Non-investment grade
fixed income securities and unrated securities of comparable
credit quality (commonly known as junk bonds) are
considered speculative. In some cases, these obligations may be
highly speculative and have poor prospects for reaching
investment grade standing. Non-investment grade fixed income
securities are subject to the increased risk of an issuers
inability to meet principal and interest obligations. These
securities, also referred to as high yield securities, may be
subject to greater price volatility due to such factors as
specific corporate developments, interest rate sensitivity,
negative perceptions of the junk bond markets generally and less
secondary market liquidity.
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Non-investment grade fixed income securities are
generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by
an Underlying Fund in defaulted securities poses additional risk
of loss should nonpayment of principal and interest continue in
respect of such securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The market value of non-investment grade fixed
income securities tends to reflect individual corporate or
municipal developments to a greater extent than that of higher
rated securities which react primarily to fluctuations in the
general level of interest rates. As a result, an Underlying
Funds ability to achieve its investment objectives may
depend to a greater extent on the investment advisers
judgment concerning the creditworthiness of issuers than funds
which invest in higher-rated securities. Issuers of
non-investment grade fixed income securities may not be able to
make use of more traditional methods of financing and their
ability to service debt obligations may be affected more
adversely than issuers of higher-rated securities by economic
downturns, specific corporate or financial developments or the
issuers inability to meet specific projected business
forecasts. Negative publicity about the junk bond market and
investor perceptions regarding lower rated securities, whether
or not based on fundamental analysis, may depress the prices for
such securities.
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A holders risk of loss from default is
significantly greater for non-investment grade fixed income
securities than is the case for holders of other debt securities
because such non-investment grade securities are generally
unsecured and are often subordinated to the rights of other
creditors of the issuers of such securities. Investment by an
Underlying Fund in defaulted securities poses additional risk of
loss should nonpayment of principal and interest continue in
respect of such
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78
APPENDIX A
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securities. Even if such securities are held to
maturity, recovery by an Underlying Fund of its initial
investment and any anticipated income or appreciation is
uncertain.
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The secondary market for non-investment grade
fixed income securities is concentrated in relatively few market
makers and is dominated by institutional investors, including
mutual funds, insurance companies and other financial
institutions. Accordingly, the secondary market for such
securities is not as liquid as, and is more volatile than, the
secondary market for higher-rated securities. In addition,
market trading volume for high yield fixed income securities is
generally lower and the secondary market for such securities
could shrink or disappear suddenly and without warning as a
result of adverse market or economic conditions, independent of
any specific adverse changes in the condition of a particular
issuer. The lack of sufficient market liquidity may cause an
Underlying Fund to incur losses because it will be required to
effect sales at a disadvantageous time and then only at a
substantial drop in price. These factors may have an adverse
effect on the market price and an Underlying Funds ability
to dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for an
Underlying Fund to obtain precise valuations of the high yield
securities in its portfolio.
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Credit ratings issued by credit rating agencies
are designed to evaluate the safety of principal and interest
payments of rated securities. They do not, however, evaluate the
market value risk of non-investment grade securities and,
therefore, may not fully reflect the true risks of an
investment. In addition, credit rating agencies may or may not
make timely changes in a rating to reflect changes in the
economy or in the conditions of the issuer that affect the
market value of the security. Consequently, credit ratings are
used only as a preliminary indicator of investment quality.
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Equity Swaps.
Each Underlying Equity Fund may
invest up to 15% of its net assets in equity swaps. Equity swaps
allow the parties to a swap agreement to exchange dividend
income or other components of return on an equity investment
(for example, a group of equity securities or an index) for a
component of return on another non-equity or equity investment.
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An equity swap may be used by an Underlying Fund
to invest in a market without owning or taking physical custody
of securities in circumstances in which direct investment may be
restricted for legal reasons or is otherwise deemed impractical
or disadvantageous. Equity swaps are derivatives and their value
can be very volatile. To the extent that an investment adviser
does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, an
Underlying Fund may suffer a loss, which may be substantial. The
value of some components of an equity swap (such as the
dividends on a common stock) may also be sensitive to changes in
interest rates. Furthermore, an Underlying Fund
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may suffer a loss if the counterparty defaults.
Because equity swaps are normally illiquid, an Underlying Fund
may be unable to terminate its obligations when desired. When
entering into swap contracts, an Underlying Fund must set
aside liquid assets, or engage in other appropriate
measures to cover its obligations under the swap
contract.
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When-Issued Securities and Forward
Commitments.
Each Underlying Fund
may purchase when-issued securities and make contracts to
purchase or sell securities for a fixed price at a future date
beyond customary settlement time. When-issued securities are
securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is
considered to be an advantageous price or yield to the
Underlying Fund at the time of entering into the transaction. A
forward commitment involves the entering into a contract to
purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
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The purchase of securities on a when-issued or
forward commitment basis involves a risk of loss if the value of
the security to be purchased declines before the settlement
date. Conversely, the sale of securities on a forward commitment
basis involves the risk that the value of the securities sold
may increase before the settlement date. Although an Underlying
Fund will generally purchase securities on a when-issued or
forward commitment basis with the intention of acquiring the
securities for its portfolio, an Underlying Fund may dispose of
when-issued securities or forward commitments prior to
settlement if its investment adviser deems it appropriate. When
purchasing a security on a when-issued basis or entering into a
forward commitment, an Underlying 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.
Certain Underlying Funds may enter into repurchase agreements
with securities dealers and banks which furnish collateral at
least equal in value or market price to the amount of their
repurchase obligation. Some Underlying Funds may also enter into
repurchase agreements involving certain foreign government
securities.
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If the other party or seller
defaults, an Underlying Fund might suffer a loss to the extent
that the proceeds from the sale of the underlying securities and
other collateral held by the Underlying Fund are less than the
repurchase price and the Underlying Funds costs associated
with delay and enforcement of the repurchase agreement. In
addition, in the event of bankruptcy of the seller, an
Underlying Fund could suffer additional losses if a court
determines that the Funds interest in the collateral is
not enforceable.
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80
APPENDIX A
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Certain Underlying Funds, together with other
registered investment companies having advisory agreements with
the Investment Adviser or any of its affiliates, may transfer
uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more
repurchase agreements.
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Lending of Portfolio Securities.
Each Underlying Fund may engage in
securities lending. Securities lending involves the lending of
securities owned by an Underlying Fund to financial institutions
such as certain broker-dealers, including, as permitted by the
SEC, Goldman Sachs. The borrowers are required to secure their
loans continuously with cash, cash equivalents, U.S. Government
Securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may
be invested by an Underlying Fund in short-term investments,
including registered and unregistered investment pools managed
by the Investment Adviser, its affiliates or the Underlying
Funds custodian and from which the Investment Adviser or
its affiliates may receive fees. To the extent that cash
collateral is so invested, such collateral will be subject to
market depreciation or appreciation, and an Underlying Fund will
be responsible for any loss that might result from its
investment of the borrowers collateral. If an investment
adviser determines to make securities loans, the value of the
securities loaned may not exceed 33 1/3% of the value of the
total assets of an Underlying Fund (including the loan
collateral). Loan collateral (including any investment of the
collateral) is not subject to the percentage limitations or
non-fundamental investment policies described elsewhere in this
Prospectus regarding investments in fixed income securities and
cash equivalents.
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An Underlying Fund may lend its securities to
increase its income. An Underlying Fund may, however, experience
delay in the recovery of its securities or incur a loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Underlying Fund or
becomes insolvent.
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Short Sales Against-the-Box.
Certain Underlying Funds may make
short sales against-the-box. A short sale against-the-box means
that at all times when a short position is open the Underlying
Fund will own an equal amount of securities sold short, or
securities convertible into or exchangeable for, without the
payment of any further consideration, an equal amount of the
securities of the same issuer as the securities sold short.
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Mortgage Dollar Rolls.
Certain Underlying Funds may enter
into mortgage dollar rolls. In mortgage dollar
rolls, an Underlying Fund sells securities for delivery in the
current month and simultaneously contracts with the same
counterparty to repurchase substantially similar (same type,
coupon and maturity) but not identical securities on a specified
future date. During the roll period, the Underlying Fund loses
the right to receive principal and interest paid on the
securities sold. However, the Underlying Fund benefits to the
extent of any difference between (a) the price
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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
Underlying Funds performance.
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Successful use of mortgage dollar rolls depends
upon an investment advisers ability to predict correctly
interest rates and mortgage prepayments. If the investment
adviser is incorrect in its prediction, an Underlying Fund may
experience a loss. The Underlying Funds do not currently intend
to enter into mortgage dollar rolls for financing and do not
treat them as borrowings.
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Borrowings and Reverse Repurchase
Agreements.
Each Underlying Fund
can borrow money from banks and other financial institutions,
and certain Underlying Funds may enter into reverse repurchase
agreements in amounts not exceeding one-third of its total
assets. An Underlying Fund may not make additional investments
if borrowings exceed 5% of its total assets. Reverse repurchase
agreements involve the sale of securities held by an Underlying
Fund subject to the Underlying Funds agreement to
repurchase them at a mutually agreed upon date and price
(including interest). These transactions may be entered into as
a temporary measure for emergency purposes or to meet redemption
requests. Reverse repurchase agreements may also be entered into
when the investment adviser expects that the interest income to
be earned from the investment of the transaction proceeds will
be greater than the related interest expense. Borrowings and
reverse repurchase agreements involve leveraging. If the
securities held by an Underlying Fund decline in value while
these transactions are outstanding, the NAV of the Underlying
Funds outstanding shares will decline in value by
proportionately more than the decline in value of the
securities. In addition, reverse repurchase agreements involve
the risk that the investment return earned by an Underlying Fund
(from the investment of the proceeds) will be less than the
interest expense of the transaction, that the market value of
the securities sold by an Underlying Fund will decline below the
price the Underlying Fund is obligated to pay to repurchase the
securities, and that the securities may not be returned to the
Underlying Fund.
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Interest Rate Swaps, Mortgage Swaps, Credit
Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and
Interest Rate Caps, Floors and Collars.
To the extent consistent with
their investment policies, certain Underlying Funds may enter
into interest rate swaps, mortgage swaps, credit swaps, currency
swaps, total return swaps, options on swaps and interest rate
caps, floors and collars. Interest rate swaps involve the
exchange by an Underlying Fund with another party of their
respective commitments to pay or receive interest, such as an
exchange of fixed-
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82
APPENDIX A
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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 an Underlying Fund
the right to receive the appreciation in the value of a
specified security, index or other instrument in return for a
fee paid to the counterparty, which will typically be an agreed
upon interest rate. If the underlying asset in a total return
swap declines in value over the term of the swap, the Underlying
Fund may also be required to pay the dollar value of that
decline to the counterparty. The Underlying Funds may also
purchase and write (sell) options contracts on swaps, commonly
referred to as swaptions. A swaption is an option to enter into
a swap agreement. Like other types of options, the buyer of a
swaption pays a non-refundable premium for the option and
obtains the right, but not the obligation, to enter into an
underlying swap on agreed-upon terms. The seller of
a swaption, in exchange for the premium, becomes obligated
(if the option is exercised) to enter into an underlying swap on
agreed-upon terms. The purchase of an interest rate cap entitles
the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on
a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap
and a floor that preserves a certain return within
a predetermined range of interest rates.
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Certain Underlying Funds may enter into swap
transactions for hedging purposes or to seek to increase total
return. As an example, when an Underlying Fund is the buyer of a
credit default swap (commonly known as buying protection), it
may make periodic payments to the seller of the credit default
swap to obtain protection against a credit default on a
specified underlying asset (or group of assets). If
a default occurs, the seller of the credit default swap may
be required to pay the Underlying Fund the notional
value of the credit default swap on a specified security
(or group of securities). On the other hand, when an Underlying
Fund is a seller of a credit default swap, in addition to the
credit exposure the Underlying Fund has on the other assets held
in its portfolio, the Underlying Fund is also
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subject to the credit exposure on the notional
amount of the swap since, in the event of a credit default, the
Underlying Fund may be required to pay the notional
value of the credit default swap on a specified security
(or group of securities) to the buyer of the credit default
swap. An Underlying Fund will be the seller of a credit default
swap only when the credit of the underlying asset is deemed by
its investment adviser to meet the Underlying Funds
minimum credit criteria at the time the swap is first entered
into.
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The use of interest rate, mortgage, credit,
currency and total return swaps, options on swaps, and interest
rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from
those associated with ordinary portfolio securities
transactions. If an investment adviser is incorrect in its
forecasts of market values, interest rates and currency exchange
rates or in its evaluation of the creditworthiness of swap
counterparties and issuers of the underlying assets, the
investment performance of an Underlying Fund would be less
favorable than it would have been if these investment techniques
were not used. When entering into swap contracts or writing
options, an Underlying 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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In the case of swaps that do not cash settle, for
example, an Underlying Fund must set aside liquid assets equal
to the full notional value of the swaps while the positions are
open. With respect to swaps that do cash settle, however, an
Underlying Fund is permitted to set aside liquid assets in an
amount equal to its daily marked-to-market net obligations
(
i.e.,
an Underlying Funds daily net liability)
under the swaps, if any, rather than their full notional value.
An Underlying Fund reserves the right to modify its asset
segregation policies in the future to comply with any changes in
the positions from time to time articulated by the SEC or its
staff regarding asset segregation. By setting aside assets equal
to only its net obligations under cash-settled swaps, an
Underlying Fund will have the ability to employ leverage to a
greater extent than if the Underlying Fund were required to
segregate assets equal to the full notional amount of the swaps.
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84
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Appendix B
Financial Highlights
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No financial highlights are provided for the
Portfolio, because the Portfolio has been in operation for less
than one calendar year.
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85
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1
General Investment Management Approach
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3
Portfolio Investment Objectives and Strategies
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4
Principal Investment Strategies
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6
Principal Risks of the Portfolio
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8
Description of the Underlying Funds
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12
Principal Risks of the Underlying Funds
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20
Portfolio Performance
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21
Portfolio Fees and Expenses
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24
Service Providers
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30
Dividends
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31
Shareholder Guide
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31
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How To Buy Shares
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37
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How To Sell Shares
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44
Taxation
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47
Appendix A
Additional
Information on
the Underlying
Funds
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85
Appendix B
Financial
Highlights
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Fund of Funds Portfolios
Prospectus
(Service
Shares)
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Annual/Semi-annual
Report
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Additional information about the Portfolios
investments is available in the Portfolios annual and
semi-annual reports to shareholders. In the Portfolios
annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected
the Portfolios performance during the last fiscal year.
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Statement
of Additional Information
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Additional information about the Portfolio and
its policies is also available in the Portfolios SAI. The
SAI is incorporated by reference into this Prospectus (is
legally considered part of this Prospectus).
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The Portfolios annual and semi-annual
reports, and the 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
Portfolios website: http://www.goldmansachsfunds.com
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To obtain other information and for shareholder
inquiries:
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n
By
telephone:
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1-800-621-2550
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n
By
mail:
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Goldman Sachs Funds
P.O. Box 06050
Chicago, IL 60606-6306
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n
On
the Internet:
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SEC EDGAR database http://www.sec.gov
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You may review and obtain copies of Portfolio
documents (including the SAI) by visiting the SECs public
reference room in Washington, D.C. You may also obtain copies of
Portfolio documents, after paying a duplicating fee, by writing
to the SECs Public Reference Section, Washington, D.C.
20549-0102 or by electronic request to: publicinfo@sec.gov.
Information on the operation of the public reference room may be
obtained by calling the SEC at (202) 551-8090.
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The Portfolios investment company
registration number is 811-05349.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
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FFSATSTRATSV
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PART B
STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 27, 2008
Class A Shares
Class B Shares
Class C Shares
Institutional Shares
Service Shares
Class R Shares
Class IR Shares
GOLDMAN SACHS BALANCED STRATEGY PORTFOLIO
GOLDMAN SACHS GROWTH AND INCOME STRATEGY PORTFOLIO
GOLDMAN SACHS GROWTH STRATEGY PORTFOLIO
GOLDMAN SACHS EQUITY GROWTH STRATEGY PORTFOLIO
GOLDMAN SACHS INCOME STRATEGIES PORTFOLIO
GOLDMAN SACHS SATELLITE STRATEGIES PORTFOLIO
(Fund of Funds Portfolios 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
Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy Portfolio, Goldman Sachs
Growth Strategy Portfolio, Goldman Sachs Equity Growth Strategy Portfolio, Goldman Sachs Income
Strategies Portfolio and Goldman Sachs Satellite Strategies Portfolio (collectively, the
Portfolios and each individually, a
Portfolio) each dated April 29, 2008, and the
prospectus for the Service Shares of Goldman Sachs Satellite
Strategies Portfolio dated August 27, 2008, and 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, contained in each Portfolios 2007 annual report are
incorporated herein by reference in the section Financial Statements. No other portions of each
Portfolios annual report are incorporated by reference. A Portfolios annual report may be
obtained upon request and without charge by calling Goldman, Sachs & Co. toll-free at 800-621-2550.
GSAM
®
is a registered service mark of Goldman, Sachs & Co.
TABLE OF CONTENTS
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Page
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B-1
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B-1
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B-24
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B-89
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B-91
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B-102
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B-117
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B-131
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B-133
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B-136
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B-144
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B-152
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B-152
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B-154
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B-156
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B-160
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B-165
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B-171
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1-A
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1-B
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1-C
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1-D
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The
date of this SAI is August 27, 2008.
- i -
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
32 Old Slip
New York, New York 10005
GOLDMAN, SACHS & CO.
Distributor
85 Broad Street
New York, New York 10004
GOLDMAN, SACHS & CO.
Transfer Agent
71 South Wacker Drive
Chicago, Illinois 60606
Toll-free (in U.S.).......800-621-2550
INTRODUCTION
Goldman Sachs Trust (the Trust) is an open-end management investment company. The Trust is
organized as a Delaware statutory trust and was established by a Declaration of Trust dated January
28, 1997. The Trust is a successor to a Massachusetts business trust that was combined with the
Trust on April 30, 1997. The following series of the Trust are described in this SAI: Goldman
Sachs Balanced Strategy Portfolio (Balanced Strategy Portfolio), Goldman Sachs Growth and Income
Strategy Portfolio (Growth and Income Strategy Portfolio), Goldman Sachs Growth Strategy
Portfolio (Growth Strategy Portfolio), Goldman Sachs Equity Growth Strategy Portfolio (formerly,
Aggressive Growth Strategy Portfolio) (Equity Growth Strategy Portfolio), Goldman Sachs Income
Strategies Portfolio (Income Strategies Portfolio), and Goldman Sachs Satellite Strategies
Portfolio (Satellite Strategies Portfolio). 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 Portfolios and other series. Additional series and classes may be added
in the future from time to time. The Balanced Strategy Portfolio,
Growth and Income Strategy Portfolio, Growth Strategy Portfolio, and
Equity Growth Strategy Portfolio currently offer seven classes of shares: Class A
Shares, Class B Shares, Class C Shares, Institutional Shares, Service Shares, Class R Shares and
Class IR Shares. The Satellite Strategies Portfolio currently
offers six classes of shares: Class A Shares, Class C Shares,
Institutional Shares, Service Shares, Class R Shares and Class IR
Shares. The Income Strategies Portfolio currently offers five classes
of shares: Class A Shares, Class C Shares, Institutional Shares,
Class R Shares and
Class IR Shares. See Shares of the Trust.
Each Portfolio is a separately managed, diversified open-end management investment company
under the Investment Company Act of 1940, as amended (the Act), with its own investment
objectives and policies. Each Portfolio has been constructed as a fund of funds, which means
that it pursues its investment objective primarily by allocating its investments among other
investment portfolios of the Trust (the Underlying Funds).
Goldman Sachs Asset Management, L.P. (GSAM), an affiliate of Goldman, Sachs & Co. (Goldman
Sachs) serves as investment adviser to each Portfolio. In this SAI, GSAM is sometimes referred to
as the Investment Adviser. Goldman Sachs serves as each Portfolios distributor and transfer
agent. Each Portfolios custodian is State Street Bank and Trust Company (State Street).
The following information relates to and supplements the description of each Portfolios
investment policies contained in the Prospectuses. See the Prospectuses for a more complete
description of the Portfolios investment objectives and policies. Investing in the Portfolios
entails certain risks and there is no assurance that a Portfolio will achieve its objective.
Capitalized terms used but not defined herein have the same meaning as in the Prospectuses.
INVESTMENT OBJECTIVES AND POLICIES
Each Portfolio has a distinct investment objective and policies. There can be no assurance
that a Portfolios objective will be achieved. The investment objective and policies of each
Portfolio, and the associated risks of each Portfolio are discussed in the Portfolios
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 U.S. Securities and Exchange
Commission (SEC) regulations including Rule 35d-
B-1
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 Equity Growth
Strategy Portfolios policy to invest at least 80% of its net assets plus any borrowings for
investment purposes (measured at time of purchase) in the particular type of investment suggested
by its name.
Normally, each of the Portfolios will be predominantly invested in shares of the Underlying
Funds. These Underlying Funds currently include the: Structured
Large Cap Value Fund,
Structured Large Cap Growth Fund, Structured Small Cap Equity Fund, Structured International Equity
Fund, Emerging Markets Equity Fund, Concentrated Emerging Markets Equity Fund, Real Estate
Securities Fund, International Real Estate Securities Fund, Structured Emerging Markets Equity
Fund, Structured International Small Cap Fund, International Small Cap Fund, U.S. Equity Dividend
and Premium Fund, and International Equity Dividend and Premium Fund (the Underlying Equity
Funds); Short Duration Government Fund, Core Fixed Income Fund, Global Income Fund, High Yield
Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund, Government Income Fund,
Investment Grade Credit Fund, Ultra-Short Duration Government Fund, and U.S. Mortgages Fund (the
Underlying Fixed Income Funds); and the Commodity Strategy and Financial Square Prime Obligations
Funds. The Underlying Funds for the Income Strategies Portfolio
currently include the: Emerging Markets Debt Fund, Global Income
Fund, Government Income Fund, High Yield Fund, International Equity
Dividend and Premium Fund, International Real Estate Securities Fund,
Investment Grade Credit Fund, Real Estate Securities Fund,
Structured International Equity Fund, Ultra-Short Duration Government
Fund, U.S. Equity Dividend and Premium Fund, U.S. Mortgages Fund, and
Local Emerging Markets Debt Fund. The Underlying Funds for the
Satellite Strategies Portfolio currently include the: Commodity
Strategy Fund, Real Estate Securities Fund, Concentrated Emerging
Markets Equity Fund, International Real Estate Securities Fund,
International Small Cap Fund, High Yield Fund, Emerging Markets Debt
Fund, and Local Emerging Markets Debt Fund. The value of the Underlying Funds investments, and the net asset value of the shares of
both the Underlying Funds and the Portfolios will fluctuate with market, economic and, to the
extent applicable, foreign exchange conditions, so that an investment in any of the Portfolios may
be worth more or less when redeemed than when purchased. The following description provides
additional information regarding the Underlying Funds and the types of investments that the
Underlying Funds may make, and supplements the information in the Portfolios Prospectuses.
Description of Underlying Funds
Structured Large Cap Value Fund
Objective
.
This Underlying Fund seeks long-term growth of capital and dividend
income. The Underlying Fund
seeks to achieve its objective through a broadly diversified portfolio of equity investments in
large-cap U.S. issuers that are selling at low to modest valuations relative to general market
measures, such as earnings, book value and other fundamental accounting measures, and that are
expected to have favorable prospects for capital appreciation and/or dividend-paying ability.
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances, at least 80%
of its net assets plus any borrowings for investment purposes (measured at the time of purchase)
(Net Assets) in a diversified portfolio of equity investments in large-cap U.S. issuers,
including foreign issuers that are traded in the United States. However, it is currently
anticipated that, under normal circumstances, the Underlying Fund will invest at least 95% of its Net Assets
in such equity investments. These issuers will have public stock market capitalizations (based
upon shares available for trading on an unrestricted basis) similar to that of the range of the
market capitalizations of companies constituting the Russell 1000
®
Value Index at the
time of investment. If the market capitalization of a company held by
the Underlying Fund moves outside this
range, the Underlying Fund may, but is not required to, sell the
securities. The Underlying Fund is not required to limit
its investments to securities in the Russell 1000
®
Value Index. The
capitalization range of the Russell 1000
®
Value Index is currently between $587
million and $487 billion.
B-2
The
Underlying Funds investments are selected using a variety of quantitative techniques, derived from
fundamental research, including but not limited to valuation, momentum, profitability and earnings
quality in seeking to maximize the Underlying Funds expected
return. The Underlying Fund maintains risk, style,
capitalization and industry characteristics similar to the Russell 1000
®
Value Index.
The benchmark generally consists of companies with above average capitalizations, low earnings
growth expectations and above average dividend yields. The Underlying Fund seeks to maximize expected return
while maintaining these and other characteristics similar to the benchmark.
Other
.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered cash equivalents.
Structured Large Cap Growth Fund
Objective
.
This Underlying Fund seeks long-term growth of capital. The
Underlying Fund seeks to achieve
its objective through a broadly diversified portfolio of equity investments in large-cap U.S.
issuers that are expected to have better prospects for earnings growth than the growth rate of the
general domestic economy. Dividend income is a secondary consideration.
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances, at least 80%
of its Net Assets in a broadly diversified portfolio of equity investments in large-cap U.S.
issuers, including foreign issuers that are traded in the United States. However, it is currently
anticipated that, under normal circumstances, the Underlying Fund will invest at least 95% of its Net Assets
in such equity investments. These issuers will have public stock market capitalizations (based upon
shares available for trading on an unrestricted basis) similar to that of the Russell
1000
®
Growth Index at the time of investment. If the market capitalization of a company
held by the Underlying Fund moves outside this range, the Underlying Fund may, but is not required to, sell the
securities. The Underlying Fund is not required to limit its investments to securities in the Russell
1000
®
Growth Index. The capitalization range of the Russell 1000
®
Growth
Index is currently between $399 million and $487 billion.
The
Underlying Funds investments are selected using a variety of quantitative techniques, derived from
fundamental research, including but not limited to valuation, momentum, profitability and earnings
quality in seeking to maximize the Underlying Funds expected
return. The Underlying Fund maintains risk, style,
capitalization and industry characteristics similar to the Russell 1000
®
Growth Index.
The benchmark generally consists of companies with above average capitalization and earnings growth
expectations and below average dividend yields. The Underlying Fund seeks to maximize expected return while
maintaining these and other characteristics similar to the benchmark.
Other
.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered cash equivalents.
Structured Small Cap Equity Fund
Objective
.
This Underlying Fund seeks long-term growth of capital. The
Underlying Fund seeks to achieve
its objective through a broadly diversified portfolio of equity investments in U.S. issuers.
B-3
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances, at least 80%
of its Net Assets in a broadly diversified portfolio of equity investments in small-cap U.S.
issuers, including foreign issuers that are traded in the United States. These issuers will have
public stock market capitalizations (based upon shares available for trading on an unrestricted
basis) similar to that of the range of the market capitalizations of companies constituting the
Russell
2000
®
Index at the time of investment. The Underlying Fund is not required to limit its
investments to securities in the Russell 2000
®
Index. In addition, if the market
capitalization of a company held by the Underlying Fund moves outside
this range, the Underlying Fund may, but is not
required to, sell the securities. The capitalization range of the Russell 2000
®
Index is
currently between $19 million and $8.3 billion.
The
Underlying Funds investments are selected using a variety of quantitative techniques, derived from
fundamental research, including but not limited to valuation, momentum, profitability and earnings
quality in seeking to maximize the Underlying Funds expected
return. The Underlying Fund maintains risk, style,
capitalization and industry characteristics similar to the Russell 2000
®
Index. The
Russell 2000
®
Index is an index designed to represent an investable universe of small
cap companies. The Underlying Fund seeks to maximize expected return while maintaining these and other
characteristics similar to the benchmark.
Other
.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered cash equivalents.
Structured International Equity Fund
Objective
.
This Underlying Fund seeks long-term growth of capital. The
Underlying Fund seeks to achieve
its objective through a broadly diversified portfolio of equity investments in large-cap companies
that are organized outside the United States or whose securities are principally traded outside the
United States.
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances, at least 80%
of its Net Assets in a broadly diversified portfolio of equity investments in companies that are
organized outside the United States or whose securities are principally traded outside the United
States.
The
Underlying Fund may allocate its assets among countries as determined by its investment adviser from
time to time, provided the Underlying Funds assets are invested
in at least three foreign countries. The Underlying Fund
may invest in the securities of issuers in countries with emerging markets or economies.
The
Underlying Fund seeks broad representation of large-cap issuers across major countries and sectors of
the international economy. The Underlying Funds investments are selected using both a variety of quantitative
techniques and fundamental research, including but not limited to valuation, momentum,
profitability and earnings, in seeking to maximize the Underlying Funds expected return, while maintaining
risk, style, capitalization and industry characteristics similar to the EAFE
®
Index. In
addition, the Underlying Fund seeks a
portfolio composed of companies with attractive valuations and stronger momentum characteristics
than the EAFE
®
Index.
Other
.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered to be cash equivalents.
B-4
Emerging Markets Equity Fund
Objective
.
This Underlying Fund seeks capital appreciation. The Underlying Fund seeks to achieve its
objective by investing primarily in the equity securities of emerging country issuers.
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances, substantially
all, and at least 80% of its Net Assets in a diversified portfolio of equity investments in
emerging country issuers. The Underlying Funds investment adviser may consider classifications by
the World Bank, the International Finance Corporation or the United Nations (and its agencies) in
determining whether a country is emerging or developed. Currently, emerging countries include,
among others, most Central and South American, African, Asian and Eastern European nations. The
investment adviser currently intends that the Underlying Funds investment focus will be in the following
emerging countries as well as any other emerging country to the extent that foreign investors are
permitted by applicable law to make such investments: Argentina, Brazil, Chile, China, Colombia,
Croatia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Kazkhstan, Kuwait,
Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Qatar, Romania, Russia, South
Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey, UAE (Abu Dhabi and Dubai), Ukraine,
Venezuela and Vietnam.
An emerging country issuer is any company that either: (i) has a class of its securities whose
principal securities markets is in an emerging country; (ii) is organized under the laws of, or has
a principal office in, an emerging country; (iii) derives 50% or more of its total revenue from
goods produced, sales made or services provided in one or more emerging countries; or (iv)
maintains 50% or more of its assets in one or more emerging countries.
Under
normal circumstances, the Underlying Fund maintains investments in at least six emerging countries,
and will not invest more than 35% of its Net Assets in securities of issuers in any one emerging
country. Allocation of the Underlying Funds investments will depend upon the relative attractiveness of the
emerging country markets and particular issuers. In addition, macro-economic factors and the
portfolio managers views of the relative attractiveness of emerging countries and currencies are
considered in allocating the Underlying Funds assets among emerging countries.
Other
.
This Underlying Fund may invest in the aggregate up to 20% of its Net Assets in (i) fixed
income securities of private and government emerging country issuers; and (ii) equity and fixed
income securities, such as government, corporate and bank debt obligations, of issuers in developed
countries.
Concentrated Emerging Markets Equity Fund
Objective
.
This Underlying Fund seeks long-term capital appreciation. The
Underlying Fund seeks to achieve
its objective by investing primarily in the equity securities of emerging country issuers.
This
Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore, this
Underlying 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.
B-5
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances,
substantially all, and at least 80% of its Net Assets in a portfolio of equity investments in
emerging country issuers. The Underlying Fund invests primarily in equity securities of approximately 30-50
emerging country issuers with public stock market capitalizations of at least $8 billion at the
time of investment. The Underlying Funds investment adviser may consider classifications by the
World Bank, the International Finance Corporation or the United Nations (and its agencies) in
determining whether a country is emerging or developed. Currently, emerging countries include,
among others, most Central and South American, African, Asian and Eastern European nations. The
investment adviser currently intends that the Underlying Funds investment focus will be in the following
emerging countries as well as any other emerging country to the extent that foreign investors are
permitted by applicable law to make such investments: Argentina, Brazil, Chile, China, Colombia,
Croatia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Kazakhstan, Kuwait,
Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Qatar, Romania, Russia, South
Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey, UAE (Abu Dhabi and Dubai), Ukraine,
Venezuela and Vietnam.
An emerging country issuer is any company that either: (i) has a class of its securities
whose principal securities markets is in an emerging country; (ii) is organized under the laws of,
or has a principal office in, an emerging country; (iii) derives 50% or more of its total revenue
from goods produced, sales made or services provided in one or more emerging countries; or (iv)
maintains 50% or more of its assets in one or more emerging countries.
Under
normal circumstances, the Underlying Fund will maintain investments in at least six emerging
countries, and will not purchase a security if, as a result of and at the time of such purchase,
more than 35% of its Net Assets would be invested in securities of issuers in any one emerging
country. Allocation of the Underlying Funds investments will depend upon the relative attractiveness of the
emerging country markets and particular issuers. In addition, macro-economic factors and the
portfolio managers views of the relative attractiveness of emerging countries and currencies are
considered in allocating the Underlying Funds assets among emerging countries.
Other
.
This Underlying Fund may invest in the aggregate up to 20% of its Net Assets in (i) fixed
income securities of private and government emerging country issuers; and (ii) equity and fixed
income securities, such as government, corporate and bank debt obligations, of developed country
issuers.
Real Estate Securities Fund
Objective
.
This Underlying Fund seeks total return comprised of long-term growth of capital and
dividend income.
The
Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore,
the Underlying 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.
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances,
substantially all and at least 80% of its Net Assets in a portfolio of equity investments in
issuers that are primarily engaged in or related to the real estate
industry. The Underlying Fund expects that
a substantial portion of its assets
B-6
will be invested in real estate investment trusts (REITs), real
estate industry companies and other real estate related investments.
A real estate industry company is a company that derives at least 50% of its gross
revenues or net profits from the ownership, development, construction, financing, management or
sale of commercial, industrial or residential real estate or interests therein. Real estate
companies may include REITs, REIT-like structures, or real estate operating companies whose
businesses and services are related to the real estate industry.
The
Underlying Funds investment strategy is based on the premise that property market fundamentals are
the primary determinant of growth, underlying the success of companies in the real estate industry.
The Underlying Funds investment adviser focuses on companies that can achieve sustainable growth
in cash flow and dividend paying capability. The investment adviser attempts to purchase securities
so that its underlying portfolio will be diversified geographically and by property type. Although
the Underlying Fund will invest primarily in publicly traded U.S. securities, it may invest up to 15% of its
total assets in foreign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
Investing in real estate securities involves certain unique risks. Investments in real estate
industry companies may be affected by changes in the value of the underlying property owned by the
issuer or by overbuilding, changes in zoning laws, environmental concerns and limits on rents. In
addition, real estate industry companies that hold mortgages may be affected by the quality of any
credit extended. Real estate companies are dependent upon management skill, may not be diversified,
and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REIT
issuers are also subject to the possibilities of failing to qualify for tax free pass-through of
income and failing to maintain their exemptions from investment company registration. Real estate
companies whose underlying properties are concentrated in a particular industry or geographic
region are also subject to risks affecting such industries and regions.
The
Underlying Funds investments, especially investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest rates decline, the value of a
REITs investment in fixed rate obligations can be expected to rise. Conversely, when interest
rates rise, the
value of a REITs investment in fixed rate obligations can be expected to decline. In
contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a
REITs investment in such loans will gradually align themselves to reflect changes in market
interest rates, causing the value of such investments to fluctuate less dramatically in response to
interest rate fluctuations than would investments in fixed rate obligations.
Other
.
This Underlying Fund may invest up to 20% of its total assets in fixed income
investments, such as government, corporate debt and bank obligations, that offer the potential to
further the Underlying Funds investment objective.
International Real Estate Securities Fund
Objective
.
This Underlying Fund seeks total return comprised of long-term growth of capital and
dividend income. The Underlying Fund seeks this objective by primarily investing in issuers that are REITs or
real estate
B-7
operating companies organized outside the United States or whose securities are
principally traded outside the United States.
The
Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore, the
Underlying 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.
Primary
Investment Focus
. This Underlying Fund invests, under normal circumstances,
substantially all and at least 80% of its 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 Underlying Fund expects that a substantial portion of its assets
will be invested in REITs, real estate industry companies and other real estate related
investments.
A real estate industry company is a company that derives at least 50% of its gross
revenues or net profits from the ownership, development, construction, financing, management or
sale of commercial, industrial or residential real estate or interests therein. Real estate
companies may include REITs, REIT-like structures, or real estate operating companies whose
businesses and services are related to the real estate industry.
The
Underlying Funds investment strategy is based on the premise that property market fundamentals are
the primary determinant of growth, underlying the success of companies in the real estate industry.
The Underlying Funds investment adviser focuses on companies that can achieve sustainable growth
in cash flow and dividend paying capability. The investment adviser attempts to purchase securities
so that its underlying portfolio will be diversified geographically
and by property type. The Underlying 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
Underlying Funds investments, especially investments in real estate industry companies that hold its
mortgages, may be subject to interest rate risks. When interest rates decline, the value of
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.
B-8
The
Underlying 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 Underlying Funds investments in a particular country may exceed 25% of its investment portfolio.
Other
.
This Underlying 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
Underlying Funds investment objective.
Structured Emerging Markets Equity Fund
Objective.
This Underlying Fund seeks long-term growth of capital. The
Underlying Fund seeks this objective
by investing primarily in the equity securities of emerging country issuers.
Primary
Investment Focus.
The Underlying Fund invests, under normal circumstances, at least 80%
of its Net Assets in a diversified portfolio of equity investments in
emerging country issuers. The Underlying
Fund may allocate its assets among emerging countries as determined by the Underlying Funds
anvestment adviser. The Underlying Funds investment adviser may consider classifications by the
World Bank, the International Finance Corporation or the United Nations and its agencies in
determining whether a country is emerging or developed. Currently, emerging countries include,
among others, Central and South American, African, Asian and Eastern European countries. The
investment adviser currently intends that the Underlying Funds investment focus will be in the following
emerging countries as well as any other emerging country to the extent that foreign investors are
permitted by applicable law to make such investments: Argentina, Brazil, Chile, China, Columbia,
Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Malaysia, Mexico, Morocco,
Pakistan, Peru, Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand and
Turkey.
An emerging country issuer is any company that either: (i) has a class of its securities whose
principal securities market is in an emerging country; (ii) is organized under the laws of, or has
a principal office in, an emerging country; (iii) derives 50% or more of its total revenue from
goods produced, sales made or services provided in one or more emerging countries; or (iv)
maintains 50% or more of its assets in one or more emerging countries. Under normal circumstances,
the Underlying Fund will not invest more than 35% of its Net Assets in securities of issuers in any one
emerging country.
The
Underlying Funds investments are selected using a variety of quantitative techniques, derived from
fundamental research including but not limited to valuation, momentum, profitability and earnings
quality, in seeking to maximize the Underlying Funds expected
return. The Underlying Fund maintains risk, style,
capitalization and industry characteristics similar to the MSCI
®
Provisional Emerging
Markets Index (adjusted for country views). The MSCI
®
Provisional Emerging Markets Index
is a free float-adjusted market capitalization index that is constructed using MSCIs GIMI
Methodology. It is designed to measure equity market performance of the large and mid market
capitalization segments of emerging markets. As of February 2008, the MSCI
®
Provisional
Emerging Markets Index consisted of the following 25 emerging market country indices: Argentina,
Brazil, Chile, China, Columbia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan,
Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia, South Africa,
Taiwan, Thailand and Turkey. The Underlying Fund seeks to maximize expected return while maintaining these and
other characteristics similar to the
B-9
benchmark. Additionally, the QIS teams views of the relative
attractiveness of emerging countries and currencies are considered in
allocating the Underlying Funds assets
among emerging countries.
Other.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered cash equivalents.
Structured International Small Cap Fund
Objective.
This Underlying Fund seeks long-term growth of capital. The
Underlying Fund seeks this objective
through a broadly diversified portfolio of equity investments in small cap companies that are
organized outside the United States or whose securities are principally traded outside the U.S.
Primary Investment Focus.
Thisund invests, under normal circumstances, at least 80%
of its Net Assets in a broadly diversified portfolio of equity investments in small cap non-U.S.
issuers. However, it is currently anticipated that, under normal
circumstances, the Underlying Fund will
invest at least 90% of its Net Assets in such equity investments. These issuers will have public
stock market capitalizations (based upon shares available for trading on an unrestricted basis)
similar to that of the range of the market capitalizations of companies constituting the MSCI
Provisional Small Cap EAFE Index at the time of investment, although
the Underlying Fund is not required to
limit its investments to securities in the MSCI Provisional Small Cap EAFE Index. In addition, if
the market capitalization of a company held by the Underlying Fund
moves outside this range, the Underlying Fund may, but
is not required to, sell the securities. The capitalization range of the MSCI Provisional Small Cap
EAFE Index is currently between approximately $76 million and $8 billion. In addition, these
issuers are organized outside the United States, or have securities that are principally traded
outside the United States.
The
Underlying Funds investments are selected using a variety of quantitative techniques, derived from
fundamental research including but not limited to valuation, momentum, profitability and earnings
quality, in seeking to maximize the Underlying Funds expected
return. The Underlying Fund maintains risk, style,
capitalization and industry characteristics similar to the MSCI Provisional Small Cap EAFE Index.
The MSCI Provisional Small Cap EAFE Index is a free float-adjusted market capitalization index that
is constructed using MSCIs GIMI Methodology. It is designed to measure the equity market
performance of the small market capitalization segment of developed markets, excluding the US and
Canada. As of February 2008, the MSCI Provisional Small Cap EAFE Index consisted of the following
21 developed market country provisional small cap indices: Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand,
Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the
United Kingdom. The Underlying Fund seeks to
maximize expected return while maintaining these and other characteristics similar to the
benchmark.
Other.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered cash equivalents.
International Small Cap Fund
Objective
.
This Underlying Fund seeks long-term capital appreciation. The
Underlying Fund seeks this
objective by investing primarily in the equity securities of small companies around the world,
outside the U.S.
B-10
Primary
Investment Objective
. This Underlying Fund invests, under normal circumstances, at least
80% of
its Net Assets in a diversified portfolio of equity investments in non-U.S.
small-cap companies. These are companies:
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With public stock market capitalizations (based upon shares available for trading on an
unrestricted basis) within $100 million and $4 billion, at the time of investment; and
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That are organized outside the United States or whose securities are principally traded
outside the United States.
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The
Underlying Fund seeks to achieve its investment objective by investing in issuers that are considered
by its investment adviser to be strategically positioned for long-term growth.
The
Underlying Fund may allocate its assets among countries as determined by its investment adviser from
time to time provided that the Underlying Funds assets are invested in at least three foreign countries. The
Underlying Fund expects to invest a substantial portion of its assets in securities of companies in the
developed countries of Western Europe, Japan and Asia. From time to
time, the Underlying Funds investments in
a particular developed country may exceed 25% of its investment
portfolio. In addition, the Underlying Fund
may invest in the securities of issuers located in Australia, Canada, New Zealand and in emerging
countries. Currently, emerging countries include, among others, most Central and South American,
African, Asian and Eastern European nations.
Other
.
This Underlying Fund may invest in the aggregate up to 20% of its Net Assets in equity
investments in companies with public stock market capitalizations outside the market capitalization
range stated on the previous page at the time of investment and in fixed income securities, such as
government, corporate and bank debt obligations. If the market capitalization of a company held by
the Underlying Fund moves outside the range stated on the previous
page, the Underlying Fund may, consistent with its
investment objective, continue to hold the security.
U.S. Equity Dividend and Premium Fund
Objective.
This Underlying Fund seeks to maximize income and total return. The
Underlying Fund seeks this
objective primarily through investment in large-cap U.S. equity securities and S&P 500 Index or
related ETF option call writing.
Primary
Investment Focus.
This Underlying Fund invests, under normal circumstances, at least 80%
of its Net Assets divided-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 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
Underlying Fund uses a variety of quantitative techniques when
selecting investments. The Underlying Fund will
seek to maintain risk, style, capitalization and industry characteristics similar to the S&P 500
Index.
The
Underlying 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
B-11
S&P
500 Index. The Underlying 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 Underlying Funds portfolio is expected to be reduced by
the Underlying Funds sale of call options. The Underlying 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 Underlying Funds annual distribution of net capital gains. In
addition, the Underlying Funds returns will be affected by the capital appreciation and depreciation of the
securities held in its portfolio.
The
Underlying 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 Underlying Funds
portfolio. As the seller of the S&P 500 Index or related ETF
call options, the Underlying 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 Underlying Fund retains the premium. If the purchaser
exercises the option, the Underlying 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 Underlying Fund as the seller of the index or related
ETF call option. The Underlying Fund can also
repurchase the call option prior to the expiration date, ending its obligation. In this case, the
cost of entering into closing purchase transactions will determine the gain or loss realized by the
Underlying Fund.
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.
This Underlying 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 Underlying Fund sells, and unrealized price appreciation, and may use different strategies in seeking
tax-efficiency. These strategies include:
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Limiting portfolio turnover that may result in short-term capital gains
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Selling tax lots of securities that have a higher tax basis before selling tax lots of
securities that have a lower tax basis
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The
Underlying 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
B-12
Underlying Fund will seek to offset the short-term capital gains from option writing by
generating offsetting short term capital losses in the portfolio. 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.
Other.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered cash equivalents.
International Equity Dividend and Premium Fund
Objective
.
This Underlying Fund seeks to maximize total return with an emphasis on income. The
Underlying Fund seeks this 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.
Primary
Investment Focus
. This Underlying 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
Underlying Fund may allocate its assets among countries as determined by its investment adviser from
time to time, provided the Underlying Funds assets are invested
in at least three foreign countries. The Underlying Fund
may invest in the securities of issuers in emerging countries.
The
Underlying Fund uses a variety of quantitative techniques when
selecting investments. The Underlying Fund will
seek to maintain risk, style, capitalization and industry characteristics similar to the MSCI
EAFE
®
Index.
The
Underlying 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 MSCI
EAFE
®
Index. The Underlying 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 Underlying Funds portfolio is expected to be reduced by the
Underlying Funds sale of call options. The Underlying 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
Underlying Funds annual distribution of net capital gains. In
addition, the Underlying Funds returns will be affected
by the capital appreciation and depreciation of the securities held in its portfolio.
The
Underlying 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 Underlying Funds portfolio. As the seller of the index
options or related ETF call options, the Underlying 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
B-13
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 Underlying Fund retains the premium. If the purchaser
exercises the option, the Underlying 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 Underlying Fund as the seller of the index or related ETF call
option. The Underlying Fund can also repurchase the call option prior to the expiration date, ending its
obligation. In this case, the cost of entering into closing purchase transactions will determine
the gain or loss realized by the Underlying Fund.
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 Underlying 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 Underlying Fund
sells, and unrealized price appreciation. Typically the Underlying Fund will realize capital gains from the
options strategy in a declining market. In a rising market the
Underlying Fund does not expect to realize
capital gains from the option strategy. The Underlying Fund may use different strategies in seeking
tax-efficiency. These strategies include:
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Limiting portfolio turnover that may result in short-term capital gains
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Selling tax lots of securities that have a higher tax basis before selling tax lots of
securities that have a lower tax basis
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The
Underlying 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
Underlying Fund will seek to offset the short-term capital gains from option writing by generating offsetting
short-term capital losses in the portfolio.
Other.
This Underlying Funds investments in fixed income securities are limited to securities
that are considered to be cash equivalents.
Short Duration Government Fund
Objective
.
This Underlying Fund seeks a high level of current income and secondarily, in seeking
current income, may also consider the potential for capital appreciation.
B-14
Duration
.
Under normal interest rate conditions, the Underlying Funds duration is expected to
be equal to that of the Underlying Funds benchmark, the Two-Year U.S. Treasury Note Index, plus or minus 0.5
years. (Historically, over the last ten years, the duration of the Two-Year U.S. Treasury Note
Index has been approximately 1.86 years).
Investment
Sector
. This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in U.S. Government Securities and in repurchase agreements collateralized by such
securities. Substantially all of the Underlying Funds Net Assets will be invested in U.S. Government
Securities and instruments based on U.S. Government Securities. 100%
of the Underlying Funds portfolio will
be invested in U.S. dollar-denominated securities.
Credit
Quality
. This Underlying Fund invests in U.S. Government Securities and repurchase
agreements collateralized by such securities.
Core Fixed Income Fund
Objective
.
This Underlying Fund seeks a total return consisting of capital appreciation and
income that exceeds the total return of the Lehman Brothers Aggregate Bond Index.
Duration
.
Under normal interest rate conditions, the Underlying Funds duration is expected to
be equal to that of the Underlying Funds benchmark, the Lehman Brothers Aggregate Bond Index, plus or minus
one year. (Historically, over the last ten years, the duration of the Lehman Aggregate Bond Index
has ranged between 3.79 and 5.04 years).
Investment
Sector
. This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in fixed income securities, including U.S. Government Securities, corporate debt
securities, privately issued mortgage-backed securities and
asset-backed securities. The Underlying Fund may
also invest in custodial receipts, municipal securities and
convertible securities. The Underlying Fund may
also engage in forward foreign currency transactions for both speculative and hedging purposes. The
Underlying Funds investments in non-U.S. dollar denominated obligations (hedged or unhedged against currency
risk) will not exceed 25% of its total assets (not including
securities lending collateral and any investment of that collateral)
measured at the time of purchase
and 10% of the Underlying Funds total
assets may be invested in obligations of issuers in countries with emerging markets or economies.
Additionally, exposure to non-U.S. currencies (unhedged against currency risk) will not exceed 25%
of the Underlying Funds total assets. In pursuing its
investment objective, the Underlying Fund uses the Lehman Brothers
Aggregate Bond Index as its performance benchmark, but the Underlying Fund will not attempt to replicate the
Lehman Brothers Aggregate Bond Index. The Underlying Fund may, therefore, invest in securities that are not
included in the Lehman Brothers Aggregate Bond Index.
Credit Quality
. All securities purchased by the
Underlying Fund will be rated, at the time of purchase, at least BBB-
or Baa3 at the time of purchase by
an nationally recognized statistical rating organization (NRSRO) or, if unrated, will be
determined by its investment adviser to be of comparable quality.
B-15
Global Income Fund
Objective
.
This Underlying Fund seeks a high total return, emphasizing current income, and, to a
lesser extent, providing opportunities for capital appreciation.
The
Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore,
the Underlying 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.
Duration
.
Under normal interest rate conditions, the Underlying Funds duration is expected to
be equal to that of the Underlying Funds benchmark, the Lehman Brothers Global Aggregate Index (USD Hedged),
plus or minus 2.5 years. (Historically, over the last ten years the duration of the Lehman
Brothers Global
Aggregate Index (USD Hedged) has ranged between 4.81 and 5.32 years).
Investment
Sector
. This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in a portfolio of fixed income securities of U.S. and
foreign issuers. The Underlying Fund also
enters into transactions in foreign currencies, typically through the use of forward contracts and
swap contracts. Under normal market conditions, the Underlying Fund will: (i) have at least 30% of its Net
Assets, after considering the effect of currency positions, denominated in U.S. dollars; (ii)
invest in securities of issuers in at least three countries; and (iii) seek to meet its investment
objective by pursuing investment opportunities in foreign and domestic fixed income securities
markets and by engaging in currency transactions to seek to enhance returns and to seek to hedge
its portfolio against currency exchange rate fluctuations.
The
Underlying Fund may invest more than 25% of its total assets in the securities of corporate and
governmental issuers located in each of Canada, Germany, Japan and the United Kingdom as well as in
the securities of U.S. issuers. Not more than 25% of the Underlying Funds total assets will be invested in
securities of issuers in any other single foreign country. The
Underlying Fund may also invest up to 10% of
its total assets in issuers in emerging countries.
The
fixed income securities in which the Underlying Fund may invest include: (i) U.S. Government
Securities and custodial receipts therefor; (ii) securities issued or guaranteed by a foreign
government or any of its political subdivisions, authorities, agencies, instrumentalities or by
supranational entities; (iii) corporate debt securities; (iv) certificates of deposit and bankers
acceptances issued or guaranteed by, or time deposits maintained at, U.S. or foreign banks (and
their branches wherever located) having total assets of more than $1 billion; (v) commercial paper;
and (vi) mortgage-backed and asset-Backed securities.
Credit
Quality
. All securities purchased by the Underlying Fund will be rated, at the time of
purchase, at least BBB- or Baa3 by an NRSRO. However, the Underlying Fund will invest at least 50% of its
total assets in securities rated, at the time of purchase, AAA or Aaa by an NRSRO. Unrated
securities will be determined by the Underlying Funds investment adviser to be of comparable quality.
B-16
High Yield Fund
Objective
.
This Underlying Fund seeks a high level of current income and may also consider the
potential for capital appreciation.
Duration
.
Under normal interest rate conditions, the Underlying Funds duration is expected to
be equal to that of the Lehman Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped,
plus or minus 2.5 years. (Historically, over the last ten years, the duration of the Lehman
Brothers U.S. Corporate High Yield Bond Index -2% Issuer Capped has ranged between 4.3 and 4.8
years). The duration of the Underlying Funds high yield
portfolio does not accurately represent the Underlying Funds
sensitivity to interest rates.
Investment
Sector
. This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in high-yield, fixed income securities that, at the time of purchase, are non-investment
grade securities. Non-investment grade securities are securities rated BB, Ba or below by a NRSRO,
or, if unrated, determined by the Underlying Funds investment adviser to be of comparable quality.
The Underlying Fund may invest in all types of fixed income securities, including: senior and subordinated
corporate debt obligations (such as bonds, debentures, notes and commercial paper), convertible and
non-convertible corporate debt obligations, loan participations, custodial receipts, municipal
securities and preferred stock. The Underlying Fund may invest up to 25% of its total assets in obligations
of domestic and foreign issuers which are denominated in currencies other than the U.S. dollar and
in securities of issuers located in emerging countries denominated in any currency. However, to the
extent that the investment adviser has entered into transactions that are intended to hedge the
Underlying Funds position in a non-dollar denominated obligation against currency risk, such obligation will
not be counted when calculating compliance with the 25% limitation on obligations in non-U.S.
currency.
Under
normal market conditions, the Underlying Fund may invest up to 20% of its Net Assets in investment
grade fixed income securities, including U.S. Government Securities.
The Underlying Fund may also invest in
common stocks, warrants, rights and other equity securities, but will generally hold such equity
investments only when debt or preferred stock of the issuer of such equity securities is held by
the Underlying Fund or when the equity securities are received by the
Underlying Fund in connection with a corporate
restructuring of an issuer.
Credit
Quality
. This Underlying Fund invests at least 80% of its Net Assets in securities rated
BB or Ba or lower at the time of purchase or, if unrated, determined by its investment adviser to
be of comparable quality.
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 generally involve greater price
volatility and greater risk of loss of principal and interest than
higher rated securities. The Underlying Fund may purchase the securities of
issuers that are in default.
Emerging Markets Debt Fund
Objective
:
This Underlying Fund seeks a high level of total return consisting of income and
capital appreciation.
The
Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore,
the Underlying 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.
B-17
Duration
: Under normal interest rate conditions, the Underlying Funds duration is expected to be
equal to that of the Underlying Funds benchmark, the J.P. Morgan EMBI Global Diversified Index, plus or minus
2 years. (Historically, over the last ten years the duration of J.P. Morgan EMBI Global
Diversified Index has ranged between 4.28 and 7.33 years).
Investment Sector
: This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in fixed income securities of issuers located in emerging countries. The Underlying
Funds investment adviser may consider, but is not bound by, classifications by the World Bank, the
International Finance Corporation or the United Nations and its agencies in determining whether a
country is emerging or developed. Currently, Emerging Countries include, among others, most
African, Asian, Eastern European, Middle Eastern, South and Central American nations. The
investment adviser currently intends that the Underlying Funds investment focus will be in the following
emerging countries: Argentina, Brazil, Colombia, Ecuador, Egypt, Malaysia, Mexico, Peru, The
Philippines, Poland, Russia, South Africa, Turkey, Ukraine, Venezuela as well as other emerging
countries to the extent that foreign investors are permitted by applicable law to make such
investments.
The Underlying Fund may invest in all types of emerging country fixed income securities, including the
following: Brady bonds and other debt issued by governments, their agencies and instrumentalities,
or by their central banks; interests issued by entities organized and operated for the purpose of
restructuring the investment characteristics of instruments issued by emerging country issuers;
fixed and floating rate, senior and subordinated corporate debt obligations (such as bonds,
debentures, notes and commercial paper); loan participations; and repurchase agreements with
respect to the foregoing.
The majority of the countries in which the Underlying Fund invests will have sovereign ratings that are
below investment grade or are unrated. Moreover, to the extent the Underlying Fund invests in corporate or
other privately issued debt obligations, many of the issuers of such obligations will be smaller
companies with stock market capitalizations of $1 billion or less at the time of investment.
Although a majority of the Underlying Funds assets may be denominated in U.S. Dollars, the Underlying Fund may invest in
securities denominated in any currency and may be subject to the risk of adverse currency
fluctuations.
Additionally, the Underlying Fund intends to use structured securities or derivatives, including but not
limited to credit linked notes, financial future contracts, forward contracts and swap contracts to
gain exposure to certain countries or currencies.
Credit Quality
: Fixed income securities purchased by the Underlying Fund will be rated at the
time of purchase at least D by Standard & Poors Rating Group (Standard & Poors) or C by
Moodys Investors Service, Inc. (Moodys).
Non-investment grade fixed income securities (commonly known as junk bonds) tend to offer
higher yields than higher-rated securities with similar maturities. Non-investment grade securities
are, however, considered speculative and generally involve greater price volatility and greater
risk of loss of principal and interest than more highly rated securities. The Underlying Fund may purchase the
securities of issuers that are in default.
B-18
Local Emerging Markets Debt Fund
Objective:
This Underlying Fund seeks a high level of total return consisting of income and
capital appreciation.
The Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore, the Underlying 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.
Duration
: Under normal interest rate conditions, the Underlying Funds duration is expected to be
one to six years.
Investment Sector
: This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in sovereign and corporate debt of issuers located in emerging countries denominated in
the local currency of such emerging countries or in currencies of such emerging countries, which
may be represented by forwards or other derivatives that may have interest rate exposure. Sovereign
debt for this Underlying Fund consists of fixed income securities issued by a national government within a
given country denominated in the currency of that country, and may also include nominal and real
inflation-linked securities. Currency investments, particularly longer-dated forward contracts,
provide the Underlying Fund with economic exposure similar to investments in sovereign and corporate debt with
respect to currency and interest rate exposure.
The Underlying Funds investment adviser may consider, but is not bound by, classifications by
the World Bank, the International Finance Corporation or the United Nations and its agencies in
determining whether a country is emerging or developed. Currently, emerging countries include,
among others, most African, Asian, Eastern European, Middle Eastern, South and Central American
nations. The investment adviser currently intends that the Underlying Funds investment focus will be in the
following emerging countries: Argentina, Botswana, Brazil, Chile, China, Colombia, Czech Republic,
Dominican Republic, Egypt, Estonia, Ghana, Hong Kong, Hungary, India, Indonesia, Kazakstan, Kenya,
Latvia, Lithuania, Malawi, Malaysia, Mauritius, Mexico, Nigeria, Peru, The Philippines, Poland,
Romania, Russia, Serbia, Slovakia, Slovenia, South Africa, South Korea, Sri Lanka, Taiwan,
Tanzania, Thailand, Turkey, Uganda, Ukraine, United Arab Emirates, Uruguay, Venezuela, Vietnam and
Zambia, as well as other emerging countries to the extent that foreign investors are permitted by
applicable law to make such investments.
The Underlying Fund may invest in all types of emerging country fixed income securities, including the
following: Brady bonds and other debt issued by governments, their agencies and instrumentalities,
or by their central banks, interests issued by entities organized and operated for the purpose of
restructuring the investment characteristics of instruments issued by emerging country issuers,
fixed and floating rate, senior and subordinated corporate debt obligations (such as bonds,
debentures, notes and commercial paper), loan participations, and repurchase agreements with
respect to the foregoing.
Many of the countries in which the Underlying Fund invests will have sovereign ratings that are below
investment grade or are unrated. Moreover, to he extent the Underlying Fund invests in corporate or other
privately issued debt obligations, many of the issuers of such obligations will be smaller
companies with stock market capitalizations of $1 billion or less at the time of investment.
Although a majority of the Underlying Funds
B-19
assets will be denominated in non-U.S. Dollars, the Underlying Fund may
invest in securities denominated in the U.S. Dollar.
The
Underlying Funds investment adviser intends to use structured
securities and derivative instruments to attempt to improve the
performance of the Underlying Fund or to gain exposure to certain
countries or currencies in the Underlying Funds investment
portfolio in accordance with its investment objective.
These instruments include
credit linked notes, financial futures contracts, forward contracts and swap
transactions, as well as other types of derivatives or structured
securities. The Underlying Funds investments in these
instruments may be significant. These transactions may result in
substantial realized and unrealized capital gains and losses relative
to the gains and losses from the Underlying Funds investment in
bonds and other securities. Short-term and long-term realized capital
gains distributions paid by the Underlying Fund are taxable to its
shareholders.
Credit Quality
: Fixed income securities purchased by the Underlying Fund will be rated at the
time of purchase at least D by Standard & Poors or C by Moodys or by another NRSRO or, if
unrated, determined by its investment adviser to be of comparable quality.
Other
: The Underlying Fund may invest in the aggregate up to 20% of its Net Assets in
investments other than emerging country fixed income securities, currency investments and related
derivatives, including (without limitation) equity securities and fixed income securities, such as
government, corporate and bank debt obligations, of developed country issuers.
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.
Government Income Fund
Objective.
This Underlying Fund seeks a high level of current income, consistent with safety of
principal.
Duration.
Under normal interest rate conditions, this Underlying Funds duration is expected to
be equal to that of the Underlying Funds benchmark, the Lehman Brothers Government/Mortgage Index plus or
minus one year. (Historically, over the last ten years, the duration of the Lehman Brothers
Government/Mortgage Index has ranged between 2.99 and 4.87 years).
Investment Sector.
This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in U.S. Government Securities and in repurchase agreements collateralized by such
securities. The remainder of the Underlying Funds Net Assets (up to 20%) may be invested in non-government
securities such as privately issued adjustable rate and fixed rate mortgage loans or other
mortgage-related securities, asset-backed securities and corporate securities. 100% of the Underlying Funds
portfolio will be invested in U.S. dollar-denominated securities.
Credit
Quality.
This Underlying Fund will invest in U.S. Government
Securities. The Underlying Fund may also invest in non-U.S.
Government Securities rated AAA or Aaa by a NRSRO at the time of purchase or, if unrated,
determined by its investment adviser to be of comparable quality.
Investment Grade Credit Fund
Objective.
This Underlying Fund seeks a high level total return consisting of capital
appreciation and income that exceeds the total return of the Underlying Funds benchmark, the Lehman Brothers
U.S. Credit Index.
Duration.
Under normal interest rate conditions, this Underlying Funds duration is expected to
be equal to that of the Lehman Brothers U.S. Credit Index plus or minus one year. (Historically,
over the last ten years, the duration of the Lehman Brothers U.S. Credit Index has ranged between
5.49 and 6.22 years)
.
B-20
Investment Sector.
The Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets 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 or at least Baa3 by
Moodys, have a comparable rating by another NRSRO or, if unrated, are determined by its investment
adviser to be of comparable quality. The Underlying Fund may invest in corporate securities, U.S. Government
Securities, Mortgaged-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.
Although the Underlying Fund may invest without limit in foreign securities, the Underlying Funds investments in
non-U.S. dollar denominated obligations (hedged or unhedged against currency risk) will not exceed
25% of its total assets at the time of investment, and 10% of the Underlying Funds total assets may be
invested in obligations of emerging countries. Additionally, exposure to non-U.S. currencies
(unhedged against currency risk) will not exceed 25% of the Underlying Funds total assets. In pursuing its
investment objective, the Underlying Fund uses the Lehman Brothers U.S. Credit Index as its performance
benchmark, but the Underlying Fund will not attempt to replicate the Lehman Brothers U.S. Credit Index. The
Underlying Fund may, therefore, invest in securities that are not included in the Lehman Brothers U.S. Credit
Index.
Credit Quality.
All securities purchased by the Underlying Fund will be rated, at the time of
purchase, at least BBB- or Baa3 by a NRSRO, or if unrated, determined by its investment adviser to
be of comparable quality.
Ultra-Short Duration Government Fund
Objective.
This Underlying Fund seeks to provide a high level of current income, consistent with
low volatility of principal.
Duration.
Under normal interest rate conditions, this Underlying Funds duration is expected to
be equal to that of the Six-Month U.S. Treasury Bill Index to One-Year U.S. Treasury Note Index.
(Historically, over the last ten years, the duration of the Six-Month U.S. Treasury Bill Index/One
Year U.S. Treasury Note Index has been approximately 0.75 years).
Investment Sector.
This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in U.S. Government Securities, including securities representing an interest in or
collateralized by adjustable rate and fixed rate mortgage loans or other mortgage-related
securities, and in repurchase agreements collateralized by U.S. Government Securities. The
remainder of the Underlying Funds Net Assets (up to 20%) may be invested in other non-government securities.
100% of the Underlying Funds portfolio will be invested in U.S. dollar-denominated securities.
Credit Quality.
This Underlying Fund invests in U.S. Government Securities and repurchase
agreements collateralized by such securities. The Underlying Fund will also invest in non-U.S. Government
Securities rated AAA or Aaa by a NRSRO at the time of purchase, or if unrated, determined by its
investment adviser to be of comparable quality.
B-21
U.S. Mortgages Fund
Objective.
This Underlying Fund seeks a high level of total return consisting of income and
capital appreciation.
Duration.
Under normal interest rate conditions, this Underlying Funds duration is expected to
be equal to that of the Underlying Funds benchmark, the Lehman Brothers Securitized Index plus or minus .5
years. (Historically, over the last ten years, the duration of the Lehman Brothers Securitized
Index has ranged between 0.97 and 4.51 years).
Investment Sector.
This Underlying Fund invests, under normal circumstances, at least 80% of its
Net Assets in securities representing direct or indirect interests in or that are collateralized by
mortgage-backed securities. The Underlying Fund may also invest in mortgage dollar rolls, U.S. Government
Securities and asset-backed securities.
Credit Quality.
All securities purchased by the Underlying Fund will be rated, at the time of
purchase, at least BBB- or Baa3 by a NRSRO, or if unrated, determined by its investment adviser to
be of comparable quality.
Commodity Strategy Fund
Objective.
This Underlying Fund seeks long-term total return. In pursuing this objective, the
Underlying Fund seeks to maintain substantial economic exposure to the performance of the commodities markets.
The Underlying Fund invests in a portfolio of commodity index-linked securities (including leveraged and
unleveraged structured notes), other commodity-linked securities and derivative instruments that
provide exposure to the performance of the commodities markets, and in other fixed income and debt
instruments. The Underlying 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 Underlying Funds investments will produce leveraged
exposure to the commodities markets. Under normal circumstances, the Underlying Fund invests at least 25% of
its assets in commodity-linked structured notes.
This Underlying Fund is non-diversified under the Act, and may invest more of its assets in fewer
issuers than diversified mutual funds. Therefore, this Underlying 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.
Primary Investment Focus.
This Underlying 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 GSCI on the basis of liquidity and are weighted by their respective world production
quantities. In pursuing its objective, the Underlying 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
B-22
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 Underlying Fund invests in commodity-linked derivative instruments such as commodity-linked
structured notes. The Underlying Fund invests in commodity-linked notes that pay a return linked to the
performance of a commodities index or basket of futures contracts with respect to all of the
commodities in an index. The principal and/or interest payments of commodity-linked derivatives are
tied to the value of a real asset or commodity index. Structured notes may be structured by the
issuer and the purchaser of the note. The notes are derivative debt instruments with principal
payments generally linked to the value of commodities, commodity futures contracts or the
performance of commodity indices and interest and coupon payments pegged to a market-based interest
rate, such as LIBOR or a banks prime rate. The value of these notes will rise or fall in response
to changes in the underlying commodity or related index or investment. These notes expose the Underlying Fund
economically to movements in commodity prices. The Underlying Fund will pursue its objective without directly
investing in commodities. The Underlying 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.
This Underlying Fund invests in investment grade fixed income
securities. Investment grade securities are securities that are rated at the time of purchase at
least BBB by Standard & Poors or at least Baa3 by Moodys, have a comparable rating by another
NRSRO or, if unrated, are determined by its investment adviser to be of comparable quality. The
Underlying Fund may invest in corporate securities, U.S. Government Securities, Mortgaged-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. The average
duration will vary. The Underlying Fund may
invest up to 25% of its net assets in foreign securities. In addition, the Underlying Fund may invest up to
10% of its assets in non-investment grade fixed income securities. The structured securities and
commodity-linked derivative securities may also be considered fixed income investments because they
typically pay a predetermined rate of return until the security matures.
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
Underlying Fund may purchase the securities of issuers that are in default.
Other
. This Underlying Fund will also invest in options, futures, options on futures and swaps.
The Underlying Fund will primarily allocate its assets between fixed income and other debt securities and
commodity-linked
instruments. In pursuing its investment objective, the Underlying Fund uses the GSCI as its performance
benchmark and will attempt to produce returns that correspond to the performance of the GSCI, but
the Underlying Fund will not attempt to replicate the index. The Underlying Fund may, therefore, invest in securities
that are not included in the GSCI.
B-23
The Underlying Fund will not invest 25% or more of its total assets in instruments issued by companies in
any one industry. The Underlying 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 Underlying Funds exposure is
concentrated will likewise change.
As of February 12, 2007, the GSCI included 24 commodities in five broad sectors: energy,
industrial metals, precious metals, agricultural products, and livestock products.
Financial Square Prime Obligations Fund
Objective
. This Underlying Fund seek to maximize current income to the extent consistent with
the preservation of capital and the maintenance of liquidity by investing exclusively in high
quality money market instruments.
Primary Investment Focus
. This Underlying Fund invests in in U.S. Government Securities,
obligations of U.S. banks, commercial paper and other short-term obligations of U.S. companies,
states, municipalities and other entities and repurchase agreements. Securities purchased by the
Underlying Fund will be determined by its investment adviser to present minimal credit risks, and will have
remaining maturities (as determined in accordance with regulatory requirements) of 13 months or
less at the time of purchase. The dollar-weighted average maturity of the Underlying Fund will not exceed 90
days.
Other
. The investments of this Underlying Fund are limited by regulations applicable to money
market funds as described in its prospectus, and do not include many of the types of investments
that are permitted for the other Underlying Funds. Although this Underlying Fund attempts to maintain a
stable net asset value of $1.00 per share, there is no assurance that it will be able to do so on a
continuous basis. Like investments in the other Underlying Funds, an investment in this Underlying Fund is
neither insured nor guaranteed by the U.S. Government or any governmental authority.
DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES
The Ultra-Short Duration Government Fund, Short Duration Government Fund, U.S. Mortgages Fund,
Government Income Fund, U.S. Equity Dividend and Premium Underlying Fund and Financial Square Prime
Obligations Fund invest in U.S. Government Securities and related repurchase agreements, and none
of these Underlying Funds make foreign investments. The investments of the Financial Square Prime Obligations
Fund are limited by SEC regulations applicable to money market funds as described in its
prospectus, and do not include many of the types of investments discussed below that are permitted
for the other Underlying Funds. With these exceptions, and the further exceptions noted below, the
following description applies generally to the Underlying Funds.
An Underlying Funds investment adviser uses derivative instruments to manage the duration of
an Underlying Fixed Income Funds investment portfolio in accordance with its respective target
duration. These derivative instruments include financial futures contracts and swap transactions,
as well as other types of derivatives. The Underlying Funds investments in derivative
instruments, including financial futures contracts and swaps, can be significant. These
transactions can result in sizeable realized and unrealized capital gains and losses relative to
the gains and losses from the
B-24
Underlying Funds investments in bonds and other securities. Short-term and
long-term realized capital gains distributions paid by the Underlying Funds are taxable to their shareholders.
Financial futures contracts used by an Underlying Fixed Income Fund include interest rate futures
contracts including, among others, Eurodollar futures contracts. Eurodollar futures contracts are
U.S. dollar-denominated futures contracts that are based on the implied forward London Interbank
Offered Rate (LIBOR) of a three-month deposit. Further information is included below regarding
futures contracts, swaps and other derivative instruments used by an Underlying Fixed Income Fund,
including information on the risks presented by these instruments and other purposes for which they
may be used by an Underlying Fixed Income Fund.
Interest rates, fixed income securities prices, the prices of futures and other derivatives,
and currency exchange rates can be volatile, and a variance in the degree of volatility or in the
direction of the market from the Investment Advisers expectations may produce significant losses
in an Underlying Fixed Income Funds investments in derivatives. In addition, a perfect
correlation between a derivatives position and a fixed income security position is generally
impossible to achieve. As a result, the Investment Advisers use of derivatives may not be
effective in fulfilling the Investment Advisers investment strategies and may contribute to losses
that would not have been incurred otherwise.
As stated in the Prospectuses, the Portfolios may also invest a portion of their assets in
high quality, short-term debt obligations and engage in certain other investment practices.
Further information about the Underlying Funds and their respective investment objectives and
policies is included in their respective prospectuses and Statements of Additional Information.
There is no assurance that any Portfolio or Underlying Fund will achieve its objective.
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 Commodity Strategy Funds 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
B-25
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 Underlying Funds investments may be expected to underperform an investment in
traditional securities. Over the long term, the returns on the Underlying Funds investments are expected to
exhibit low or negative correlation with stocks and bonds.
With respect to the Commodity Strategy Fund, its 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 its investment adviser may make allocations that
differ from the weightings in the GSCI.
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 Prospectuses (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 Underlying 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.
Structured Notes
The Commodity Strategy Fund may invest in structured notes. In one type of structured note in
which the Commodity Strategy Fund may 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.
With respect to the Commodity Strategy Fund, the amount payable at maturity, early redemption or
knockout (as defined below) of the note will depend directly on the performance of the GSCI
Index. 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 will be
payable 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 Index 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 Commodity
Strategy 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.
B-26
With respect to a second type of structured note in which the Commodity Strategy 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 Index, with weightings of the
different commodities similar to the weightings in the GSCI Index. 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 will be payable 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 Commodity Strategy 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.
Corporate Debt Obligations
Each Underlying Fund (other than the Short Duration Government Fund and Financial Square Prime
Obligations Fund) may, under normal market conditions, invest in corporate debt obligations,
including obligations of industrial, utility and financial issuers. Corporate debt obligations
include bonds, notes, debentures and other obligations of corporations to pay interest and repay
principal. Structured Large Cap Value Fund, Structured Large Cap Growth Fund, Structured Small Cap
Equity Fund, Structured International Equity Fund, Structured Emerging Markets Equity Fund,
Structured International Small Cap Fund, International Equity Dividend and Premium Fund and U.S.
Equity Dividend and Premium 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
B-27
having an adverse impact on the market value of junk bonds will have an adverse effect on
an Underlying Funds net asset value to the extent it invests in such securities. In addition, an
Underlying 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 an Underlying Fund to dispose of a
particular security when necessary to meet its 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 for an Underlying Fund 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 an Underlying 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 an Underlying Fund 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 an Underlying Funds net asset value.
Fixed income securities rated BBB or Baa are considered medium-grade obligations with
speculative characteristics, and adverse economic conditions or changing circumstances may weaken
their issuers capacity to pay interest and repay principal. Medium to lower rated and comparable
non-rated securities tend to offer higher yields than higher rated securities with the same
maturities because the historical financial condition of the issuers of such securities may not
have been as strong as that of other issuers. Since medium to lower rated securities generally
involve greater risks of loss of income and principal than higher rated securities, investors
should consider carefully the relative risks associated with investment in securities which carry
medium to lower ratings and in comparable unrated securities. In addition to the risk of default,
there are the related costs of recovery on defaulted issues. The investment advisers of the
Underlying Funds will attempt to reduce these risks through portfolio diversification and by
analysis of each issuer and its ability to make timely payments of income and principal, as well as
broad economic trends and corporate developments. The investment adviser for each Underlying Fund
continually monitors the investments in the Underlying Funds
portfolio and evaluates whether to dispose of or to retain corporate debt obligations whose credit
ratings or credit quality may have changed.
B-28
The investment adviser for an Underlying Fund 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 the Underlying
Funds portfolio and evaluates whether to dispose of or to retain corporate debt obligations whose
credit ratings or credit quality may have changed.
Commercial Paper and Other Short-Term Corporate Obligations
. Certain of the
Underlying Funds may invest in commercial paper and other short-term obligations payable in U.S.
dollars and issued or guaranteed by U.S. corporations, non-U.S. corporations or other entities.
Commercial paper represents short-term unsecured promissory notes issued in bearer form by banks or
bank holding companies, corporations and finance companies.
Trust Preferreds
. Certain of the Underlying Funds may invest in trust preferred
securities. A trust preferred or capital security is a long dated bond (for example 30 years) with
preferred features. The preferred features are that payment of interest can be deferred for a
specified period without initiating a default event. From a bondholders viewpoint, the securities
are senior in claim to standard preferred but are junior to other bondholders. From the issuers
viewpoint, the securities are attractive because their interest is deductible for tax purposes like
other types of debt instruments.
High Yield Securities
. Certain of the Underlying Funds may invest in bonds rated BB
or below by Standard & Poors or Ba or below by Moodys (or comparable rated and unrated
securities). These bonds are commonly referred to as junk bonds and are considered speculative.
The ability of their issuers to make principal and interest payments may be questionable. In some
cases, such bonds may be highly speculative, have poor prospects for reaching investment grade
standing and be in default. As a result, investment in such bonds will entail greater risks than
those associated with investment grade bonds (
i.e.
, bonds rated AAA, AA, A or BBB by Standard and
Poors or Aaa, Aa, A or Baa by Moodys). Analysis of the creditworthiness of issuers of high yield
securities may be more complex than for issuers of higher quality debt securities, and the ability
of an Underlying Fund to achieve its investment objective may, to the extent of its investments in
high yield securities, be more dependent upon such creditworthiness analysis than would be the case
if the Underlying Fund were investing in higher quality securities. See Appendix A to this SAI 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
B-29
react primarily to fluctuations in the general level of interest rates. Issuers of such high
yield securities are often highly leveraged, and may not be able to make use of more traditional
methods of financing. Their ability to service debt obligations may be more adversely affected
than issuers of higher rated securities by economic downturns, specific corporate or governmental
developments or the issuers inability to meet specific projected business forecasts. These
non-investment grade securities also tend to be more sensitive to economic conditions than
higher-rated securities. Negative publicity about the junk bond market and investor perceptions
regarding lower-rated securities, whether or not based on fundamental analysis, may depress the
prices for such securities.
Since investors generally perceive that there are greater risks associated with non-investment
grade securities of the type in which the Underlying Funds may invest, the yields and prices of
such securities may tend to fluctuate more than those for higher-rated securities. In the lower
quality segments of the fixed income securities market, changes in perceptions of issuers
creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in
higher quality segments of the fixed income securities market, resulting in greater yield and price
volatility.
Another factor which causes fluctuations in the prices of high yield, fixed income securities
is the supply and demand for similarly rated securities. In addition, the prices of fixed income
securities fluctuate in response to the general level of interest rates. Fluctuations in the
prices of portfolio securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in an Underlying Funds net asset value.
The risk of loss from default for the holders of high yield, fixed income securities is
significantly greater than is the case for holders of other debt securities because such high
yield, fixed income securities are generally unsecured and are often subordinated to the rights of
other creditors of the issuers of such securities. Investment by an Underlying Fund in already
defaulted securities poses an additional risk of loss should nonpayment of principal and interest
continue in respect of such securities. Even if such securities are held to maturity, recovery by
an Underlying Fund of its initial investment and any anticipated income or appreciation is
uncertain. In addition, an Underlying Fund may incur additional expenses to the extent that it is
required to seek recovery relating to the default in the payment of principal or interest on such
securities or otherwise protect its interests. An Underlying Fund may be required to liquidate
other portfolio securities to satisfy the Underlying Funds annual distribution obligations in
respect of accrued interest income on securities which are subsequently written off, even though
the Underlying Fund has not received any cash payments of such interest.
The secondary market for high yield, fixed income securities is concentrated in relatively few
markets and is dominated by institutional investors, including mutual funds, insurance companies
and other financial institutions. Accordingly, the secondary market for such securities is not as
liquid as and is more volatile than the secondary market for higher-rated securities. In addition,
the trading
volume for high-yield, fixed income securities is generally lower than that of higher rated
securities and the secondary market for high yield, fixed income securities could contract under
adverse market or economic conditions independent of any specific adverse changes in the condition
of a particular issuer. These factors may have an adverse effect on the ability of an Underlying
Fund to dispose of particular portfolio investments. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the prices used in
calculating an Underlying Funds net
B-30
asset value. A less liquid secondary market also may make it
more difficult for an Underlying Fund to obtain precise valuations of the high yield securities in
its portfolio.
The adoption of new legislation could adversely affect the secondary market for high yield
securities and the financial condition of issuers of these securities. The form of any future
legislation, and the probability of such legislation being enacted, is uncertain.
Non-investment grade or high-yield, fixed income securities also present risks based on
payment expectations. High yield, fixed income securities frequently contain call or buy-back
features which permit the issuer to call or repurchase the security from its holder. If an issuer
exercises such a call option and redeems the security, an Underlying Fund may have to replace
such security with a lower-yielding security, resulting in a decreased return for investors. In
addition, if an Underlying Fund experiences unexpected net redemptions of its shares, it may be
forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of
the Underlying Funds portfolio and increasing the exposure of the Underlying Fund to the risks of
high-yield securities.
Credit ratings issued by credit rating agencies are designed to evaluate the safety of
principal and interest payments of rated securities. They do not, however, evaluate the market
value risk of non-investment grade securities and, therefore, may not fully reflect the true risks
of an investment. In addition, credit rating agencies may or may not make timely changes in a
rating to reflect changes in the economy or in the conditions of the issuer that affect the market
value of the security. Consequently, credit ratings are used only as a preliminary indicator of
investment quality. Investments in non-investment grade and comparable unrated obligations will be
more dependent on the credit analysis of an Underlying Funds investment adviser than would be the
case with investments in investment-grade debt obligations. An Underlying Funds investment
adviser employs its own credit research and analysis, which includes a study of an issuers
existing debt, capital structure, ability to service debt and to pay dividends, sensitivity to
economic conditions, operating history and current trend of earnings. The Underlying Funds
investment adviser monitors the investments in an Underlying Funds portfolio and evaluates whether
to dispose of or to retain non-investment grade and comparable unrated securities whose credit
ratings or credit quality may have changed.
Loan Participations
. The High Yield Fund, Local Emerging Markets Debt Fund, Emerging
Markets Debt Fund and Investment Grade Credit Fund may invest in loan participations. A loan
participation is an interest in a loan to a U.S. or foreign company or other borrower which is
administered and sold by a financial intermediary. In a typical corporate loan syndication, a
number of lenders, usually banks (co-lenders), lend a corporate borrower a specified sum pursuant
to the terms
and conditions of a loan agreement. One of the co-lenders usually agrees to act as the agent bank
with respect to the loan.
Participation interests acquired by the High Yield Fund, Local Emerging Markets Debt Fund,
Emerging Markets Debt Fund, or Investment Grade Credit Fund may take the form of a direct or
co-lending relationship with the corporate borrower, an assignment of an interest in the loan by a
co-lender or another participant, or a participation in the sellers share of the loan. When the
High Yield Fund, Local Emerging Markets Debt Fund, Emerging Markets Debt Fund, or Investment Grade
Credit Fund acts as co-lender in connection with a participation interest or when the High Yield
Fund, Local
B-31
Emerging Markets Debt Fund, Emerging Markets Debt Fund, or Investment Grade Credit Fund
acquires certain participation interests, the Underlying Fund will have direct recourse against the
borrower if the borrower fails to pay scheduled principal and interest. In cases where the High
Yield Fund, Local Emerging Markets Debt Fund, Emerging Markets Debt Fund, or Investment Grade
Credit Fund lacks direct recourse, it will look to the agent bank to enforce appropriate credit
remedies against the borrower. In these cases, the High Yield Fund, Local Emerging Markets Debt
Fund, Emerging Markets Debt Fund, or Investment Grade Credit Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if the Underlying Fund
had purchased a direct obligation (such as commercial paper) of such borrower. For example, in the
event of the bankruptcy or insolvency of the corporate borrower, a loan participation may be
subject to certain defenses by the borrower as a result of improper conduct by the agent bank.
Moreover, under the terms of the loan participation, the High Yield Fund, Local Emerging Markets
Debt Fund, Emerging Markets Debt Fund, or Investment Grade Credit Fund may be regarded as a
creditor of the agent bank (rather than of the underlying corporate borrower), so that the High
Yield Fund, Local Emerging Markets Debt Fund, Emerging Markets Debt Fund, or Investment Grade
Credit Fund may also be subject to the risk that the agent bank may become insolvent. The
secondary market, if any, for these loan participations is limited and any loan participations
purchased by the High Yield Fund, Local Emerging Markets Debt Fund, Emerging Markets Debt Fund, or
Investment Grade Credit Fund will normally be regarded as illiquid.
For purposes of certain investment limitations pertaining to diversification of the High Yield
Funds, Local Emerging Markets Debt Funds, Emerging Markets Debt Funds, or Investment Grade
Credit Funds portfolio investments, the issuer of a loan participation will be the underlying
borrower. However, in cases where the High Yield Fund, Local Emerging Markets Debt Fund, Emerging
Markets Debt Fund, or Investment Grade Credit Fund do not have recourse directly against the
borrower, both the borrower and each agent bank and co-lender interposed between the Underlying
Fund and the borrower will be deemed issuers of a loan participation.
Obligations of the United States, Its Agencies, Instrumentalities and Sponsored Enterprises
Each Underlying Fund may invest in U.S. Government securities which are obligations issued or
guaranteed by the U.S. Government and its agencies, instrumentalities or sponsored enterprises
(U.S. Government Securities). Some U.S. Government Securities (such as Treasury bills, notes and
bonds, which differ only in their interest rates, maturities and times of issuance) are supported
by the full faith and credit of the United States. Others, such as obligations issued or
guaranteed by U.S.
government agencies, instrumentalities or sponsored enterprises, are supported either by
(i) the right of the issuer to borrow from the U.S. Treasury, (ii) the discretionary authority of
the U.S. government to purchase certain obligations of the issuer or (iii) only the credit of the
issuer. The U.S. government is under no legal obligation, in general, to purchase the obligations
of its agencies, instrumentalities or sponsored enterprises. No assurance can be given that the
U.S. government will provide financial support to the U.S. government agencies, instrumentalities
or sponsored enterprises in the future.
U.S. Government Securities include (to the extent consistent with the Act) securities for
which the payment of principal and interest is backed by an irrevocable letter of credit issued by
the U.S. government, or its agencies, instrumentalities or sponsored enterprises. U.S. Government
Securities may also include (to the extent consistent with the Act) participations in loans made to
foreign
B-32
governments or their agencies that are guaranteed as to principal and interest by the U.S.
government or its agencies, instrumentalities or sponsored enterprises. The secondary market for
certain of these participations is extremely limited. In the absence of a suitable secondary
market, such participations are regarded as illiquid.
Each Underlying Fund may also purchase U.S. Government Securities in private placements,
subject to the Underlying Funds limitation on investment in illiquid securities. The Underlying
Funds may also invest in separately traded principal and interest components of securities
guaranteed or issued by the U.S. Treasury that are traded independently under the separate trading
of registered interest and principal of securities program (STRIPS).
Treasury Inflation-Protected Securities
. Certain Underlying Funds 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 an Underlying Fund
holds TIPS, an Underlying 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 an Underlying Fund holding TIPS will not
receive
cash representing the increase at that time. As a result, an Underlying Fund could be required at
times to liquidate other investments, including when it is not advantageous to do so, in order to
satisfy its distribution requirements as a regulated investment company.
If an Underlying Fund invests in Treasury-inflation protected securities (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 an Underlying Fund purchases such inflation
protected securities that are issued in stripped form either as stripped bonds or coupons, it will
be treated as if it had purchased a newly issued debt instrument having original issue discount.
Because an Underlying Fund is required to distribute substantially all of its net investment
income (including accrued original issue discount), an Underlying Funds investment in either zero
coupon bonds or TIPS may require an Underlying Fund to distribute to shareholders an amount greater
B-33
than the total cash income it actually receives. Accordingly, in order to make the required
distributions, an Underlying Fund may be required to borrow or liquidate securities.
Bank Obligations
Certain of the Underlying Funds may invest in debt obligations issued or guaranteed by U.S. or
foreign banks. Bank obligations, including without limitation, time deposits, bankers acceptances
and certificates of deposit, may be general obligations of the parent bank or may be limited to the
issuing branch by the terms of the specific obligations or government regulation.
Banks are subject to extensive but different governmental regulations which may limit both the
amount and types of loans which may be made and interest rates which may be charged. In addition,
the profitability of the banking industry is largely dependent upon the availability and cost of
funds for the purpose of financing lending operations under prevailing money market conditions.
General economic conditions as well as exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in the operations of this industry.
Certificates of deposit are certificates evidencing the obligation of a bank to repay funds
deposited with it for a specified period of time at a specified rate. Certificates of deposit are
negotiable instruments and are similar to saving deposits but have a definite maturity and are
evidenced by a certificate instead of a passbook entry. Banks are required to keep reserves
against all certificates of deposit. Fixed time deposits are bank obligations payable at a stated
maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on the
demand by the investor, but may be subject to early withdrawal penalties which vary depending upon
market conditions and the remaining maturity of the obligation.
Deferred Interest, Pay-in-Kind and Capital Appreciation Bonds
Certain of the Underlying Funds expect to invest in deferred interest and capital appreciation
bonds and pay-in-kind (PIK) securities. Deferred interest and capital appreciation bonds are
debt securities issued or sold at a discount from their face value and which do not entitle the
holder to any
periodic payment of interest prior to maturity or a specified date. The original issue discount
varies depending on the time remaining until maturity or cash payment date, prevailing interest
rates, the liquidity of the security and the perceived credit quality of the issuer. These
securities also may take the form of debt securities that have been stripped of their unmatured
interest coupons, the coupons themselves or receipts or certificates representing interests in such
stripped debt obligations or coupons. The market prices of deferred interest, capital appreciation
bonds and PIK securities generally are more volatile than the market prices of interest bearing
securities and are likely to respond to a greater degree to changes in interest rates than interest
bearing securities having similar maturities and credit quality.
PIK securities may be debt obligations or preferred shares that provide the issuer with the
option of paying interest or dividends on such obligations in cash or in the form of additional
securities rather than cash. Similar to zero coupon bonds and deferred interest bonds, PIK
securities are designed to give an issuer flexibility in managing cash flow. PIK securities that
are debt securities can either be senior or subordinated debt and generally trade flat (
i.e.
,
without accrued interest). The trading price of
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PIK debt securities generally reflects the market
value of the underlying debt plus an amount representing accrued interest since the last interest
payment.
Deferred interest, capital appreciation and PIK securities involve the additional risk that,
unlike securities that periodically pay interest to maturity, an Underlying Fund will realize no
cash until a specified future payment date unless a portion of such securities is sold and, if the
issuer of such securities defaults, an Underlying Fund may obtain no return at all on its
investment. In addition, even though such securities do not provide for the payment of current
interest in cash, the Underlying Funds are nonetheless required to accrue income on such
investments for each taxable year and generally are required to distribute such accrued amounts
(net of deductible expenses, if any) to avoid being subject to tax. Because no cash is generally
received at the time of the accrual, an Underlying Fund may be required to liquidate other
portfolio securities to obtain sufficient cash to satisfy federal tax distribution requirements
applicable to the Underlying Fund. A portion of the discount with respect to stripped tax-exempt
securities or their coupons may be taxable.
Zero Coupon Bonds
Each Underlying Funds investment in fixed income securities may include zero coupon bonds.
Zero coupon bonds are debt obligations issued or purchased at a discount from face value. The
discount approximates the total amount of interest the bonds would have accrued and compounded over
the period until maturity. Zero coupon bonds do not require the periodic payment of interest.
Such investments benefit the issuer by mitigating its need for cash to meet debt service but also
require a higher rate of return to attract investors who are willing to defer receipt of such cash.
Such investments may experience greater volatility in market value than debt obligations which
provide for regular payments of interest. In addition, if an issuer of zero coupon bonds held by
an Underlying Fund defaults, the Underlying Fund may obtain no return at all on its investment. An
Underlying Fund will accrue income on such investments for each taxable year which (net of
deductible expenses, if any) is distributable to shareholders and which, because no cash is
generally received at the time of
accrual, may require the liquidation of other portfolio securities to obtain sufficient cash to
satisfy the Underlying Funds distribution obligations.
Variable and Floating Rate Securities
The interest rates payable on certain fixed income securities in which certain Underlying
Funds may invest are not fixed and may fluctuate based upon changes in market rates. A variable
rate obligation has an interest rate which is adjusted at pre-designated periods in response to
changes in the market rate of interest on which the interest rate is based. Variable and floating
rate obligations are less effective than fixed rate instruments at locking in a particular yield.
Nevertheless, such obligations may fluctuate in value in response to interest rate changes if there
is a delay between changes in market interest rates and the interest reset date for the obligation,
or for other reasons.
Permissible investments for certain of the Underlying Funds include inverse floating rate debt
instruments (inverse floaters), including leveraged inverse floaters. The interest rate on
inverse floaters resets in the opposite direction from the market rate of interest to which the
inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher the
B-35
degree of leverage inherent in inverse floaters is associated
with greater volatility in their market values. Accordingly, the duration of an inverse floater
may exceed its stated final maturity. Certain inverse floaters may be deemed to be illiquid
securities for purposes of each Underlying Funds limitation on illiquid investments.
Custodial Receipts and Trust Certificates
Each Underlying Fund may invest in custodial receipts and trust certificates (which may be
underwritten by securities dealers or banks), representing interests in securities held by a
custodian or trustee. The securities so held may include U.S. Government Securities, Municipal
Securities or other types of securities in which an Underlying Fund may invest. The custodial
receipts or trust certificates are underwritten by securities dealers or banks and may evidence
ownership of future interest payments, principal payments or both on the underlying securities, or,
in some cases, the payment obligation of a third party that has entered into an interest rate swap
or other arrangement with the custodian or trustee. For certain securities law purposes, custodial
receipts and trust certificates may not be considered obligations of the U.S. government or other
issuer of the securities held by the custodian or trustee. As a holder of custodial receipts and
trust certificates, an Underlying Fund will bear its proportionate share of the fees and expenses
charged to the custodial account or trust. The Underlying Funds may also invest in separately
issued interests in custodial receipts and trust certificates.
Although under the terms of a custodial receipt or trust certificate an Underlying Fund would
be typically authorized to assert its rights directly against the issuer of the underlying
obligation, the Underlying Fund could be required to assert through the custodian bank or trustee
those rights as may exist against the underlying issuers. Thus, in the event an underlying issuer
fails to pay principal and/or interest when due, an Underlying Fund may be subject to delays,
expenses and risks that are greater than those that would have been involved if the Underlying Fund
had purchased a direct obligation of the
issuer. In addition, in the event that the trust or custodial account in which the underlying
securities have been deposited is determined to be an association taxable as a corporation, instead
of a non-taxable entity, the yield on the underlying securities would be reduced in recognition of
any taxes paid.
Certain custodial receipts and trust certificates may be synthetic or derivative instruments
that have interest rates that reset inversely to changing short-term rates and/or have embedded
interest rate floors and caps that require the issuer to pay an adjusted interest rate if market
rates fall below or rise above a specified rate. Because some of these instruments represent
relatively recent innovations, and the trading market for these instruments is less developed than
the markets for traditional types of instruments, it is uncertain how these instruments will
perform under different economic and interest-rate scenarios. Also, because these instruments may
be leveraged, their market values may be more volatile than other types of fixed income instruments
and may present greater potential for capital gain or loss. The possibility of default by an
issuer or the issuers credit provider may be greater for these derivative instruments than for
other types of instruments. In some cases, it may be difficult to determine the fair value of a
derivative instrument because of a lack of reliable objective information and an established
secondary market for some instruments may not exist. In many cases, the Internal Revenue Service
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.
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Municipal Securities
Certain of the Underlying Funds may invest in bonds, notes and other instruments issued by or
on behalf of states, territories and possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or instrumentalities (Municipal Securities).
Dividends paid by the Underlying Funds that are derived from interest paid on both tax-exempt and
taxable Municipal Securities will be taxable to the Underlying Funds shareholders.
Municipal Securities are often issued to obtain funds for various public purposes including
refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining
funds to lend to other public institutions and facilities. Municipal Securities also include
certain private activity bonds or industrial development bonds, which are issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct or equip facilities
within a municipality for privately or publicly owned corporations.
The two principal classifications of Municipal Securities are general obligations and
revenue obligations. General obligations are secured by the issuers pledge of its full faith
and credit for the payment of principal and interest, although the characteristics and enforcement
of general obligations may vary according to the law applicable to the particular issuer. Revenue
obligations, which include, but are not limited to, private activity bonds, resource recovery
bonds, certificates of participation and certain municipal notes, are not backed by the credit and
taxing authority of the issuer, and are payable solely from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a special excise or other
specific revenue source. Nevertheless, the obligations of the issuer of a revenue obligation may
be backed by a letter of credit, guarantee or
insurance. General obligations and revenue obligations may be issued in a variety of forms,
including commercial paper, fixed, variable and floating rate securities, tender option bonds,
auction rate bonds, zero coupon bonds, deferred interest bonds and capital appreciation bonds.
In addition to general obligations and revenue obligations, there are a variety of hybrid and
special types of Municipal Securities. There are also numerous differences in the security of
Municipal Securities both within and between these two principal classifications.
An entire issue of Municipal Securities may be purchased by one or a small number of
institutional investors, including one or more Underlying Funds. Thus, the issue may not be said
to be publicly offered. Unlike some securities that are not publicly offered, a secondary market
exists for many Municipal Securities that were not publicly offered initially and such securities
may be readily marketable.
The credit rating assigned to Municipal Securities may reflect the existence of guarantees,
letters of credit or other credit enhancement features available to the issuers or holders of such
Municipal Securities.
The obligations of the issuer to pay the principal of and interest on a Municipal Security are
subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, that may be enacted
by Congress or state legislatures extending the time for payment of principal or interest or
imposing other constraints
B-37
upon the enforcement of such obligations. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of the issuer to pay when
due principal of or interest on a Municipal Security may be materially affected.
From time to time, proposals have been introduced before Congress for the purpose of
restricting or eliminating the federal income tax exemption for interest on Municipal Securities.
For example, under the Tax Reform Act of 1986, interest on certain private activity bonds must be
included in an investors federal alternative minimum taxable income, and corporate investors must
include all tax-exempt interest in their federal alternative minimum taxable income. The Trust
cannot predict what legislation, if any, may be proposed in the future in Congress as regards the
federal income tax status of interest on Municipal Securities or which proposals, if any, might be
enacted. Such proposals, if enacted, might materially and adversely affect the liquidity and value
of the Municipal Securities in an Underlying Funds portfolio.
Municipal Leases, Certificates of Participation and Other Participation Interests
.
Municipal Securities include leases, certificates of participation and other participation
interests. A municipal lease is an obligation in the form of a lease or installment purchase which
is issued by a state or local government to acquire equipment and facilities. Income from such
obligations is generally exempt from state and local taxes in the state of issuance. Municipal
leases frequently involve special risks not normally associated with general obligations or revenue
bonds. Leases and installment purchase or conditional sale contracts (which normally provide for
title to the leased asset to pass eventually to the governmental issuer) have evolved as a means
for governmental issuers to acquire property and
equipment without meeting the constitutional and statutory requirements for the issuance of debt.
The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases
or contracts of non-appropriation clauses that relieve the governmental issuer of any obligation
to make future payments under the lease or contract unless money is appropriated for such purpose
by the appropriate legislative body on a yearly or other periodic basis. In addition, such leases
or contracts may be subject to the temporary abatement of payments in the event the issuer is
prevented from maintaining occupancy of the leased premises or utilizing the leased equipment.
Although the obligations may be secured by the leased equipment or facilities, the disposition of
the property in the event of non-appropriation or foreclosure might prove difficult, time consuming
and costly, and result in a delay in recovering or the failure to fully recover an Underlying
Funds original investment. To the extent that an Underlying Fund invests in unrated municipal
leases or participates in such leases, the credit quality rating and risk of cancellation of such
unrated leases will be monitored on an ongoing basis.
Certificates of participation represent undivided interests in municipal leases, installment
purchase agreements or other instruments. The certificates are typically issued by a trust or
other entity which has received an assignment of the payments to be made by the state or political
subdivision under such leases or installment purchase agreements.
Certain municipal lease obligations and certificates of participation may be deemed to be
illiquid for the purpose of an Underlying Funds limitation on investments in illiquid securities.
Other municipal lease obligations and certificates of participation acquired by an Underlying Fund
may be determined by its investment adviser, pursuant to guidelines adopted by the Trustees of the
Trust, to be liquid securities for the purpose of such limitation. In determining the liquidity of
municipal lease
B-38
obligations and certificates of participation, the investment adviser will consider
a variety of factors including: (i) the willingness of dealers to bid for the security; (ii) the
number of dealers willing to purchase or sell the obligation and the number of other potential
buyers; (iii) the frequency of trades or quotes for the obligation; and (iv) the nature of the
marketplace trades. In addition, the investment adviser will consider factors unique to particular
lease obligations and certificates of participation affecting the marketability thereof. These
include the general creditworthiness of the issuer, the importance to the issuer of the property
covered by the lease and the likelihood that the marketability of the obligation will be maintained
throughout the time the obligation is held by an Underlying Fund.
Certain Underlying Funds may purchase participations in Municipal Securities held by a
commercial bank or other financial institution. Such participations provide an Underlying Fund
with the right to a pro rata undivided interest in the underlying Municipal Securities. In
addition, such participations generally provide an Underlying Fund with the right to demand
payment, on not more than seven days notice, of all or any part of such Underlying Funds participation
interest in the underlying Municipal Securities, plus accrued interest. An Underlying Fund will
only invest in such participations if, in the opinion of bond counsel, counsel for the issuers of
such participations or counsel selected by the investment advisors, the interest from such
participation is exempt from regular federal income tax.
Auction Rate Securities
. Municipal Securities also include auction rate Municipal
Securities and auction rate preferred securities issued by closed-end investment companies that
invest primarily
in Municipal Securities (collectively, auction rate securities). Provided that the auction
mechanism is successful, auction rate securities usually permit the holder to sell the securities
in an auction at par value at specified intervals. The dividend is reset by Dutch auction in
which bids are made by broker-dealers and other institutions for a certain amount of securities at
a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend
rate that covers all securities offered for sale. While this process is designed to permit auction
rate securities to be traded at par value, there is some risk that an auction will fail due to
insufficient demand for the securities. In certain recent market environments, auction failures
have been more prevalent, which may adversely affect the liquidity and price of auction rate
securities. Moreover, between auctions, there may be no secondary market for these securities, and
sales conducted on a secondary market may not be on terms favorable to the seller. Thus, with
respect to liquidity and price stability, auction rate securities may differ substantially from
cash equivalents, notwithstanding the frequency of auctions and the credit quality of the security.
An Underlying Funds investments in auction rate securities of closed-end funds are subject to
the limitations prescribed by the Act. An Underlying Fund will indirectly bear its proportionate
share of any management and other fees paid by such closed-end funds in addition to the advisory
fees payable directly by the Underlying Funds.
Other Types of Municipal Securities
. Other types of Municipal Securities in which
certain of the Underlying Funds may invest include municipal notes, tax-exempt commercial paper,
pre-refunded municipal bonds, industrial development bonds, tender option bonds and insured
municipal obligations.
Call Risk and Reinvestment Risk
. Municipal Securities may include call provisions
which permit the issuers of such securities, at any time or after a specified period, to redeem the
securities
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prior to their stated maturity. In the event that Municipal Securities held in an
Underlying Funds portfolio are called prior to the maturity, the Underlying Fund will be required
to reinvest the proceeds on such securities at an earlier date and may be able to do so only at
lower yields, thereby reducing the Underlying Funds return on its portfolio securities.
Mortgage Loans and Mortgage-Backed Securities
General Characteristics
. Certain of the Underlying Funds may invest in
Mortgage-Backed Securities as described in the Prospectuses. Each mortgage pool underlying
Mortgage-Backed Securities consists of mortgage loans evidenced by promissory notes secured by
first mortgages or first deeds of trust or other similar security instruments creating a first lien
on owner occupied and non-owner occupied one-unit to four-unit residential properties, multi-family
(
i.e.
, five or more) properties, agricultural properties, commercial properties and mixed use
properties (the Mortgaged Properties). The Mortgaged Properties may consist of detached
individual dwelling units, multi-family dwelling units, individual condominiums, townhouses,
duplexes, triplexes, fourplexes, row houses, individual units in planned unit developments and
other attached dwelling units. The Mortgaged Properties may also include residential investment
properties and second homes.
The investment characteristics of adjustable and fixed rate Mortgage-Backed Securities differ
from those of traditional fixed income securities. The major differences include the payment of
interest and principal on Mortgage-Backed Securities on a more frequent (usually monthly) schedule,
and the possibility that principal may be prepaid at any time due to prepayments on the underlying
mortgage loans or other assets. These differences can result in significantly greater price and
yield volatility than is the case with traditional fixed income securities. As a result, if an
Underlying Fund purchases Mortgage-Backed Securities at a premium, a faster than expected
prepayment rate will reduce both the market value and the yield to maturity from those which were
anticipated. A prepayment rate that is slower than expected will have the opposite effect of
increasing yield to maturity and market value. Conversely, if an Underlying Fund purchases
Mortgage-Backed Securities at a discount, faster than expected prepayments will increase, while
slower than expected prepayments will reduce yield to maturity and market values. To the extent
that an Underlying Fund invests in Mortgage-Backed Securities, its investment adviser may seek to
manage these potential risks by investing in a variety of Mortgage-Backed Securities and by using
certain hedging techniques.
Adjustable Rate Mortgage Loans (ARMs)
. ARMs generally provide for a fixed initial
mortgage interest rate for a specified period of time. Thereafter, the interest rates (the
Mortgage Interest Rates) may be subject to periodic adjustment based on changes in the applicable
index rate (the Index Rate). The adjusted rate would be equal to the Index Rate plus a fixed
percentage spread over the Index Rate established for each ARM at the time of its origination.
ARMs allow an Underlying Fund to participate in increases in interest rates through periodic
increases in the securities coupon rates. During periods of declining interest rates, coupon rates
may readjust downward resulting in lower yields to an Underlying Fund.
Adjustable interest rates can cause payment increases that some mortgagors may find difficult
to make. However, certain ARMs may provide that the Mortgage Interest Rate may not be adjusted to
a rate above an applicable lifetime maximum rate or below an applicable lifetime minimum rate for
such ARM. Certain ARMs may also be subject to limitations on the maximum amount by which the
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Mortgage Interest Rate may adjust for any single adjustment period (the Maximum Adjustment).
Other ARMs (Negatively Amortizing ARMs) may provide instead or as well for limitations on changes
in the monthly payment on such ARMs. Limitations on monthly payments can result in monthly
payments which are greater or less than the amount necessary to amortize a Negatively Amortizing
ARM by its maturity at the Mortgage Interest Rate in effect in any particular month. In the event
that a monthly payment is not sufficient to pay the interest accruing on a Negatively Amortizing
ARM, any such excess interest is added to the principal balance of the loan, causing negative
amortization, and will be repaid through future monthly payments. It may take borrowers under
Negatively Amortizing ARMs longer periods of time to build up equity and may increase the
likelihood of default by such borrowers. In the event that a monthly payment exceeds the sum of
the interest accrued at the applicable Mortgage Interest Rate and the principal payment which would
have been necessary to amortize the outstanding principal balance over the remaining term of the
loan, the excess (or accelerated amortization) further reduces the principal balance of the ARM.
Negatively Amortizing ARMs do not provide for the extension of their original maturity to
accommodate changes in their Mortgage Interest Rate. As a result, unless there is a periodic
recalculation of the payment amount (which there generally is), the final payment may be
substantially larger than the other
payments. These limitations on periodic increases in interest rates and on changes in monthly
payments protect borrowers from unlimited interest rate and payment increases but may result in
increased credit exposure and prepayment risks for lenders.
ARMs also have the risk of prepayments. The rate of principal prepayments with respect to
ARMs has fluctuated in recent years. The value of Mortgage-Backed Securities that are structured
as pass through mortgage securities that are collateralized by ARMs are less likely to rise during
periods of declining interest rates to the same extent as fixed rate securities. Accordingly, ARMs
may be subject to a greater rate of principal repayments in a declining interest rate environment
resulting in lower yields to an Underlying Fund. For example, if prevailing interest rates fall
significantly, ARMs could be subject to higher prepayment rates (than if prevailing interest rates
remain constant or increase) because the availability of low fixed-rate mortgages may encourage
mortgagors to refinance their ARMs to lock-in a fixed-rate mortgage. On the other hand, during
periods of rising interest rates, the value of ARMs will lag behind changes in the market rate.
ARMs are also typically subject to maximum increases and decreases in the interest rate adjustment
which can be made on any one adjustment date, in any one year, or during the life of the security.
In the event of dramatic increases or decreases in prevailing market interest rates, the value of
an Underlying Funds investment in ARMs may fluctuate more substantially since these limits may
prevent the security from fully adjusting its interest rate to the prevailing market rates. As
with fixed-rate mortgages, ARM prepayment rates vary in both stable and changing interest rate
environments.
There are two main categories of indices which provide the basis for rate adjustments on ARMs:
those based on U.S. Treasury securities and those derived from a calculated measure, such as a
cost of funds index or a moving average of mortgage rates. Commonly utilized indices include the
one-year, three-year and five-year constant maturity Treasury rates, the three-month Treasury bill
rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities, the 11th District
Federal Home Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month,
three-month, six-month or one-year London Interbank Offered Rate, the prime rate of a specific bank
or commercial paper rates. Some indices, such as the one-year constant maturity Treasury rate,
closely mirror changes in market interest rate levels. Others, such as the 11th District Federal
Home Loan Bank Cost of Funds
B-41
index, tend to lag behind changes in market rate levels and tend to be
somewhat less volatile. The degree of volatility in the market value of an Underlying Funds
portfolio that holds ARMs and, therefore, in the net asset value of such Underlying Funds shares,
will be a function of the length of the interest rate reset periods and the degree of volatility in
the applicable indices.
Fixed-Rate Mortgage Loans
. Generally, fixed-rate mortgage loans included in a
mortgage pool (the Fixed-Rate Mortgage Loans) will bear simple interest at fixed annual rates and
have original terms to maturity ranging from 5 to 40 years. Fixed-Rate Mortgage Loans generally
provide for monthly payments of principal and interest in substantially equal installments for the
term of the mortgage note in sufficient amounts to fully amortize principal by maturity, although
certain Fixed-Rate Mortgage Loans provide for a large final balloon payment upon maturity.
Legal Considerations of Mortgage Loans
. The following is a discussion of certain
legal and regulatory aspects of the mortgage loans. These regulations may impair the ability of a
mortgage
lender to enforce its rights under the mortgage documents. These regulations may adversely affect
the Underlying Funds investments in Mortgage-Backed Securities (including those issued or
guaranteed by the U.S. government, its agencies or instrumentalities) by delaying the Underlying
Funds receipt of payments derived from principal or interest on mortgage loans affected by such
regulations.
1.
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Foreclosure
. A foreclosure of a defaulted mortgage loan may be delayed due to
compliance with statutory notice or service of process provisions, difficulties in locating
necessary parties or legal challenges to the mortgagees right to foreclose. Depending upon
market conditions, the ultimate proceeds of the sale of foreclosed property may not equal the
amounts owed on the Mortgage-Backed Securities.
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Furthermore, courts in some cases have imposed general equitable principles upon foreclosure
generally designed to relieve the borrower from the legal effect of default and have
required lenders to undertake affirmative and expensive actions to determine the causes for
the default and the likelihood of loan reinstatement.
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2.
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Rights of Redemption
. In some states, after foreclosure of a mortgage loan, the
borrower and foreclosed junior lienors are given a statutory period in which to redeem the
property, which right may diminish the mortgagees ability to sell the property.
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3.
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Legislative Limitations
. In addition to anti-deficiency and related legislation,
numerous other federal and state statutory provisions, including the federal bankruptcy laws
and state laws affording relief to debtors, may interfere with or affect the ability of a
secured mortgage lender to enforce its security interest. For example, a bankruptcy court may
grant the debtor a reasonable time to cure a default on a mortgage loan, including a payment
default. The court in certain instances may also reduce the monthly payments due under such
mortgage loan, change the rate of interest, reduce the principal balance of the loan to the
then-current appraised value of the related mortgaged property, alter the mortgage loan
repayment schedule and grant priority of certain liens over the lien of the mortgage loan. If
a court relieves a borrowers obligation to repay amounts otherwise due on a mortgage loan,
the mortgage loan servicer will not be required to advance such amounts, and any loss may be
borne by the holders of securities backed by such loans. In addition, numerous federal and
state consumer protection
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laws impose penalties for failure to comply with specific
requirements in connection with origination and servicing of mortgage loans.
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4.
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Due-on-Sale Provisions
. Fixed-rate mortgage loans may contain a so-called
due-on-sale clause permitting acceleration of the maturity of the mortgage loan if the
borrower transfers the property. The Garn-St. Germain Depository Institutions Act of 1982
sets forth nine specific instances in which no mortgage lender covered by that Act may
exercise a due-on-sale clause upon a transfer of property. The inability to enforce a
due-on-sale clause or the lack of such a clause in mortgage loan documents may result in a
mortgage loan being assumed by a purchaser of the property that bears an interest rate below
the current market rate.
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5.
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Usury Laws
. Some states prohibit charging interest on mortgage loans in excess of
statutory limits. If such limits are exceeded, substantial penalties may be incurred and, in
some cases, enforceability of the obligation to pay principal and interest may be affected.
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Government Guaranteed Mortgage-Backed Securities
. There are several types of
government guaranteed Mortgage-Backed Securities currently available, including guaranteed mortgage
pass-through certificates and multiple class securities, which include guaranteed Real Estate
Mortgage Investment Conduit Certificates (REMIC Certificates), other collateralized mortgage
obligations and stripped Mortgage-Backed Securities. An Underlying Fund is permitted to invest in
other types of Mortgage-Backed Securities that may be available in the future to the extent
consistent with its investment policies and objective.
An Underlying Funds investments in Mortgage-Backed Securities may include securities issued
or guaranteed by the U.S. Government or one of its agencies, authorities, instrumentalities or
sponsored enterprises, such as the Government National Mortgage Association (Ginnie Mae), Federal
National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie
Mac). Ginnie Mae securities are backed by the full faith and credit of the U.S. Government, which
means that the U.S. Government guarantees that the interest and principal will be paid when due.
Fannie Mae and Freddie Mac securities are not backed by the full faith and credit of the U.S.
Government. Fannie Mae and Freddie Mac have the ability to borrow from the U.S. Treasury, and as a
result, they are generally viewed by the market as high quality securities with low risks. From
time to time, proposals have been introduced before Congress for the purpose of restricting or
eliminating federal sponsorship of Fannie Mae and Freddie Mac that issue guaranteed Mortgage-Backed
Securities. The Trust cannot predict what legislation, if any, may be proposed in the future in
Congress as regards such sponsorship or which proposals, if any, might be enacted. Such proposals,
if enacted, might materially and adversely affect the availability of government guaranteed
Mortgage-Backed Securities and the liquidity and value of an Underlying Funds portfolio.
There is risk that the U.S. Government will not provide financial support to its agencies,
authorities, instrumentalities or sponsored enterprises. An Underlying Fund may purchase U.S.
Government Securities that are not backed by the full faith and credit of the U.S. Government, such
as those issued by Fannie Mae and Freddie Mac. The maximum potential liability of the issuers of
some U.S. Government Securities held by an Underlying Fund may greatly exceed such issuers current
resources, including such issuers legal right to support from the U.S. Treasury. It is possible
that these issuers will not have the funds to meet their payment obligations in the future.
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Guaranteed Mortgage Pass-Through Securities
Ginnie Mae Certificates
. Ginnie Mae is a wholly-owned corporate instrumentality of
the United States. Ginnie Mae is authorized to guarantee the timely payment of the principal of
and interest on certificates that are based on and backed by a pool of mortgage loans insured by
the Federal Housing Administration (FHA), or guaranteed by the Veterans Administration (VA), or
by pools of other eligible mortgage loans. In order to meet its obligations under any guaranty,
Ginnie Mae is authorized to borrow from the United States Treasury in an unlimited amount. The
National Housing
Act provides that the full faith and credit of the U.S. Government is pledged to the timely
payment of principal and interest by Ginnie Mae of amounts due on Ginnie Mae certificates.
Fannie Mae Certificates
. Fannie Mae is a stockholder-owned corporation chartered
under an act of the United States Congress. Generally, Fannie Mae Certificates are issued and
guaranteed by Fannie Mae and represent an undivided interest in a pool of mortgage loans (a Pool)
formed by Fannie Mae. A Pool consists of residential mortgage loans either previously owned by
Fannie Mae or purchased by it in connection with the formation of the Pool. The mortgage loans may
be either conventional mortgage loans (
i.e.
, not insured or guaranteed by any U.S. Government
agency) or mortgage loans that are either insured by the FHA or guaranteed by the VA. However, the
mortgage loans in Fannie Mae Pools are primarily conventional mortgage loans. The lenders
originating and servicing the mortgage loans are subject to certain eligibility requirements
established by Fannie Mae.
Fannie Mae has certain contractual responsibilities. With respect to each Pool, Fannie Mae is
obligated to distribute scheduled installments of principal and interest after Fannie Maes
servicing and guaranty fee, whether or not received, to Certificate holders. Fannie Mae also is
obligated to distribute to holders of Certificates an amount equal to the full principal balance of
any foreclosed mortgage loan, whether or not such principal balance is actually recovered. The
obligations of Fannie Mae under its guaranty of the Fannie Mae Certificates are obligations solely
of Fannie Mae.
Freddie Mac Certificates
. Freddie Mac is a publicly held U.S. Government sponsored
enterprise. A principal activity of Freddie Mac currently is the purchase of first lien,
conventional, residential mortgage loans and participation interests in such mortgage loans and
their resale in the form of mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac
Certificate represents a pro rata interest in a group of mortgage loans or participations in
mortgage loans (a Freddie Mac Certificate group) purchased by Freddie Mac.
Freddie Mac guarantees to each registered holder of a Freddie Mac Certificate the timely
payment of interest at the rate provided for by such Freddie Mac Certificate (whether or not
received on the underlying loans). Freddie Mac also guarantees to each registered Certificate
holder ultimate collection of all principal of the related mortgage loans, without any offset or
deduction, but does not, generally, guarantee the timely payment of scheduled principal. The
obligations of Freddie Mac under its guaranty of Freddie Mac Certificates are obligations solely of
Freddie Mac.
The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of
adjustable rate or fixed-rate mortgage loans with original terms to maturity of up to forty years.
These mortgage loans are usually secured by first liens on one-to-four-family residential
properties or multi-family
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projects. Each mortgage loan must meet the applicable standards set
forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include
whole loans, participation interests in whole loans, undivided interests in whole loans and
participations comprising another Freddie Mac Certificate group.
Conventional Mortgage Loans
. The conventional mortgage loans underlying the Freddie
Mac and Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans normally
with
original terms to maturity of between five and thirty years. Substantially all of these mortgage
loans are secured by first liens on one- to four-family residential properties or multi-family
projects. Each mortgage loan must meet the applicable standards set forth in the law creating
Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans, participation
interests in whole loans, undivided interests in whole loans and participations comprising another
Freddie Mac Certificate group.
Mortgage Pass-Through Securities
. As described in the Prospectuses, certain of the
Underlying Funds may invest in both government guaranteed and privately issued mortgage
pass-through securities (Mortgage Pass-Throughs); that is, fixed or adjustable rate
Mortgage-Backed Securities which provide for monthly payments that are a pass-through of the
monthly interest and principal payments (including any prepayments) made by the individual
borrowers on the pooled mortgage loans, net of any fees or other amounts paid to any guarantor,
administrator and/or servicer of the underlying mortgage loans. The seller or servicer of the
underlying mortgage obligations will generally make representations and warranties to
certificate-holders as to certain characteristics of the mortgage loans and as to the accuracy of
certain information furnished to the trustee in respect of each such mortgage loan. Upon a breach
of any representation or warranty that materially and adversely affects the interests of the
related certificate-holders in a mortgage loan, the seller or servicer generally may be obligated
either to cure the breach in all material respects, to repurchase the mortgage loan or, if the
related agreement so provides, to substitute in its place a mortgage loan pursuant to the
conditions set forth therein. Such a repurchase or substitution obligation may constitute the sole
remedy available to the related certificate-holders or the trustee for the material breach of any
such representation or warranty by the seller or servicer.
The following discussion describes only a few of the wide variety of structures of Mortgage
Pass-Throughs that are available or may be issued.
Description of Certificates
. Mortgage Pass-Throughs may be issued in one or more
classes of senior certificates and one or more classes of subordinate certificates. Each such
class may bear a different pass-through rate. Generally, each certificate will evidence the
specified interest of the holder thereof in the payments of principal or interest or both in
respect of the mortgage pool comprising part of the trust fund for such certificates.
Any class of certificates may also be divided into subclasses entitled to varying amounts of
principal and interest. If a REMIC election has been made, certificates of such subclasses may be
entitled to payments on the basis of a stated principal balance and stated interest rate, and
payments among different subclasses may be made on a sequential, concurrent, pro rata or
disproportionate basis, or any combination thereof. The stated interest rate on any such subclass
of certificates may be a fixed rate or one which varies in direct or inverse relationship to an
objective interest index.
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Generally, each registered holder of a certificate will be entitled to receive its pro rata
share of monthly distributions of all or a portion of principal of the underlying mortgage loans or
of interest on the principal balances thereof, which accrues at the applicable mortgage
pass-through rate, or both. The difference between the mortgage interest rate and the related
mortgage pass-through rate (less the
amount, if any, of retained yield) with respect to each mortgage loan will generally be paid to the
servicer as a servicing fee. Since certain ARMs included in a mortgage pool may provide for
deferred interest (
i.e.
, negative amortization), the amount of interest actually paid by a
mortgagor in any month may be less than the amount of interest accrued on the outstanding principal
balance of the related mortgage loan during the relevant period at the applicable mortgage interest
rate. In such event, the amount of interest that is treated as deferred interest will generally be
added to the principal balance of the related mortgage loan and will be distributed
pro
rata
to certificate-holders as principal of such mortgage loan when paid by the mortgagor
in subsequent monthly payments or at maturity.
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.
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
B-46
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 to them and will protect the senior certificate-holders against certain
losses; however, in certain circumstances the Reserve Fund could be depleted and temporary
shortfalls could result. In the event the Reserve Fund is depleted before the subordinated amount
is reduced to zero, senior certificate-holders will nevertheless have a preferential right to
receive current distributions from the mortgage pool to the extent of the then outstanding
subordinated amount. Unless otherwise specified, until the subordinated amount is reduced to zero,
on any distribution date any amount otherwise distributable to the subordinate certificates or, to
the extent specified, in the Reserve Fund will generally be used to offset the amount of any losses
realized with respect to the mortgage loans (Realized Losses). Realized Losses remaining after
application of such amounts will generally be applied to reduce the ownership interest of the
subordinate certificates in the mortgage pool. If the subordinated amount has been reduced to
zero, Realized Losses generally will be allocated pro rata among all certificate-holders in
proportion to their respective outstanding interests in the mortgage pool.
Alternative Credit Enhancement
. As an alternative, or in addition to the credit
enhancement afforded by subordination, credit enhancement for Mortgage Pass-Throughs may be
provided by mortgage insurance, hazard insurance, by the deposit of cash, certificates of deposit,
letters of credit, a limited guaranty or by such other methods as are acceptable to a rating
agency. In certain circumstances, such as where credit enhancement is provided by guarantees or a
letter of credit, the security is subject to credit risk because of its exposure to an external
credit enhancement provider.
Voluntary Advances
. Generally, in the event of delinquencies in payments on the
mortgage loans underlying the Mortgage Pass-Throughs, the servicer may agree to make advances of
cash for the benefit of certificate-holders, but generally will do so only to the extent that it
determines such voluntary advances will be recoverable from future payments and collections on the
mortgage loans or otherwise.
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Optional Termination
. Generally, the servicer may, at its option with respect to any
certificates, repurchase all of the underlying mortgage loans remaining outstanding at such time as
the aggregate outstanding principal balance of such mortgage loans is less than a specified
percentage (generally 5-10%) of the aggregate outstanding principal balance of the mortgage loans
as of the cut-off date specified with respect to such series.
Multiple Class Mortgage-Backed Securities and Collateralized Mortgage Obligations
.
Certain of the Underlying Funds may invest in multiple class securities including collateralized
mortgage obligations (CMOs) and REMIC Certificates. These securities may be issued by U.S.
Government agencies, instrumentalities or sponsored enterprises such as Fannie Mae or Freddie Mac
or, to the extent consistent with an Underlying Funds investment policies, by trusts formed by
private originators of, or investors in, mortgage loans, including savings and loan associations,
mortgage bankers, commercial banks, insurance companies, investment banks and special purpose
subsidiaries of the foregoing. In general, CMOs are debt obligations of a legal entity that are
collateralized by, and multiple class Mortgage-Backed Securities represent direct ownership
interests in, a pool of mortgage loans or Mortgage-Backed Securities the payments on which are used
to make payments on the CMOs or multiple class Mortgage-Backed Securities.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal
and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal
balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise
available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC Certificates and
also guarantees the payment of principal as payments are required to be made on the underlying
mortgage participation certificates (PCs). PCs represent undivided interests in specified level
payment, residential mortgages or participations therein purchased by Freddie Mac and placed in a
PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or deduction but the
receipt of the required payments may be delayed. Freddie Mac also guarantees timely payment of
principal of certain PCs.
CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie Mac are types of
multiple class Mortgage-Backed Securities. The REMIC Certificates represent beneficial ownership
interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or
Ginnie Mae guaranteed Mortgage-Backed Securities (the Mortgage Assets). The obligations of
Fannie Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations
solely of Fannie Mae or Freddie Mac, respectively.
CMOs and REMIC Certificates are issued in multiple classes. Each class of CMOs or REMIC
Certificates, often referred to as a tranche, is issued at a specific adjustable or fixed
interest rate and must be fully retired no later than its final distribution date. Principal
prepayments on the mortgage loans or the Mortgage Assets underlying the CMOs or REMIC Certificates
may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final
B-48
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 disproportionate basis. These simultaneous payments are
taken into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay
structures. These securities include accrual certificates (also known as Z-Bonds), which only
accrue interest at a specified rate until all other certificates having an earlier final
distribution date have been retired and are converted thereafter to an interest-paying security,
and planned amortization class (PAC) certificates, which are parallel pay REMIC Certificates that
generally require that specified amounts of principal be applied on each payment date to one or
more classes or REMIC Certificates (the PAC Certificates), even though all other principal
payments and prepayments of the Mortgage Assets are then required to be applied to one or more
other classes of the PAC Certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each payment date after interest due has been paid to all
classes entitled to receive interest currently. Shortfalls, if any, are added to the amount
payable on the next payment date. The PAC Certificate payment schedule is taken into account in
calculating the final distribution date of each class of PAC. In order to create PAC tranches, one
or more tranches generally must be created that absorb most of the volatility in the underlying
mortgage assets. These tranches tend to have market prices and yields that are much more volatile
than other PAC classes.
Stripped Mortgage-Backed Securities
. Certain of the Underlying Funds may invest in
stripped mortgage-backed securities (SMBS), which are derivative multiclass mortgage securities,
issued or guaranteed by the U.S. Government, its agencies or instrumentalities or, to the extent
consistent with an Underlying Funds investment policies, non-governmental originators.
SMBS
are usually structured with two different classes: one that receives
substantially all of the interest payments (the interest-only, or
IO and/or the high coupon rate with relatively low
principal amount, or IOette), and the other that receives
substantially all of the principal payments (the principal-only, or
PO), from a pool of mortgage loans. Certain
SMBS may not be readily marketable and will be considered illiquid for purposes of an Underlying
Funds limitation on investments in illiquid securities. An Underlying Funds investment adviser
may determine that SMBS which are U.S. Government Securities are liquid for purposes of each Funds
limitation on investments in illiquid securities. The market value of
POs generally is unusually volatile in response to changes in interest
rates. The yields on IOs and IOettes are generally higher than
prevailing market yields on other Mortgage-Backed Securities because their cash flow patterns are
more volatile and there is a greater risk that the initial investment will not be fully recouped.
B-49
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.
Certain Underlying Funds may invest in asset-backed securities. Such securities are often
subject to more rapid repayment than their stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying loans. During periods of declining
interest rates, prepayment of loans underlying asset-backed securities can be expected to
accelerate. Accordingly, an Underlying Funds ability to maintain positions in such securities
will be affected by reductions in the principal amount of such securities resulting from
prepayments, and its ability to reinvest the returns of principal at comparable yields is subject
to generally prevailing interest rates at that time. To the extent that an Underlying Fund invests
in asset-backed securities, the values of such Underlying Funds portfolio securities will vary with changes
in market interest rates generally and the differentials in yields among various kinds of
asset-backed securities.
Asset-backed securities present certain additional risks because asset-backed securities
generally do not have the benefit of a security interest in collateral that is comparable to
Mortgage Assets. Credit card receivables are generally unsecured and the debtors on such
receivables are entitled to the protection of a number of state and federal consumer credit laws,
many of which give such debtors the right to set-off certain amounts owed on the credit cards,
thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles
rather than residential real property. Most issuers of automobile receivables permit the loan
servicers to retain possession of the underlying obligations. If the servicer were to sell these
obligations to another party, there is a risk that the purchaser would acquire an interest superior
to that of the holders of the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state laws, the trustee
for the holders of the automobile receivables may not have a proper security interest in the
underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its
payment obligations, there is the possibility that, in some cases, an Underlying Fund will be
unable to possess and sell the underlying collateral and that an Underlying Funds recoveries on
repossessed collateral may not be available to support payments on the securities.
Futures Contracts and Options on Futures Contracts
Each Underlying Fund (other than the Financial Square Prime Obligations Fund) may purchase and
sell futures contracts and may also purchase and write options on futures contracts. The
Structured
Large Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, Structured Emerging
Markets Equity, Government Income, Ultra-Short Duration Government, U.S. Mortgages and Structured
International Small Cap Funds may only enter into such transactions with respect to a
representative index. The U.S. Equity Dividend and Premium Fund may engage in transactions only
with respect to U.S. equity indices. The other Underlying Funds (other than the Short Duration
B-50
Government Fund) may purchase and sell futures contracts based on various securities, securities
indices, foreign currencies and other financial instruments and indices. An Underlying Fund will
engage in futures and related options transactions, in order to seek to increase total return or to
hedge against changes in interest rates, securities prices or, to the extent an Underlying Fund
invests in foreign securities, currency exchange rates, or to otherwise manage its term structure,
sector selection and duration in accordance with its investment objective and policies. Each
Underlying Fund may also enter into closing purchase and sale transactions with respect to such
contracts and options. The Trust, on behalf of each Underlying Fund, has claimed an exclusion from
the definition of the term commodity pool operator under the Commodity Exchange Act and,
therefore, is not subject to registration or regulation as a pool operator under that Act with
respect to the Underlying Funds. The investment adviser of the Underlying Fixed Income Funds will
also use futures contracts and options on futures contracts to manage the Underlying Funds target
duration in accordance with their benchmark or benchmarks.
Futures contracts entered into by an Underlying Fund have historically been traded on U.S.
exchanges or boards of trade that are licensed and regulated by the Commodity Futures Trading
Commission (CFTC) or, with respect to certain Underlying Funds, on foreign exchanges. More
recently, certain futures may also be traded over-the-counter or on trading facilities such as
derivatives transaction execution facilities, exempt boards of trade or electronic trading
facilities that are licensed and/or regulated to varying degrees by the CFTC. Also, certain single
stock futures and narrow based security index futures may be traded over-the-counter or on trading
facilities such as contract markets, derivatives transaction execution facilities and electronic
trading facilities that are licensed and/or regulated to varying degrees by both the CFTC and the
SEC or on foreign exchanges.
Neither the CFTC, National Futures Association, SEC nor any domestic exchange regulates
activities of any foreign exchange or boards of trade, including the execution, delivery and
clearing of transactions, or has the power to compel enforcement of the rules of a foreign exchange
or board of trade or any applicable foreign law. This is true even if the exchange is formally
linked to a domestic market so that a position taken on the market may be liquidated by a
transaction on another market. Moreover, such laws or regulations will vary depending on the
foreign country in which the foreign futures or foreign options transaction occurs. For these
reasons, an Underlying Funds investments in foreign futures or foreign options transactions may
not be provided the same protections in respect of transactions on United States exchanges. In
particular, persons who trade foreign futures or foreign options contracts may not be afforded
certain of the protective measures provided by the Commodity Exchange Act, the CFTCs regulations
and the rules of the National Futures Association and any domestic exchange, including the right to
use reparations proceedings before the CFTC and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. Similarly, these persons may not have the
protection of the U.S. securities laws.
Futures Contracts
. A futures contract may generally be described as an agreement
between two parties to buy and sell particular financial instruments or currencies for an agreed
price during a designated month (or to deliver the final cash settlement price, in the case of a
contract relating to an index or otherwise not calling for physical delivery at the end of trading
in the contract).
When interest rates are rising or securities prices are falling, an Underlying Fund can seek
to offset a decline in the value of its current portfolio securities through the sale of futures
contracts.
B-51
When interest rates are falling or securities prices are rising, an Underlying Fund,
through the purchase of futures contracts, can attempt to secure better rates or prices than might
later be available in the market when it effects anticipated purchases. Similarly, certain
Underlying Funds may purchase and sell futures contracts on a specified currency in order to seek
to increase total return or to protect against changes in currency exchange rates. For example,
certain Underlying Funds may purchase futures contracts on foreign currency to establish the price
in U.S. dollars of a security quoted or denominated in such currency that such Underlying Fund has
acquired or expects to acquire. As another example, certain Underlying Funds may enter into
futures transactions to seek a closer correlation between the Underlying Funds overall currency
exposures and the currency exposures of the Underlying Funds performance benchmark.
Positions taken in the futures markets are not normally held to maturity, but are instead
liquidated through offsetting transactions which may result in a profit or a loss. While an
Underlying Fund will usually liquidate futures contracts on securities or currency in this manner,
an Underlying Fund may instead make or take delivery of the underlying securities or currency
whenever it appears economically advantageous for the Underlying Fund to do so. A clearing
corporation associated with the exchange on which futures on securities or currency are traded
guarantees that, if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies Using Futures Contracts
. Hedging, by use of futures contracts,
seeks to establish with more certainty than would otherwise be possible the effective price or rate
of return on portfolio securities or securities that an Underlying Fund owns or proposes to acquire
or the exchange rate of currencies in which portfolio securities are denominated or quoted. An
Underlying Fund may, for example, take a short position in the futures market by selling futures
contracts to seek to hedge against an anticipated rise in interest rates or a decline in market
prices or foreign currency rates that would adversely affect the U.S. dollar value of the
Underlying Funds portfolio securities. Such futures contracts may include contracts for the
future delivery securities held by an Underlying Fund or securities with characteristics similar to
those of an Underlying Funds portfolio securities. Similarly, certain Underlying Funds may sell
futures contracts on any currency in which its portfolio securities are quoted or denominated or
sell futures contracts on one currency to seek to hedge against fluctuations in the value of
securities quoted or denominated in a different currency if there is an established historical
pattern of correlation between the two currencies. If, in the opinion of an Underlying Funds
investment adviser, there is a sufficient degree of correlation between price trends for an
Underlying Funds portfolio securities and futures contracts based on other financial instruments,
securities indices or other indices, the Underlying Fund may also enter into such futures contracts
as part of its hedging strategy. Although under some circumstances prices of securities in an
Underlying Funds portfolio may be more or less volatile than prices of such futures contracts, its
investment adviser will attempt to estimate the extent of this volatility difference based on
historical patterns and compensate for any such differential by having the Underlying Fund enter
into a greater or lesser number of futures contracts or by attempting to achieve only a partial
hedge against price changes affecting the Underlying Funds portfolio securities. When hedging of
this character is successful, any depreciation in the value of portfolio securities will be
substantially offset by appreciation in the value of the futures position. On the other hand, any
unanticipated appreciation in the value of an Underlying Funds portfolio securities would be
substantially offset by a decline in the value of the futures position.
B-52
On other occasions, an Underlying Fund may take a long position by purchasing such futures
contracts. This would be done, for example, when an Underlying Fund anticipates the subsequent
purchase of particular securities when it has the necessary cash, but expects the prices or
currency exchange rates then available in the applicable market to be less favorable than prices or
rates that are currently available.
Options on Futures Contracts
. The acquisition of put and call options on futures
contracts will give an Underlying Fund the right (but not the obligation), for a specified price,
to sell or to purchase, respectively, the underlying futures contract at any time during the option
period. As the purchaser of an option on a futures contract, an Underlying Fund obtains the
benefit of the futures position if prices move in a favorable direction but limits its risk of loss
in the event of an unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially
offset a decline in the value of an Underlying Funds assets. By writing a call option, an
Underlying Fund becomes obligated, in exchange for the premium, to sell a futures contract if the
option is exercised, which may have a value higher than the exercise price. The writing of a put
option on a futures contract generates a premium, which may partially offset an increase in the
price of securities that an Underlying Fund intends to purchase. However, an Underlying Fund
becomes obligated (upon exercise of the option) to purchase a futures contract if the option is
exercised, which may have a value lower than the exercise price. Thus, the loss incurred by an
Underlying Fund in writing options on futures is potentially unlimited and may exceed the amount of
the premium received. An Underlying Fund will incur transaction costs in connection with the
writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling
or purchasing an offsetting option on the same financial instrument. There is no guarantee that
such closing transactions can be effected. An Underlying Funds ability to establish and close out
positions on such options will be subject to the development and maintenance of a liquid market.
Other Considerations
. An Underlying Fund will engage in transactions in futures
contracts and related options from transactions only to the extent such transactions are consistent
with the requirements of the Internal Revenue Code of 1986, as amended (the Code) for maintaining
its qualification as a regulated investment company for federal income tax purposes. Transactions
in futures contracts and options on futures involve brokerage costs, require margin deposits and,
in certain cases, require an Underlying Fund to segregate cash or liquid assets in an amount equal
to the
underlying value of such contracts and options. An Underlying Fund may cover its transactions in
futures contracts and related options through the segregation of cash or liquid assets or by other
means, in any manner permitted by applicable law.
While transactions in futures contracts and options on futures may reduce certain risks, such
transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates,
securities prices or currency exchange rates may result in a poorer overall performance for an
Underlying Fund than if it had not entered into any futures contracts or options transactions.
When futures contracts and options are used for hedging purposes, perfect correlation between an
Underlying Funds futures positions and portfolio positions may be impossible to achieve,
particularly where futures contracts based on individual equity or corporate fixed income
securities are currently not
B-53
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 an Underlying Fund may be exposed to risk of loss.
In addition, it is not possible for an Underlying Fund to hedge fully or perfectly against
currency fluctuations affecting the value of securities quoted or denominated in foreign currencies
because the value of such securities is likely to fluctuate as a result of independent factors
unrelated to currency fluctuations. The profitability of an Underlying Funds trading in futures
depends upon the ability of its investment adviser to analyze correctly the futures markets.
Options on Securities and Securities Indices
Writing Options
. Certain of the Underlying Funds may write (sell) covered call and
put options on any securities in which they may invest or on any securities index consisting of
securities in which it may invest. An Underlying Fund may purchase and write such options on
securities that are listed on national domestic securities exchanges or foreign securities
exchanges or traded in the over-the-counter market. A call option written by an Underlying Fund
obligates such Underlying Fund to sell specified securities to the holder of the option at a specified price
if the option is exercised at any time on or before the expiration date. Depending upon the type
of call option, the purchaser of a call option either (i) has the right to any appreciation in the
value of the security over a fixed price (the exercise price) on a certain date in the future
(the expiration date) or (ii) has the right to any appreciation in the value of the security over
the exercise price at any time prior to the expiration of the option. If the purchaser does not
exercise the option, an Underlying Fund pays the purchaser the difference between the price of the
security and the exercise price of the option. The premium, the exercise price and the market
value of the security determine the gain or loss realized by an Underlying Fund as the seller of
the call option. An Underlying Fund can also repurchase the call option prior to the expiration
date, ending its obligation. In this case, the cost of entering into closing purchase transactions
will determine the gain or loss realized by the Underlying Fund. All call options written by an
Underlying Fund are covered, which means that such Underlying Fund will own the securities subject
to the option as long as the option is outstanding or such Underlying Fund will use the other
methods described below. An Underlying Funds purpose in writing covered call options is to
realize greater income than would be realized on portfolio securities transactions alone. However,
an Underlying Fund may forego the opportunity to profit from an increase in the market price of the
underlying security.
A put option written by an Underlying Fund would obligate such Underlying Fund to purchase
specified securities from the option holder at a specified price if the option is exercised on or
before the expiration date. All put options written by an Underlying Fund would be covered, which
means that such Underlying Fund will segregate cash or liquid assets with a value at least equal to
the exercise price of the put option or will use the other methods described below. The purpose of
writing such options is to generate additional income for the Underlying Fund. However, in return
for the option premium, an Underlying Fund accepts the risk that it may be required to purchase the
underlying securities at a price in excess of the securities market value at the time of purchase.
In the case of a call option, the option is covered if an Underlying Fund owns the
instrument underlying the call or has an absolute and immediate right to acquire that instrument
without additional cash consideration (or, if additional cash consideration is required, liquid
assets in such amount are
B-54
segregated) upon conversion or exchange of other instruments held by it.
A call option is also covered if an Underlying Fund holds a call on the same instrument as the
option written where the exercise price of the option held is (i) equal to or less than the
exercise price of the option written, or (ii) greater than the exercise price of the option written
provided the Underlying Fund segregates liquid assets in the amount of the difference. An
Underlying Fund may also cover call options on securities by segregating cash or liquid assets, as
permitted by applicable law, with a value, when added to any margin on deposit, that is equal to
the market value of the securities in the case of a call option. A put option is also covered if
an Underlying Fund holds a put on the same instrument as the option written where the exercise
price of the option held is (i) equal to or higher than the exercise price of the option written,
or (ii) less than the exercise price of the option written provided the Underlying Fund segregates
liquid assets in the amount of the difference. An Underlying Fund may also cover call options on
securities 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.
An Underlying Fund may also write (sell) covered call and put options on any securities index
comprised of securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options requires cash payments
and does not involve the actual purchase or sale of securities. In addition, securities index
options are designed to reflect price fluctuations in a group of securities or segment of the
securities market rather than price fluctuations in a single security.
An Underlying Fund may cover call options on a securities index by owning securities whose
price changes are expected to be similar to those of the underlying index, or by having an absolute
and immediate right to acquire such securities without additional cash consideration (or for
additional consideration which has been segregated by the Underlying Fund) upon conversion or
exchange of other securities held by it. An Underlying Fund may cover call and put options on a
securities index by segregating cash or liquid assets, as permitted by applicable law, with a value
when added to any margin on deposit that is equal to the market value of the underlying securities
in the case of a call option or the exercise price in the case of a put option or by owning
offsetting options as described above.
An Underlying Fund may terminate its obligations under an exchange-traded call or put option
by purchasing an option identical to the one it has written. Obligations under over-the-counter
options may be terminated only by entering into an offsetting transaction with the counterparty to
such option. Such purchases are referred to as closing purchase transactions.
Purchasing Options
. Each Underlying Fund (other than Financial Square Prime
Obligations 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. An Underlying Fund
may also, to the extent that it invests in foreign securities, purchase put and call options on
foreign currencies. An Underlying Fund may also enter into closing sale transactions in order to
realize gains or minimize losses on options it had purchased.
An Underlying Fund may purchase call options in anticipation of an increase in the market
value of securities of the type in which it may invest. The purchase of a call option would
entitle an
B-55
Underlying Fund, in return for the premium paid, to purchase specified securities at a
specified price during the option period. An Underlying Fund would ordinarily realize a gain on
the purchase of a call option if, during the option period, the value of such securities exceeded
the sum of the exercise price, the premium paid and transaction costs; otherwise such an Underlying
Fund would realize either no gain or a loss on the purchase of the call option.
An Underlying Fund may purchase put options in anticipation of a decline in the market value
of securities in its portfolio (protective puts), or in securities in which it may invest. The
purchase of a put option would entitle an Underlying Fund, in exchange for the premium paid, to
sell specified securities at a specified price during the option period. The purchase of
protective puts is designed to offset or hedge against a decline in the market value of an
Underlying Funds securities. Put options may also be purchased by an Underlying Fund for the
purpose of affirmatively benefiting from a decline in the price of securities which it does not
own. An Underlying Fund would ordinarily realize a gain on the purchase of a call option if,
during the option period, the value of the underlying securities decreased below the exercise price
sufficiently to more than cover the premium and transaction costs; otherwise such an Underlying
Fund would realize either no gain or a loss on the purchase of the put option. Gains and losses on
the purchase of protective put options would tend to be offset by countervailing changes in the
value of the underlying portfolio securities.
An Underlying Fund would purchase put and call options on securities indices for the same
purposes as it would purchase options on individual securities. For a description of options on
securities indices, see Writing Options above.
Yield Curve Options
. Each Underlying Fixed Income Fund, 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.
An Underlying Fund may purchase or write yield curve options for the same purposes as other
options on securities. For example, an Underlying Fund may purchase a call option on the yield
spread between two securities if the Underlying Fund owns one of the securities and anticipates
purchasing the other security and wants to hedge against an adverse change in the yield spread
between the two securities. An Underlying Fund may also purchase or write yield curve options in
an effort to increase current income if, in the judgment of its investment adviser, the Underlying
Fund will be able to profit from movements in the spread between the yields of the underlying
securities. The trading of yield curve options is subject to all of the risks associated with the
trading of other types of options. In addition, however, such options present risk of loss even if
the yield of one of the underlying securities remains constant, or if the spread moves in a
direction or to an extent which was not anticipated.
Yield curve options written by an Underlying Fund will be covered. A call (or put) option
is covered if an Underlying Fund holds another call (or put) option on the spread between the same
two securities and segregates cash or liquid assets sufficient to cover the Underlying Funds net
liability
B-56
under the two options. Therefore, an Underlying Funds liability for such a covered
option is generally limited to the difference between the amount of the Underlying Funds liability
under the option written by the Underlying Fund less the value of the option held by the Underlying
Fund. Yield curve options may also be covered in such other manner as may be in accordance with
the requirements of the counterparty with which the option is traded and applicable laws and
regulations. Yield curve options are traded over-the-counter, and established trading markets for
these options may not exist.
Risks Associated with Options Transactions
. There is no assurance that a liquid
secondary market on a domestic or foreign options exchange will exist for any particular
exchange-traded option or at any particular time. If an Underlying Fund is unable to effect a
closing purchase transaction with respect to covered options it has written, the Underlying Fund
will not be able to sell the underlying securities or dispose of segregated assets until the
options expire or are exercised. Similarly, if an Underlying Fund is unable to effect a closing
sale transaction with respect to options it has purchased, it will have to exercise the options in
order to realize any profit and will incur transaction costs upon the purchase or sale of
underlying securities.
Reasons for the absence of a liquid secondary market on an exchange include the following:
(i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed
by an exchange on opening or closing transactions or both; (iii) trading halts, suspensions or
other restrictions may be imposed with respect to particular classes or series of options; (iv)
unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market on that exchange (or in that class
or series of options) would cease to exist, although outstanding options on that exchange that had
been issued by the
Options Clearing Corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.
There can be no assurance that higher trading activity, order flow or other unforeseen events
might 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.
An Underlying Fund may purchase and sell both options that are traded on U.S. and foreign
exchanges and options traded over-the-counter with broker-dealers who make markets in these
options. The ability to terminate over-the-counter options is more limited than with
exchange-traded options and may involve the risk that broker-dealers participating in such
transactions will not fulfill their obligations.
Transactions by an Underlying Fund in options will be subject to limitations established by
each of the exchanges, boards of trade or other trading facilities on which such options are traded
governing the maximum number of options in each class which may be written or purchased by a single
investor or group of investors acting in concert regardless of whether the options are written or
purchased on the same or different exchanges, boards of trade or other trading facilities or are
held in
B-57
one or more accounts or through one or more brokers. Thus, the number of options which an
Underlying Fund may write or purchase may be affected by options written or purchased by other
investment advisory clients of the Underlying Funds investment advisers. An exchange, board of
trade or other trading facility may order the liquidation of positions found to be in excess of
these limits, and it may impose certain other sanctions.
The writing and purchase of options is a highly specialized activity which involves investment
techniques and risks different from those associated with ordinary portfolio securities
transactions. The use of options to seek to increase total return involves the risk of loss if an
investment adviser is incorrect in its expectation of fluctuations in securities prices or interest
rates. The successful use of options for hedging purposes also depends in part on the ability of
an investment adviser to correctly anticipate future price fluctuations and the degree of
correlation between the options and securities markets. If an investment adviser is incorrect in
its expectation of changes in securities prices or determination of the correlation between the
securities indices on which options are written and purchased and the securities in an Underlying
Funds investment portfolio, the Underlying Fund may incur losses that it would not otherwise
incur. The writing of options could increase an Underlying Funds portfolio turnover rate and,
therefore, associated brokerage commissions or spreads.
Warrants and Stock Purchase Rights
Certain of the Underlying Funds may invest a portion of their assets in warrants or rights
(including those acquired in units or attached to other securities) which entitle the holder to buy
equity securities at a specific price for a specific period of time. However, the Structured Large
Cap Value, Structured Large Cap Growth, Structured Small Cap Equity, International Equity Dividend
and
Premium, Structured Emerging Markets Equity, Structured International Small Cap and Structured
International Equity Funds have no present intention to invest in warrants or rights. An
Underlying Fund will invest in warrants and rights only if such securities are deemed appropriate
by its investment adviser for investment by the Underlying Fund. Warrants and rights have no
voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
Foreign Investments
The Emerging Markets Equity, International Equity Dividend and Premium, Structured Emerging
Markets Equity, Structured International Equity, Structured International Small Cap, International
Small Cap and Concentrated Emerging Markets Equity Funds invest primarily in foreign securities
under normal circumstances. The Commodity Strategy Fund, Real Estate Securities Fund and
International Real Estate Securities Fund may invest in the aggregate up to 25%, 15% and 100%,
respectively, of their total assets in foreign securities, including securities of issuers in
emerging countries. The U.S. Equity Dividend and Premium Fund may invest only in equity securities
of foreign issuers which are traded in the United States. The Core Fixed Income Fund, Global Income
Fund, High Yield Fund, Local Emerging Markets Debt Fund, Emerging Markets Debt Fund and Investment
Grade Credit Fund may invest in foreign issuers, including in fixed income securities quoted or
denominated in a currency other than U.S. dollars. Investments in foreign securities may offer
potential benefits not available from investments solely in U.S. dollar-denominated or quoted
securities of domestic issuers. Such benefits may include the opportunity to invest in foreign
issuers that appear, in the opinion of an Underlying Funds investment adviser, to offer the
potential for better
B-58
long-term growth of capital and income than investments in U.S. securities,
the opportunity to invest in foreign countries with economic policies or business cycles different
from those of the United States and the opportunity to reduce fluctuations in portfolio value by
taking advantage of foreign securities markets that do not necessarily move in a manner parallel to
U.S. markets.
Investing in foreign securities also involves, however, certain special risks, including those
discussed in the Portfolios Prospectuses and those set forth below, which are not typically
associated with investing in U.S. dollar-denominated or quoted securities of U.S. issuers.
Investments in foreign securities usually involve currencies of foreign countries. Accordingly, an
Underlying Fund that invests in foreign securities may be affected favorably or unfavorably by
changes in currency rates and in exchange control regulations and may incur costs in connection
with conversions between various currencies. An Underlying Fund may be subject to currency
exposure independent of its securities positions. To the extent that an Underlying Fund is fully
invested in foreign securities while also maintaining currency positions, it may be exposed to
greater combined risk.
Currency exchange rates may fluctuate significantly over short periods of time. They
generally are determined by the forces of supply and demand in the foreign exchange markets and the
relative merits of investments in different countries, actual or anticipated changes in interest
rates and other complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by intervention by U.S. or foreign governments or central
banks or the failure to intervene or by currency controls or political developments in the United
States or abroad. To the extent that a substantial portion of an Underlying Funds total assets,
adjusted to reflect the Underlying
Funds net position after giving effect to currency transactions, is denominated or quoted in the
currencies of foreign countries, the Underlying Fund will be more susceptible to the risk of
adverse economic and political developments within those countries. In addition, if the currency
in which an Underlying Fund receives dividends, interest or other payment declines in value against
the U.S. dollar before such income is distributed as dividends to shareholders or converted to U.S.
dollars, the Underlying Fund may have to sell portfolio securities to obtain sufficient cash to pay
such dividends.
Since foreign issuers generally are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable to U.S. companies,
there may be less publicly available information about a foreign company than about a comparable
U.S. company. Volume and liquidity in most foreign securities markets are less than in the United
States and securities of many foreign companies are less liquid and more volatile than securities
of comparable U.S. companies. The securities of foreign issuers may be listed on foreign
securities exchanges or traded in foreign over-the-counter markets. Fixed commissions on foreign
securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although
each Underlying Fund endeavors to achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and regulation of foreign securities
exchanges, brokers, dealers and listed and unlisted companies than in the United States, and the
legal remedies for investors may be more limited than the remedies available in the United States.
For example, there may be no comparable provisions under certain foreign laws to insider trading
and similar investor protection securities laws that apply with respect to securities transactions
consummated in the United States. Mail service between the United States and foreign countries may
be slower or less reliable than within the United States, thus increasing the risk of delayed
settlement of portfolio transactions or loss of certificates for portfolio securities.
B-59
Foreign markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. Such delays in
settlement could result in temporary periods when some of an Underlying Funds assets are
uninvested and no return is earned on such assets. The inability of an Underlying Fund to make
intended security purchases due to settlement problems could cause the Underlying Fund to miss
attractive investment opportunities. Inability to dispose of portfolio securities due to
settlement problems could result either in losses to an Underlying Fund due to subsequent declines
in value of the portfolio securities or, if the Underlying Fund has entered into a contract to sell
the securities, could result in possible liability to the purchaser. In addition, with respect to
certain foreign countries, there is the possibility of expropriation or confiscatory taxation,
limitations on the movement of funds and other assets between different countries, political or
social instability, or diplomatic developments which could adversely affect an Underlying Funds
investments in those countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Certain of the Underlying Funds may invest in markets where custodial and/or settlement
systems are not fully developed. The assets of the Underlying Fund that are traded in such markets
and
which have been entrusted to such sub-custodians may be exposed to risk in circumstances where the
sub-custodian will have no liability.
In the case of certain Underlying Funds, investments in foreign securities may take the form
of sponsored and unsponsored American Depositary Receipts (ADRs), Global Depositary Receipts
(GDRs), European Depositary Receipts (EDRs) or other similar instruments representing
securities of foreign issuers (together, Depositary Receipts).
ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank
or a correspondent bank. ADRs are traded on domestic exchanges or in the U.S. over-the-counter
market and, generally, are in registered form. EDRs and GDRs are receipts evidencing an
arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in the non-U.S.
securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the
underlying security.
To the extent an Underlying Fund acquires Depositary Receipts through banks which do not have
a contractual relationship with the foreign issuer of the security underlying the Depositary
Receipts to issue and service such unsponsored Depositary Receipts, there may be an increased
possibility that the Underlying Fund would not become aware of and be able to respond to corporate
actions such as stock splits or rights offerings involving the foreign issuer in a timely manner.
In addition, the lack of information may result in inefficiencies in the valuation of such
instruments. Investment in Depositary Receipts does not eliminate all the risks inherent in
investing in securities of non-U.S. issuers. The market value of Depositary Receipts is dependent
upon the market value of the underlying securities and fluctuations in the relative value of the
currencies in which the Depositary Receipts and the underlying securities are quoted. However, by
investing in Depositary Receipts, such as ADRs, that are quoted in U.S. dollars, an Underlying Fund
may avoid currency risks during the settlement period for purchases and sales.
B-60
As described more fully below, certain of the Underlying Funds may invest in countries with
emerging economies or securities markets. Political and economic structures in many of such
countries may be undergoing significant evolution and rapid development, and such countries may
lack the social, political and economic stability characteristic of more developed countries.
Certain of such countries may have in the past failed to recognize private property rights and have
at times nationalized or expropriated the assets of private companies. As a result, the risks
described above, including the risks of nationalization or expropriation of assets, may be
heightened. See Investing in Emerging Markets below.
Investing in Emerging Markets
. The Structured International Equity, International Real Estate
Securities, International Equity Dividend and Premium, Emerging Markets Equity, Structured Emerging
Markets Equity, Structured International Small Cap, International Small Cap and Concentrated
Emerging Markets Equity Funds are intended for long-term investors who can accept the risks
associated with investing primarily in equity and equity-related securities of foreign issuers,
including emerging country issuers, as well as the risks associated with investments quoted or
denominated in foreign currencies. The Commodity Strategy Fund and Real Estate Securities Fund may
invest, to a lesser extent, in equity and equity-related securities of foreign issuers, including
emerging country issuers. The Core Fixed Income, Global Income, High Yield, Investment Grade
Credit, Local Emerging Markets Debt and Emerging Markets Debt Funds may invest in debt securities
of foreign issuers, including emerging country issuers, and in fixed income securities quoted or
denominated in a currency other than U.S. dollars. The Core Fixed Income Funds, Global Income
Funds, High Yield Funds, and the Investment Grade Credit Funds investments in emerging markets
are limited to 10%, 10%, 25% and 10%, respectively, of their total assets. Neither the Emerging
Markets Debt Fund nor the Local Emerging Markets Debt Fund is limited in its investments in
emerging markets.
Investments in securities of emerging market issuers involve special risks. The securities
markets of emerging countries are less liquid and subject to greater price volatility, and have a
smaller market capitalization, than the U.S. securities markets. In certain countries, there may
be fewer publicly traded securities, and the market may be dominated by a few issuers or sectors.
Issuers and securities markets in such countries are not subject to as extensive and frequent
accounting, financial and other reporting requirements or as comprehensive government regulations
as are issuers and securities markets in the U.S. In particular, the assets and profits appearing
on the financial statements of emerging country issuers may not reflect their financial position or
results of operations in the same manner as financial statements for U.S. issuers. Substantially
less information may be publicly available about emerging country issuers than is available about
issuers in the United States.
Emerging country securities markets are typically marked by a high concentration of market
capitalization and trading volume in a small number of issuers representing a limited number of
industries, as well as a high concentration of ownership of such securities by a limited number of
investors. The markets for securities in certain emerging countries are in the earliest stages of
their development. An Underlying Funds investments in emerging countries are subject to the risk
that the liquidity of particular instruments, or instruments generally in such countries, will
shrink or disappear suddenly and without warning as a result of adverse economic, market or
political conditions, or adverse investor perceptions, whether or not accurate. Even the markets
for relatively widely traded securities in emerging countries may not be able to absorb, without
price disruptions, a significant
B-61
increase in trading volume or trades of a size customarily
undertaken by institutional investors in the securities markets of developed countries. The
limited size of many of the securities markets can cause prices to be erratic for reasons apart
from factors that affect the soundness and competitiveness of the securities issuers. For example,
prices may be unduly influenced by traders who control large positions in these markets.
Additionally, market making and arbitrage activities are generally less extensive in such markets,
which may contribute to increased volatility and reduced liquidity of such markets. The limited
liquidity of emerging country securities may also affect an Underlying Funds ability to accurately
value its portfolio securities or to acquire or dispose of such securities at the price and times
it wishes to do so. The risks associated with reduced liquidity may be particularly acute to the
extent that an Underlying Fund needs cash to meet redemption requests, to pay dividends and other
distributions or to pay its expenses.
Transaction costs, including brokerage commissions or dealer mark-ups, in emerging countries
may be higher than in the United States and other developed securities markets. In addition,
existing laws and regulations are often inconsistently applied. As legal systems in emerging
countries develop,
foreign investors may be adversely affected by new or amended laws and regulations. In
circumstances where adequate laws exist, it may not be possible to obtain swift and equitable
enforcement of the law.
With respect to investments in certain emerging market countries, antiquated legal systems may
have an adverse impact on the Underlying Funds. For example, while the potential liability of a
shareholder of a U.S. corporation with respect to acts of the corporation is generally limited to
the amount of the shareholders investment, the notion of limited liability is less clear in
certain emerging market countries. Similarly, the rights of investors in emerging market companies
may be more limited than those of shareholders of U.S. corporations.
Foreign investment in the securities markets of certain emerging countries is restricted or
controlled to varying degrees. These restrictions may limit an Underlying Funds investment in
certain emerging countries and may increase the expenses of the Underlying Fund. Certain emerging
countries require government approval prior to investments by foreign persons or limit investment
by foreign persons to only a specified percentage of an issuers outstanding securities or a
specific class of securities which may have less advantageous terms (including price) than
securities of the company available for purchase by nationals. In addition, the repatriation of
both investment income and capital from emerging countries may be subject to restrictions which
require governmental consents or prohibit repatriation entirely for a period of time. Even where
there is no outright restriction on repatriation of capital, the mechanics of repatriation may
affect certain aspects of the operation of an Underlying Fund. An Underlying Fund may be required
to establish special custodial or other arrangements before investing in certain emerging
countries.
Emerging countries may be subject to a substantially greater degree of economic, political and
social instability and disruption than is the case in the United States, Japan and most Western
European countries. This instability may result from, among other things, the following: (i)
authoritarian governments or military involvement in political and economic decision making,
including changes or attempted changes in governments through extra-constitutional means; (ii)
popular unrest associated with demands for improved political, economic or social conditions; (iii)
internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and
racial disaffection or conflict;
B-62
and (vi) the absence of developed legal structures governing
foreign private investments and private property. Such economic, political and social instability
could disrupt the principal financial markets in which the Underlying Funds may invest and
adversely affect the value of the Underlying Funds assets. An Underlying Funds investments can
also be adversely affected by any increase in taxes or by political, economic or diplomatic
developments.
Certain Underlying Funds may seek investment opportunities within the former east bloc
countries in Eastern Europe. Most Eastern European countries had a centrally planned, socialist
economy for a substantial period of time. The governments of many Eastern European countries have
more recently been implementing reforms directed at political and economic liberalization,
including efforts to decentralize the economic decision-making process and move towards a market
economy. However, business entities in many Eastern European countries do not have an extended
history of operating in a market-oriented economy, and the ultimate impact of Eastern European
countries
attempts to move toward more market-oriented economies is currently unclear. In addition, any
change in the leadership or policies of Eastern European countries may halt the expansion of or
reverse the liberalization of foreign investment policies now occurring and adversely affect
existing investment opportunities.
The economies of emerging countries may differ unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments. Many emerging countries have experienced in the past,
and continue to experience, high rates of inflation. In certain countries inflation has at times
accelerated rapidly to hyperinflationary levels, creating a negative interest rate environment and
sharply eroding the value of outstanding financial assets in those countries. Other emerging
countries, on the other hand, have recently experienced deflationary pressures and are in economic
recessions. The economies of many emerging countries are heavily dependent upon international
trade and are accordingly affected by protective trade barriers and the economic conditions of
their trading partners. In addition, the economies of some emerging countries are vulnerable to
weakness in world prices for their commodity exports.
An Underlying Funds income and, in some cases, capital gains from foreign stocks and
securities will be subject to applicable taxation in certain of the countries in which it invests,
and treaties between the U.S. and such countries may not be available in some cases to reduce the
otherwise applicable tax rates. See Taxation.
Foreign markets may also have different clearance and settlement procedures and in certain
U.S. markets, there have been times when settlements have been unable to keep pace with the volume
of securities transactions making it difficult to conduct such transactions. Delays in settlement
could result in temporary periods when a portion of an Underlying Funds assets is uninvested and
no return is earned thereon. The inability of an Underlying Fund to make intended security
purchases or sales due to settlement problems could result either in losses to the Underlying Fund
due to subsequent declines in value of the portfolio securities or, if the Underlying Fund has
entered into a contract to sell the securities, could result in possible liability of the
Underlying Fund to the purchaser. The creditworthiness of the local securities firms used by an
Underlying Fund in emerging countries may not be as sound as the creditworthiness of firms used in
more developed countries, thus subjecting Underlying Fund to a greater risk if a securities firm
defaults in the performance of its responsibilities.
B-63
Restrictions on Investment and Repatriation.
Certain emerging countries require governmental
approval prior to investments by foreign persons or limit investments by foreign persons to only a
specified percentage of an issuers outstanding securities or a specific class of securities which
may have less advantageous terms (including price) than securities of the issuer available for
purchase by nationals. Repatriation of investment income and capital from certain emerging
countries is subject to certain governmental consents. Even where there is no outright restriction
on repatriation of capital, the mechanics of repatriation may affect the operation of an Underlying
Fund.
Sovereign Debt Obligations.
Investment in sovereign debt can involve a high degree of risk.
The governmental entity that controls the repayment of sovereign debt may not be able or willing to
repay the principal and/or interest when due in accordance with the terms of such debt. A
governmental entitys willingness or ability to repay principal and interest due in a timely manner
may be affected by, among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the governmental entitys
policy towards the International Monetary Fund and the political constraints to which a
governmental entity may be subject. Governmental entities may also be dependent on expected
disbursements from foreign governments, multilateral agencies and others abroad to reduce principal
and interest on their debt. The commitment on the part of these governments, agencies and others
to make such disbursements may be conditioned on a governmental entitys implementation of economic
reforms and/or economic performance and the timely service of such debtors obligations. Failure
to implement such reforms, achieve such levels of economic performance or repay principal or
interest when due may result in the cancellation of such third parties commitments to lend funds
to the governmental entity, which may further impair such debtors ability or willingness to
service its debts in a timely manner. Consequently, governmental entities may default on their
sovereign debt. Holders of sovereign debt (including an Underlying Fund) may be requested to
participate in the rescheduling of such debt and to extend further loans to governmental agencies.
Emerging country governmental issuers are among the largest debtors to commercial banks,
foreign governments, international financial organizations and other financial institutions.
Certain emerging country governmental issuers have not been able to make payments of interest on or
principal of debt obligations as those payments have come due. Obligations arising from past
restructuring agreements may affect the economic performance and political and social stability of
those issuers.
The ability of emerging country governmental issuers to make timely payments on their
obligations is likely to be influenced strongly by the issuers balance of payments, including
export performance, and its access to international credits and investments. An emerging country
whose exports are concentrated in a few commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. Increased protectionism on the part of
an emerging countrys trading partners could also adversely affect the countrys exports and
tarnish its trade account surplus, if any. To the extent that emerging countries receive payment
for their exports in currencies other than dollars or non-emerging country currencies, the emerging
country issuers ability to make debt payments denominated in dollars or non-emerging market
currencies could be affected.
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To the extent that an emerging country cannot generate a trade surplus, it must depend on
continuing loans from foreign governments, multilateral organizations or private commercial banks,
aid payments from foreign governments and on inflows of foreign investment. The access of emerging
countries to these forms of external funding may not be certain, and a withdrawal of external
funding could adversely affect the capacity of emerging country governmental issuers to make
payments on their obligations. In addition, the cost of servicing emerging country debt
obligations can be affected by a change in international interest rates since the majority of these
obligations carry interest rates that are adjusted periodically based upon international rates.
Another factor bearing on the ability of emerging countries to repay debt obligations is the
level of international reserves of a country. Fluctuations in the level of these reserves affect
the amount of foreign exchange readily available for external debt payments and thus could have a
bearing on the capacity of emerging countries to make payments on these debt obligations.
As a result of the foregoing or other factors, a governmental obligor, especially in an
emerging country, may default on its obligations. If such an event occurs, an Underlying Fund may
have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be
pursued in the courts of the defaulting party itself, and the ability of the holder of foreign
sovereign debt securities to obtain recourse may be subject to the political climate in the
relevant country. In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of other foreign sovereign debt obligations in the event
of default under the commercial bank loan agreements.
Brady Bonds.
Certain foreign debt obligations, customarily referred to as Brady Bonds, are
created through the exchange of existing commercial bank loans to foreign entities for new
obligations in connection with debt restructuring under a plan introduced by former U.S. Secretary
of the Treasury, Nicholas F. Brady (the Brady Plan). Brady Bonds may be fully or partially
collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar
denominated). In the event of a default on collateralized Brady Bonds for which obligations are
accelerated, the collateral for the payment of principal will not be distributed to investors, nor
will such obligations be sold and the proceeds distributed. The collateral will be held by the
collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be
outstanding, at which time the face amount of the collateral will equal the principal payments
which would have then been due on the Brady Bonds in the normal course. In light of the residual
risk of the Brady Bonds and, among other factors, the history of default with respect to commercial
bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady
Bonds may be speculative.
Investing in Central and South American Countries
A significant portion of the Emerging Markets Debt Funds portfolio may be invested in issuers
located in Central and South American countries. The economies of Central and South American
countries have experienced considerable difficulties in the past decade, including high inflation
rates, high interest rates and currency devaluations. As a result, Central and South American
securities markets have experienced great volatility. In addition, a number of Central and South
American countries are among the largest emerging country debtors. There have been moratoria on,
and reschedulings of, repayment with respect to these debts. Such events can restrict the
flexibility of these
B-65
debtor nations in the international markets and result in the imposition of
onerous conditions on their economies.
In the past, many Central and South American countries have experienced substantial, and in
some periods extremely high, rates of inflation for many years. High inflation rates have also led
to high interest rates. Inflation and rapid fluctuations in inflation rates have had, and could,
in the future, have very negative effects on the economies and securities markets of certain
Central and South
American countries. Many of the currencies of Central and South American countries have
experienced steady devaluation relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. Any devaluations in the currencies in which the
Emerging Market Debt Funds portfolio securities are denominated may have a detrimental impact on
the Emerging Market Debt Fund. There is also a risk that certain Central and South American
countries may restrict the free conversion of their currencies into other currencies. Some Central
and South American countries may have managed currencies which are not free floating against the
U.S. dollar. This type of system can lead to sudden and large adjustments in the currency that, in
turn, can have a disruptive and negative effect on foreign investors. Certain Central and South
American currencies may not be internationally traded and it would be difficult for the Emerging
Market Debt Fund to engage in foreign currency transactions designed to protect the value of the
Emerging Market Debt Funds interests in securities denominated in such currencies.
In addition, substantial limitations may exist in certain countries with respect to the
Emerging Market Debt Funds ability to repatriate investment income, capital or the proceeds of
sales of securities by foreign investors. The Emerging Market Debt Fund could be adversely
affected by delays in, or a refusal to grant, any required governmental approval for repatriation
of capital, as well as by the application to the Emerging Market Debt Fund of any restrictions on
investments.
The emergence of the Central and South American economies and securities markets will require
continued economic and fiscal discipline that has been lacking at times in the past, as well as
stable political and social conditions. Governments of many Central and South American countries
have exercised and continue to exercise substantial influence over many aspects of the private
sector. The political history of certain Central and South American countries has been
characterized by political uncertainty, intervention by the military in civilian and economic
spheres and political corruption. Such developments, if they were to recur, could reverse
favorable trends toward market and economic reform, privatization and removal of trade barriers.
International economic conditions, particularly those in the United States, as well as world
prices for oil and other commodities may also influence the recovery of the Central and South
American economies. Because commodities such as oil, gas, minerals and metals represent a
significant percentage of the regions exports, the economies of Central and South American
countries are particularly sensitive to fluctuations in commodity prices. As a result, the
economies in many of these countries can experience significant volatility.
Certain Central and South American countries have entered into regional trade agreements that
would, among other things, reduce barriers among countries, increase competition among companies
and reduce government subsidies in certain industries. No assurance can be given that these
changes will result in the economic stability intended. There is a possibility that these trade
arrangements will
B-66
not be implemented, will be implemented but not completed or will be completed
but then partially or completely unwound. It is also possible that a significant participant could
choose to abandon a trade agreement, which could diminish its credibility and influence. Any of
these occurrences could have adverse effects on the markets of both participating and
non-participating countries, including share appreciation or depreciation of participants national
currencies and a significant increase in exchange
rate volatility, a resurgence in economic protectionism, an undermining of confidence in the
Central and South American markets, an undermining of Central and South American economic
stability, the collapse or slowdown of the drive toward Central and South American economic unity,
and/or reversion of the attempts to lower government debt and inflation rates that were introduced
in anticipation of such trade agreements. Such developments could have an adverse impact on the
Emerging Market Debt Funds investments in Central and South America generally or in specific
countries participating in such trade agreements.
Investing in Australia.
The Australian economy is dependent on the economies of Asia, Europe
and the U.S. as key trading partners and, in particular, on the price and demand for agricultural
products and natural resources. Asia includes countries in all stages of economic development,
although most Asian economies are characterized by over-extension of credit, currency devaluations
and restrictions, rising unemployment, high inflation, decreased exports and economic recessions.
Currency devaluations in any one country can have a significant effect on the entire Asian region.
Recently, the economies in the Asian region have suffered significant downturns as well as
significant volatility. Increased political and social unrest in any Asian country could cause
further economic and market uncertainty in the region. Europe includes both developed and emerging
economies. Most developed countries in Western Europe are members of the European Union (EU),
and many are also members of the European Monetary Union (EMU). The EMU requires compliance with
restrictions on inflation rates, deficits, and debt levels, and the tight fiscal and monetary
controls necessary to join the EMU may significantly affect every country in Europe. The U.S. is
Australias single largest trade and investment partner and is susceptible to sustained increases
in energy prices, weakness in the labor market, and rising long-term interest rates.
Australias stock exchanges are members of The Australian Stock Exchange. Trading is done by
a computerized system that enables all exchanges to quote uniform prices. The exchanges are
subject to oversight by both The Australian Stock Exchange and the Australian Securities and
Investments Commission, which work together to regulate the major aspects of stock exchange
operations. Australian reporting, accounting and auditing standards differ substantially from U.S.
standards. In general, Australian corporations do not provide all of 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. companies.
The total market capitalization of the Australian stock market is small relative to the U.S.
stock market. Australias chief industries are mining, industrial and transportation equipment,
food processing, chemicals and steel. Australias chief imports consist of machinery and transport
equipment, computers and office machines, telecommunications equipment and parts, crude oil, and
petroleum products. Australias chief exports consist of coal, gold, meat, wool, aluminum, iron
ore, wheat, machinery, and transport equipment.
B-67
Investing in Hong Kong.
The Hong Kong economy is dependent on the U.S. economy and the
economies of other Asian countries and can be significantly affected by currency fluctuations and
increasing competition from Asias other emerging economies. The willingness and ability of the
Chinese government to support the Hong Kong economy and market is uncertain, and changes in the
Chinese governments position could significantly affect Hong Kongs economy. Asia includes
countries in all stages of economic development, although most Asian economies are characterized by
over-extension of credit, currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports and economic recessions. Currency devaluations in any one country can
have a significant effect on the entire Asian region. In the late 1990s, the economies in the
Asian region suffered significant downturns and significant volatility increased. Heightened
political and social unrest in any Asian country could cause further economic and market
uncertainty in the region.
In 1997, Great Britain handed over control of Hong Kong to the Chinese mainland government.
Since that time, Hong Kong has been governed by a semi-constitution known as the Basic Law, which
guarantees a high degree of autonomy in certain matters until 2047, while defense and foreign
affairs are the responsibility of the central government in Beijing. The chief executive of Hong
Kong is appointed by the Chinese government. Hong Kong is able to participate in international
organizations and agreements and it 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 Basic Law guarantees existing freedoms, including free speech and
assembly, press, religion, and the right to strike and travel. Business ownership, private
property, the right of inheritance and foreign investment are also protected by law. China has
committed by treaty to preserve Hong Kongs autonomy until 2047. However, if China were to exert
its authority so as to alter the economic, political or legal structures of existing social policy
of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in
turn could negatively affect markets and business performance.
Trading on Hong Kongs stock exchange is conducted in the post trading method, matching buyers
and sellers through public outcry. Securities are denominated in the official unit of currency,
the Hong Kong dollar. Foreign investment in Hong Kong is generally unrestricted and proper
regulatory oversight is administered by the Hong Kong Securities and Futures Commission. Investors
are subject to a small stamp duty and a stock exchange levy, but capital gains are tax-exempt.
Despite significant upgrades in the required presentation of financial information in the past
decade, reporting, accounting and auditing practices remain significantly less rigorous than U.S.
standards. 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. Hong Kongs chief industries are textiles, clothing, tourism, banking, shipping,
electronics, plastics, toys, watches and clocks. Hong Kongs chief imports consist of electrical
machinery and appliances, textiles, foodstuffs, transport equipment, raw materials, semi
manufactures, petroleum and plastics. Hong Kongs chief exports consist of electrical machinery
and appliances, textiles, apparel footwear, watches and clocks, toys, plastics, and precious
stones.
B-68
Investing in Japan
. Japans economy grew substantially after World War II. The boom in
Japans equity and property markets during the expansion of the late 1980s supported high rates of
investment and consumer spending on durable goods, but both of these components of demand
subsequently retreated sharply following a decline in asset prices. More recently, Japans
economic growth has been substantially below the levels of earlier decades. The banking sector has
continued to suffer from non-performing loans and the economy generally has been subject to
deflationary pressures. Many Japanese banks have required public funds to avert insolvency, and
large amounts of bad debt have prevented banks from expanding their loan portfolios despite low
discount rates. In 2003, Japans Financial Services Agency established the Industrial
Revitalization Corporation Japan (IRCJ) to assist in cleaning up the non-performing loans of the
Japanese banking sector. The IRCJ is modeled after the Resolution Trust Corporation, which was
created in the United States to address the savings and loans crisis, and is scheduled to complete
its work and be dissolved in 2008. However, several banks paid back all their public money in
2006. Recent economic performance has shown improvements with positive growth in gross domestic
product in 2004 and 2005 and a reduction in non-performing loans since 2002.
Like many European countries, Japan is experiencing a deterioration of its competitiveness.
Factors contributing to this include high wages, a generous pension and universal health care
system, an aging populace and structural rigidities. Japan is reforming its political process and
deregulating its economy to address this situation. Among other things, the Japanese labor market
is moving from a system of lifetime company employment in response to the need for increased labor
mobility, and corporate governance systems are being introduced to new accounting rules,
decision-making mechanisms and managerial incentives. Internal conflict over the proper way to
reform the financial system will continue as Japan Posts banking, insurance and delivery service
undergoes privatization between 2007 and 2017. Japans huge government debt which currently totals
170% of GDP is also a major long-run problem.
The conservative Liberal Democratic Party has been in power since 1955, except for a
short-lived coalition government formed from opposition parties in 1993 following the economic
crisis of 1990-1992. Former Prime Minister Junichiro Koizumi focused on stabilizing the Japanese
banking system to allow for sustained economic recovery. It is too soon to know where current
Prime Minister Shinzo Abe, elected in September 2006, will focus. However, he has placed reformers
on the Council of Economic and Fiscal Policy and indicated an interest in foreign policy. Future
political developments may lead to changes in policy that might adversely affect an Underlying
Funds investments.
Japans heavy dependence on international trade has been adversely affected by trade tariffs
and other protectionist measures as well as the economic condition of its trading partners. While
Japan subsidizes its agricultural industry, only approximately 12% of its land is suitable for
cultivation and the country must import 60% of its requirements for grains (other than rice) and
fodder crops. In addition, its export industry, its most important economic sector, depends 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. Japans high volume of exports,
such as automobiles, machine tools and semiconductors, have caused trade tensions, particularly
with the United States. Some trade agreements, however, have been implemented to reduce these
tensions and members of the Council on Economic and Fiscal Policy have indicated an interest in
seeking more free trade agreements. The
B-69
relaxing of official and de facto barriers to imports, or
hardships created by any pressures brought by
trading partners, could adversely affect Japans economy. A substantial rise in world oil or
commodity prices could also have a negative effect. The Japanese yen has fluctuated widely during
recent periods. 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. 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 the market.
Reporting, accounting, and auditing practices for the Japanese market are similar to those in
the United States, for the most part, with certain exceptions. In particular, the Japanese
government does not require companies to provide the same depth and frequency of disclosure
required by U.S. law.
Geologically, Japan is located in a volatile area of the world, and has historically been
vulnerable to earthquakes, volcanoes and other natural disasters. As demonstrated by the Kobe
earthquake in January of 1995, in which 5,000 people were killed and billions of dollars of damage
was sustained, these natural disasters can be significant enough to affect the countrys economy.
Investing in the United Kingdom.
The economies of the United Kingdom may be significantly
affected by the economies of other European countries. Europe includes both developed and emerging
economies. Most developed countries in Western Europe are members of the EU, and many are also
members of the EMU. The EMU requires compliance with restrictions on inflation rates, deficits,
and debt levels, and the tight fiscal and monetary controls necessary to join the EMU may
significantly affect every country in Europe. Many Eastern European countries continue to move
toward market economies. However, Eastern European markets remain relatively undeveloped and can
be particularly sensitive to political and economic developments.
The United Kingdom is Europes largest equity market in terms of aggregate market
capitalization. Despite having a great deal of common purpose and common concepts, the accounting
principles in the United Kingdom and the U.S. can lead to markedly different financial statements.
In the global market for capital, investors may want to know about a companys results and
financial position under their own principles. This is particularly so in the U.S. capital
markets. The overriding requirement for a United Kingdom companys financial statements is that
they give a true and fair view. Accounting standards are an authoritative source as to what is
and is not a true and fair view, but do not define it unequivocally. Ad hoc adaptations to
specific circumstances may be required. In the U.S., financial statements are more conformed
because they must be prepared in accordance with generally accepted accounting principles.
The United Kingdoms chief industries are machine tools, electric power equipment, automation
equipment, railroad equipment, shipbuilding, aircraft, motor vehicles and parts, electronics and
communications equipment, metals, chemicals, coal, petroleum, paper and paper products, food
processing, textiles, clothing and other consumer goods. The United Kingdoms chief imports
consist of manufactured goods, machinery, fuels and foodstuffs. Chief exports consist of
manufactured goods, fuels, chemicals, food, beverages and tobacco.
B-70
Restructured Investments
Included among the issuers of emerging country debt securities are entities organized and
operated solely for the purpose of restructuring the investment characteristics of various
securities. These entities are often organized by investment banking firms which receive fees in
connection with establishing each entity and arranging for the placement of its securities. This
type of restructuring involves the deposit with or purchase by an entity, such as a corporation or
trust, or specified instruments, such as Brady Bonds, and the issuance by the entity of one or more
classes of securities (Restructured Investments) backed by, or representing interests in, the
underlying instruments. The cash flow on the underlying instruments may be apportioned among the
newly issued Restructured Investments to create securities with different investment
characteristics such as varying maturities, payment priorities or investment rate provisions.
Because Restructured Investments of the type in which an Underlying Fund may invest typically
involve no credit enhancement, their credit risk will generally be equivalent to that of the
underlying instruments.
Certain Underlying Funds are permitted to invest in a class of Restructured Investments that
is either subordinated or unsubordinated to the right of payment of another class. Subordinated
Restructured Investments typically have higher yields and present greater risks than unsubordinated
Restructured Investments. Although an Underlying Funds purchases of subordinated Restructured
Investments would have a similar economic effect to that of borrowing against the underlying
securities, such purchases will not be deemed to be borrowing for purposes of the limitations
placed on the extent of an Underlying Funds assets that may be used for borrowing.
Certain issuers of Restructured Investments may be deemed to be investment companies as
defined in the Act. As a result, an Underlying Funds investments in these Restructured
Investments may be limited by the restrictions contained in the Act. Restructured Investments are
typically sold in private placement transactions, and there currently is no active trading market
for most Restructured Investments.
Forward Foreign Currency Exchange Contracts.
Certain of the Underlying 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. Certain of the Underlying Funds may
also enter into forward foreign currency exchange contracts to seek to increase total return. A
forward foreign currency exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. These contracts are traded
in the interbank market between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no commissions are
generally charged at any stage for trades.
At the maturity of a forward contract an Underlying Fund may either accept or make delivery of
the currency specified in the contract or, at or prior to maturity, enter into a closing purchase
transaction involving the purchase or sale of an offsetting contract. Closing purchase transactions
with
respect to forward contracts are often, but not always, effected with the currency trader who is a
party to the original forward contract.
B-71
An Underlying Fund may enter into forward foreign currency exchange contracts in several
circumstances. First, when an Underlying Fund enters into a contract for the purchase or sale of a
security denominated or quoted in a foreign currency, or when an Underlying Fund anticipates the
receipt in a foreign currency of dividend or interest payments on such a security which it holds,
the Underlying Fund may desire to lock in the U.S. dollar price of the security or the U.S.
dollar equivalent of such dividend or interest payment, as the case may be. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of
foreign currency involved in the underlying transactions, the Underlying Fund will attempt to
protect itself against an adverse change in the relationship between the U.S. dollar and the
subject foreign currency during the period between the date on which the security is purchased or
sold, or on which the dividend or interest payment is declared, and the date on which such payments
are made or received.
Additionally, when an Underlying Funds investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter
into a forward contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency
approximating the value of some or all of an Underlying Funds portfolio securities quoted or
denominated in such foreign currency. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible because the future value of such
securities in foreign currencies will change as a consequence of market movements in the value of
those securities between the date on which the contract is entered into and the date it matures.
Using forward contracts to protect the value of an Underlying Funds portfolio securities against a
decline in the value of a currency does not eliminate fluctuations in the underlying prices of the
securities. It simply establishes a rate of exchange which an Underlying Fund can achieve at some
future point in time. The precise projection of short-term currency market movements is not
possible, and short-term hedging provides a means of fixing the U.S. dollar value of only a portion
of an Underlying Funds foreign assets.
Certain of the Underlying Funds may engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities quoted or denominated in a
different currency if the Underlying Funds investment adviser determines that there is a pattern
of correlation between the two currencies. In addition, certain Underlying Funds may enter into
foreign currency transactions to seek a closer correlation between an Underlying Funds overall
currency exposures and the currency exposures of the Underlying Funds performance benchmark.
Unless otherwise covered in accordance with applicable regulations, cash or liquid assets of
an Underlying Fund will be segregated in an amount equal to the value of the Underlying Funds
total assets committed to the consummation of forward foreign currency exchange contracts requiring
the Underlying Fund to purchase foreign currencies and forward contracts entered into to seek to
increase total return. If the value of the segregated assets declines, additional cash or liquid
assets will be segregated so that the value of the assets will equal the amount of an Underlying
Funds commitments
with respect to such contracts. Certain of the Underlying Funds will not enter into a forward
contract with a term of greater than one year.
While an Underlying Fund may enter into forward contracts to reduce currency exchange rate
risks, transactions in such contracts involve certain other risks. Thus, while an Underlying Fund
may benefit from such transactions, unanticipated changes in currency prices may result in a poorer
overall
B-72
performance for the Underlying Fund than if it had not engaged in any such transactions.
Moreover, there may be imperfect correlation between an Underlying Funds portfolio holdings of
securities quoted or denominated in a particular currency and forward contracts entered into by
such Underlying Fund. Such imperfect correlation may cause an Underlying Fund to sustain losses which will
prevent the Underlying Fund from achieving a complete hedge or expose the Underlying Fund to risk
of foreign exchange loss.
Markets for trading foreign forward currency contracts offer less protection against defaults
than is available when trading in currency instruments on an exchange. Forward contracts are
subject to the risk that the counterparty to such contract will default on its obligations. Since
a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a
default on the contract would deprive an Underlying Fund of unrealized profits, transaction costs
or the benefits of a currency hedge or force the Underlying Fund to cover its purchase or sale
commitments, if any, at the current market price. In addition, the institutions that deal in
forward currency contracts are not required to make markets in the currencies they trade and these
markets can experience periods of illiquidity.
Forward contracts are subject to the risk that the counterparty to such contract will default
on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would deprive an Underlying Fund of unrealized
profits, transaction costs or the benefits of a currency hedge or force the Underlying Fund to
cover its purchase or sale commitments, if any, at the current market price. An Underlying Fund
will not enter into such transactions unless the credit quality of the unsecured senior debt or the
claims-paying ability of the counterparty is considered to be investment grade by its investment
adviser. To the extent that a substantial portion of an Underlying Funds total assets, adjusted
to reflect the Underlying Funds net position after giving effect to currency transactions, is
denominated or quoted in the currencies of foreign countries, the Underlying Fund will be more
susceptible to the risk of adverse economic and political developments within those countries.
Writing and Purchasing Currency Call and Put Options.
Certain of the Underlying Funds may, to
the extent they invest in foreign securities, write covered put and call options and purchase put
and call options on foreign currencies for the purpose of protecting against declines in the U.S.
dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of
foreign securities to be acquired. As with other kinds of option transactions, however, the
writing of an option on foreign currency will constitute only a partial hedge, up to the amount of
the premium received. If and when an Underlying Fund seeks to close out an option, the Underlying
Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates,
thereby incurring losses. The purchase of an option on foreign currency may constitute an
effective hedge against exchange rate fluctuations;
however, in the event of exchange rate movements adverse to an Underlying Funds position, the
Underlying Fund may forfeit the entire amount of the premium plus related transaction costs.
Options on foreign currencies may be traded on U.S. and foreign exchanges or over-the-counter. The
Underlying Funds (other than the U.S. Equity Dividend and Premium Fund, Government Income Fund,
U.S. Mortgages Fund, Financial Square Prime Obligations Fund and Short Duration Government Fund)
may purchase call options on currency to seek to increase total return.
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Options on currency may also be used for cross-hedging purposes, which involves writing or
purchasing options on one currency to seek to hedge against changes in exchange rates for a
different currency with a pattern of correlation, or to seek to increase total return when an
Underlying Funds investment adviser anticipates that the currency will appreciate or depreciate in
value, but the securities quoted or denominated in that currency do not present attractive
investment opportunities and are not included in the Underlying Funds portfolio.
A call option written by an Underlying Fund obligates an Underlying Fund to sell a specified
currency to the holder of the option at a specified price if the option is exercised before the
expiration date. A put option written by an Underlying Fund would obligate an Underlying Fund to
purchase a specified currency from the option holder at a specified price if the option is
exercised before the expiration date. The writing of currency options involves a risk that an
Underlying Fund will, upon exercise of the option, be required to sell currency subject to a call
at a price that is less than the currencys market value or be required to purchase currency
subject to a put at a price that exceeds the currencys market value. Written put and call options
on foreign currencies may be covered in a manner similar to written put and call options on
securities and securities indices described under Writing Options above.
An Underlying Fund may terminate its obligations under a written call or put option by
purchasing an option identical to the one it has written. Such purchases are referred to as
closing purchase transactions. An Underlying Fund may enter into closing sale transactions in
order to realize gains or minimize losses on options purchased by the Underlying Fund.
An Underlying Fund may purchase call options on foreign currency in anticipation of an
increase in the U.S. dollar value of currency in which securities to be acquired by an Underlying
Fund are quoted or denominated. The purchase of a call option would entitle the Underlying Fund,
in return for the premium paid, to purchase specified currency at a specified price during the
option period. An Underlying Fund would ordinarily realize a gain if, during the option period,
the value of such currency exceeded the sum of the exercise price, the premium paid and transaction
costs; otherwise the Underlying Fund would realize either no gain or a loss on the purchase of the
call option.
An Underlying Fund may purchase put options in anticipation of a decline in the U.S. dollar
value of the currency in which securities in its portfolio are quoted or denominated (protective
puts). The purchase of a put option would entitle an Underlying Fund, in exchange for the premium
paid, to sell specified currency at a specified price during the option period. The purchase of
protective puts is usually designed to offset or hedge against a decline in the U.S. dollar value
of an Underlying Funds portfolio securities due to currency exchange rate fluctuations. An
Underlying Fund would ordinarily
realize a gain if, during the option period, the value of the underlying currency decreased below
the exercise price sufficiently to more than cover the premium and transaction costs; otherwise the
Underlying Fund would realize either no gain or a loss on the purchase of the put option. Gains
and losses on the purchase of protective put options would tend to be offset by countervailing
changes in the value of underlying currency or portfolio securities.
In addition to using options for the hedging purposes described above, certain Underlying
Funds may use options on currency to seek to increase total return. These Underlying Funds may write (sell)
covered put and call options on any currency in order to realize
greater income than would be realized
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on portfolio securities transactions alone. However, in writing covered call options for
additional income, an Underlying Fund may forego the opportunity to profit from an increase in the
market value of the underlying currency. Also, when writing put options, an Underlying Fund
accepts, in return for the option premium, the risk that it may be required to purchase the
underlying currency at a price in excess of the currencys market value at the time of purchase.
Special Risks Associated with Options on Currency.
An exchange traded options position may be
closed out only on an options exchange that provides a secondary market for an option of the same
series. Although an Underlying Fund will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option, or at any particular time. For some
options, no secondary market on an exchange may exist. In such event, it might not be possible to
effect closing transactions in particular options, with the result that an Underlying Fund would
have to exercise its options in order to realize any profit and would incur transaction costs upon
the sale of underlying securities pursuant to the exercise of put options. If an Underlying Fund
as an option writer is unable to effect a closing purchase transaction in a secondary market, it
may not be able to sell the underlying currency (or security quoted or denominated in that
currency) or dispose of the segregated assets, until the option expires or it delivers the
underlying currency upon exercise.
There is no assurance that higher than anticipated trading activity or other unforeseen events
might not, at times, render certain of the facilities of the Options Clearing Corporation
inadequate, and thereby result in the institution by an exchange of special procedures which may
interfere with the timely execution of customers orders.
An Underlying Fund may purchase and write over-the-counter options to the extent consistent
with its limitation on investments in illiquid securities. Trading in over-the-counter options is
subject to the risk that the other party will be unable or unwilling to close out options purchased
or written by an Underlying Fund.
The amount of the premiums which an Underlying Fund may pay or receive may be adversely
affected as new or existing institutions, including other investment companies, engage in or
increase their option purchasing and writing activities.
Mortgage Dollar Rolls
Certain of the Underlying Funds may enter into mortgage dollar rolls in which an Underlying
Fund sells securities for delivery in the current month and simultaneously contracts with the same
counterparty to repurchase similar, but not identical securities on a specified future date.
During the roll period, an Underlying Fund loses the right to receive principal and interest paid
on the securities sold. However, an Underlying Fund would benefit to the extent of any difference
between the price received for the securities sold and the lower forward price for the future
purchase or fee income plus the interest earned on the cash proceeds of the securities sold until
the settlement date of the forward purchase. All cash proceeds will be invested in instruments
that are permissible investments for the applicable Underlying Fund. An Underlying Fund will segregate until
the settlement date cash or liquid assets, as permitted by applicable law, in an amount equal to
its forward purchase price.
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For financial reporting and tax purposes, the Underlying Funds treat mortgage dollar rolls as
two separate transactions; one involving the purchase of a security and a separate transaction
involving a sale. The Underlying Funds do not currently intend to enter into mortgage dollar rolls
for financing and do not treat them as borrowings.
Mortgage dollar rolls involve certain risks including the following: if the broker-dealer to
whom an Underlying Fund sells the security becomes insolvent, an Underlying Funds right to
purchase or repurchase the mortgage-related securities subject to the mortgage dollar roll may be
restricted. Also the instrument which an Underlying Fund is required to repurchase may be worth
less than an instrument which an Underlying Fund originally held. Successful use of mortgage
dollar rolls will depend upon the ability of an Underlying Funds investment adviser to manage an
Underlying Funds interest rate and mortgage prepayments exposure. For these reasons, there is no
assurance that mortgage dollar rolls can be successfully employed. The use of this technique may
diminish the investment performance of an Underlying Fund compared to what such performance would
have been without the use of mortgage dollar rolls.
Convertible Securities
Certain of the Underlying Funds may invest in convertible securities. Convertible securities
are bonds, debentures, notes, preferred stocks or other securities that may be converted into or
exchanged for a specified amount of common stock (or other securities) of the same or different
issuer within a particular period of time at a specified price or formula. A convertible security
entitles the holder to receive interest that is generally paid or accrued on debt or a dividend
that is paid or accrued on preferred stock until the convertible security matures or is redeemed,
converted or exchanged. Convertible securities have unique investment characteristics, in that they
generally (i) have higher yields than common stocks, but lower yields than comparable
non-convertible securities, (ii) are less subject to fluctuation in value than the underlying
common stock due to their fixed income characteristics and (iii) provide the potential for capital
appreciation if the market price of the underlying common stock increases.
The value of a convertible security is a function of its investment value (determined by its
yield in comparison with the yields of other securities of comparable maturity and quality that do
not have a conversion privilege) and its conversion value (the securitys worth, at market value,
if converted into the underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates, with investment value normally declining as interest rates
increase and increasing as interest rates decline. The credit standing of the issuer and other
factors may also have an effect on the convertible securitys investment value. The conversion
value of a convertible security is determined by the market price of the underlying common stock.
If the conversion value is low relative to the investment value, the price of the convertible
security is governed principally by its investment value. To the extent the market price of the
underlying common stock approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value. A convertible security generally
will sell at a premium over its conversion value by the extent to which investors place value on
the right to acquire the underlying common stock while holding a fixed income security.
B-76
A convertible security may be subject to redemption at the option of the issuer at a price
established in the convertible securitys governing instrument. If a convertible security held by
an Underlying Fund is called for redemption, the Underlying Fund will be required to permit the
issuer to redeem the security, convert it into the underlying common stock or sell it to a third
party. Any of these actions could have an adverse effect on an Underlying Funds ability to
achieve its investment objective, which, in turn, could result in losses to the Underlying Fund.
Currency Swaps, Mortgage Swaps, Credit Swaps, Index Swaps, Interest Rate Swaps, Total Return Swaps,
Options on Swaps, and Interest Rate Caps, Floors and Collars
Certain Underlying Funds may enter into currency swaps for both hedging purposes and to seek
to increase total return. In addition, certain of the Underlying Funds may enter into mortgage,
credit, index, interest rate and total return swaps and other interest rate swap arrangements such
as rate caps, floors and collars, for hedging purposes or to seek to increase total return.
Certain Underlying Funds may also purchase and write (sell) options on swaps, commonly referred to
as swaptions. Swap agreements are two party contracts entered into primarily by institutional
investors. In a standard swap transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined investments or
instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or
swapped between the parties are generally calculated with respect to a notional amount, i.e.,
the return on or increase in value of a particular dollar amount invested at a particular interest
rate, in a particular foreign currency or security, or in a basket of securities representing a
particular index. Currency swaps involve the exchange by an Underlying Fund with another party of
their respective rights to make or receive payments in specified currencies. Interest rate swaps
involve the exchange by an Underlying Fund with another party of their respective commitments to
pay or receive interest, such as an exchange of fixed rate payments for floating rate payments.
Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and
receive interest. The notional principal amount, however, is tied to a reference pool or pools of
mortgages. Index swaps involve the exchange by an Underlying Fund with another party of the
respective amounts payable with respect to a notional principal amount at interest
rates equal to two specified indices. Credit swaps involve the receipt of floating or fixed rate
payments in exchange for assuming potential credit losses on an underlying security. Credit swaps
give one party to a transaction the right to dispose of or acquire an asset (or group of assets),
or the right to receive from or make a payment to the other party, upon the occurrence of specified
credit events. Total return swaps are contracts that obligate a party to pay or receive interest
in exchange for payment by the other party of the total return generated by a security, a basket of
securities, an index, or an index component. A swaption is an option to enter into a swap
agreement. Like other types of options, the buyer of a swaption pays a non-refundable premium for
the option and obtains the right, but not the obligation, to enter into an underlying swap on
agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if
the option is exercised) to enter into an underlying swap on agreed-upon terms. The purchase of an
interest rate cap entitles the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payment of interest on a notional principal amount from the
party selling such interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from the party selling the interest
rate floor. An interest rate collar is the combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates. Since interest rate, mortgage and
currency swaps and
B-77
interest rate caps, floors and collars are individually negotiated, each Underlying Fund expects to
achieve an acceptable degree of correlation between its portfolio investments and its swap, cap,
floor and collar positions.
A great deal of flexibility is possible in the way swap transactions are structured. However,
generally an Underlying Fund will enter into interest rate, total return, credit, mortgage and
index swaps on a net basis, which means that the two payment streams are netted out, with the
Underlying Fund receiving or paying, as the case may be, only the net amount of the two payments.
Interest rate, total return, credit, index and mortgage swaps do not normally involve the delivery
of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to
interest rate, total return, credit, index and mortgage swaps is normally limited to the net amount
of interest payments that the Underlying Fund is contractually obligated to make. If the other
party to an interest rate, total return, credit, index or mortgage swap defaults, the Underlying
Funds risk of loss consists of the net amount of interest payments that the Underlying Fund is
contractually entitled to receive, if any. In contrast, currency swaps usually involve the
delivery of the entire principal amount of one designated currency in exchange for the other
designated currency. Therefore, the entire principal value of a currency swap is subject to the
risk that the other party to the swap will default on its contractual delivery obligations. A
credit swap may have as reference obligations one or more securities that may, or may not, be
currently held by an Underlying Fund. The protection buyer in a credit swap is generally
obligated to pay the protection seller an upfront or a periodic stream of payments over the term
of the swap provided that no credit event, such as a default, on a reference obligation has
occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full
notional value) of the swap in exchange for an equal face amount of deliverable obligations of the
reference entity described in the swap, or the seller may be required to deliver the related net
cash amount, if the swap is cash settled. An Underlying Fund may be either the buyer or seller in
the transaction. If the Underlying Fund is a buyer and no credit event occurs, the Underlying Fund
may recover nothing if the swap is held through its termination date. However, if a credit event
occurs, the buyer generally may elect to receive the full notional value of the swap in exchange
for an equal face amount of deliverable obligations of the reference entity whose value may have
significantly decreased. As a seller, an Underlying Fund generally receives an upfront payment or
a rate of income throughout the term of the swap provided that there is no credit event. As the
seller, an Underlying Fund would effectively add leverage to its portfolio because, in addition to
its total net assets, an Underlying Fund would be subject to investment exposure on the notional
amount of the swap. If a credit event occurs, the value of any deliverable obligation received by
the Underlying Fund as seller, coupled with the upfront or periodic payments previously received,
may be less than the full notional value it pays to the buyer, resulting in a loss of value to the
Underlying Fund. To the extent that an Underlying Funds exposure in a transaction involving a
swap, a swaption or an interest rate floor, cap or collar is covered by the segregation of cash or
liquid assets or is covered by other means in accordance with SEC guidance or otherwise, the
Underlying Funds and their investment advisers believe that the transactions do not constitute
senior securities under the Act and, accordingly, will not treat them as being subject to an
Underlying Funds borrowing restrictions.
An Underlying Equity Fund (other than U.S. Equity Dividend and Premium Fund which does not
enter into swap transactions) will not enter into swap transactions unless the unsecured commercial
paper, senior debt or claims paying ability of the other party thereto is considered to be
investment grade by its investment adviser. The Underlying Fixed Income Funds will not enter into
any total return, interest rate or credit swap transactions unless the unsecured commercial paper,
senior debt or
B-78
claims-paying ability of the other party is rated either A or A-1 or better by Standard & Poors or
A or P-1 or better by Moodys or their equivalent ratings. The Underlying Fixed Income Funds
(other than U.S. Mortgages Fund and Local Emerging Markets Debt Fund which do not enter mortgage
swap transactions) will not enter into any mortgage swap transactions unless the unsecured
commercial paper, senior debt or claims-paying ability of the other party is rated either A or A-1
or better by Standard & Poors or A or P-1 or better by Moodys or their equivalent ratings. The
Underlying Fixed Income Funds (other than Short Duration Government Fund, Government Income Fund,
Ultra-Short Duration Government Fund and U.S. Mortgages Fund) will not enter into any total return
swap actions unless the unsecured commercial paper, senior debt or claims-paying ability of the
other party is rated either A or A-1 or better by Standard & Poors or A or P-1 or better by
Moodys or their equivalent ratings. The Core Fixed Income, Global Income, High Yield, Local
Emerging Markets Debt, Structured Emerging Markets Debt, Structured International Small Cap and
Emerging Markets Debt Funds will not enter into any currency swap transactions unless the unsecured
commercial paper, senior debt or claims-paying ability of the other party thereto is rated
investment grade by Standard & Poors or Moodys or their equivalent ratings or, if unrated by such
rating agencies, determined to be of comparable quality by the applicable investment adviser. If
there is a default by the other party to such a transaction, an Underlying Fund will have
contractual remedies pursuant to the agreements related to the transaction.
The use of interest rate, total return, mortgage, credit, index and currency swaps, as well as
swaptions and interest rate caps, floors and collars is a highly specialized activity which
involves investment techniques and risks different from those associated with ordinary portfolio
securities transactions. The use of a swap requires an understanding not only of the referenced
asset, reference rate, or index but also of the swap itself, without the benefit of observing the
performance of the swap under all possible market conditions. If an Underlying Funds investment
adviser is incorrect in its forecasts of market values, credit quality, interest rates and currency
exchange rates, the investment performance of an Underlying Fund would be less favorable than it
would have been if this investment technique were not used.
In addition, these transactions can involve greater risks than if an Underlying Fund had
invested in the reference obligation directly since, in addition to general market risks, swaps are
subject to illiquidity risk, counterparty risk, credit risk and pricing risk. Because they are two
party contracts and because they may have terms of greater than seven days, swap transactions may
be considered to be illiquid. Moreover, an Underlying Fund bears the risk of loss of the amount
expected to be received under a swap agreement in the event of the default or bankruptcy of a swap
counterparty. Many swaps are complex and often valued subjectively. Swaps may be subject to
pricing or basis risk, which exists when a particular swap becomes extraordinarily expensive
relative to historical prices or the price of corresponding cash market instruments. Under certain
market conditions it may not be economically feasible to imitate a transaction or liquidate a
position in time to avoid a loss or take advantage of an opportunity. If a swap transaction is
particularly large or if the relevant market is illiquid, it may not be possible to initiate a
transaction or liquidate a position at an advantageous time or price, which may result in
significant losses.
The swap market has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the
markets for other similar instruments which are traded in the interbank market. The investment
B-79
advisers for the Underlying Funds, under the supervision of the Board of Trustees, are responsible
for determining and monitoring the liquidity of the Underlying Funds transactions in swaps,
swaptions, caps, floors and collars.
Preferred Securities
The Underlying Equity Funds and the Local Emerging Markets Debt Fund, Core Fixed Income Fund,
High Yield Fund, Emerging Markets Debt Fund, and Investment Grade Credit 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 Underlying Equity Fund may enter into equity swap contracts to invest in a market without
owning or taking physical custody of securities in various circumstances, including circumstances
where direct investment in the securities is restricted for legal reasons or is otherwise
impracticable. Equity swaps may also be used for hedging purposes or to seek to increase total
return. The counterparty to an equity swap contract will typically be a bank, investment banking
firm or broker/dealer. Equity swaps may be structured in different ways. For example, a
counterparty may agree to pay the Underlying Fund the amount, if any, by which the notional amount
of the equity swap contract would have increased in value had it been invested in particular stocks
(or an index of stocks), plus the dividends that would have been received on those stocks. In
these cases, the Underlying Fund may agree to pay to the counterparty a floating rate of interest
on the notional amount of the equity swap contract plus the amount, if any, by which that notional
amount would have decreased in value had it been invested in such stocks. Therefore, the return to
the Underlying Fund on the equity swap contract should be the gain or loss on the notional amount
plus dividends on the stocks less the interest paid by the Underlying Fund on the notional amount.
In other cases, the counterparty and the Underlying Fund may each agree to pay the other the
difference between the relative investment performances that would have been achieved if the
notional amount of the equity swap contract had been invested in different stocks (or indices of
stocks).
An Underlying Equity Fund will generally enter into equity swaps on a net basis, which means
that the two payment streams are netted out, with the Underlying Fund receiving or paying, as the
case may be, only the net amount of the two payments. Payments may be made at the conclusion of an
equity swap contract or periodically during its term. Equity swaps normally do not involve the
delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to
equity swaps is normally limited to the net amount of payments that an Underlying Fund is contractually
obligated to make. If the other party to an equity swap defaults, an Underlying Funds risk of
loss consists of the net amount of payments that such Underlying Fund is contractually entitled to
receive, if any. Inasmuch as these transactions are entered into for hedging purposes or are
offset by segregated
B-80
cash or liquid assets to cover the Underlying Funds exposure, the Underlying
Funds and their investment advisers believe that transactions do not constitute senior securities
under the Act and, accordingly, will not treat them as being subject to an Underlying Funds
borrowing restrictions.
An Underlying Equity Fund will enter into equity swap transactions only if the unsecured
commercial paper, senior debt or claims paying ability of the other party thereto is considered to
be investment grade by the investment adviser. An Underlying Funds ability to enter into certain
swap transactions may be limited by tax considerations.
Real Estate Investment Trusts
The Underlying Equity Funds and the Commodity Strategy Fund may invest in shares of REITs.
REITs are pooled investment vehicles which invest primarily in real estate or real estate related
loans. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity
and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and
derive income primarily from the collection of rents. Equity REITs can also realize capital gains
by selling properties that have appreciated in value. Mortgage REITs invest the majority of their
assets in real estate mortgages and derive income from the collection of interest payments. Like
regulated investment companies such as the Underlying Funds, REITs are not taxed on income
distributed to shareholders provided they comply with certain requirements under the Code. An
Underlying Fund will indirectly bear its proportionate share of any expenses paid by REITs in which
it invests in addition to the expenses paid by an Underlying Fund.
Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in
the value of the underlying property owned by such REITs, while mortgage REITs may be affected by
the quality of any credit extended. REITs are dependent upon management skills, are not
diversified (except to the extent the Code requires), and are subject to the risks of financing
projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation,
and the possibilities of failing to qualify for the exemption from tax for distributed income under
the Code and failing to maintain their exemptions from the Act. REITs (especially mortgage REITs)
are also subject to interest rate risks.
Lending of Portfolio Securities
Each Underlying Fund may lend portfolio securities. Under present regulatory policies, such
loans may be made to institutions such as brokers or dealers (including, Goldman Sachs), and are
required to be secured continuously by collateral in cash, cash equivalents, letters of credit or
U.S. Government Securities maintained on a current basis at an amount, marked to market daily, at
least equal to the market value of the securities loaned. Underlying Funds may invest cash
received as collateral for securities lending transactions in short-term investments. Investing
the collateral subjects it
to market depreciation or appreciation, and an Underlying Fund is responsible for any loss that may
result from its investment of the borrowed collateral. An Underlying Fund will have the right to
terminate a loan at any time and recall the loaned securities within the normal and customary
settlement time for securities transactions. For the duration of the loan, an Underlying Fund will
continue to receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned and will also receive compensation from investment of the collateral. An
Underlying Fund will not have the right to vote
B-81
any securities having voting rights during the
existence of the loan, but an Underlying Fund may call the loan in anticipation of an important
vote to be taken by the holders of the securities or the giving or withholding of their consent on
a material matter affecting the investment. As with other extensions of credit there are risks of
delay in recovering, or even loss of rights in, the collateral and loaned securities should the
borrower of the securities fail financially. However, the loans will be made only to firms deemed
to be of good standing, and when the consideration which can be earned currently from securities
loans of this type is deemed to justify the attendant risk. In determining whether to lend
securities to a particular borrower, and during the period of the loan, the creditworthiness of the
borrower will be considered and monitored. It is intended that the value of securities loaned by
an Underlying Fund will not exceed one-third of the value of the Underlying Funds total assets
(including the loan collateral).
The Underlying Funds Board of Trustees has approved each Underlying Funds participation in a
securities lending program and adopted policies and procedures relating thereto. Under the
securities lending program, the Underlying Funds have retained an affiliate of their respective
investment advisers to serve as the securities lending agent for the Underlying Funds. For these
services the lending agent may receive a fee from the Underlying Funds, including a fee based on
the returns earned on the Underlying Funds investment of cash received as collateral for the
loaned securities. In addition, the Underlying Funds may make brokerage and other payments to
Goldman Sachs and its affiliates in connection with the Underlying Funds portfolio transactions.
The lending agent may, on behalf of the Underlying Funds, invest cash collateral received by the
Underlying Funds for securities loans in, among other things, other registered or unregistered
funds. These funds include private investing funds or money market funds that are managed by the
investment adviser or its affiliates for the purpose of investing cash collateral generated from
securities lending activities and which pay the investment adviser or its affiliates for these
services. The Underlying Funds Board of Trustees will periodically review securities loan
transactions for which the Goldman Sachs affiliate has acted as lending agent for compliance with
the Underlying Funds securities lending procedures. Goldman Sachs also has been approved as a
borrower under the Underlying Funds securities lending program, subject to certain conditions.
When-Issued Securities and Forward Commitments
Each Underlying Fund may purchase securities on a when-issued basis or purchase or sell
securities on a forward commitment basis beyond the customary settlement time. These transactions
involve a commitment by an Underlying Fund to purchase or sell securities at a future date beyond
the customary settlement time. The price of the underlying securities (usually expressed in terms
of yield) and the date when the securities will be delivered and paid for (the settlement date) are
fixed at the time the transaction is negotiated. When-issued purchases and forward commitment
transactions are negotiated directly with the other party, and such commitments are not traded on
exchanges. An
Underlying Fund will generally purchase securities on a when-issued basis or purchase or sell
securities on a forward commitment basis only with the intention of completing the transaction and
actually purchasing or selling the securities. If deemed advisable as a matter of investment
strategy, however, an Underlying Fund may dispose of or negotiate a commitment after entering into
it. An Underlying Fund may also sell securities it has committed to purchase before those
securities are delivered to the Underlying Fund on the settlement date. The Underlying Funds may
realize a capital gain or loss in connection with these transactions. For purposes of determining
an Underlying Funds duration, the maturity of when-issued or forward commitment securities for
fixed-rate obligations will
B-82
be calculated from the commitment date. Each Underlying Fund is
generally required to segregate, until three days prior to the settlement date, cash and liquid
assets in an amount sufficient to meet the purchase price unless the Underlying Funds obligations
are otherwise covered. Alternatively, each Underlying Fund may enter into offsetting contracts for
the forward sale of other securities that it owns. Securities purchased or sold on a when-issued
or forward commitment basis involve a risk of loss if the value of the security to be purchased
declines prior to the settlement date or if the value of the security to be sold increases prior to
the settlement date.
Investment in Unseasoned Companies
Each Underlying Equity 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 Underlying Fund may invest in securities of other investment companies, including ETFs.
An Underlying Fund will indirectly bear its proportionate share of any management fees and other
expenses paid by investment companies in which it invests, in addition to the management fees (and
other expenses) paid by the Underlying Fund. An Underlying Funds investments in other investment
companies are subject to statutory limitations prescribed by the Act, including in certain
circumstances a prohibition on the Underlying Fund acquiring more that 3% of the voting shares of
any other investment company, and a prohibition on investing more than 5% of the Underlying 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 Underlying 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. An Underlying 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 Underlying 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 an Underlying
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 Underlying Fund to the Investment Adviser
will, to the extent required by the SEC, be reduced by an amount equal to the Underlying Funds
proportionate share of the management fees paid by such money market fund to its investment
adviser. Although the Underlying Funds do not expect to do so in the foreseeable future, each
Underlying Fund is authorized to invest substantially all of its assets in a single open-end
investment company or series thereof that has substantially the same investment objective, policies
and fundamental restrictions as the Underlying Fund. Additionally,
for so long as any Underlying Fund serves as an underlying fund to
another Goldman Sachs Fund, including the Portfolios, that Underlying
Fund may invest a percentage of its assets in other investment
companies if those investments are consistent with applicable law
and/or exemptive orders obtained from the SEC.
Certain Underlying Funds 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 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 an
Underlying Funds shares could also be substantially and adversely affected.
Repurchase Agreements
Each Underlying Fund may enter into repurchase agreements with banks, brokers, and dealers
which furnish collateral at least equal in value or market price to the amount of the repurchase
obligation. Certain Underlying Funds may also enter into repurchase agreements involving certain
foreign government securities. A repurchase agreement is an arrangement under which an Underlying
Fund purchases securities and the seller agrees to repurchase the securities within a particular
time and at a specified price for the duration of the agreement.
A repurchase agreement is similar to a collateralized loan, but is structured as a purchase of
securities by an Underlying Fund subject to the sellers agreement to repurchase the securities at
a mutually agreed upon date and price. The difference between the original purchase price and the
repurchase price is normally based on prevailing short-term interest rates. Under a repurchase
agreement, the seller is required to furnish securities and other collateral at least equal in
value or market price to the amount of the sellers repurchase obligation.
Custody of the securities is maintained by an Underlying Funds custodian (or sub-custodian).
The repurchase price may be higher than the purchase price, the difference being income to an
Underlying Fund, or the purchase and repurchase prices may be the same, with interest at a stated
rate due to an Underlying Fund together with the repurchase price on repurchase. In either case,
the income to an Underlying Fund is unrelated to the interest rate on the security subject to the
repurchase agreement. The value of the purchased securities will at all times equal or exceed the
value of the repurchase agreement.
B-83
Repurchase agreements pose certain risks for all entities, including the Underlying Funds,
that utilize them. Such risks are not unique to an Underlying Fund but are inherent in repurchase
agreements. For instance, if the seller under a repurchase agreement defaults, an Underlying Fund
could suffer a loss to the extent that the proceeds from the sale of underlying securities and
other collateral held by the Underlying Fund are less than the repurchase price and the Underlying
Funds cost associated with delay and enforcement of the repurchase agreement. An Underlying Fund
seeks to minimize such risks by, among others, the means indicated below, but because of the
inherent legal uncertainties involved in repurchase agreements, such risks cannot be eliminated.
For purposes of the Act, and generally, for tax purposes, a repurchase agreement is deemed to
be a loan from the Underlying Fund to the seller of the underlying securities and other collateral.
It is not clear whether for other purposes a court would consider the underlying securities and
other collateral purchased by the Underlying Fund subject to a repurchase agreement as being owned
by the Underlying Fund or as being collateral for a loan by the Underlying Fund to the seller.
If, in the event of bankruptcy or insolvency proceedings against the seller of the underlying
securities and other collateral, a court holds that the Underlying Fund does not have a perfected
security interest in the underlying securities and other collateral, the Underlying Fund may be
required to return the underlying securities and other collateral to the sellers estate and be
treated as an unsecured creditor of the seller. As an unsecured creditor, an Underlying Fund would
be at risk of losing some or all of the principal and interest involved in the transaction. To
minimize this risk, the Underlying Funds utilize custodians and subcustodians that their investment
adviser believes follow customary securities industry practice with respect to repurchase
agreements, and the investment adviser analyzes the creditworthiness of the obligor, in this case
the seller of the underlying securities and other collateral. But because of the legal
uncertainties, this risk, like others associated with repurchase agreements, cannot be eliminated.
Also, in the event of commencement of bankruptcy or insolvency proceedings with respect to the
seller before repurchase of the underlying securities and other collateral under a repurchase
agreement, an Underlying Fund could suffer additional losses if an Underlying Fund encounters delay
that prevents the Underlying Fund from promptly selling the underlying securities and other
collateral (such as if the underlying securities and other collateral is subject to a court stay)
and incur costs before being able to sell the security. If this occurs, an Underlying Fund will
bear the risk that the value of the collateral will decline below the repurchase price.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the
seller may fail to repurchase the security. However, if the market value of the security subject
to the repurchase agreement becomes less than the repurchase price (including accrued interest), an
Underlying Fund will direct the seller of the security to deliver additional securities so that the
market value of all securities subject to the repurchase agreement equals or exceeds the repurchase
price. Certain repurchase agreements which provide for settlement in more than seven days can be
liquidated before the nominal fixed term on seven days or less notice. Such repurchase agreements
will be regarded as liquid instruments.
The Underlying Funds, together with other registered investment companies having management
agreements with the Investment Adviser or its affiliates, may transfer uninvested cash
B-84
balances
into a single joint account, the daily aggregate balance of which will be invested in one or more
repurchase agreements.
Reverse Repurchase Agreements
Certain Underlying Funds may borrow money by entering into transactions called reverse
repurchase agreements. Under these arrangements, an Underlying Fund will sell portfolio securities
to banks and other financial institutions, with an agreement to repurchase the security on an
agreed date, price and interest payment. The Core Fixed Income, Global Income, Investment Grade
Credit, High Yield, Local Emerging Markets Debt and Emerging Markets Debt Funds may also enter into
reverse repurchase agreements involving certain foreign government securities. Reverse repurchase
agreements involve the possible risk that the value of portfolio securities an Underlying Fund
relinquishes may decline below the price the Underlying Fund must pay when the transaction closes.
Borrowings may magnify the potential for gain or loss on amounts invested resulting in an increase
in the speculative character of an Underlying Funds outstanding shares.
When an Underlying Fund enters into a reverse repurchase agreement, it segregates cash or
liquid assets that have a value equal to or greater than the repurchase price. The account is then
monitored by its investment adviser to make sure that an appropriate value is maintained. Reverse
repurchase agreements are considered to be borrowings under the Act.
Restricted and Illiquid Securities
The Underlying Funds may not invest more than 15% (10% in the case of Financial Square Prime
Obligations Fund) of their net assets in illiquid investments, which include securities (both
foreign and domestic) that are not readily marketable, certain SMBS, certain municipal leases and
participation interests, certain over-the-counter options, repurchase agreements and time deposits
with a notice or demand period of more than seven days, and certain restricted securities, unless
it is determined, based upon a continuing review of the trading markets for the specific
instrument, that such instrument is liquid. The Trustees have adopted guidelines under which the
Underlying Funds investment advisers determine and monitor the liquidity of the Underlying Funds
portfolio securities. This investment practice could have the effect of increasing the level of
illiquidity in an Underlying
Fund to the extent that qualified institutional buyers become for a time uninterested in purchasing
these instruments.
The purchase price and subsequent valuation of restricted securities may reflect a discount
from the price at which such securities trade when they are not restricted, since the restriction
may make them less liquid. The amount of the discount from the prevailing market price is expected
to vary depending upon the type of security, the character of the issuer, the party who will bear
the expenses of registering the restricted securities and prevailing supply and demand conditions.
Short Sales
The Underlying Funds (other than the Commodity Strategy, Structured Large Cap Growth,
Structured Large Cap Value, Structured Small Cap Equity, Structured International Equity and U.S.
Equity Dividend and Premium Funds) may engage in short sales against the box. In a short sale, the
B-85
seller sells a borrowed security and has a corresponding obligation to the lender to return the
identical security. The seller does not immediately deliver the securities sold and is said to
have a short position in those securities until delivery occurs. While a short sale is made by
selling a security the seller does not own, a short sale is against the box to the extent that
the seller contemporaneously owns or has the right to obtain, at no added cost, securities
identical to those sold short. It may be entered into by an Underlying Fund, for example, to lock
in a sales price for a security the Underlying Fund does not wish to sell immediately. If an
Underlying Fund sells securities short against the box, it may protect itself from loss if the
price of the securities declines in the future, but will lose the opportunity to profit on such
securities if the price rises.
If an Underlying Fund effects a short sale of securities at a time when it has an unrealized
gain on the securities, it may be required to recognize that gain as if it had actually sold the
securities (as a constructive sale) on the date it effects the short sale. However, such
constructive sale treatment may not apply if an Underlying Fund closes out the short sale with
securities other than the appreciated securities held at the time of the short sale and if certain
other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short
sales may limit the extent to which an Underlying Fund may effect short sales.
Temporary Investments
Each Underlying Equity Fund and the Commodity Strategy 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. Each Underlying Fixed Income Fund may, for temporary defensive
purposes, invest a certain percentage of its total assets in: U.S. Government Securities and
repurchase agreements collateralized by U.S. Government Securities. When an Underlying Funds
assets are invested in such instruments, the Underlying Fund may not be achieving its investment
objective.
B-86
Non-Diversified Status
Each of the International Real Estate Securities Fund, Real Estate Securities Fund, Local
Emerging Markets Debt Fund, Commodity Strategy Fund, Global Income Fund and Emerging Markets Debt
Fund is non-diversified under the Act and may invest more of its assets in fewer issuers than
diversified mutual funds. The International Real Estate Securities Fund, Real Estate Securities
Fund, Local Emerging Markets Debt Fund, Commodity Strategy Fund, Global Income Fund and Emerging
Markets Debt Fund are subject only to certain federal tax diversification requirements. Under
federal tax laws, the International Real Estate Securities Fund, Real Estate Securities Fund, Local
Emerging Markets Debt Fund, Commodity Strategy Fund, Global Income Fund and Emerging Markets Debt
Fund may, with respect to 50% of its total assets, invest up to 25% of its total assets in the
securities of any issuer. With respect to the remaining 50% of the International Real Estate
Securities Funds, Real Estate Securities Funds, Local Emerging Markets Debt Funds, Commodity
Strategy Funds, Global Income Funds and Emerging Markets Debt Funds respective total assets, (i)
each Underlying Fund may not invest more than 5% of its total assets in the securities of any one issuer, and
(ii) each Underlying Fund may not acquire more than 10% of the outstanding voting securities of any one
issuer. These tests apply at the end of each quarter of the taxable year and are subject to
certain conditions and limitations under the Code. These tests do not apply to investments in
United States Government Securities and regulated investment companies.
Portfolio Maturity
Dollar-weighted average maturity is derived by multiplying the value of each investment by the
time remaining to its maturity, adding these calculations, and then dividing the total by the value
of an Underlying Fixed Income Funds portfolio. An obligations maturity is typically determined
on a stated final maturity basis, although there are some exceptions. For example, if an issuer of
an instrument takes advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument is expected to be called, refunded, or
redeemed may be considered to be its maturity date. There is no guarantee that the expected call,
refund or redemption will occur and an Underlying Fixed Income Funds average maturity may lengthen
beyond an investment advisers expectations should the expected call refund or redemption not
occur. Similarly, in calculating its dollar-weighted average maturity, a fund may determine the
maturity of a variable or floating rate obligation according to the interest rate reset date, or
the date principal can be recovered on demand, rather than the date of ultimate maturity.
Portfolio Turnover
Each Underlying Fund may engage in active short-term trading to benefit from price disparities
among different issues of securities or among the markets for equity or fixed income securities, or
for other reasons. It is anticipated that the portfolio turnover rate of each Underlying Fund may
vary greatly from year to year as well as within a particular year, and may be affected by changes
in the holdings of specific issuers, changes in country and currency weightings, cash requirements
for redemption of shares and by requirements which enable the Underlying Funds to receive favorable
tax treatment. The Underlying Funds are not restricted by policy with regard to portfolio turnover
and will
make changes in their investment portfolio from time to time as business and economic
conditions as well as market prices may dictate.
B-87
Private Investments in Public Equity
Certain Underlying Funds may purchase equity securities in a private placement that are issued
by issuers who have outstanding, publicly-traded equity securities of the same class (private
investments in public equity or PIPES). Shares in PIPES generally are not registered with the
SEC until after a certain time period from the date the private sale is completed. This restricted
period can last many months. Until the public registration process is completed, PIPES are
restricted as to resale and the Underlying Fund cannot freely trade the securities. Generally such
restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that
the issuer will pay specified financial penalties to the holder if the issuer does not publicly
register the restricted equity securities within a specified period of time, but there is no
assurance that the restricted equity securities will be publicly registered, or that the
registration will remain in effect.
Restructured Investments
Included among the issuers of emerging country debt securities are entities organized and
operated solely for the purpose of restructuring the investment characteristics of various
securities. These entities are often organized by investment banking firms which receive fees in
connection with establishing each entity and arranging for the placement of its securities. This
type of restructuring involves the deposit with or purchase by an entity, such as a corporation or
trust, or specified instruments, such as Brady Bonds, and the issuance by the entity of one or more
classes of securities (Restructured Investments) backed by, or representing interests in, the
underlying instruments. The cash flow on the underlying instruments may be apportioned among the
newly issued Restructured Investments to create securities with different investment
characteristics such as varying maturities, payment priorities or investment rate provisions.
Because Restructured Investments of the type in which an Underlying Fund may invest typically
involve no credit enhancement, their credit risk will generally be equivalent to that of the
underlying instruments.
Certain Underlying Funds are permitted to invest in a class of Restructured Investments that
is either subordinated or unsubordinated to the right of payment of another class. Subordinated
Restructured Investments typically have higher yields and present greater risks than unsubordinated
Restructured Investments. Although an Underlying Funds purchases of subordinated Restructured
Investments would have a similar economic effect to that of borrowing against the underlying
securities, such purchases will not be deemed to be borrowing for purposes of the limitations
placed on the extent of an Underlying Funds assets that may be used for borrowing.
Certain issuers of Restructured Investments may be deemed to be investment companies as
defined in the Act. As a result, an Underlying Funds investments in these Restructured
Investments may be limited by the restrictions contained in the Act. Restructured Investments are
typically sold in private placement transactions, and there currently is no active trading market
for most Restructured Investments.
B-88
Combined Transactions
Certain Underlying Funds may enter into multiple transactions, including multiple options
transactions, multiple futures transactions, multiple currency transactions (including forward
currency contracts) and multiple interest rate and other swap transactions and any combination of
futures, options, currency and swap transactions (component transactions) as part of a single or
combined strategy when, in the opinion of the Underlying Funds investment adviser, it is in the
best interests of an Underlying Fund to do so. A combined transaction will usually contain
elements of risk that are present in each of its component transactions. Although combined
transactions are normally entered into based on an Underlying Funds investment advisers judgment
that the combined strategies will reduce risk or otherwise more effectively achieve the desired
portfolio management goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.
INVESTMENT RESTRICTIONS
The investment restrictions set forth below have been adopted by the Trust as fundamental
policies that cannot be changed without the affirmative vote of the holders of a majority (as
defined in the Act) of the outstanding voting securities of the affected Portfolio. The investment
objective of each Portfolio and all other investment policies or practices of each Portfolio are
considered by the Trust not to be fundamental and accordingly may be changed without shareholder
approval. For purposes of the Act, a majority of the outstanding voting securities means the
lesser of the vote of (i) 67% or more of the shares of a Portfolio present at a meeting, if the
holders of more than 50% of the outstanding shares of a Portfolio are present or represented by
proxy, or (ii) more than 50% of the shares of a Portfolio. For purposes of the following
limitations, any limitation which involves a maximum percentage will not be considered violated
unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of, or borrowings by, a Portfolio. With respect to the
Portfolios fundamental investment restriction no. 3, asset coverage of at least 300% (as defined
in the Act), inclusive of any amounts borrowed, must be maintained at all times.
As a matter of fundamental policy, a Portfolio may not:
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(1)
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make any investment inconsistent with the Portfolios
classification as a 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 investment companies and the U.S. Government or any of its agencies or
instrumentalities). (For the purposes of this restriction, state and
municipal governments and their agencies, authorities and instrumentalities
are not deemed to be industries; telephone companies are considered to be a
separate industry from water, gas or electric utilities; personal credit
finance companies and business credit finance companies are deemed to be
separate industries; and wholly-owned finance companies are considered to be
in the industry of their
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B-89
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parents if their activities are primarily related to
financing the activities of their parents.) This restriction does not apply
to investments in Municipal Securities which have been pre-refunded by the use
of obligations of the U.S. Government or any of its agencies or
instrumentalities;
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(3)
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borrow money, except (a) the Portfolio may borrow from banks (as
defined in the Act) or through reverse repurchase agreements in amounts up to
33-1/3% of its total assets (including the amount borrowed), (b) the Portfolio
may, to the extent permitted by applicable law, borrow up to an additional 5% of
its total assets for temporary purposes, (c) the Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities, (d) the Portfolio may purchase securities on margin to
the extent permitted by applicable law and (e) the Portfolio may engage
transactions in mortgage dollar rolls which are accounted for as financings;
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(4)
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make loans, except through (a) the purchase of debt obligations
in accordance with the Portfolios investment objective and policies, (b)
repurchase agreements with banks, brokers, dealers and other financial
institutions and (c) loans of securities as permitted by applicable law;
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(5)
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underwrite securities issued by others, except to the extent that
the sale of portfolio securities by the Portfolio may be deemed to be an
underwriting;
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(6)
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purchase, hold or deal in real estate, although a Portfolio may
purchase and sell securities that are secured by real estate or interests
therein, securities of real estate investment trusts and mortgage-related
securities and may hold and sell real estate acquired by a Portfolio as a result
of the ownership of securities;
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(7)
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invest in commodities or commodity contracts, except that the
Portfolio may invest in currency and financial instruments and contracts that
are commodities or commodity contracts; and
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(8)
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issue senior securities to the extent such issuance would violate
applicable law.
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Notwithstanding any other fundamental investment restriction or policy, each Portfolio may
invest some or all of its assets in a single open-end investment company or series thereof with
substantially the same investment objective, restrictions and policies as the Portfolio.
In addition to the fundamental policies mentioned above, the Trustees have adopted the
following non-fundamental policies which can be changed or amended by action of the Trustees
without approval of shareholders.
A Portfolio may not:
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(a)
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Invest in companies for the purpose of exercising control or
management (but this does not prevent a Portfolio from purchasing a controlling
interest in one or
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B-90
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more of the Underlying Funds consistent with its investment
objective and policies).
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(b)
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Invest more than 15% of the Portfolios net assets in illiquid
investments, including illiquid repurchase agreements with a notice or demand
period of more than seven days, securities which are not readily marketable and
restricted securities not eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 (the 1933 Act).
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(c)
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Purchase additional securities if the Portfolios borrowings
(excluding covered mortgage dollar rolls) exceed 5% of its net assets.
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(d)
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Make short sales of securities, except short sales against the
box.
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The Underlying Funds in which the Portfolios may invest have adopted certain investment
restrictions which may be more or less restrictive than those listed above, thereby allowing a
Portfolio to participate in certain investment strategies indirectly that are prohibited under the
fundamental and non-fundamental investment restrictions and policies listed above. The investment
restrictions of these Underlying Funds are set forth in their respective SAIs.
TRUSTEES AND OFFICERS
The business and affairs of the Portfolios are managed under the direction of the Board of
Trustees subject to the laws of the State of Delaware and the Trusts Declaration of Trust. The
Trustees are responsible for deciding matters of general policy 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 Portfolios daily business
operations.
B-91
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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Other
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Name,
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Held with the
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Time
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Principal Occupation(s)
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Overseen by
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Directorships
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Address and Age
1
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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
1994-March 1996 and
November
1998-Present);
Executive Vice
PresidentFinance and
Administration and
Chief Financial
Officer and Director,
Coty Inc.
(manufacturer of
fragrances and
cosmetics) (April
1996-November 1998);
Director of Arkwright
Mutual Insurance
Company (1984-1999);
Trustee of
International House of
Philadelphia (program
center and residential
community for students
and professional
trainees from the
United States and
foreign countries)
(1989-2004); Member of
Cornell University
Council (1992-2004 and
2006-Present); Trustee
of the Walnut Street
Theater (1992-2004 and
2006-Present);
Trustee, Scholarship
America (1998-2005);
Trustee, Institute for
Higher Education
Policy (2003-Present);
Director, Private
Equity Investors-III
and IV (November
1998-Present), and
Equity-Limited
Investors II (April
2002-Present); and
Chairman, Lenders
Service Inc. (provider
of mortgage lending
services) (2000-2003).
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96
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None
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|
Chairman of the Board
of TrusteesGoldman
Sachs Mutual Fund
Complex.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Coblentz, Jr.
Age: 67
|
|
Trustee
|
|
Since 2003
|
|
Partner, Deloitte &
Touche LLP (June
1975-May 2003);
Director, Emerging
Markets Group, Ltd.
(2004-2006); and
Director, Elderhostel,
Inc. (2006-Present).
|
|
|
96
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman Sachs
Mutual Fund Complex.
|
|
|
|
|
|
|
|
B-92
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
|
|
Term of
|
|
|
|
Number of
|
|
|
|
|
|
|
Office and
|
|
|
|
Portfolios in
|
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Fund Complex
|
|
Other
|
Name,
|
|
Held with the
|
|
Time
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Directorships
|
Address and Age
1
|
|
Trust
|
|
Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
|
Diana M. Daniels
Age: 58
|
|
Trustee
|
|
Since 2007
|
|
Ms. Daniels is retired
(since January 2007).
Formerly, she was Vice
President, General
Counsel and Secretary,
The Washington Post
Company (1991-2006).
Ms. Daniels is
Chairman of the
Executive Committee,
Cornell University
(2006-Present);
Member, Advisory
Board, Psychology
Without Borders
(international
humanitarian aid
organization) (since
2007), and former
Member of the Legal
Advisory Board, New
York Stock Exchange
(2003-2006) and of
the Corporate Advisory
Board, Standish Mellon
Management Advisors
(2006-2007).
|
|
|
96
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman Sachs
Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick T. Harker
Age:
49
|
|
Trustee
|
|
Since 2000
|
|
President, University
of Delaware (July
2007-Present); Dean
and Reliance Professor
of Operations and
Information
Management, The
Wharton School,
University of
Pennsylvania (February
2000-June 2007);
Interim and Deputy
Dean, The Wharton
School, University of
Pennsylvania (July
1999-January 2000);
and Professor and
Chairman of Department
of Operations and
Information
Management, The
Wharton School,
University of
Pennsylvania (July
1997-August 2000).
|
|
|
96
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman Sachs
Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica Palmer
Age: 59
|
|
Trustee
|
|
Since 2007
|
|
Ms. Palmer is retired
(since 2006).
Formerly, she was
Managing Director,
Citigroup Corporate
and Investment Banking
(previously, Salomon
Smith Barney/Salomon
Brothers) (1984-2006).
Ms. Palmer is a Member
of the Board of
Trustees of Indian
Mountain School
(private elementary
and secondary school)
(2004-Present).
TrusteeGoldman Sachs
Mutual Fund Complex.
|
|
|
96
|
|
|
None
|
|
|
|
Richard P. Strubel
Age: 69
|
|
Trustee
|
|
Since 1987
|
|
Vice Chairman and
Director, Cardean
Learning Group
(provider of
educational services
via the internet)
(2003-Present);
President, COO and
Director, Cardean
Learning Group
(1999-2003); Director,
Cantilever
Technologies, Inc. (a
private software
company) (1999-2005);
Trustee, The
University of Chicago
(1987-Present); and
Managing Director,
Tandem Partners, Inc.
(management services
firm) (1990-1999).
|
|
|
96
|
|
|
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman Sachs
Mutual Fund Complex.
|
|
|
|
|
|
|
|
B-93
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Portfolios in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Complex
|
|
|
Name,
|
|
Held with
|
|
and Length of
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
Other Directorships
|
Address and Age
1
|
|
the Trust
|
|
Time Served
2
|
|
During Past 5 Years
|
|
Trustee
3
|
|
Held by Trustee
4
|
|
James A. McNamara*
Age:
45
|
|
President and
Trustee
|
|
Since 2007
|
|
Managing Director,
Goldman Sachs
(December
1998-Present);
Director of
Institutional Fund
Sales, GSAM (April
1998-December 2000);
and Senior Vice
President and Manager,
Dreyfus Institutional
Service Corporation
(January 1993-April
1998).
|
|
|
96
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PresidentGoldman
Sachs Mutual Fund
Complex (November
2007-Present); Senior
Vice PresidentGoldman
Sachs Mutual Fund
Complex (May
2007-November 2007);
and Vice
PresidentGoldman
Sachs Mutual Fund
Complex (2001-2007).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman Sachs
Mutual Fund Complex
(since November 2007
and December 2002-May
2004).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan A. Shuch*
Age: 58
|
|
Trustee
|
|
Since 1990
|
|
Advisory DirectorGSAM
(May 1999-Present);
Consultant to GSAM
(December 1994-May
1999); and Limited
Partner, Goldman Sachs
(December 1994-May
1999).
|
|
|
96
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman 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 consists of 85
portfolios (of which 85
offer shares to the public), and Goldman Sachs Variable Insurance
Trust consists of 11
portfolios (of which 11 offer shares to the public).
|
|
|
|
|
4
|
|
This column includes only directorships of companies required to report to the SEC under the
Securities Exchange Act of 1934 (i.e., public companies) or other investment companies
registered under the Act.
|
|
B-94
Officers of the Trust
Information pertaining to the officers of the Trust is set forth below.
Officers of the Trust
|
|
|
|
|
|
|
|
|
|
|
Term of Office and
|
|
|
|
|
Position(s) Held
|
|
Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
James A. McNamara
32 Old Slip
New York, NY 10005
Age: 45
|
|
Trustee and
President
|
|
Since 2007
|
|
Managing Director, Goldman Sachs (December
1998Present); Director of Institutional Fund Sales,
GSAM (April 1998December 2000); and Senior Vice
President and Manager, Dreyfus Institutional Service
Corporation (January 1993April 1998).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PresidentGoldman Sachs Mutual Fund Complex (November
2007Present); Senior Vice PresidentGoldman Sachs
Mutual Fund Complex (May 2007November 2007); and Vice
PresidentGoldman Sachs Mutual Fund Complex
(20012007).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TrusteeGoldman Sachs Mutual Fund Complex (since
November 2007Present and December 2002May 2004).
|
|
|
|
|
|
|
|
John M. Perlowski
32 Old Slip
New York, NY 10005
Age: 43
|
|
Treasurer and
Senior Vice
President
|
|
Since 1997
Since 2007
|
|
Managing Director, Goldman Sachs (November
2003Present) and Vice President, Goldman Sachs (July
1995November 2003).
Treasurer and Senior Vice PresidentGoldman 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 1992Present).
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 2000Present);
Associate, Prudential Insurance Company of America
(November 1985June 2000); and Assistant Treasurer,
certain closed-end funds administered by Prudential
(19992000).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant TreasurerGoldman 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 1998Present);
and Senior Tax Manager, KPMG Peat Marwick (accountants)
(August 1995October 1998).
Assistant TreasurerGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Scott McHugh
32 Old Slip
New York, NY 10005
Age: 36
|
|
Assistant Treasurer
|
|
Since 2007
|
|
Vice President, Goldman Sachs (February 2007Present);
Assistant Treasurer of certain mutual funds
administered by DWS Scudder (20052007); and Director,
Deutsche Asset Management or its predecessor
(19982007).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant TreasurerGoldman Sachs Mutual Fund Complex.
|
B-95
Officers of the Trust
|
|
|
|
|
|
|
|
|
|
|
Term of Office and
|
|
|
|
|
Position(s) Held
|
|
Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time 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
1999Present); and Vice President of GSAM (April
1997December 1999).
Vice PresidentGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Jesse Cole
71 South Wacker Drive
Chicago, IL 60606
Age: 45
|
|
Vice President
|
|
Since 1998
|
|
Managing Director, Goldman Sachs (December
2006Present); Vice President, GSAM (June
1998Present); and Vice President, AIM Management
Group, Inc. (investment adviser) (April 1996June
1998).
Vice PresidentGoldman 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 (1986Present).
Vice PresidentGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
Mark Hancock
71 South Wacker Drive
Chicago, IL 60606
Age: 40
|
|
Vice President
|
|
Since 2007
|
|
Managing Director, Goldman Sachs (November
2005Present); Vice President, Goldman Sachs (August
2000November 2005); Senior Vice PresidentDreyfus
Service Corp (19992000); and Vice PresidentDreyfus
Service Corp (19961999).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice PresidentGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
Jeffrey D. Matthes
180 Maiden Lane
New York, NY 10005
Age: 39
|
|
Vice President
|
|
Since 2007
|
|
Vice President, Goldman Sachs (December 2004Present);
and Associate, Goldman Sachs (December 2002December
2004).
Vice PresidentGoldman 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 2007Present);
Associate, Goldman Sachs (December 2005December 2007);
Analyst, Goldman Sachs (January 2004December 2005);
and Senior Associate, PricewaterhouseCoopers LLP
(January 2001January 2004).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice PresidentGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
Miriam Cytryn
32 Old Slip
New York, NY 10005
Age: 50
|
|
Vice President
|
|
Since 2008
|
|
Vice President, GSAM
(2008-Present); Vice President of Divisional Management,
Investment Management Division (2007-2008); Vice
President and Chief of Staff, GSAM US Distribution
(2003-2007); and Vice President of Employee Relations,
Goldman Sachs (1996-2003).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice PresidentGoldman Sachs Mutual Fund Complex.
|
|
B-96
Officers of the Trust
|
|
|
|
|
|
|
|
|
|
|
Term of Office and
|
|
|
|
|
Position(s) Held
|
|
Length of
|
|
|
Name, Age And Address
|
|
With the Trust
|
|
Time Served
1
|
|
Principal Occupation(s) During Past 5 Years
|
Peter V. Bonanno
One New York Plaza
New York, NY 10004
Age: 40
|
|
Secretary
|
|
Since 2003
|
|
Managing Director, Goldman Sachs (December
2006Present); Associate General Counsel, Goldman Sachs
(2002Present); Vice President, Goldman Sachs
(19992006); and Assistant General Counsel, Goldman
Sachs (1999-2002).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SecretaryGoldman Sachs Mutual Fund Complex
(2006Present); and Assistant SecretaryGoldman Sachs
Mutual Fund Complex (20032006).
|
|
|
|
|
|
|
|
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 SecretaryGoldman 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 SecretaryGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Djurasovic
One New York Plaza
New York, NY 10004
Age: 37
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (2005Present); Associate
General Counsel, Goldman Sachs (2006Present);
Assistant General Counsel, Goldman Sachs (20052006);
Senior Counsel, TIAA CREF (20042005); and Counsel,
TIAA CREF (20002004).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant SecretaryGoldman 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 2006Present);
Assistant General Counsel, Goldman Sachs
(September 2006Present); and Associate, Simpson
Thacher & Bartlett LLP (20002006).
Assistant SecretaryGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
Mark T. Robertson
One New York Plaza
New York, NY 10004
Age: 32
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (April 2007Present);
Assistant General Counsel, Goldman Sachs
(April 2007Present); Associate, Fried, Frank, Harris,
Shriver & Jacobson LLP (20042007); and Solicitor,
Corrs Chambers Westgarth (20022003).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assistant SecretaryGoldman Sachs Mutual Fund Complex.
|
|
|
|
|
|
|
|
|
|
Deborah Farrell
One New York Plaza
New York, NY 10004
Age: 37
|
|
Assistant Secretary
|
|
Since 2007
|
|
Vice President, Goldman Sachs (2005Present);
Associate, Goldman Sachs (20012005); and Analyst,
Goldman Sachs (19942005).
Assistant SecretaryGoldman Sachs Mutual Fund Complex.
|
|
B-97
|
|
|
1
|
|
Officers hold office at the pleasure of the Board of Trustees or until their successors are
duly elected and qualified. Each officer holds comparable positions with certain other
companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser,
administrator and/or distributor.
|
Standing Board Committees
The Board of Trustees has established six standing committees in connection with their
governance of the Portfolios Audit, Governance and Nominating, Compliance, Valuation, Dividend,
and Contract Review.
The Audit Committee oversees the audit process and provides assistance to the full Board of
Trustees with respect to fund accounting, tax compliance and financial statement matters. In
performing its responsibilities, the Audit Committee 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
Portfolios 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 Portfolios; and (ii) insofar as they relate to services provided to the
Portfolios, of the Portfolios Investment Adviser, distributor, administrator (if any), and
transfer agent, except that compliance processes relating to the accounting and financial reporting
processes, and certain related
B-98
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 Trusts 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
Portfolios Prospectuses. 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 Portfolios 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 Portfolios investment
management, distribution, transfer agency and other agreements with the Portfolios Investment
Adviser and its affiliates. The Contract Review Committee is also responsible for overseeing the
Board of Trustees processes for approving and reviewing the operation of the Portfolios
distribution, service, shareholder administration and other plans, and any agreements related to
the plans, whether or not such plans and agreements are adopted pursuant to Rule 12b-1 under the
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 Portfolios other
service providers including, without limitation, the Portfolios custodian/accounting agent,
sub-transfer agents,
professional (legal and accounting) firms and printing firms. The Contract Review Committee
met three times during the fiscal year ended December 31, 2007. All of the Independent Trustees
serve on the Contract Review Committee.
Trustee Ownership of Fund Shares
The following table shows the dollar range of shares beneficially owned by each Trustee in the
Portfolios and other portfolios of the Trust and Goldman Sachs Variable Insurance Trust.
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Aggregate Dollar
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Range of Equity
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Securities in All
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Dollar Range of
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Portfolios in Fund
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Equity Securities in
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Complex Overseen By
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Name of Trustee
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the Portfolios
(1)
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Trustee
(2)
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Ashok N. Bakhru
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None
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Over $100,000
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John P. Coblentz, Jr.
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None
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Over $100,000
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Diana M. Daniels
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None
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|
$10,001
$50,000
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|
B-99
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Aggregate Dollar
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Range of Equity
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|
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Securities in All
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Dollar Range of
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Portfolios in Fund
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Equity Securities in
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Complex Overseen By
|
Name of Trustee
|
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the Portfolios
(1)
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|
Trustee
(2)
|
Patrick T. Harker
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Growth and Income Strategy Portfolio: over $100,000
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Over $100,000
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James A. McNamara
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None
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Over $100,000
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Jessica Palmer
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None
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$50,001 $100,000
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Alan A. Shuch
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None
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Over $100,000
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Richard P. Strubel
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None
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Over $100,000
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|
|
|
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1
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|
Includes the value of shares beneficially owned by each Trustee in each Portfolio described in this SAI.
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2
|
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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 life insurance companies).
|
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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 Portfolio.
B-100
Board Compensation
The Trust pays each Independent Trustee an annual fee for his or her services as a Trustee of
the Trust, plus an additional fee for each regular and special telephonic Board meeting, Governance
and Nominating Committee meeting, Compliance Committee meeting, Contract Review Committee meeting,
and Audit Committee meeting attended by such Trustee. The Independent Trustees are also reimbursed
for travel expenses incurred in connection with attending such meetings. The Trust may also pay
the incidental costs of a Trustee to attend training or other types of conferences relating to the
investment company industry.
The following 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
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Pension or
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Growth and
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Equity
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Aggregate
|
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Retirement
|
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Total Compensation
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Balanced
|
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Income
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Growth
|
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Growth
|
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Income
|
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Satellite
|
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Compensation
|
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Benefits Accrued as
|
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From Fund Complex
|
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Strategy
|
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Strategy
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Strategy
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Strategy
|
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Strategies
|
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Strategies
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from the
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|
Part of the Trust's
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(including the
|
Name of Trustee
|
|
Portfolio
|
|
Portfolio
|
|
Portfolio
|
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Portfolio
|
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Portfolio*
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Portfolio*
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Portfolios*
|
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Expenses
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|
Portfolios)**
|
Ashok N. Bakhru
1
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
2,586
|
|
|
$
|
973
|
|
|
$
|
973
|
|
|
$
|
12,292
|
|
|
|
|
|
|
$
|
202,400
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John P. Coblentz, Jr.
|
|
|
1,874
|
|
|
|
1,874
|
|
|
|
1,874
|
|
|
|
1,874
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|
|
|
759
|
|
|
|
759
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|
|
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9,015
|
|
|
|
|
|
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147,000
|
|
Diana M. Daniels
2
|
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|
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|
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|
|
|
|
|
|
|
|
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|
|
|
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Patrick T. Harker
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
683
|
|
|
|
683
|
|
|
|
8,229
|
|
|
|
|
|
|
|
134,500
|
|
James A.
McNamara
3
|
|
|
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|
|
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Jessica Palmer
2
|
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|
|
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Alan A. Shuch
3
|
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|
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0
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|
|
|
|
|
|
|
|
Richard P. Strubel
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
1,716
|
|
|
|
683
|
|
|
|
683
|
|
|
|
|
|
|
|
|
|
|
|
134,500
|
|
|
|
|
|
*
|
|
Represents fees paid to each Trustee by the Income Strategies Portfolio and Satellite
Strategies Portfolio during the period March 31, 2007 (commencement of operations) through
December 31, 2007. Under current compensation arrangements, it is estimated that the Trustees
will receive approximately the following compensation from the Income Strategies Portfolio and
Satellite Strategies Portfolio 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. The Fund Complex consists of the Trust and Goldman Sachs Variable Insurance
Trust. The Trust consisted of 88 portfolios (of which 83 offered shares to the public), and
Goldman Sachs Variable Insurance Trust consisted of 12 portfolios (of which 11 offered shares
to participating life insurance companies) as of December 31, 2007. 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.
|
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|
1
|
|
Includes compensation as Board Chairman.
|
|
|
2
|
|
Ms. Daniels and Ms. Palmer were elected to the Board on August 3, 2007.
|
|
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|
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 Portfolios or the
Fund Complex.
|
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B-101
Miscellaneous
Class A Shares of the Portfolios may be sold at net asset value without payment of any sales
charge to Goldman Sachs, its affiliates and their respective officers, partners, directors or
employees (including retired employees and former partners), any partnership of which Goldman Sachs
is a general partner, any Trustee or officer of the Trust and designated family members of any of
the above individuals. These and the Portfolios other sales load waivers are due to the nature of
the investors and/or the reduced sales effort and expense that are needed to obtain such
investments.
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 Portfolios or the
Underlying Funds.
MANAGEMENT SERVICES
As stated in the Portfolios Prospectuses, Goldman Sachs Asset Management, L.P. (GSAM), 32
Old Slip, New York, New York 10005, serves as Investment Adviser to the Portfolios and to most of
the Underlying Funds. GSAM is a subsidiary of The Goldman Sachs Group, Inc. and an affiliate of
Goldman Sachs. Prior to the end of April, 2003, Goldman Sachs Asset Management, a business unit of
the Investment Management Division of Goldman Sachs served as the investment adviser to the
Portfolios and to most of the Underlying Funds. On or about April 26, 2003, GSAM assumed
investment advisory responsibilities for the Portfolios and the Underlying Funds that had been
advised by Goldman Sachs Asset Management. Goldman Sachs Asset Management International (GSAMI),
Procession House, Christchurch Court, 10-15 Newgate Street, London, England EC1A7HD, an affiliate
of Goldman Sachs, serves as investment adviser to the Concentrated Emerging Markets Equity,
International Small Cap, Emerging Markets Equity and Global Income Funds, as well as certain other
investment portfolios of the Trust pursuant to a Management Agreement. As a company with unlimited
liability under the laws of England, GSAMI is regulated by the Investment Management Regulatory
Organization Limited, a United Kingdom self-regulatory organization, in the conduct of its
investment advisory business. See Service Providers in the Portfolios Prospectuses for a
description of the Investment Advisers duties to the Portfolios.
Founded in 1869, Goldman Sachs is among the oldest and largest investment banking firms in the
United States. Goldman Sachs is a leader in developing portfolio strategies and in many fields of
investing and financing, participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. Goldman Sachs is also among the principal market
sources for current and thorough information on companies, industrial sectors, markets, economies
and currencies, and trades and makes markets in a wide range of equity and debt securities 24 hours
a day. The firm is headquartered in New York with 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 Portfolios and
the Underlying Funds to use the name Goldman Sachs or a derivative thereof as part of each
Portfolios and Underlying Funds name for as long as a Portfolios and Underlying Funds
respective Management Agreement is in effect.
B-102
The Underlying Funds investment advisers are able to draw on the substantial research and
market expertise of Goldman Sachs, whose investment research effort is one of the largest in the
industry. The Goldman Sachs Global Investment Research Department covers approximately 1,800
securities, over 50 economies and over 25 stock markets. The in-depth information and analyses
generated by Goldman Sachs research analysts are available to the investment advisers.
In addition, many of Goldman Sachs economists, securities analysts, portfolio strategists and
credit analysts have consistently been highly ranked in respected industry surveys conducted 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 Underlying Funds, the Underlying Funds investment advisers have access to
Goldman Sachs economics research. The Economics Research Department, based in London, conducts
economic, financial and currency markets research which analyzes economic trends and interest and
exchange rate movements worldwide. The Economics Research Department tracks factors such as
inflation and money supply figures, balance of trade figures, economic growth, commodity prices,
monetary and fiscal policies, and political events that can influence interest rates and currency
trends. The success of Goldman Sachs international research team has brought wide recognition to
its members. The team has earned top rankings in various external surveys such as Pensions and
Investments, Forbes and Dalbar. These rankings acknowledge the achievements of the firms
economists, strategists and equity analysts.
In structuring Ultra-Short Duration Government Funds and Short Duration Government Funds
securities portfolio, each Underlying Funds investment adviser will review the existing overall
economic and mortgage market trends. Each investment adviser will then study yield spreads, the
implied volatility and the shape of the yield curve. The investment adviser will then apply this
analysis to a list of eligible securities that meet each Underlying Funds investment guidelines.
With respect to Short Duration Government Fund, Core Fixed Income Fund, High Yield Fund,
Ultra-Short Duration Government Fund, Government Income Fund and U.S. Mortgages Fund, each
investment adviser expects to utilize Goldman Sachs sophisticated option-adjusted analytics to
help make strategic asset allocations within the markets for U.S. Government Securities,
Mortgage-Backed Securities and other securities and to employ this technology periodically to
re-evaluate the Underlying Funds investments as market conditions change. Goldman Sachs has also developed a
prepayment model designed to estimate mortgage prepayments and cash flows under different interest
rate scenarios. Because a Mortgage-Backed Security incorporates the borrowers right to prepay the
mortgage, the investment adviser uses a sophisticated option-adjusted
spread (OAS) model to measure
expected returns. A securitys OAS is a function of the level and shape of the yield curve,
volatility and the investment adviser expectation of how a change in interest rates will affect
prepayment levels. Since the OAS model assumes a relationship between prepayments and interest
rates, the investment adviser considers it a better way to measure a securitys expected return and
absolute and relative values than yield to maturity. In using OAS technology, the investment
adviser will first evaluate the absolute level of a securitys OAS and consider its liquidity and
its interest rate, volatility and prepayment sensitivity. The investment adviser will then analyze
its value relative to alternative investments and to
B-103
its own investments. The investment adviser will also measure a securitys interest rate risk
by computing an option adjusted duration (OAD). The investment adviser believes a securitys OAD
is a better measurement of its price sensitivity than cash flow duration, which systematically
misstates portfolio duration. The investment adviser also evaluates returns for different mortgage
market sectors and evaluates the credit risk of individual securities. This sophisticated
technical analysis allows the investment advisers to develop portfolio and trading strategies using
Mortgage-Backed Securities that are believed to be superior investments on a risk-adjusted basis
and which provide the flexibility to meet the respective Underlying Emerging Market Debt Funds
duration targets and cash flow pattern requirements.
Because the OAS is adjusted for the differing characteristics of the underlying securities,
the OAS of different Mortgage-Backed Securities can be compared directly as an indication of their
relative value in the market. The investment adviser also expects to use OAS-based pricing methods
to calculate projected security returns under different, discrete interest rate scenarios, and
Goldman Sachs proprietary prepayment model to generate yield estimates under these scenarios. The
OAS, scenario returns, expected returns, and yields of securities in the mortgage market can be
combined and analyzed in an optimal risk-return matching framework.
The investment adviser will use OAS analytics to choose what it believes is an appropriate
portfolio of investments for an Underlying Fund from a universe of eligible investments. In
connection with initial portfolio selections, in addition to using OAS analytics as an aid to
meeting each Underlying Funds particular composition and performance targets, the investment
adviser will also take into account important market criteria like the available supply and
relative liquidity of various mortgage securities in structuring the portfolio.
The Underlying Funds investment advisers also expect to use OAS analytics to evaluate the
mortgage market on an ongoing basis. Changes in the relative value of various Mortgage-Backed
Securities could suggest tactical trading opportunities for the Underlying Funds. The investment
advisers will have access to both current market analysis as well as historical information on the
relative value relationships among different Mortgage-Backed Securities. Current market analysis
and historical information is available in the Goldman Sachs database for most actively traded
Mortgage-Backed Securities.
Goldman Sachs has agreed to provide the Underlying Funds investment advisers, on a
non-exclusive basis, use of its mortgage prepayment model, OAS model and any other proprietary
services which it now has or may develop, to the extent such services are made available to other
similar customers. Use of these services by the Underlying Funds investment advisers with respect
to an Underlying Fund does not preclude Goldman Sachs from providing these services to third
parties or using such services as a basis for trading for its own account or the account of others.
The fixed income research capabilities of Goldman Sachs available to the Underlying Funds
investment advisers include the Goldman Sachs Fixed Income Research Department and the Credit
Department. The Fixed Income Research Department monitors developments in U.S. and foreign fixed
income markets, assesses the outlooks for various sectors of the markets and provides relative
value comparisons, as well as analyzes trading opportunities within and across market sectors. The
Fixed Income Research Department is at the forefront in developing and using computer-based tools
B-104
for analyzing fixed income securities and markets, developing new fixed income products and
structuring portfolio strategies for investment policy and tactical asset allocation decisions.
The Credit Department tracks specific governments, regions and industries and from time to time may
review the credit quality of an Underlying Funds investments.
In allocating assets among foreign countries and currencies for the Underlying Funds which can
invest in foreign securities, the Underlying Funds investment advisers will have access to the
Global Asset Allocation Model. The model is based on the observation that the prices of all
financial assets, including foreign currencies, will adjust until investors globally are
comfortable holding the pool of outstanding assets. Using the model, the investment advisers will
estimate the total returns from each currency sector which are consistent with the average investor
holding a portfolio equal to the market capitalization of the financial assets among those currency
sectors. These estimated equilibrium returns are then combined with the expectations of Goldman
Sachs research professionals to produce an optimal currency and asset allocation for the level of
risk suitable for an Underlying Fund given its investment objectives and criteria.
The Management Agreements for the Portfolios and the Underlying Funds provide that their
investment advisers (and their affiliates) may render similar services to others as long as the
services provided by them thereunder are not impaired thereby.
The Portfolios Management Agreement was most recently approved by the Trustees, including a
majority of the Trustees who are not parties to the management agreement or interested persons
(as such term is defined in the Act) of any party thereto (the non-interested Trustees), on June
13, 2007. These arrangements were approved by the sole shareholder of the Balanced Strategy,
Growth and Income Strategy, Growth Strategy and Equity Growth Strategy Portfolios on January 1,
1998. The Management Agreement will remain in effect until June 30, 2008 and will continue in
effect with respect to the applicable Portfolio from year to year thereafter provided such
continuance is specifically approved at least annually by (i) the vote of a majority of the
outstanding voting securities of such Portfolio or a majority of the Trustees 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 with respect to a Portfolio if assigned
(as defined in the Act) and is 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 applicable Portfolio on 60
days written notice to the Investment Adviser and by the Investment Adviser on 60 days written
notice to the Trust.
Pursuant to the Management Agreement, the Investment Adviser is entitled to receive the fees
set forth below, payable monthly, based on such Portfolios average daily net assets:
B-105
|
|
|
|
|
Portfolio
|
|
Management Fee
|
Balanced Strategy
|
|
|
0.15
|
%
|
Growth and Income Strategy
|
|
|
0.15
|
%
|
Growth Strategy
|
|
|
0.15
|
%
|
Equity Growth Strategy
|
|
|
0.15
|
%
|
Income Strategies
|
|
|
0.124
|
%
|
Satellite Strategies
|
|
|
0.124
|
%
|
The fees paid by the Portfolios for services rendered pursuant to the Management Agreement
were as follows (with and without the fee limitations that were then in effect) for the fiscal
years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
With Fee
|
|
Without Fee
|
|
With Fee
|
|
Without Fee
|
|
With Fee
|
|
Without Fee
|
Portfolio
|
|
Limitations
|
|
Limitations
|
|
Limitations
|
|
Limitations
|
|
Limitations
|
|
Limitations
|
Balanced Strategy
|
|
$
|
875,629
|
|
|
$
|
875,629
|
|
|
$
|
516,543
|
|
|
$
|
516,543
|
|
|
$
|
367,801
|
|
|
$
|
473,150
|
|
Growth and Income
Strategy
|
|
|
4,481,057
|
|
|
|
4,481,057
|
|
|
|
2,119,268
|
|
|
|
2,119,268
|
|
|
|
879,623
|
|
|
|
1,161,733
|
|
Growth Strategy
|
|
|
4,105,163
|
|
|
|
4,105,163
|
|
|
|
1,751,798
|
|
|
|
1,751,798
|
|
|
|
675,319
|
|
|
|
907,061
|
|
Equity Growth
Strategy
|
|
|
1,385,099
|
|
|
|
1,385,099
|
|
|
|
547,605
|
|
|
|
547,605
|
|
|
|
256,781
|
|
|
|
353,951
|
|
Income Strategies*
|
|
|
15,968
|
|
|
|
15,968
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Satellite Strategies*
|
|
|
27,140
|
|
|
|
27,140
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
*
|
|
Income Strategies Portfolio and Satellite Strategies
Portfolio each commenced operations on March
31, 2007. Consequently, neither the Income Strategies Portfolio nor the Satellite Strategies
Portfolio paid fees for services rendered during fiscal years ended December 31, 2006 or
December 31, 2005.
|
|
The Investment Adviser also performs administrative services for the applicable Portfolio
under the Management Agreement. Such administrative services include, subject to the general
supervision of the Trustees of the Trust: (i) providing supervision of all aspects of the
Portfolios non-investment operations (other than certain operations performed by others pursuant
to agreements with the Portfolios); (ii) providing the Portfolios, to the extent not provided
pursuant to the agreement with the Trusts custodian, transfer and dividend disbursing agent or
agreements with other institutions, with personnel to perform such executive, administrative and
clerical services as are reasonably necessary to provide effective administration of the
Portfolios; (iii) arranging, to the extent not provided pursuant to such agreements, for the
preparation at the Portfolios expense, of each Portfolios tax returns, reports to shareholders,
periodic updating of the Portfolios prospectuses and statements of additional information, and
reports filed with the SEC and other regulatory authorities; (iv) providing the Portfolios, to the
extent not provided pursuant to such agreements, with adequate office space and certain related
office equipment and services; and (v) maintaining all of the Portfolios records other than those
maintained pursuant to such agreements.
B-106
Portfolio Managers Other Accounts Managed by the Portfolio Managers
The following tables disclose other accounts within each type of category listed below for which
the portfolio managers are jointly and primarily responsible for day to day portfolio management.
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.
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed and Total Assets by Account Type*
|
|
Number of Accounts and Total Assets for Which Advisory Fee is Performance-Based*
|
Name of
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
Portfolio Manager
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
Balanced Strategy
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Equity Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Carhart
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Ray Iwanowski
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Katinka Domotorffy
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Growth and Income
Strategy Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Equity Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Carhart
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Ray Iwanowski
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Katinka Domotorffy
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Growth Strategy
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Equity Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Carhart
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Ray Iwanowski
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Katinka Domotorffy
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Equity Growth
Strategy Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative
Equity Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed and Total Assets by Account Type*
|
|
Number of Accounts and Total Assets for Which Advisory Fee is Performance-Based*
|
Name of
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
Portfolio Manager
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
|
Companies
|
|
Investment Vehicles
|
|
Accounts
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
of
|
|
Assets
|
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
|
Accounts
|
|
Managed
|
Mark Carhart
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Ray Iwanowski
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Katinka Domotorffy
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Income Strategies
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative Equity
Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Carhart
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Ray Iwanowski
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Katinka Domotorffy
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Satellite
Strategies
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative Equity
Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Carhart
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Ray Iwanowski
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
Katinka Domotorffy
|
|
|
78
|
|
|
$34.7 BN
|
|
|
75
|
|
|
$27.7 BN
|
|
|
784
|
|
|
$123.6 BN
|
|
|
1
|
|
|
$0.2 BN
|
|
|
43
|
|
|
$9.9 BN
|
|
|
117
|
|
|
$58.1 BN
|
|
|
|
|
*
|
|
This information is as of December 31, 2007.
|
|
B-108
Conflicts of Interest
. The Investment Advisers portfolio managers are often
responsible for managing one or more of the Portfolios as well as other accounts, including
proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered
hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle
which may have materially higher fee arrangements than the Portfolio and may also have a
performance-based fee. The side-by-side management of these funds may raise potential conflicts of
interest relating to cross trading, the allocation of investment opportunities and the aggregation
and allocation of trades.
The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair
and equitable manner. The Investment Adviser seeks to provide best execution of all securities
transactions and aggregate and then allocate securities to client accounts in a fair and timely
manner. To this end, the Investment Adviser has developed policies and procedures designed to
mitigate and manage the potential conflicts of interest that may arise from side-by-side
management. In addition, the Investment Adviser and the Portfolios have adopted policies limiting
the circumstances under which cross-trades may be effected between a Portfolio and another client
account. The Investment Adviser conducts periodic reviews of trades for consistency with these
policies. For more information about conflicts of interests that may arise in connection with the
portfolio managers management of the Portfolios investments and the investments of other
accounts, see Potential Conflicts of Interest Potential Conflicts Relating to the Allocation of
Investment Opportunities Among the Funds and Other Goldman Sachs Accounts and Potential Conflicts
Relating to Goldman Sachs and the Investment Advisers Proprietary Activities and Activities on
Behalf of Other Accounts.
Portfolio Managers Compensation
Quantitative Strategies Teams Base Salary and Performance Bonus
. The Investment
Advisers Quantitative Strategies team (the QS Team compensation package for its portfolio
managers is comprised of a base salary and performance bonus. The base salary is fixed. However,
the performance bonus is a function of each portfolio managers individual performance; the QS
Teams total revenues for the past year which in part is derived from advisory fees and for certain
accounts, performance based fees; his or her contribution to the overall performance of the QS
Team; the performance of GSAM; the profitability of Goldman, Sachs & Co.; and anticipated
compensation levels among competitor firms. Portfolio managers are rewarded for their ability to
outperform a benchmark while managing risk exposure.
The performance bonus for portfolio managers is significantly influenced by the following
criteria: (1) overall pre-tax portfolio performance; (2) consistency of performance across accounts
with similar profiles; (3) compliance with risk budgets; and (4) communication with other portfolio
managers within the research process. In addition, the following factors involving the overall
performance of the investment style team are also considered when the amount of performance bonus
is determined: (1) whether the teams performance exceeded performance benchmarks over one-year and
three-year periods (for Portfolio specific benchmarks please see below); (2) whether the team
managed portfolios within a defined range around a targeted tracking error; (3) whether the team
performed
consistently with objectives and client commitments; (4) whether the team achieved top tier
rankings and ratings (a consideration secondary to the above); and (5) whether the team managed all
similarly mandated accounts in a consistent manner.
B-109
|
|
|
|
Fund of Funds Portfolio
|
|
Benchmarks
|
|
Balanced Strategy Portfolio
|
|
S&P 500
®
Index
|
|
|
Two-Year U.S. Treasury Note Index
|
|
|
|
Growth and Income Strategy Portfolio
|
|
S&P 500
®
Index
|
|
|
MSCI
®
Europe, Australasia, Far East (EAFE
®
) Index (unhedged)
|
|
|
Lehman Brothers Aggregate Bond Index
|
|
|
|
Growth Strategy Portfolio
|
|
S&P 500
®
Index
|
|
|
MSCI
®
EAFE
®
Index (unhedged)
|
|
|
Russell 2000
®
Index
|
|
|
MSCI
®
Emerging Markets Free (EMF) Index
|
|
|
|
Equity Growth Strategy Portfolio
|
|
S&P 500
®
Index
|
|
|
MSCI
®
EAFE
®
Index (unhedged)
|
|
|
Russell 2000
®
Index
|
|
|
MSCI
®
EMF Index
|
|
|
|
Income Strategies Portfolio
|
|
S&P 500
®
Index
|
|
|
Lehman Brothers Aggregate Bond Index
|
|
|
|
Satellite Strategies Portfolio
|
|
S&P 500
®
Index
|
|
|
MSCI
®
EAFE
®
Index
|
|
|
Lehman Brothers Aggregate Bond Index
|
Other Compensation
. In addition to base salary and performance bonus, the Investment
Adviser has a number of additional benefits/deferred compensation programs for all portfolio
managers in place including: (i) a 401(k) program that enables employees to direct a percentage of
their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing
program to which Goldman Sachs & Co. makes a pretax contribution; and (iii) investment opportunity
programs in which certain professionals are eligible to participate
subject to certain net worth requirements. Portfolio managers may also receive grants of
restricted stock units and/or stock options as part of their compensation.
Certain GSAM portfolio managers may also participate in the firms Partner Compensation Plan, which
covers many of the firms senior executives. In general, under the Partner Compensation Plan,
participants receive a base salary and a bonus (which may be paid in cash or in the form of an
equity-based award) that is linked to Goldman Sachs overall financial performance.
B-110
Portfolio Managers Portfolio Managers Ownership of Shares of the Portfolios They Manage
The following table shows the portfolio managers ownership of shares of the Portfolios they
manage.
|
|
|
Name of Portfolio Manager
|
|
Dollar Range of Equity Securities Beneficially Owned by Portfolio Manager*
|
Balanced Strategy Portfolio
|
|
|
Mark Carhart
|
|
Balanced Strategy Portfolio: None
|
Ray Iwanowski
|
|
Balanced Strategy Portfolio: None
|
Katinka Domotorffy
|
|
Balanced Strategy Portfolio: None
|
|
|
|
Growth and Income Strategy
Portfolio
|
|
|
Mark Carhart
|
|
Growth and Income Strategy Portfolio: $50,001-$100,000
|
Ray Iwanowski
|
|
Growth and Income Strategy Portfolio: None
|
Katinka Domotorffy
|
|
Growth and Income Strategy Portfolio: None
|
|
|
|
Growth Strategy Portfolio
|
|
|
Mark Carhart
|
|
Growth Strategy Portfolio: None
|
Ray Iwanowski
|
|
Growth Strategy Portfolio: None
|
Katinka Domotorffy
|
|
Growth Strategy Portfolio: Over $100,000
|
|
|
|
Equity Growth Strategy Portfolio
|
|
|
Mark Carhart
|
|
Equity Growth Strategy Portfolio: None
|
Ray Iwanowski
|
|
Equity Growth Strategy Portfolio: None
|
Katinka Domotorffy
|
|
Equity Growth Strategy Portfolio: $10,001-$50,000
|
|
|
|
Income Strategies Portfolio
|
|
|
Mark Carhart
|
|
Income Strategies Portfolio: None
|
Ray Iwanowski
|
|
Income Strategies Portfolio: None
|
Katinka Domotorffy
|
|
Income Strategies Portfolio: None
|
|
|
|
Satellite Strategies Portfolio
|
|
|
Mark Carhart
|
|
Satellite Strategies Portfolio: None
|
Ray Iwanowski
|
|
Satellite Strategies Portfolio: None
|
Katinka Domotorffy
|
|
Satellite Strategies Portfolio: None
|
|
|
|
|
*
|
|
This information is as of December 31, 2007.
|
|
B-111
Distributor and Transfer Agent
Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the exclusive distributor
of shares of the Portfolios pursuant to a best efforts arrangement as provided by a distribution
agreement with the Trust on behalf of each Portfolio. Shares of the Portfolios are offered and
sold on a continuous basis by Goldman Sachs, acting as agent. Pursuant to the distribution
agreement, after the Portfolios Prospectuses and periodic reports have been prepared, set in type
and mailed to shareholders, Goldman Sachs will pay for the printing and distribution of copies
thereof used in connection with the offering to prospective investors. Goldman Sachs will also pay
for other supplementary sales literature and advertising costs. Goldman Sachs may enter into sales
agreements with certain investment dealers and other financial service firms (the Authorized
Dealers) to solicit subscriptions for Class A, Class B, Class C, Class R and Class IR Shares of
each of the Portfolios that offer such classes of shares. 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 Portfolio shares.
Goldman Sachs retained approximately the following combined commissions on sales of Class A,
Class B and Class C Shares during the fiscal years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
2007
|
|
2006
|
|
2005
|
Balanced Strategy
|
|
$
|
549,500
|
|
|
$
|
447,783
|
|
|
$
|
234,400
|
|
Growth and Income Strategy
|
|
|
3,339,210
|
|
|
|
3,174,459
|
|
|
|
1,081,100
|
|
Growth Strategy
|
|
|
2,444,300
|
|
|
|
2,204,697
|
|
|
|
587,100
|
|
Equity Growth Strategy
|
|
|
785,400
|
|
|
|
619,746
|
|
|
|
129,400
|
|
Income Strategies*
|
|
|
4,200
|
|
|
NA
|
|
|
NA
|
|
Satellite Strategies*
|
|
|
59,200
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
*
|
|
Income Strategies Portfolio and Satellite Strategies Portfolio each commenced operations on March
31, 2007. Consequently, Goldman Sachs did not retain any commissions on the sales of Class A
or Class C Shares of the Income Strategies Portfolio or Satellite Strategies Portfolio
during the fiscal years ended December 31, 2006 or December 31, 2005.
|
|
Dealer Reallowances
. Class A Shares of the Portfolios 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 Portfolios 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
Portfolios offering price with respect to purchases under
$50,000:
B-112
|
|
|
|
|
Portfolio
|
|
|
|
|
Balanced Strategy
|
|
|
4.69
|
%
|
Growth and Income Strategy
|
|
|
4.68
|
%
|
Growth Strategy
|
|
|
4.75
|
%
|
Equity Growth Strategy
|
|
|
4.75
|
%
|
Income Strategies
|
|
|
5.08
|
%
|
Satellite Strategies
|
|
|
4.79
|
%
|
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, Illinois 60606, also serves as the Trusts
transfer and dividend disbursing agent. Under its transfer agency agreement with the Trust,
Goldman Sachs has undertaken with the Trust with respect to each Portfolio to:
(i) record the issuance, transfer and redemption of shares, (ii) provide purchase and redemption
confirmations and quarterly statements, as well as certain other statements, (iii) provide certain
information to the Trusts custodian and the relevant sub-custodian in connection with redemptions,
(iv) provide dividend 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 a Portfolios Institutional and Service Shares and
0.19% of average daily net assets with respect to a Portfolios 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 agent and
the assumption by Goldman Sachs of the expenses related thereto, Goldman Sachs received fees for
the fiscal years ended December 31, 2007, 2006 and 2005 from each Portfolio as follows under the
fee schedules then in effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
2007
|
|
2006
|
|
2005
|
Balanced Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
579,499
|
|
|
$
|
299,867
|
|
|
$
|
147,815
|
|
Class B Shares
|
|
|
72,347
|
|
|
|
61,922
|
|
|
|
55,698
|
|
Class C Shares
|
|
|
249,434
|
|
|
|
121,198
|
|
|
|
63,270
|
|
Institutional Shares
|
|
|
40,721
|
|
|
|
35,158
|
|
|
|
40,991
|
|
Service Shares
|
|
|
3,036
|
|
|
|
905
|
|
|
|
924
|
|
Class R Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
Class IR Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
B-113
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
2007
|
|
2006
|
|
2005
|
Growth and Income Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
3,413,739
|
|
|
$
|
1,599,697
|
|
|
$
|
565,982
|
|
Class B Shares
|
|
|
300,931
|
|
|
|
205,727
|
|
|
|
157,768
|
|
Class C Shares
|
|
|
1,196,505
|
|
|
|
496,532
|
|
|
|
210,020
|
|
Institutional Shares
|
|
|
156,381
|
|
|
|
78,998
|
|
|
|
36,815
|
|
Service Shares
|
|
|
4,635
|
|
|
|
1,518
|
|
|
|
1,168
|
|
Class R Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
Class IR Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
2,857,573
|
|
|
$
|
1,154,689
|
|
|
$
|
361,663
|
|
Class B Shares
|
|
|
369,096
|
|
|
|
213,667
|
|
|
|
144,831
|
|
Class C Shares
|
|
|
1,564,562
|
|
|
|
632,524
|
|
|
|
227,520
|
|
Institutional Shares
|
|
|
80,473
|
|
|
|
44,277
|
|
|
|
24,575
|
|
Service Shares
|
|
|
5,556
|
|
|
|
1,631
|
|
|
|
981
|
|
Class R Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
Class IR Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Growth Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
1,006,397
|
|
|
$
|
381,449
|
|
|
$
|
157,663
|
|
Class B Shares
|
|
|
100,247
|
|
|
|
64,838
|
|
|
|
52,137
|
|
Class C Shares
|
|
|
547,321
|
|
|
|
211,609
|
|
|
|
100,263
|
|
Institutional Shares
|
|
|
18,581
|
|
|
|
7,129
|
|
|
|
3,091
|
|
Service Shares
|
|
|
2,575
|
|
|
|
395
|
|
|
|
108
|
|
Class R Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
Class IR Shares
|
|
|
2
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Strategies
1
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
6,264
|
|
|
NA
|
|
|
NA
|
|
Class C Shares
|
|
|
2,845
|
|
|
NA
|
|
|
NA
|
|
Institutional Shares
|
|
|
3,233
|
|
|
NA
|
|
|
NA
|
|
Class R Shares
|
|
|
1
|
|
|
NA
|
|
|
NA
|
|
Class IR Shares
|
|
|
1
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite
Strategies
1
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Shares
|
|
$
|
13,508
|
|
|
NA
|
|
|
NA
|
|
|
B-114
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
2007
|
|
2006
|
|
2005
|
|
Class C Shares
|
|
|
6,351
|
|
NA
|
|
NA
|
Institutional Shares
|
|
|
4,573
|
|
NA
|
|
NA
|
Service
Shares
2
|
|
|
NA
|
|
NA
|
|
NA
|
Class R Shares
|
|
|
1
|
|
NA
|
|
NA
|
Class IR Shares
|
|
|
1
|
|
NA
|
|
NA
|
|
|
|
|
|
|
1
|
|
Income Strategies Portfolio and Satellite Strategies
Portfolio each commenced operations on March 31, 2007. Consequently, Goldman
Sachs did not receive any fees as transfer agent from the Income
Strategies Portfolio or the Satellite Strategies Portfolio during
the fiscal years ended December 31, 2006 or December 31, 2005.
|
|
|
|
|
|
2
|
|
Service Shares of the Satellite Strategies Portfolio
commenced operations on August 27, 2008.
|
|
|
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 to the
Portfolios are not impaired thereby. Such agreements also provide that the Trust will indemnify
Goldman Sachs against certain liabilities.
Expenses
The Trust, on behalf of each Portfolio, is responsible for the payment of each Portfolios
respective expenses. The expenses include, without limitation, the fees payable to the Investment
Adviser, service fees and shareholder administration fees paid to Service Organizations, the fees
and expenses payable to the Trusts custodian and sub-custodians, transfer agent fees and expenses,
brokerage fees and commissions, filing fees for the registration or qualification of the Trusts
shares under federal or state securities laws, expenses of the organization of the Portfolios, fees
and expenses incurred by the Trust in connection with membership in investment company
organizations including, but not limited to, the Investment Company Institute, taxes, interest,
costs of liability insurance, fidelity bonds or indemnification, any costs, expenses or losses
arising out of any liability of, or claim for damages or other relief asserted against, the Trust
for violation of any law, legal, tax and auditing fees and expenses (including the cost of legal
and certain accounting services rendered by employees of Goldman Sachs or its affiliates with
respect to the Trust), expenses of preparing and setting in type Prospectuses, SAIs, proxy
material, reports and notices and the printing and distributing of the same to the Trusts
shareholders and regulatory authorities, shareholder expenses, any expenses assumed by a Portfolio
pursuant to its distribution and service plans, compensation and expenses of its non-interested
Trustees, the fees and expenses of pricing services and extraordinary expenses, if any, incurred by
the Trust. Except for fees and expenses under any service plan, shareholder administration plan,
or distribution and service plan applicable to a particular class and transfer agency fees and
expenses, all Portfolio expenses are borne on a non-class specific basis.
Fees and expenses of legal counsel, registering shares of each Portfolio, holding meetings and
communicating with shareholders may include an allocable portion of the cost of maintaining an
internal legal and compliance department. Each Portfolio may also bear an
B-115
allocable portion of the costs incurred by the Investment Adviser in performing certain
accounting services not being provided by the trusts custodian.
The imposition of the Investment Advisers fees, as well as other operating expenses, will
have the effect of reducing the total return to investors. From time to time, the Investment
Adviser may waive receipt of its fees and/or voluntarily assume certain expenses of a Portfolio or
Underlying Fund, which would have the effect of lowering that Portfolio or Underlying 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 Portfolios (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 extent that such expenses exceed, on an annual basis, 0.004% of
the Balanced Strategy, Growth and Income Strategy, Growth Strategy and Equity Growth Strategy Portfolios average daily net assets and 0.01% of the
Income Strategies and Satellite Strategies Portfolios average daily net assets. Such reductions
or limits, if any, are calculated monthly on a cumulative basis and may be discontinued or modified
by the Investment Adviser in its discretion at any time.
Reimbursement and Other Expense Reimbursements
For the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, the amounts
of certain Other Expenses of each Portfolio then in existence were reduced or otherwise limited
by the Investment Adviser as follows under the expense limitations with the Portfolios that were
then in effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
2007
|
|
2006
|
|
2005
|
Balanced Strategy
|
|
$
|
385,579
|
|
|
$
|
293,916
|
|
|
$
|
394,693
|
|
Growth and Income Strategy
|
|
|
579,388
|
|
|
|
542,439
|
|
|
|
646,330
|
|
Growth Strategy
|
|
|
597,126
|
|
|
|
502,770
|
|
|
|
563,874
|
|
Equity Growth Strategy
|
|
|
406,790
|
|
|
|
339,910
|
|
|
|
387,421
|
|
Income Strategies*
|
|
|
349,689
|
|
|
NA
|
|
|
NA
|
|
Satellite Strategies*
|
|
|
350,874
|
|
|
NA
|
|
|
NA
|
|
|
|
|
|
*
|
|
Income Strategies Portfolio and Satellite Strategies
Portfolio each commenced operations on March
31, 2007.
|
|
B-116
Custodian and Sub-Custodians
State Street Bank and Trust Company (State Street), 225 Franklin Street, Boston,
Massachusetts 02110, is the custodian of the Trusts portfolio securities and cash. State Street
also maintains the Trusts accounting records. State Street may appoint domestic and foreign
sub-custodians and use depositories from time to time to hold certain securities and other
instruments purchased by the Trust in foreign countries and to hold cash and currencies for the
Trust.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts 02110 has been appointed
the Portfolios independent registered public accounting firm. In addition to audit services, as
of January 21, 2007, PricewaterhouseCoopers LLP prepares the Portfolios federal and state tax
returns as of the Portfolios fiscal year beginning January 1, 2007, 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, agent and principal, and has other direct and indirect interests in the global fixed income, currency,
commodity, equity, bank loan and other markets in which the Funds directly and
indirectly 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. These are
considerations of which shareholders should be aware, and which may
cause conflicts that could disadvantage the Funds. The following is a brief summary description of certain
of these potential conflicts of interest:
|
|
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.
|
B-117
|
|
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.
|
|
|
|
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.
|
|
|
|
Goldman Sachs may make payments to authorized dealers and other financial intermediaries from time to time to promote the Funds, other accounts managed by Goldman Sachs 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 as separately identified charges to the Funds.
|
|
|
|
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, investment or other interests of Goldman Sachs or its personnel, the Investment Adviser will
make allocation decisions consistent
with the interests of the Funds and accounts and
not solely based on such other interests.
|
|
|
|
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 (including the Funds).
|
|
|
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.
|
|
|
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.
|
|
|
|
Goldman Sachs will be under no obligation to provide to the
Funds, or effect
transactions on behalf of the Funds in accordance with any market or other information, analysis, technical models or research in its possession.
Goldman Sachs may have information material to the management of the Funds and may
not share that information with relevant personnel of the
Investment Adviser.
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B-118
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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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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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Products and services received by the Investment Adviser or its affiliates from brokers in
connection with brokerage services provided to the Funds and other funds or accounts managed
by Goldman Sachs may disproportionately benefit other of such funds and accounts based on the
relative amounts of brokerage services provided to the Funds and such other funds and
accounts.
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While the Investment Adviser will make proxy voting decisions as it believes appropriate and
in accordance with the Investment Advisers
policies designed to help avoid conflicts of interest, proxy voting decisions made by the
Investment Adviser with respect to a Funds portfolio securities
may have the effect of favoring the interests
of other clients or businesses of other divisions or units of Goldman Sachs.
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Regulatory restrictions (including relating to the aggregation of positions among different
funds and accounts) and internal Goldman Sachs policies may restrict investment activities of
the Funds. Information held by Goldman Sachs could have the effect of restricting investment
activities of the Funds.
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Prospective investors should carefully review the following section of this document which more
fully describes these and other potential conflicts of interest presented by Goldman Sachs other
businesses and interests.
As a registered investment adviser under the Advisers Act, the Investment Adviser is required
to file a Form ADV with the SEC. Form ADV contains information about assets under management,
types of fee arrangements, types of investments, potential conflicts of interest, and other
relevant information regarding the Investment Adviser. A copy of Part 1 of the Investment
Advisers Form ADV is available on the SECs website (www.adviserinfo.sec.gov).
B-119
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 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 for the Funds than
they would have been had other decisions been made which also might have been appropriate for the
Funds. For example, an Investment Adviser may make the decision to have Goldman Sachs or an affiliate thereof provide administrative or other services to a Fund instead of hiring an unaffiliated administrator or other service provider, provided that such engagement is on market terms, as determined by such Fund or the Funds Board in its discretion.
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. 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 a Fund or acquire certain positions on behalf of the Fund.
Goldman Sachs will be under no duty to make any such information
available to the Investment Adviser or in particular the personnel of
the Investment Adviser making investment decisions on behalf of the Funds.
Goldman
Sachs or Intermediaries Financial and Other Interests and
Relationships May Incentivize Goldman Sachs or Intermediaries
to Promote the Sale of Fund Shares
Goldman Sachs, its personnel and other financial service providers, have interests in
promoting sales of shares of the Funds. With respect to both Goldman Sachs and its personnel, the
remuneration and profitability relating to services to and sales of shares 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.
Conflicts
may arise in relation to sales-related incentives
.
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 some products
or services, and the remuneration and profitability to Goldman Sachs and such
B-120
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 or provide service platforms for employee benefit plans 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 or distribute the Funds. In
addition, Goldman Sachs, including the Investment Adviser, may make charitable contributions to
institutions, including those that have relationships with clients or personnel of clients.
Personnel of Goldman Sachs may also make political contributions. As a result of the relationships
and arrangements described in this paragraph, consultants, distributors and other parties may have
conflicts associated with their promotion of the Funds or other dealings with the Funds that create
incentives for them to promote the Funds or certain portfolio transactions.
One or more divisions of Goldman Sachs may refer certain investment opportunities to the Investment Adviser or otherwise provide services to, or enter into arrangements with, the Investment Adviser. In connection with such referrals, services or other arrangements involving one or more divisions of Goldman Sachs, such divisions may engage in sharing of fees or other compensation received by the Investment Adviser from the Funds.
To the extent permitted by applicable law, Goldman Sachs or the Funds may make payments to authorized dealers and other financial intermediaries (Intermediaries) from time to time to promote current or future accounts or funds managed or advised by Goldman Sachs (including
the Investment Adviser) or in which Goldman Sachs (including the Investment Adviser) or its personnel have
interests (collectively, the Client/GS Accounts), the Funds and other products. In addition to placement fees, sales loads or similar distribution charges, 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 (which may consist of payments resulting in or relating to the inclusion of the Funds, Client/GS Accounts and other products 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; fees for directing investors to the Funds, Client/GS Accounts and other products; finders fees or referral fees or other fees for providing assistance in promoting the Funds, Client/GS Accounts and other products
(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, Client/GS Accounts and other products. Such payments 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 interests sold to, or held by, customers of the Intermediary involved; or may be calculated on another basis. 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. Furthermore, subject to applicable law, such payments 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. The additional payments by Goldman Sachs may also compensate Intermediaries for sub-accounting, administrative and/or shareholder processing or other investor services that are in addition to the fees paid for these services by such products.
The payments made by Goldman Sachs or the Funds may be different for different Intermediaries. The payments may be negotiated based on a range of factors, including but not limited to, ability to attract and retain assets, target markets, customer relationships, quality of service and industry reputation. 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 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.
B-121
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. For example, the Funds
may be competing for investment opportunities with Client/GS
Accounts. The Client/GS Accounts may provide
greater fees or other compensation (including performance based fees), equity or other interests to Goldman Sachs (including
the Investment Adviser).
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, sectors or strategies in which the Funds may invest. This may create potential conflicts where there is limited availability or limited liquidity for those investments. For example, limited availability may exist, without limitation, in local and emerging markets, high yield securities, fixed income securities, regulated industries, small capitalization, and IPO/new issues. Transactions in investments by multiple Client/GS Accounts (including accounts in which Goldman Sachs and its personnel have an interest), other clients of Goldman Sachs or Goldman Sachs itself may have the effect of diluting or otherwise negatively affecting the values, prices or investment strategies associated with securities held by Client/GS Accounts, or the Funds, particularly, but not limited to, in small capitalization, emerging market or less liquid strategies. 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 Fund and Client/GS Account, to be reasonable.
In many cases, these policies result in the pro rata allocation of limited opportunities across the Funds and Client/GS Accounts, but in many other cases the allocations reflect numerous other factors based upon the Investment Advisers good faith assessment of the best use of such limited opportunities relative to the objectives, limitation and requirements of each Fund and Client/GS Accounts and applying a variety of factors including those described below. The Investment Adviser seeks to treat all clients reasonably in light of all factors relevant to managing an account, and in some cases it is possible that the application of the factors described below may result in allocations in which certain accounts may receive an allocation when other accounts do not. Non-proportional allocation may occur more frequently in the fixed income portfolio management area than many active equity accounts, in many instances because multiple appropriate or substantially similar investments are available in fixed income strategies, as well as due to differences in benchmark factors, hedging strategies, or other reasons, but non-proportional allocations could also occur in other areas. The application of these factors as described below may result in allocations in which Goldman Sachs and Goldman Sachs employees may receive and allocation or an opportunity not allocated to other Client/GS Accounts or the Funds. 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 with reference to numerous factors. These factors 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 including the ability to hedge through short sales or other techniques; (iv) the expected future capacity of applicable Funds or Client/GS Accounts; (v) fully directed brokerage accounts; (vi) tax sensitivity of accounts; (vii) suitability requirements and the nature of investment opportunity; (viii) account turnover guidelines; (ix) cash and liquidity considerations, including without limitation, availability of cash for investment; (x) relative sizes and expected future sizes of applicable accounts; (xi) availability of other appropriate investment opportunities; and/or (xii) minimum denomination, minimum increments, de minimus threshold and round lot considerations. 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 and benchmark sensitivity of an account; (iv) an accounts risk tolerance, risk parameters and strategy allocations; (v) use of the opportunity as a replacement for a security Goldman Sachs believes to be attractive for an account; (vi) considerations relating to hedging a position in a pair trade; and/or (vii) considerations related to giving a subset of accounts exposure to an industry. In addition, the fact that certain Goldman Sachs personnel are dedicated to one or more funds, accounts or clients, including the Funds, may be a factor in determining the allocation of opportunities sourced by such personnel. Reputational matters and other such considerations may also be considered.
During periods of unusual market conditions, the Investment Adviser may deviate from its normal trade allocation practices. For example, this may occur with respect to the management of unlevered and/or long-only funds or accounts that are typically managed on a
side-by-side basis with levered and/or long-short funds or accounts. During such periods, the Investment Adviser will seek to exercise a disciplined process for determining its actions to appropriately balance the interests of all accounts, including the Funds, as it determines in its sole discretion.
B-122
In
addition to allocations of limited availability investments, Goldman
Sachs
may, from time to time, develop and implement new investment opportunities and/or trading
strategies, and these strategies may not be employed in all accounts (including the Fund) or
pro rata among the accounts where they are employed, even if the
strategy is consistent with the objectives of all accounts. Goldman
Sachs 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
Goldman Sachs deems relevant in its sole discretion. For example, such a determination may,
but will not necessarily, include consideration of the fact that a particular strategy will not
have a meaningful impact on an account given the overall size of the account, the limited
availability of opportunities in the strategy and the availability of other strategies for the
account.
Allocation decisions among accounts may be more or less advantageous to any one account or
group of accounts. As a result of these allocation issues, 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.
Notwithstanding
anything in the foregoing, the Funds may or may not receive, but in any event will have no rights
with respect to, opportunities sourced by Goldman Sachs businesses and affiliates. Such
opportunities or any portion thereof may be offered to GS/Client Accounts, Goldman Sachs or
affiliates thereof, all or certain investors of the Funds, or such other persons or entities as
determined by Goldman Sachs in its sole discretion. The Funds will have no rights and will not
receive any compensation related to such opportunities.
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.
B-123
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
As a result of informational barriers constructed between different divisions of Goldman Sachs, the Investment Adviser will generally not have access to information and may not consult with personnel in other areas of Goldman Sachs. Therefore, the Investment Adviser will generally not be able to manage the Funds with the benefit of information held by many other divisions of 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. In certain circumstances, personnel of
affiliates of the Investment Adviser may have input into, or make
determinations regarding, portfolio management transactions for the
Funds. 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. A Fund or GS/Client Account 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.
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.
Issues Relating to the Valuation of Assets by Multiple Divisions or Units Within Goldman Sachs
Certain securities and other assets in which the Funds may invest may not have a readily ascertainable market value and will be valued by the Investment Adviser in accordance with the valuation guidelines described herein. Such securities and other assets may constitute a substantial portion of the Funds investments.
The Investment Adviser may face a conflict of interest in valuing the securities or assets in the Funds portfolio that lack a readily ascertainable market value of the assets held by the Funds will affect the Investment Advisers compensation. The Investment Adviser will value such securities and other assets in accordance with the valuation policies described herein.
Various divisions and units within Goldman Sachs are required to value assets, including in connection with managing or advising Client/GS Accounts and in their capacity as a broker-dealer. These various divisions and units may share information regarding valuation techniques and models or other information relevant to the calculation of a specific asset or category of assets. Goldman Sachs does not, however, have any obligation to engage in such information sharing. Therefore, a division or unit of Goldman Sachs may value an identical asset differently than another division or unit of Goldman Sachs. This is particularly the case when an asset does
not have a readily ascertainable market price and/or where one division or unit of Goldman Sachs has more recent and/or accurate information about the asset being valued.
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
B-124
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, including with respect to
the return of the investment, the timing or nature of action
relating to the investment or method of exiting the investment.
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. In addition, the Investment Adviser and other Goldman Sachs affiliates may manage funds or accounts, and Goldman Sachs may be invested in funds or accounts, that have similar investment objectives or portfolios to that of the Funds, and events occurring with respect to such funds or accounts could affect the performance of the Funds. For example, in the event that withdrawals of capital or performance losses results in such a fund or account de-leveraging its portfolio by selling securities, this could result in securities of the same issuer, strategy or type held by the Funds falling in value, which could have a material adverse effect on the Funds.
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. For example, 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.
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 Goldman Sachs and Goldman Sachs
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.
B-125
The Investment Adviser has established a trade sequencing and rotation policy for certain U.S.
equity client accounts (including the Funds) and wrap fee accounts. The Investment Adviser does
not generally aggregate trades on behalf of wrap fee accounts at the present time. Wrap fees
usually cover execution costs only when trades are placed with the sponsor of the account. Trades
through different sponsors are generally not aggregated. The Investment Adviser currently utilizes
an asset-based trade sequencing and rotation policy for determining the order in which trades for
institutional and wrap accounts are placed. Given current asset levels, the Investment Advisers
trade sequencing and rotation policy provides that wrap accounts trade ahead of other accounts,
including the 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 their own accounts (including through investment
funds managed by Goldman Sachs, including the Investment Adviser). As a result of differing
trading and investment strategies or constraints, positions may be taken by directors, officers and
employees that are the same, different from or made at different times than positions taken for the
Funds. To reduce the possibility that the Funds will be materially adversely affected by the
personal trading described above, each of the Funds and Goldman Sachs, as each Funds Investment
Adviser and distributor, has established policies and procedures that restrict securities trading
in the personal accounts of investment professionals and others who normally come into possession
of information regarding the Funds portfolio transactions. Each of the Funds and Goldman Sachs,
as each Funds Investment Adviser and distributor, has adopted a code of ethics (collectively, the
Codes of Ethics) in compliance with Section 17(j) of the Act and monitoring procedures relating
to certain personal securities transactions by personnel of the Investment Adviser which the
Investment Adviser deems to involve potential conflicts involving such personnel, Client/GS
Accounts managed by the Investment Adviser and the Funds. The Codes of Ethics require that
personnel of the Investment Adviser comply with all applicable federal securities laws and with the
fiduciary duties and anti-fraud rules to which the Investment Adviser is subject. The Codes of
Ethics can be reviewed and copied at the SECs Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-942-8090. The Codes of Ethics are also available on the EDGAR Database on the SECs Internet
site at http://www.sec.gov. Copies may also be obtained after paying a duplicating fee by writing
the SECs Public Reference Section, Washington, DC 20549-0102, or by electronic request to
publicinfo@sec.gov.
Clients of Goldman Sachs (including Client/GS Accounts) may have, as a result of receiving
client reports or otherwise, access to information regarding the Investment Advisers transactions
or views which may affect such clients transactions outside of accounts controlled by personnel of
the Investment Adviser, and such transactions may negatively impact the performance of the Funds.
The Funds may also be adversely affected by cash flows and market movements arising from purchase
and sales transactions, as well as increases of capital in, and withdrawals of capital from, other
Client/GS Accounts. These effects can be more pronounced in thinly traded and less liquid markets.
B-126
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 (or funds or
accounts managed by Goldman Sachs and/or in which Goldman Sachs has
an interest) 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 operational challenges, the Client/GS Account which holds the debt
securities may seek a liquidation of the issuer, whereas the Fund which holds the equity securities
may prefer a reorganization of the issuer. In addition, the
Investment Adviser may also, in certain circumstances, pursue or
enforce rights with respect to a particular issuer jointly on behalf
of one or more Client/GS Accounts, the Funds, or Goldman Sachs
employees may work together to pursue or enforce such rights. 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.
To the extent permitted by applicable law Goldman Sachs (including its personnel or Client/GS Accounts) 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 or seek to replicate or hedge the performance of the Funds (collectively referred to as Structured Investment Products). The values of Structured Investment Products may be linked to the net asst value of a Fund or Funds and/or the values of a Funds investments. In connection with the Structured Investment Products and for hedging, re-balancing, investment and other purposes, to the extent permitted by applicable law, the Funds and/or Goldman Sachs (including its personnel or Client/GS Accounts) may (i) purchase or sell investments held by the Funds and/or Client/GS Accounts, (ii) purchase or sell investments held by the Funds, or (iii) hold synthetic positions that seek to replicate or hedge the performance of a Fund or Funds, a Funds investments, a Client/GS Account of a Client/GS Accounts investments. Such positions may be significant and may differ from and/or be contra to a Funds or a Client/GS Accounts positions. Goldman Sachs (including its personnel or Client/GS Accounts) reserves the right to make purchases and sales of investments that may also be held by a Fund and or Client/GS Account and to make purchases and sales of shares in the Funds as any time and without notice to the investors in Funds. These derivative-related activities, as well as such investment and redemption activities, may have an adverse effect on the investment management of the Funds and the Funds positions, flexibility, diversification strategies and on the amount of fees, expenses and other costs incurred directly or indirectly through the Funds by investors.
The structure or other characteristics of the derivative instruments (including the Structured Investment Products) may have an adverse effect on the Funds. For example, the derivative instruments could represent leveraged investments in the Funds, and the leveraged characteristics of such investments could make it more likely, due to events of default or otherwise, that there would be significant redemptions of interests from the Funds more quickly than might otherwise be the case. Goldman Sachs, acting in commercial capacities in connection with such derivative instruments, may in fact cause such a redemption. This may have an adverse
effect on the investment management and positions, flexibility and diversification strategies of the Funds and on the amount of fees, expenses and other costs incurred directly or indirectly for the account of the Funds.
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Potential Conflicts in Connection with Investments in Goldman Sachs Money Market Funds
To the extent permitted by applicable law, a Fund may invest all or some of its short term
cash investments in any money market fund advised or managed by Goldman Sachs. In connection with
any such investments, a Fund, to the extent permitted by the Act, will pay its share of all
expenses of a money market fund in which it invests
which may result in a Fund bearing some additional expenses of a money market fund in which it invests which may result in a Fund bearing some additional expenses. All advisory, administrative, or Rule 12b-1 fees applicable to the investment and the fees or allocations from the Funds will not be reduced thereby (i.e., there could be double fees involved in making any such investment, which would not arise in connection with
an investors direct purchase of the underlying investments, because Goldman
Sachs could receive fees with respect to both the management of the Funds and such money
market fund). In such circumstances, as well as in all other circumstances in which Goldman
Sachs receives any fees or other compensation in any form relating to the provision of services, no accounting or repayment to the Funds will be required.
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
Potential Conflicts Relating to Principal and Cross Transactions
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.
To the extent permitted by applicable law, the Funds may also enter into cross
transactions (i.e., where the Investment Adviser causes a Fund to buy securities from, or sell
a security to, another client of the Investment Adviser or its affiliates) and agency cross
transactions (i.e., where Goldman Sachs acts as a broker for, and receives a commission
from, both a Fund on one side of the transaction and another account on the other side of the
transaction in connection with the purchase or sale of securities). Goldman Sachs may have a
potentially conflicting division of loyalties and responsibilities to both parties to a cross
transaction or agency cross transaction. For example, in a cross transaction, the Investment Adviser
or an affiliate will represent both a Fund on one side of a transaction and another account,
including a Fund, on the other side of the transaction (including an account in which Goldman
Sachs or its affiliates have a proprietary interest) in connection with the purchase of a security
by such Fund. In addition, in an agency cross transaction, Goldman Sachs will act as broker and
receive compensation or other payments from either or both parties, which could influence the
decision of Goldman Sachs to cause a Fund to purchase such security. The Investment Adviser will
ensure that any such cross transaction or agency cross transactions are effected on commercially reasonable market terms and in accordance with the Investment Advisers fiduciary duties to such entities.
Potential Conflicts That May Arise When Goldman Sachs Acts in a Capacity Other Than as Investment Adviser to the Funds
To
the extent permitted by applicable law, Goldman Sachs may act as
broker, dealer, agent, lender, borrower or advisor or in other commercial
capacities for the Funds. It is anticipated that the commissions, mark-ups, mark-downs, financial
advisory fees, underwriting and placement fees, sales fees, financing and commitment fees,
brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by Goldman
Sachs will be in its view commercially reasonable, although Goldman Sachs, including its sales
personnel, will have an interest in obtaining fees and other amounts that are favorable to Goldman
Sachs and such sales personnel. The Funds may, to the extent permitted by applicable law, borrow
funds from Goldman Sachs at rates and on other terms arranged with Goldman Sachs.
Goldman Sachs may be entitled to compensation when it acts in capacities other than as the
Investment Adviser, and the Funds will not be entitled to any such compensation. For example,
Goldman Sachs (and its personnel and other distributors) will be entitled to retain fees and other
amounts that it receives in connection with its service to the Funds as broker, dealer, 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.
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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, or required with respect to involving
client directed accounts.
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. Without limitation, 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 proprietary 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. To the extent permitted
by applicable law, 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
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connection with products and services that may be provided to the Funds and to such other Client/GS
Accounts. To the extent that the Investment Adviser uses soft dollars, it will not have to pay for
those products and services itself. The Investment Adviser may receive research that is bundled
with the trade execution, clearing, and/or settlement services provided by a particular
broker-dealer. To the extent that the Investment Adviser receives research on this basis, many of
the same conflicts related to traditional soft dollars may exist. For example, the research
effectively will be paid by client commissions that also will be used to pay for the execution,
clearing, and settlement services provided by the broker-dealer and will not be paid by the
Investment Adviser.
The Investment Adviser may endeavor to execute trades through brokers who, pursuant to such
arrangements, provide research or other services in order to ensure the continued receipt of
research or other services the Investment Adviser believes are useful in its investment
decision-making process. The Investment Adviser may from time to time choose not to engage in the
above described arrangements to varying degrees.
The Investment Adviser has adopted policies and procedures designed to prevent conflicts of
interest from influencing proxy voting decisions that it makes on behalf of advisory clients,
including the Funds, and to help ensure that such decisions are made in accordance with the
Investment Advisers fiduciary obligations to its clients. Nevertheless, notwithstanding such
proxy voting policies and procedures, actual proxy voting decisions of the Investment Adviser may
have the effect of favoring the interests of other clients or businesses of other divisions or
units of Goldman Sachs and/or its affiliates provided that the Investment Adviser believes such
voting decisions to be in accordance with its fiduciary obligations. For a more detailed
discussion of these policies and procedures, see the section of this 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 or other
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. In addition, there may be certain investment opportunities, investment strategies or actions that Goldman Sachs will not undertake on behalf of the Funds in view of Goldman Sachs client or firm activities. For example, Goldman Sachs may determine that a Fund may be precluded from exercising certain rights that it may have as a creditor to a particular borrower. Certain activities and actions may be considered to result in reputational risk or disadvantage for the management of the Funds as well as for Goldman Sachs. A Fund may also be prohibited from participating in an auction or from otherwise investing in or purchasing certain assets, or from providing financing to a purchaser or potential purchaser if Goldman Sachs is representing the seller.
Similar situations could
arise if Goldman Sachs personnel serve as directors of companies the securities of which the Funds
wish to purchase or sell or is representing or providing financing to
another potential purchaser. 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.
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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. In addition, certain investments may be
considered to result in reputational risk or disadvantage. As a result, the Investment Adviser on behalf of clients (including the
Funds) may limit purchases, sell existing investments, or otherwise restrict or limit the exercise
of rights (including voting rights) when the Investment Adviser, in its sole discretion, deems it
appropriate.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Investment Adviser is responsible with respect to the Portfolios (and the particular
investment adviser is responsible with respect to the Underlying Funds) for decisions to buy and
sell securities, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. Purchases and sales of securities on a securities
exchange are effected through brokers who charge a negotiated commission for their services.
Increasingly, securities traded over-the-counter also involve the payment of negotiated brokerage
commissions. Orders may be directed to any broker including, to the extent and in the manner
permitted by applicable law, Goldman Sachs.
In the over-the-counter market, 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.
The portfolio transactions for the Underlying Fixed Income Funds are generally effected at a
net price without a brokers commission (
i.e.
, a dealer is dealing with an Underlying Fund as
principal and receives compensation equal to the spread between the dealers cost for a given
security and the resale price of such security). In certain foreign countries, debt securities are
traded on exchanges at fixed commission rates.
In placing orders for portfolio securities of an Underlying Fund, the Underlying Funds
investment advisers are generally required to give primary consideration to obtaining the most
favorable execution and net price available. This means that an investment adviser will seek to
execute each transaction at a price and commission, if any, which provides the most favorable total
cost or proceeds reasonably attainable in the circumstances. As permitted by Section 28(e) of the
Securities Exchange Act of 1934 (Section 28(e)), the Underlying
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Fund may pay a broker that provides brokerage and research services to the Underlying 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 by the
Trustees that such commission is reasonable in light of the services provided and to such policies
as the Trustees may adopt from time to time. While the Underlying Funds investment advisers
generally seek reasonably competitive spreads or commissions, an Underlying Fund will not
necessarily be paying the lowest spread or commission available. Within the framework of this
policy, the investment advisers will consider research and investment services provided by brokers
or dealers who effect or are parties to portfolio transactions of an Underlying Fund, the
investment advisers and their affiliates, or their other clients. Such research and investment
services are those which brokerage houses customarily provide to institutional investors and
include research reports on particular industries and companies; economic surveys and analyses;
recommendations as to specific securities; research products including quotation equipment and
computer related programs; research and advice concerning the value of securities, the advisability
of investing in, purchasing or selling securities, and the availability of securities or the
purchasers or sellers of securities; analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and performance of accounts; services
relating to effecting securities transactions and functions incidental thereto (such as clearance
and settlement); and other lawful and appropriate assistance to the investment advisers in the
performance of their decision-making responsibilities.
Such services are used by the Investment Adviser (and the particular investment adviser
responsible with respect to the Underlying Funds) in connection with all of its investment
activities, and some of such services obtained in connection with the execution of transactions for
a Portfolio 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 an Underlying 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.
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On occasions when an Underlying Funds investment adviser deems the purchase or sale of a
security to be in the best interest of an Underlying Fund as well as its other customers (including
any other fund or other investment company or advisory account for which such investment adviser
acts as investment adviser or sub-investment adviser), the investment adviser, to the extent
permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased
for the Underlying Fund with those to be sold or purchased for such other customers in order to
obtain the best net price and most favorable execution under the circumstances. In such event,
allocation of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the investment adviser in the manner it considers to be equitable and
consistent with its fiduciary obligations to such Underlying Fund and such other customers. In
some instances, this procedure may adversely affect the price and size of the position obtainable
for an Underlying Fund.
Certain Underlying Funds participate in a commission recapture program. Under the program,
participating broker-dealers rebate a percentage of commissions earned on Underlying Fund portfolio
transactions to the particular Underlying Fund from which the commissions were generated. The
rebated commissions are treated as realized capital gains of the Underlying Funds.
Subject to the above considerations, the Underlying Funds investment advisers may use Goldman
Sachs or an affiliate as a broker for an Underlying Fund. In order for Goldman Sachs or an
affiliate, as agent, to effect any portfolio transactions for an Underlying Fund, the commissions,
fees or other remuneration received by Goldman Sachs or an affiliate must be reasonable and fair
compared to the commissions, fees or the 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.
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. For the fiscal years ended December 31, 2007, December 31, 2006 and December 31,
2005, the Portfolios paid no brokerage commissions. During the fiscal year ended December 31, 2007,
the Portfolios had no regular brokers, as defined in Rule 10b-1 under the Act.
NET ASSET VALUE
In accordance with procedures adopted by the Trustees, the net asset value per share of each
class of each Portfolio is calculated by determining the value of the net assets attributed to each
class of that Portfolio and dividing by the number of outstanding shares of that class. All
securities are valued on each Business Day as of the close of regular trading on the New York Stock
Exchange (normally, but not always, 4:00 p.m. New York time) or such other times as the New York
Stock Exchange or the National Association of Securities Dealers Automated Quotations System
(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
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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 the Portfolios 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 Portfolio may compute its net asset value as of any time permitted
pursuant to any exemption, order or statement of the SEC or its staff.
In determining the net asset value of a Portfolio, the net asset value of the Underlying
Funds shares held by the Portfolio will be their net asset value at the time of computation.
Financial Square Prime Obligations Fund values all of its portfolio securities using the amortized
cost valuation method pursuant to Rule 2a-7 under the Act. Portfolio securities of the other
Underlying Funds for which accurate market quotations are available are valued as follows:
(i) securities listed on any U.S. or foreign stock exchange or on NASDAQ will be valued at the last
sale price, or the official closing price, on the exchange or system in which they are principally
traded on the valuation date. If there is no sale on the valuation day, securities traded will be
valued at the closing bid price, or if a closing bid price is not available, at either the exchange
or system-defined close price on the exchange or system in which such securities are principally
traded. If the relevant exchange or system has not closed by the above-mentioned time for
determining the Underlying Funds net asset value, the securities will be valued at the last sale
price or official closing price, or if not available at the bid price at the time the net asset
value is determined; (ii) over-the-counter securities not quoted on NASDAQ will be valued at the
last sale price on the valuation day or, if no sale occurs, at the last bid price at the time net
asset value is determined; (iii) equity securities for which no prices are obtained under sections
(i) or (ii) 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 particular investment adviser at
amortized cost, which the Trustees have determined to approximate fair value; and (vii) all other
instruments, including those for which a pricing service supplies no exchange quotation or a
quotation that is believed by the portfolio manager/trader to be inaccurate, will be valued in
accordance with the valuation procedures approved by the Board of Trustees. Structured Notes are
valued based on the daily settlement prices of futures contracts. The Portfolios will use the
settlement prices for NAV Calculation purposes. Daily valuations for the notes will be supplied by
brokers.
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The value of all assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at current exchange rates of such currencies against U.S. dollars last quoted by
any major bank or pricing service. If such quotations are not available, the rate of exchange will
be determined in good faith by or under procedures established by the Board of Trustees.
Generally, trading in securities on European, Asian and Far Eastern securities exchanges and
on over-the-counter markets in these regions is substantially completed at various times prior to
the close of business on each Business Day in New York (
i.e.
, a day on which the New York Stock
Exchange is open for trading). In addition, European, Asian or Far Eastern securities trading
generally or in a particular country or countries may not take place on all Business Days in New
York. Furthermore, trading takes place in various foreign markets on days which are not Business
Days in New York and days on which the Underlying Funds net asset values are not calculated. Such
calculation does not take place contemporaneously with the determination of the prices of the
majority of the portfolio securities used in such calculation. The Underlying Funds investments are valued
based on market quotations which may be furnished by a pricing service or provided by securities
dealers or, in the case of foreign equity securities, prices provided by an independent fair value
service. For Underlying Funds that invest a significant portion of assets in foreign equity
securities, fair value prices are provided by an independent fair value service (if available),
in accordance with fair value procedures approved by the Trustees. Fair value prices are used
because many foreign markets operate at times that do not coincide with those of the major U.S.
markets. Events that could affect the values of foreign portfolio holdings may occur between the
close of the foreign market and the time of determining the NAV, and would not otherwise be
reflected in the NAV. If the independent fair value service does not provide a fair value for a
particular security or if the value does not meet the established criteria for the Underlying
Funds, the most recent closing price for such a security on its principal exchange will generally
be its fair value on such date.
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 an Underlying Funds NAV. Significant events that could affect a
large number of securities in a particular market may include, but are not limited to: situations
relating to one or more single issuers in a market sector; significant fluctuations in 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 Portfolio and each other series of the Trust from the issue or
sale of its shares, and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated to such Portfolio
or particular series and constitute the underlying assets of that Portfolio or particular series.
The underlying assets of each Portfolio or particular series will be segregated on the books of
account, and will be charged with the liabilities in respect of such Portfolio and with a share of
the general liabilities of the Trust. Expenses of the Trust with respect to the Portfolios and the
other series of the Trust
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are generally allocated in proportion to the net asset values of the respective Portfolios or
series except where allocations of expenses can otherwise be fairly made.
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 Portfolio
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 Portfolio, or
correction of any erroneous NAV, compensation to a Portfolio 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 Portfolio or its shareholders will be paid,
and not all mistakes will result in compensable errors. As a result, neither a Portfolio 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 Portfolios 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 Portfolio is a series of Goldman Sachs Trust, a Delaware statutory trust established by
an Agreement and Declaration of Trust dated January 28, 1997.
The fiscal year end for each of the Portfolios is December 31. 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 Balanced Strategy
Portfolio, Growth and Income Strategy Portfolio, Growth Strategy
Portfolio, and Equity Growth Strategy Portfolio 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 the Satellite Strategies
Portfolio into six classes: Class A Shares, Class C Shares, Service
Shares, Institutional Shares, Class R Shares and Class IR Shares; and
(iii) have classified the shares of the Income Strategies Portfolio into
five classes: Class A Shares, Class C Shares, Institutional Shares,
Class R Shares and Class IR 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 Portfolio represents a proportionate interest in the assets belonging
to the applicable class of the Portfolio. All expenses of a Portfolio are borne at the same rate
by each class of shares, except that fees under Service and Shareholder Administration Plans are
borne exclusively by Service Shares, fees under the respective Distribution and Service Plans are
borne exclusively by Class A Shares, Class B Shares, Class C Shares, or Class R Shares,
respectively, and transfer agency fees and expenses may be borne at different rates by different
share classes. The Trustees may determine in the future that it is appropriate to allocate other
expenses differently among classes of shares and may do so to the extent consistent with the rules
of the SEC and positions of the Internal Revenue Service. Each class of shares may have different
minimum investment requirements and be entitled to different shareholder services. With limited
exceptions, shares of a class may only be exchanged for shares of the same or an equivalent class
of another series. See Shareholder Guide in the Prospectuses and Other
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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 Portfolios Prospectuses.
Institutional Shares may be purchased at net asset value without a sales charge for accounts
in the name of an investor or institution that is not compensated by a Portfolio under a Plan for
services provided to the institutions customers.
Service Shares may be purchased at net asset value without a sales charge for accounts held in
the name of an institution that, directly or indirectly, provides certain shareholder
administration services and shareholder liaison services to its customers, including maintenance of
account records and processing orders to purchase, redeem and exchange Service Shares. Service
Shares bear the cost of service fees and shareholder administration fees at the annual rate of up
to 0.25% and 0.25%, respectively, of the average daily net assets of the Portfolio attributable to
Service Shares.
Class A Shares are sold, with an initial sales charge of up to 5.5%, through brokers and
dealers who are members of the Financial Industry Regulatory Authority (FINRA) and certain other
financial service firms that have sales agreements with Goldman Sachs. Class A Shares bear the
cost of distribution and service (Rule 12b-1) fees at the aggregate rate of up to 0.25% of the
average daily net assets of Class A Shares of the Portfolio. 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 of the Portfolios (other than the Satellite Strategies
Portfolio and the Income Strategies Portfolio which do not offer
Class B Shares) are sold subject to a CDSC of up to 5.0% through brokers and
dealers who are members of the NASD 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 maximum 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 a service fee at an annual rate of up to 0.25% of the
average daily net assets attributed to Class B Shares.
Class C Shares of the Portfolios 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 maximum 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 Portfolios. Class R Shares are not available to traditional and Roth Individual
Retirement Accounts (IRAs),
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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 0.50% 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 or Class IR Shares) to its
customers and thus receive different compensation with respect to different classes of shares of
each Portfolio. Dividends paid by each Portfolio, if any, with respect to each class of shares
will be calculated in the same manner, at the same time on the same day and will be the same
amount, except for differences caused by the fact that the respective transfer agency and Plan fees
relating to a particular class will be borne exclusively by that class. Similarly, the net asset
value per share may differ depending upon the class of shares purchased.
Certain aspects of the shares may be altered after advance notice to shareholders if it is
deemed necessary in order to satisfy certain tax regulatory requirements.
When issued for the consideration described in the Portfolios Prospectus, shares are fully
paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a
particular series or class, to pay certain custodian, transfer 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 Portfolio available for distribution to such
shareholders. All shares are freely transferable and have no preemptive, subscription or
conversion rights. The Trustees may require Shareholders to redeem shares for any reason under
terms set by the Trustees.
In the interest of economy and convenience, the Trust does not issue certificates representing
the Portfolios shares. Instead, the transfer agent maintains a record of each shareholders
ownership. Each shareholder receives confirmation of purchase and redemption orders from the
transfer agent. Portfolio shares and any dividends and distributions paid by the Portfolios are
reflected in account statements from the transfer agent.
The Act requires that where more than one series of shares exists, each series must be
preferred over all other series in respect 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.
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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.
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.
B-139
The Declaration of Trust permits the Trustees to amend the Declaration of Trust without a
shareholder vote. However, shareholders of the Trust have the right to vote on any amendment (i)
that would adversely affect the voting rights of shareholders; (ii) that is required by law to be
approved by shareholders; (iii) that would amend the provisions of the Declaration of Trust
regarding amendments and supplements thereto; or (iv) that the Trustees determine to submit to
shareholders.
The Trustees may appoint separate Trustees with respect to one or more series or classes of
the Trusts shares (the Series Trustees). Series Trustees may, but are not required to, serve as
Trustees of the Trust or any other series or class of the Trust. To the extent provided by the
Trustees in the appointment of Series Trustees, the Series Trustees may have, to the exclusion of
any other Trustees of the Trust, all the powers and authorities of Trustees under the Declaration
of Trust with respect to such Series or Class, but may have no power or authority with respect to
any other series or class.
Shareholder and Trustee Liability
Under Delaware law, the shareholders of the Portfolios are not generally subject to liability
for the debts or obligations of the Trust. Similarly, Delaware law provides that a series of the
Trust will not be liable for the debts or obligations of any other series of the Trust. However, no
similar statutory or other authority limiting statutory trust shareholder liability exists in other
states. As a result, to the extent that a Delaware statutory trust or a shareholder is subject to
the jurisdiction of courts of such other states, the courts may not apply Delaware law and may
thereby subject the Delaware statutory trust shareholders to liability. To guard against this
risk, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or
obligations of a series. Notice of such disclaimer will normally be given in each agreement,
obligation or instrument entered into or executed by a series of the Trust. The Declaration of
Trust provides for indemnification by the relevant series for all loss suffered by a shareholder as
a result of an obligation of the series. The Declaration of Trust also provides that a series
shall, upon request, assume the defense of any claim made against any shareholder for any act or
obligation of the series and satisfy any judgment thereon. In view of the above, the risk of
personal liability of shareholders of a Delaware statutory trust is remote.
In addition to the requirements under Delaware law, the Declaration of Trust provides that
shareholders of a series may bring a derivative action on behalf of the series only if the
following conditions are met: (i) shareholders eligible to bring such derivative action under
Delaware law who hold at least 10% of the outstanding shares of the series, or 10% of the
outstanding shares of the class to which such action relates, shall join in the request for the
Trustees to commence such action; and (ii) the Trustees must be afforded a reasonable amount of
time to consider such shareholder request and to investigate the basis of such claim. The Trustees
will be entitled to retain counsel or other advisers in considering the merits of the request and
may require an undertaking by the shareholders making such request to reimburse the series for the
expense of any such advisers in the event that the Trustees determine not to bring such action.
B-140
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 entities owned of record or beneficially more than 5% of
the outstanding shares of each Portfolio:
Balanced Strategy Portfolio: Class A Shares, Edward Jones & Co., Attn: Mutual Fund Shareholder
Accounting, 201 Progress Parkway, Maryland Hts., MO 63043-3009 (48.59%); Class B Shares, Merrill
Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service Team, Goldman
Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (7.74%);
Class B Shares, First Clearing, LLC, Special Custody Account for the Exclusive Benefit of
Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (14.64%); Class B Shares, Edward
Jones & Co., Attn: Mutual Fund Shareholder Accounting, 201 Progress Parkway, Maryland Hts., MO
63043-3009 (21.07%); Class C Shares, Edward Jones & Co., Attn: Mutual Fund Shareholder Accounting,
201 Progress Parkway, Maryland Hts., MO 63043-3009 (5.09%); Class C, Morgan Stanley & Co.,
Harborside Financial Center, Plaza II, 3
rd
Floor, Jersey City, NJ 07311 (5.24%); Class C
Shares, First Clearing, LLC, Special Custody Account for the Exclusive Benefit of Customers, 10750
Wheat First Drive, Glen Allen, VA 23060-9245 (10.04%); Class C Shares, Citigroup Global Markets,
Inc., 333 West 34th Street, 3rd Floor, New York, NY 10001-2402 (10.17%); Class C Shares, Merrill
Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service Team, Goldman
Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (33.14%);
Institutional Shares, Goldman, Sachs & Co., FBO Goldman Sachs Private Wealth Management, c/o Mutual
Fund Ops, 85 Broad Street, New York, NY 10004-2434 (6.28%); Institutional Shares, Goldman, Sachs &
Co., FBO Goldman Sachs Private Wealth Management, c/o Mutual Fund Ops, 85 Broad Street, New York,
NY 10004-2434 (7.75%); Institutional Shares, National Financial Services, LLC, FEBO Goldman Sachs
Philanthropy Fund, 25 British American Blvd., Latham, NY 12110-1405 (66.27%); Service Shares,
Hunter Street Baptist Church Inc., Mission Fund, 2600 John Hawkins Pkwy., Hoover, AL 35244-4009
(9.04%); Service Shares, Trustcorp America, 5301 Wisconsin Ave. NW, Suite 450, Washington, DC
20015-2015 (9.81%); Service Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of
its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (77.68%); Class R Shares, The Goldman Sachs Group, L.P., Seed
Account, Attn: IMD Controllers, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%); Class IR
Shares, The Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road,
Princeton, NJ 08540 (100.00%).
Growth & Income Strategy Portfolio: Class A Shares, Edward Jones & Co., Attn: Mutual Fund
Shareholder Accounting, 201 Progress Parkway, Maryland Hts., MO 63043-3009 (53.23%); Class B
Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service
Team, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL
32246-6484 (9.41%); Class B Shares, First Clearing, LLC, Special Custody Account for the Exclusive
Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (13.54%); Class B Shares,
Edward Jones & Co., Attn: Mutual Fund Shareholder Accounting, 201 Progress Parkway,
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Maryland Hts., MO 63043-3009 (34.47%); Class C, Morgan Stanley & Co., Harborside Financial Center,
Plaza II, 3
rd
Floor, Jersey City, NJ 07311 (5.61%); Class C Shares, Citigroup Global
Markets, Inc., 333 West 34th Street, 3rd Floor, New York, NY 10001-2402 (10.48%); Class C Shares,
First Clearing, LLC, Special Custody Account for the Exclusive Benefit of Customers, 10750 Wheat
First Drive, Glen Allen, VA 23060-9245 (12.35%); Class C Shares, Merrill Lynch Pierce Fenner &
Smith, for the Sole Benefit of its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer
Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (31.27%); Institutional Shares,
Goldman, Sachs & Co., FBO Goldman Sachs Private Wealth Management, c/o Mutual Fund Ops, 85 Broad
Street, New York, NY 10004-2434 (5.53%); Institutional Shares, The Goldman Sachs Charitable Fund,
c/o Mati Tsadok, 85 Broad Street, New York, NY 10004-2434 (6.74%); Institutional Shares, National
Financial Services, LLC, FEBO Goldman Sachs Philanthropy Fund, 25 British American Blvd., Latham,
NY 12110-1405 (39.89%); Service Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit
of its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East,
3
rd
Floor, Jacksonville, FL 32246-6484 (14.72%); Service Shares, Trustcorp America,
5301 Wisconsin Ave. NW, Suite 450, Washington, DC 20015-2015 (19.64%); Service Shares, Wachovia
Bank, N.A., FBO Various Retirement Accounts, 1525 West Wt. Harris Blvd., Charlotte NC, 28288-0001
(38.89%).
Growth Strategy Portfolio: Class A Shares, Edward Jones & Co., Attn: Mutual Fund Shareholder
Accounting, 201 Progress Parkway, Maryland Hts., MO 63043-3009 (33.94%); Class B Shares, Citigroup
Global Markets, Inc., 333 West 34th Street, 3rd Floor, New York, NY 10001-2402 (5.34%); Class B
Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service
Team, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL
32246-6484 (8.27%); Class B Shares, First Clearing, LLC, Special Custody Account for the Exclusive
Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (17.15%); Class B Shares,
Edward Jones & Co., Attn: Mutual Fund Shareholder Accounting, 201 Progress Parkway, Maryland Hts.,
MO 63043-3009 (17.85%); Class C, Morgan Stanley & Co., Harborside Financial Center, Plaza II,
3
rd
Floor, Jersey City, NJ 07311 (7.36%); Class C Shares, First Clearing, LLC, Special
Custody Account for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA
23060-9245 (12.85%); Class C Shares, Citigroup Global Markets, Inc., 333 West 34th Street, 3rd
Floor, New York, NY 10001-2402 (13.38%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, for
the Sole Benefit of its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive
East, 3
rd
Floor, Jacksonville, FL 32246-6484 (28.42%); Institutional Shares, Goldman,
Sachs & Co., FBO Goldman Sachs Private Wealth Management, c/o Mutual Fund Ops, 85 Broad Street, New
York, NY 10004-2434 (6.49%); Institutional Shares, MAC & Co., Mutual Fund Operations, P.O. Box
3198, 525 William Penn Place, Pittsburg, PA 15230-3198 (10.89%); Institutional Shares, National
Financial Services, LLC, FEBO Goldman Sachs Philanthropy Fund, 25 British American Blvd., Latham,
NY 12110-1405 (41.80%); Service Shares, Trustcorp America, 5301 Wisconsin Ave. NW, Suite 450,
Washington, DC 20015-2015 (10.37%); Service Shares, GWFS Equities, Inc., Emjay Corporation,
Custodian FBO Plans of RPSA Customers, c/o Great West, 8515 E Orchard Rd, Greenwood Village Co
80111-5002 (20.49%); Service Shares, Wachovia Bank, N.A., FBO Various Retirement Accounts, 1525
West Wt. Harris Blvd., Charlotte NC, 28288-0001 (21.07%); Service Shares, Merrill Lynch Pierce
Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service Team, Goldman Sachs Funds,
4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (30.79%); Class R
Shares, The Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road,
Princeton, NJ 08540 (100.00%); Class IR Shares, The Goldman Sachs Group, L.P., Seed Account, Attn:
IMD Controllers, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%).
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Equity Growth Strategy Portfolio: Class A Shares, Merrill Lynch Pierce Fenner & Smith, for the
Sole Benefit of its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East,
3
rd
Floor, Jacksonville, FL 32246-6484 (8.93%); Class A Shares, Edward Jones & Co.,
Attn: Mutual Fund Shareholder Accounting, 201 Progress Parkway, Maryland Hts., MO 63043-3009
(29.25%); Class B Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of its
Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (9.01%); Class B Shares, First Clearing, LLC, Special Custody
Account for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245
(9.79%); Class B Shares, Citigroup Global Markets, Inc., 333 West 34th Street, 3rd Floor, New York,
NY 10001-2402 (12.41%); Class B Shares, Edward Jones & Co., Attn: Mutual Fund Shareholder
Accounting, 201 Progress Parkway, Maryland Hts., MO 63043-3009 (18.20%); Class C Shares, A.G.
Edwards & Sons, Omnibus Account, 1 N Jefferson Avenue, St. Louis, MO 63103-2205 (5.31%); Class C,
Morgan Stanley & Co., Harborside Financial Center, Plaza II, 3
rd
Floor, Jersey City, NJ
07311 (5.51%); Class C Shares, First Clearing, LLC, Special Custody Account for the Exclusive
Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245 (9.29%); Class C Shares,
Citigroup Global Markets, Inc., 333 West 34th Street, 3rd Floor, New York, NY 10001-2402 (19.37%);
Class C Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn:
Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville,
FL 32246-6484 (29.07%); Institutional Shares, The National Philanthropic Trust, 165 Township Line
Rd. Suite 150, Jenkintown, PA 19046-3594 (5.64%); Institutional Shares, Wells Fargo Bank, N.A., FBO
Retirement Plan Services, P.O. Box 1533, Minneapolis, MN 55480-1533 (21.83%); Service Shares,
Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service Team,
Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484
(64.65%); Class R Shares, The Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701
Mount Lucas Road, Princeton, NJ 08540 (100.00%); Class IR Shares, The Goldman Sachs Group, L.P.,
Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%).
Income Strategies Portfolio: Class A Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole
Benefit of its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East,
3
rd
Floor, Jacksonville, FL 32246-6484 (6.17%); Class A Shares, LPL Financial Services,
9785 Towne Center Dr., San Diego, CA 92121-1968 (8.08%); Class A Shares, First Clearing, LLC,
Special Custody Account for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen
Allen, VA 23060-9245 (16.42%); Class A Shares, LPL Financial Services, 9785 Towne Center Dr., San
Diego, CA 92121-1968 (30.82%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole
Benefit of its Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East,
3
rd
Floor, Jacksonville, FL 32246-6484 (5.32%); Class C Shares, First Clearing, LLC,
Special Custody Account for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen
Allen, VA 23060-9245 (50.49%); Institutional Shares, SEI Private Trust Co., c/o First National Bank
& Trust Ashebeboro, One Freedom Valley Drive, Oaks, PA 19456 (14.96%); Institutional Shares, The
Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road, Princeton, NJ
08540 (83.97%); Class R Shares, The Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers,
701 Mount Lucas Road, Princeton, NJ 08540 (100.00%); Class IR Shares, The Goldman Sachs Group,
L.P., Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road, Princeton, NJ 08540 (100.00%).
B-143
Satellite Strategies Portfolio: Class A, Morgan Stanley & Co., Harborside Financial Center,
Plaza II, 3
rd
Floor, Jersey City, NJ 07311 (5.97%); Class A Shares, First Clearing, LLC,
Special Custody Account for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen
Allen, VA 23060-9245 (7.89%); Class A Shares, Edward Jones & Co., Attn: Mutual Fund Shareholder
Accounting, 201 Progress Parkway, Maryland Hts., MO 63043-3009 (11.93%); Class A Shares, Merrill
Lynch Pierce Fenner & Smith, for the Sole Benefit of its Customers, Attn: Service Team, Goldman
Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484
(23.38%); Class C, Morgan Stanley & Co., Harborside Financial Center, Plaza II, 3
rd
Floor, Jersey City, NJ 07311 (8.62%); Class C Shares, First Clearing, LLC, Special Custody Account
for the Exclusive Benefit of Customers, 10750 Wheat First Drive, Glen Allen, VA 23060-9245
(30.42%); Class C Shares, Merrill Lynch Pierce Fenner & Smith, for the Sole Benefit of its
Customers, Attn: Service Team, Goldman Sachs Funds, 4800 Deer Lake Drive East, 3
rd
Floor, Jacksonville, FL 32246-6484 (34.79%); Institutional Shares, Mitra & Co. FBO NJ, c/o
Marshall & Ilsley Trust Co. N.A., 11270 W. Park Pl. Suite 400, Milwaukee, WI 53224-3638 (7.65%);
Institutional Shares, SEI Private Trust Co., c/o First National Bank & Trust Ashebeboro, One
Freedom Valley Drive, Oaks, PA 19456 (14.96%); Institutional Shares, Midtrusco, Attn: Trust Ops,
5901 College Blvd. Suite 100, Overland Parks, KS 66211-1834 (10.94%); Institutional Shares, Charles
Schwab & Co. Inc., Special Custody Account FBO Customers, Attn: Mutual Funds, 101 Montgomery St.,
San Francisco, CA 94104-4151 (21.70%); Class R Shares, TD Ameritrade Inc. FEBO Customers, P.O. Box
2226, Omaha, NE 68103-2226 (9.27%); Class R Shares, The Goldman Sachs Group, L.P., Seed Account,
Attn: IMD Controllers, 701 Mount Lucas Road, Princeton, NJ 08540 (90.73%); Class IR Shares, The
Goldman Sachs Group, L.P., Seed Account, Attn: IMD Controllers, 701 Mount Lucas Road, Princeton, NJ
08540 (100.00%).
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 Portfolios shares.
TAXATION
The following is only a summary of certain additional U.S. federal income tax considerations
generally affecting each Portfolio, the Underlying Funds and the purchase, ownership and
disposition of shares that are not described in the Prospectuses. The discussions below and in the
Prospectuses are not intended as substitutes for careful tax planning. This summary does not
address special tax rules applicable to certain classes of investors, such as tax-exempt entities,
insurance companies and financial institutions. Each prospective shareholder is urged to consult
his or her own tax adviser with respect to the specific federal, state, local and foreign tax
consequences of investing in each Portfolio. The summary is based on the laws in effect on the
date of this SAI, which are subject to change.
Fund Taxation
Each Portfolio and each Underlying Fund is a separate taxable entity. Each of the Portfolios
and the Underlying Funds has elected to be treated and intends to qualify for each taxable year as
a regulated investment company under Subchapter M of Subtitle A, Chapter 1 of the Code.
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There are certain tax requirements that each Portfolio and Underlying Fund must follow if it
is to avoid federal taxation. In their efforts to adhere to these requirements, the Funds may have
to limit their investment activities in some types of instruments. Qualification as a regulated
investment company under the Code requires, among other things, that each Portfolio and Underlying
Fund (i) derive at least 90% of its gross income for each taxable year from dividends, interest,
payments with respect to securities loans, gains from the sale or other disposition of stocks or
securities or foreign currencies, net income from 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) diversify its holdings so that in general, at the close of each
quarter of its taxable year, (a) at least 50% of the fair market value of the Funds total (gross)
assets is comprised of cash, cash items, U.S. Government securities, securities of other regulated
investment companies and other securities limited in respect of any one issuer to an amount not
greater in value than 5% of the value of such Funds total assets and to not more than 10% of the
outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total
(gross) assets is invested in the securities of any one issuer (other than U.S. Government
securities and securities of other regulated investment companies), two or more issuers controlled
by the Fund and engaged in the same, similar or related trades or businesses, or certain publicly
traded partnerships.
For purposes of the 90% gross income test, income that a Portfolio or a Fund earns from equity
interests in certain entities that are not treated as corporations 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 Portfolio or Fund as in the hands of such an entity; consequently,
a Portfolio or Fund may be required to limit its equity investments in any such entities that earn
fee income, rental income, or other nonqualifying income. In addition, future Treasury regulations
could provide that qualifying income under the 90% gross income test will not include gains from
foreign currency transactions that are not directly related to a Portfolio or Funds principal
business of investing in stock or securities or options and futures with respect to stock or
securities. Using foreign currency positions or entering into foreign currency options, futures
and forward or swap contracts for purposes other than hedging currency risk with respect to
securities held or anticipated to be acquired by a Portfolio or Fund may not qualify as
directly-related under these tests.
If a Portfolio or Fund complies with the foregoing provisions, then in any taxable year in
which such Portfolio or Fund distributes, in compliance with the Codes timing and other
requirements, an amount at least 90% equal to the sum 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,
such Portfolio or Fund (but not its shareholders) will be relieved of U.S. federal income tax on
any income of the Portfolio or Fund, including long-term capital gains, distributed to
shareholders. If, instead, a Portfolio or Fund retains any investment company taxable income or
net capital gain (the excess of net long-term capital gain over net short-term capital loss), it
will be subject to a tax at regular corporate rates on the amount retained. Because there are some
uncertainties regarding the computation of the amounts deemed distributed to shareholders for these
purposes including, in particular, uncertainties
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regarding the portion, if any, of amounts paid in redemption of shares that should be treated as
such distributions there can be no assurance that each Portfolio and Underlying Fund will avoid
corporate-level tax in each year.
If a Portfolio or Fund retains any net capital gain, the Portfolio may designate the retained
amount as undistributed capital gains in a notice to its shareholders who, if subject to U.S.
federal income tax on long-term capital gains, (i) will be required to include in income for
federal income tax purposes, as long-term capital gain, their shares of such undistributed amount,
and (ii) will be entitled to credit their proportionate shares of the tax paid by the Portfolio or
Fund against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent
the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares
owned by a shareholder of the Portfolio or Fund will be increased by the amount of any such
undistributed net capital gain included in the shareholders gross income and decreased by the
federal income tax paid by the Portfolio or Fund (as applicable) on that amount of net capital
gain.
Each Portfolio and each Underlying Fund intends to distribute for each taxable year to its
shareholders all or substantially all of its investment company taxable income, net capital gain
and any net tax-exempt interest. Exchange control or other foreign laws, regulations or practices
may restrict repatriation of investment income, capital or the proceeds of securities sales by
foreign investors such as the Real Estate Securities, Local Emerging Markets Debt, International
Real Estate Securities, High Yield, Core Fixed Income, Structured International Equity, Emerging
Markets Equity, Structured Emerging Markets Equity, Structured International Small Cap, Global
Income or Emerging Markets Debt Funds and may therefore make it more difficult for such an
Underlying Fund to satisfy the distribution requirements described above, as well as the excise tax
distribution requirements described below. However, each Portfolio and each Underlying Fund
generally expects to be able to obtain sufficient cash to satisfy such requirements from new
investors, the sale of securities or other sources. If for any taxable year a Portfolio or Fund
does not qualify as a regulated investment company, it will be taxed on all of its investment
company taxable income and net capital gain at corporate rates without any deduction for dividends
paid, and its distributions to shareholders will be taxable as ordinary dividends to the extent of
its current and accumulated earnings and profits.
In order to avoid a 4% federal excise tax, each Portfolio and each Underlying Fund must
distribute (or be deemed to have distributed) by December 31 of each calendar year at least 98% of
its taxable ordinary income for such year, at least 98% of the excess of its capital gains over its
capital losses (generally computed on the basis of the one-year period ending on October 31 of such
year), and all taxable ordinary income and the excess of capital gains over capital losses for all
previous years that were not distributed for those years and on which the Portfolio or Fund paid no
federal income tax. For federal income tax purposes, dividends declared by a Portfolio or Fund in
October, November or December to shareholders of record on a specified date in such a month and
paid during January of the following year are taxable to such shareholders, and deductible by the
Portfolio, as if paid on December 31 of the year declared. Each Portfolio and Underlying Fund
anticipates that it will generally make timely distributions of income and capital gains in
compliance with these requirements so that it will generally not be required to pay the excise tax.
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For federal income tax purposes, each Portfolio or Fund is permitted to carry forward a net
capital loss in any year to offset its own capital gains, if any, during the eight years following
the year of the loss. As of December 31, 2007, the Growth Strategy Portfolio had capital loss
carryforwards of $446,092 and $406,267 for U.S. federal tax purposes which expire in 2008 and 2009,
respectively.
Gains and losses on the sale, lapse, or other termination of options and futures contracts,
options thereon and certain forward contracts (except certain foreign currency options, forward
contracts and futures contracts) will generally be treated as capital gains and losses. Certain of
the futures contracts, forward contracts and options held by an Underlying Fund will be required to
be marked-to-market for federal income tax purposes, that is, treated as having been sold at
their fair market value on the last day of the Funds taxable year (or, for excise tax purposes, on
the last day of the relevant period). These provisions may require an Underlying Fund to recognize
income or gains without a concurrent receipt of cash. Any gain or loss recognized on actual or
deemed sales of these futures contracts, forward contracts, or options will (except for certain
foreign currency options, forward contracts, and futures contracts) be treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss. As a result of certain hedging
transactions entered into by an Underlying Fund, the Fund may be required to defer the recognition
of losses on futures contracts, forward contracts, and options or underlying securities or foreign
currencies to the extent of any unrecognized gains on related positions held by such Underlying
Fund and the characterization of gains or losses as long-term or short-term may be changed. The
tax provisions described in this paragraph may affect the amount, timing and character of an
Underlying Funds distributions to shareholders. Application of certain requirements for
qualification as a regulated investment company and/or these tax rules to certain investment
practices, such as dollar rolls, or certain derivatives such as interest rate swaps, floors, caps
and collars and currency, total return, mortgage or index swaps and options on swaps may be unclear
in some respects, and an Underlying Fund may therefore be required to limit its participation in
those kinds of transactions. Certain tax elections may be available to an Underlying Fund to
mitigate some of the unfavorable consequences described in this paragraph.
Section 988 of the Code contains special tax rules applicable to certain foreign currency
transactions and instruments that may affect the amount, timing and character of income, gain or
loss recognized by an Underlying Fund. Under these rules, foreign exchange gain or loss realized
with respect to foreign currencies and certain futures and options thereon, foreign
currency-denominated debt instruments, foreign currency forward contracts, and foreign
currency-denominated payables and receivables will generally be treated as ordinary income or loss,
although in some cases elections may be available that would alter this treatment. If a net foreign
exchange loss treated as ordinary loss under Section 988 of the Code were to exceed an Underlying
Funds investment company taxable income (computed without regard to such loss) for a taxable year,
the resulting loss would not be deductible by the Fund or its shareholders in future years. Net
loss, if any, from certain foreign currency transactions or instruments could exceed net investment
income otherwise calculated for accounting purposes with the result being either no dividends being
paid or a portion of an Underlying Funds dividends being treated as a return of capital for tax
purposes, nontaxable to the extent of a shareholders tax basis in his shares and, once such basis
is exhausted, generally giving rise to capital gains.
An Underlying Funds investment in zero coupon securities, deferred interest securities,
certain structured securities or other securities bearing original issue discount or, if an
Underlying Fund elects to include market discount in income currently, market discount, as well as
any marked-to-market gain from certain options, futures or forward contracts, as described above,
will in many cases cause it to realize income or
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gain before the receipt of cash payments with respect to these securities or contracts. In order
to obtain cash to enable it to distribute this income or gain, to maintain its qualification as a
regulated investment company and to avoid federal income or excise taxes, the Underlying Fund may
be required to liquidate portfolio investments sooner than it might otherwise have done.
Investments in lower-rated securities may present special tax issues for an Underlying Fund to
the extent actual or anticipated defaults may be more likely with respect to such securities. Tax
rules are not entirely clear about issues such as when an Underlying Fund may cease to accrue
interest, original issue discount, or market discount; when and to what extent deductions may be
taken for bad debts or worthless securities; how payments received on obligations in default should
be allocated between principal and income; and whether exchanges of debt obligations in a workout
context are taxable. These and other issues will generally need to be addressed by an Underlying
Fund, in the event it invests in such securities, so as to seek to eliminate or minimize any
adverse tax consequences.
If, as may occur for certain of the Underlying Funds, more than 50% of an Underlying Funds
total assets at the close of any taxable year consists of stock or securities of foreign
corporations, the Underlying Fund may file an election with the Internal Revenue Service (the
IRS) pursuant to which shareholders of the Underlying Fund would be required to (i) include in
ordinary gross income (in addition to taxable dividends actually received) their pro rata shares of
foreign income taxes paid by the Underlying Fund that are treated as income taxes under U.S. tax
regulations (which excludes, for example, stamp taxes, securities transaction taxes, and similar
taxes) even though not actually received by such shareholders, and (ii) treat such respective pro
rata portions as foreign income taxes paid by them.
If an Underlying Fund makes this election, its shareholders may then deduct such pro rata
portions of qualified foreign taxes in computing their taxable incomes, or, alternatively, use them
as foreign tax credits, subject to applicable limitations, against their U.S. federal income taxes.
Shareholders who do not itemize deductions for federal income tax purposes will not, however, be
able to deduct their pro rata portion of foreign taxes paid by an Underlying Fund, although such
shareholders will be required to include their shares of such taxes in gross income if the election
is made.
While a Portfolio will be able to deduct the foreign taxes that it will be treated as
receiving from an Underlying Fund if the election is made, the Portfolio will not itself be able to
elect to treat its foreign taxes as paid by its shareholders. Accordingly, the shareholders of the
Portfolio will not have an option of claiming a foreign tax credit for foreign taxes paid by the
Underlying Funds, while persons who invest directly in such Underlying Funds may have that option.
If an Underlying Fund acquires stock (including, under proposed regulations, an option to
acquire stock such as is inherent in a convertible bond) in certain foreign corporations that
receive at least 75% of their annual gross income from passive sources (such as interest,
dividends, rents, royalties or capital gain) or hold at least 50% of their assets in investments
producing such passive income (passive foreign investment companies), the Underlying Fund could
be subject to federal income tax and additional interest charges on excess distributions received
from such companies or gain from the sale of stock in such companies, even if all income or gain
actually received by the Underlying Fund is timely distributed to its shareholders. The Underlying
Fund would not be able to pass through to its
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shareholders any credit or deduction for such a tax. In some cases, elections may be available
that would ameliorate these adverse tax consequences, but such elections would require the
Underlying Fund to include each year certain amounts as income or gain (subject to the distribution
requirements described above) without a concurrent receipt of cash. Each Fund may attempt to limit
and/or to manage its holdings in passive foreign investment companies to minimize its tax liability
or maximize its return from these investments.
Taxable U.S. Shareholders Distributions
For U.S. federal income tax purposes, distributions by a Portfolio, whether reinvested in
additional shares or paid in cash, generally will be taxable to shareholders who are subject to
tax. Shareholders receiving a distribution in the form of newly issued shares will be treated for
U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of
cash they would have received had they elected to receive cash and will have a cost basis in each
share received equal to such amount divided by the number of shares received.
In general, distributions from investment company taxable income for the year will be taxable
as ordinary income. However, under current law (which is scheduled to expire after 2010)
distributions to noncorporate shareholders attributable to dividends received by the Funds from
U.S. and certain foreign corporations will generally be taxed at the long-term capital gain rate
(described below), as long as certain other requirements are met. For these lower rates to apply,
the noncorporate shareholders must have owned their Fund shares for at least 61 days during the
121-day period beginning 60 days before the Funds ex-dividend date and the Fund must also have
owned the underlying stock for this same period beginning 60 days before the ex-dividend date for
the stock. The amount of a Funds distributions that otherwise qualify for these lower rates may
be reduced as a result of a Funds securities lending activities or a high portfolio turnover rate.
Distributions designated as derived from a Portfolios dividend income, if any, that would be
eligible for the dividends received deduction if such Portfolio were not a regulated investment
company may be eligible for the dividends received deduction for corporate shareholders. The
dividends received deduction, if available, is reduced to the extent the shares with respect to
which the dividends are received are treated as debt-financed under federal income tax law and is
eliminated if the shares are deemed to have been held for less than a minimum period, generally 46
days. The dividends received deduction also may be reduced as a result of an Underlying Funds
securities lending activities or a high portfolio turnover rate. The entire dividend, including
the deducted amount, is considered in determining the excess, if any, of a corporate shareholders
adjusted current earnings over its alternative minimum taxable income, which may increase its
liability for the federal alternative minimum tax, and the dividend may, if it is treated as an
extraordinary dividend under the Code, reduce such shareholders tax basis in its shares of a
Portfolio. Capital gain dividends (
i.e.
, dividends from net capital gain), if designated as such
in a written notice to shareholders mailed not later than 60 days after a Portfolios taxable year
closes, will be taxed to shareholders as long-term capital gain regardless of how long shares have
been held by shareholders, but are not eligible for the dividends received deduction for
corporations. The maximum long-term capital gains rate currently applicable to individual
shareholders is 15% and it currently scheduled to increase after 2010. Distributions, if any, that
are in excess of a Portfolios current and accumulated earnings and profits will first reduce a
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shareholders tax basis in his shares and, after such basis is reduced to zero, will generally
constitute capital gains to a shareholder who holds his shares as capital assets.
Different tax treatment, including penalties on certain excess contributions and deferrals,
certain pre-retirement and post-retirement distributions and certain prohibited transactions, is
accorded to accounts maintained as qualified retirement plans. Shareholders should consult their
tax advisers for more information.
Taxable U.S. Shareholders Sale of Shares
When a shareholders shares are sold, redeemed or otherwise disposed of in a transaction that
is treated as a sale for tax purposes, the shareholder will generally recognize gain or loss equal
to the difference between the shareholders adjusted tax basis in the shares and the cash, or fair
market value of any property, received. (To aid in computing that tax basis, a shareholder should
generally retain its account statements for the period that it holds shares.) If the shareholder
holds the shares as a capital asset at the time of sale, the character of the gain or loss should
be capital, and treated as long-term if the shareholders holding period is more than one year and
short-term otherwise, subject to the rules below. Shareholders should consult their own tax
advisers with reference to their particular circumstances to determine whether a redemption
(including an exchange) or other disposition of Portfolio shares is properly treated as a sale for
tax purposes, as is assumed in this discussion.
Certain special tax rules may apply to a shareholders capital gains or losses on Portfolio
shares. If a shareholder receives a capital gain dividend with respect to shares and such shares
have a tax holding period of six months or less at the time of a sale or redemption of such shares,
then any loss the shareholder realizes on the sale or redemption will be treated as a long-term
capital loss to the extent of such capital gain dividend. All or a portion of any sales load paid
upon the purchase of shares of a Portfolio will not be taken into account in determining gain or
loss on the redemption or exchange of such shares within 90 days after their purchase to the extent
the redemption proceeds are reinvested, or the exchange is effected, without payment of an
additional sales load pursuant to the reinvestment or exchange privilege. The load not taken into
account will be added to the tax basis of the newly acquired shares. Additionally, any loss
realized on a sale or redemption of shares of a Portfolio may be disallowed under wash sale rules
to the extent the shares disposed of are replaced with other shares of the same Portfolio within a
period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of,
such as pursuant to a dividend reinvestment in shares of such Portfolio. If disallowed, the loss
will be reflected in an adjustment to the basis of the shares acquired.
Backup Withholding
Each Portfolio may be required to withhold, as backup withholding, federal income tax at a
28% rate from dividends (including capital gain dividends) and share redemption and exchange
proceeds to individuals and other non-exempt shareholders who fail to furnish the Portfolio with a
correct taxpayer identification number (TIN) certified under penalties of perjury, or if the IRS
or a broker notifies the Portfolio that the
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payee is subject to backup withholding as a result of failing properly to report interest or
dividend income to the IRS or that the TIN furnished by the payee to the Portfolio is incorrect, or
if (when required to do so) the payee fails to certify under penalties of perjury that it is not
subject to backup withholding. A Portfolio may refuse to accept an application that does not
contain any required TIN or certification that the TIN provided is correct. If the backup
withholding provisions are applicable, any such dividends and proceeds, whether paid in cash or
reinvested in additional shares, will be reduced by the amounts required to be withheld. Any
amounts withheld may be credited against a shareholders U.S. federal income tax liability. If a
shareholder does not have a TIN, it should apply for one immediately by contacting the local office
of the Social Security Administration or the IRS. Backup withholding could apply to payments
relating to a shareholders account while the shareholder is awaiting receipt of a TIN. Special
rules apply for certain entities. For example, for an account established under a Uniform Gifts or
Transfer to Minors Act, the TIN of the minor should be furnished. In addition, non-US shareholders
will be required to provide the Portfolio with the proper IRS Form W-8 or appropriate substitute
(as discussed below) in order to avail themselves of this withholding tax exemption.
Sunset of Tax Provisions
As discussed above, some of the tax provisions described above are subject to sunset
provisions. Specifically, a sunset provision provides that the 15% maximum long-term capital gain
rate will increase to 20% and the taxation of dividends at the long-term capital gain rate will end
for taxable years beginning after December 31, 2010.
Non-U.S. Shareholders
The discussion above relates solely to U.S. federal income tax law as it applies to U.S.
persons subject to tax under such law. 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. However, distributions of
net capital gain (the excess of any net long-term capital gain over any net short-term capital
losses, including amounts retained by a Portfolio which are designated as undistributed capital
gains, to a non-U.S. shareholder will not be subject to U.S. federal income or withholding tax
unless the distributions are effectively connected with the shareholders trade or business in the
United States or, in the case of a shareholder who is a nonresident alien individual, the
shareholder is present in the United States for 183 days or more during the taxable year and
certain other conditions are met.
Any capital gain realized by a non-U.S. shareholder upon a sale or redemption of shares of a
Portfolio will not be subject to U.S. federal income or withholding tax unless the gain is
effectively connected with the shareholders trade or business in the U.S., or in the case of a
shareholder who is a nonresident alien individual, the shareholder is present in the U.S. for 183
days or more during the taxable year and certain other conditions are met.
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Non-U.S. persons who fail to furnish a Portfolio with the proper IRS Form W-8 (
i.e.
, W-8 BEN,
W-8 ECI, W-8 IMY or W-8 EXP) or an acceptable substitute may be subject to backup withholding at a
28% rate for dividends (including on capital gain dividends) and the proceeds of redemptions and
exchanges. Also, non-U.S. shareholders may be subject to estate tax. Each shareholder who is not
a U.S. person should consult his or her tax adviser regarding the U.S. and non-U.S. tax
consequences of ownership of shares of and receipt of distributions from the Portfolios.
State and Local
Each Portfolio and each Underlying Fund may be subject to state or local taxes in
jurisdictions in which the Underlying Fund is deemed to be doing business. In addition, in those states or
localities that impose income taxes, the treatment of such a Portfolio or Underlying Fund and its shareholders
under those jurisdictions tax laws may differ from the treatment under federal income tax laws,
and investment in a Portfolio or Underlying Fund may have tax consequences for shareholders that are different
from those of a direct investment in the securities held by a Portfolio or Underlying Fund. 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, contained in each Portfolios 2007 Annual Report are
incorporated by reference herein in reliance upon such reports given upon the authority of
PricewaterhouseCoopers LLP as an expert in accounting and auditing. No other portions of any
Annual Report are incorporated by reference herein. A copy of the 2007 Annual Report may be
obtained upon request and without charge by writing Goldman, Sachs & Co., 71 South Wacker Drive,
Chicago, Illinois 60606 or by calling Goldman, Sachs & Co., at the telephone number on the back
cover of each Portfolios Prospectus.
PROXY VOTING
The Trust, on behalf of the Portfolios, has delegated the voting of portfolio securities to
the Investment Adviser. The Investment Adviser has adopted policies and procedures (the Policy)
for the voting of proxies on behalf of client accounts for which the Investment Adviser has voting
discretion, including the Portfolios. Under the Policy, the Investment Advisers guiding
principles in performing proxy voting are to make decisions that: (i) favor proposals that tend to
maximize a companys shareholder value; and (ii) are not influenced by conflicts of interest.
These principles reflect the Investment Advisers belief that sound corporate governance will
create a framework within which a company can be managed in the interests of its shareholders.
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The principles and positions reflected in the Policy are designed to guide the Investment
Adviser in voting proxies, and not necessarily in making investment decisions. Senior management
of the Investment Adviser will periodically review the Policy to ensure that it continues to be
consistent with the Investment Advisers guiding principles.
Public Equity Investments
.
To implement these guiding principles for investments in
publicly-traded equities, the Investment Adviser follows proxy voting guidelines (the Guidelines)
developed by Institutional Shareholder Services (ISS), except in certain circumstances, which are
generally described below. The Guidelines embody the positions and factors the Investment Adviser
generally considers important in casting proxy votes. They address a wide variety of individual
topics, including, among others, shareholder voting rights, anti-takeover defenses, board
structures, the election of directors, executive and director compensation, reorganizations,
mergers, and various shareholder proposals. Attached as Appendix B is a summary of the Guidelines.
ISS has been retained to review proxy proposals and make voting recommendations in accordance
with the Guidelines. While it is the Investment Advisers policy generally to follow the
Guidelines and recommendations from ISS, the Investment Advisers portfolio management teams
(Portfolio Management Teams) retain the authority on any particular proxy vote to vote
differently from the Guidelines or a related ISS recommendation, in keeping with their different
investment philosophies and processes. Such decisions, however, remain subject to a review and
approval process, including a determination that the decision is not influenced by any conflict of
interest. In forming their views on particular matters, the Portfolio Management Teams are also
permitted to consider applicable regional rules and practices, including codes of conduct and other
guides, regarding proxy voting, in addition to the Guidelines and recommendations from ISS.
In addition to assisting the Investment Adviser in developing substantive proxy voting
positions, ISS also updates and revises the Guidelines on a periodic basis, and the revisions are
reviewed by the Investment Adviser to determine whether they are consistent with the Investment
Advisers guiding principles. ISS also assists the Investment Adviser in the proxy voting process
by providing operational, recordkeeping and reporting services.
The Investment Adviser is responsible for reviewing its relationship with ISS and for
evaluating the quality and effectiveness of the various services provided by ISS. The Investment
Adviser may hire other service providers to replace or supplement ISS with respect to any of the
services the Investment Adviser currently receives from ISS.
The Investment Adviser has implemented procedures that are intended to prevent conflicts of
interest from influencing proxy voting decisions. These procedures include the Investment
Advisers use of ISS as an independent third party, a review and approval process for individual
decisions that do not follow ISSs recommendations, and the establishment of information barriers
between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc.
B-153
Fixed Income and Private Investments
.
Voting decisions with respect to fixed income
securities and the securities of privately held issuers generally will be made by an Underlying
Funds managers based on their assessment of the particular transactions or other matters at issue.
Information regarding how the Portfolios and/or the Underlying Funds voted proxies relating to
portfolio securities during the most recent twelve-month period ended June 30 is available on or
through the Portfolios and Underlying 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 Portfolios. These
payments (Additional Payments) are made out of the Investment Advisers, Distributors and/or
their affiliates own assets, and are not an additional charge to the Portfolios or their
shareholders. The Additional Payments are in addition to the distribution and service fees paid by
the Portfolios described in the Portfolios 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 Portfolios, which may consist of payments relating to Portfolios included
on preferred or recommended fund lists or in certain sales programs from time to time sponsored by
the Intermediaries; access to the Intermediaries registered representatives or salespersons,
including at conferences and other meetings; assistance in training and education of personnel;
finders or referral fees for directing investors to the Portfolios; marketing support fees for
providing assistance in promoting the sale of Portfolio shares (which may include promotions in
communications with the Intermediaries customers, registered representatives and sales persons);
and/or other specified services intended to assist in the distribution and marketing of the
Portfolios. In addition, the Investment Adviser, distributor and/or their affiliates may make
Additional Payments (including through sub-transfer agency and networking agreements) for
sub-accounting, administrative and/or shareholder processing services that are in addition to the
transfer agent, shareholder administration, servicing and processing fees paid by the Portfolios.
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 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
B-154
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 Portfolios 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 portfolios based on, at least in
part, the level of compensation paid. Shareholders should contact their Authorized Dealer or other
Intermediary for more information about the payments they receive and any potential conflicts of
interest.
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 $90.8 million in Additional Payments (including
payments made through sub-transfer agency and networking agreements) with respect to all of the
funds of the Trust (including the Portfolios 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
interests. For additional questions, please contact Goldman Sachs Funds at 1-800-621-2550.
B-155
OTHER INFORMATION
Selective Disclosure of Portfolio Holdings
The Board of Trustees of the Trust and the Investment Adviser have adopted a policy on
selective disclosure of portfolio holdings in accordance with regulations that seek to ensure that
disclosure of information about portfolio securities is in the best interest of Portfolio
shareholders and to address the conflicts between the interests of Portfolio shareholders and its
service providers. The policy provides that neither a Portfolio nor its Investment Adviser,
Distributor or any agent, or any employee thereof (Portfolio Representative) will disclose a
Portfolios portfolio holdings information to any person other than in accordance with the policy.
For purposes of the policy, portfolio holdings information means the Portfolios actual portfolio
holdings, as well as nonpublic information about its trading strategies or pending transactions.
Under the policy, neither a Portfolio nor any Portfolio Representative may solicit or accept any
compensation or other consideration in connection with the disclosure of portfolio holdings
information. A Portfolio Representative may provide portfolio holdings information to third
parties if such information has been included in the Portfolios public filings with the SEC or is
disclosed on the Portfolios publicly accessible website. Information posted on the Portfolios
website may be separately provided to any person commencing the day after it is first published on
the Portfolios website.
Portfolio holdings information that is not filed with the SEC or posted on the publicly
available website may be provided to third parties only if the third party recipients are required
to keep all portfolio holdings information confidential and are prohibited from trading on the
information they receive. Disclosure to such third parties must be approved in advance by the
Investment Advisers legal or compliance department. Disclosure to providers of auditing, custody,
proxy voting and other similar services for the Portfolios, as well as rating and ranking
organizations, will generally be permitted; however, information may be disclosed to other third
parties (including, without limitation, individuals, institutional investors, and intermediaries
that sell shares of the Portfolio,) only upon approval by the Portfolios Chief Compliance Officer,
who must first determine that the Portfolio has a legitimate business purpose for doing so and
check with the Portfolio Transfer Agent to ascertain whether the third party has been identified as
an excessive trader. In general, each recipient of non-public portfolio holdings information must
sign a confidentiality and non-trading agreement, although this requirement will not apply when the
recipient is otherwise subject to a duty of confidentiality. In accordance with the policy, the
identity of those recipients who receive non-public portfolio holdings information on an ongoing
basis is as follows: the Investment Adviser and its affiliates, the Portfolios independent
registered public accounting firm, the Portfolios custodian, the Portfolios legal counsel-
Dechert LLP, the Portfolios financial printer- Bowne and the Portfolios proxy voting service-
ISS. In addition, certain fixed income funds of the Trust provide non-public holdings information
to Standard & Poors Rating service to allow such funds to be rated by it. These entities are
obligated to keep such information confidential. Third party providers of custodial or accounting
services to the Portfolios may release non-public portfolio holdings information of the Portfolios
only with the permission of Portfolio Representatives. From time to time portfolio holdings
information may be provided to broker-dealers solely in connection with a Portfolio seeking
portfolio securities trading suggestions. In
B-156
providing this information reasonable precautions, including limitations on the scope of the
portfolio holdings information disclosed, are taken to avoid any potential misuse of the disclosed
information. All marketing materials prepared by the Trusts principal underwriter are reviewed by
Goldman Sachs Compliance department for consistency with the Trusts portfolio holdings disclosure
policy.
The Underlying Equity Funds currently intend to publish on the Trusts website
(http://www.goldmansachsfunds.com) complete portfolio holdings for each Underlying Equity Fund as
of the end of each calendar quarter subject to a fifteen calendar day lag between the date of the
information and the date on which the information is disclosed. In addition, the Underlying Equity
Funds intend to publish on their website month-end top ten holdings subject to a ten calendar day
lag between the date of the information and the date on which the information is disclosed. The
Underlying non-money market fixed income Funds currently intend to publish complete portfolio
holdings on their website as of the end of each fiscal quarter, subject to a thirty calendar day
lag, and to post selected holdings information monthly on a ten calendar day lag. The Financial
Square Prime Obligations Portfolio publishes its holdings as of the end of each month subject to a
thirty calendar day lag between the date of the information and the date on which the information
is disclosed. An Underlying 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, Portfolio Representatives will initially supply the Board of the Trustees
with a list of third parties who receive portfolio holdings information pursuant to any ongoing
arrangement. In addition, the Board is to receive information, on a quarterly basis, regarding any
other disclosures of non-public portfolio holdings information that were permitted during the
preceding quarter. In addition, the Board of Trustees is to approve at its meetings a list of
Portfolio Representatives who are authorized to disclose portfolio holdings information under the
policy. As of the date of this 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
Each Portfolio has elected, pursuant to Rule 18f-1 under the Act, to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net asset value of the Portfolio during any 90-day
period for any one shareholder. Each Portfolio, however, reserves the right to pay redemptions
exceeding $250,000 or 1% of the net asset value of the Portfolio at the time of redemption by a
distribution in kind of securities (instead of cash) from such Portfolio. The securities
distributed in kind would be readily marketable and would be valued for this purpose using the same
method employed in calculating the Portfolios net asset value per share. See Net Asset Value.
If a shareholder receives redemption proceeds in kind, the shareholder should expect to incur
transaction costs upon the disposition of the securities received in the redemption.
The right of a shareholder to redeem shares and the date of payment by each Portfolio may be
suspended for more than seven days for any period during which the New York Stock Exchange is
closed, other than the customary weekends or holidays, or when trading on such Exchange is
restricted as determined by the SEC; or during any emergency, as determined by the SEC, as a result
of which it is not
B-157
reasonably practicable for such Portfolio to dispose of securities owned by it or fairly to
determine the value of its net assets; or for such other period as the SEC may by order permit for
the protection of shareholders of such Portfolio. (The Trust may also suspend or postpone the
recordation of the transfer of shares upon the occurrence of any of the foregoing conditions.)
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
a Portfolios shares. Instead, the transfer agent maintains a record of each shareholders
ownership. Each shareholder receives confirmation of purchase and redemption orders from the
transfer agent. Portfolio shares and any dividends and distributions paid by a Portfolio 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
Portfolios participate in a $700,000,000 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
Portfolios must own securities having a market value in excess of 300% of each Portfolios 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 Portfolios
based on the amount of the commitment that has not been utilized. During the fiscal year ended
December 31, 2007, the Portfolios did not have any borrowings under the facility.
B-158
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 Portfolios shares. The
Portfolio 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 Portfolio
enters into portfolio transactions based on those orders, and permits the Portfolio 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 Portfolio 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 Portfolio may
also suffer investment losses on those portfolio transactions. Conversely, the Portfolio would
benefit from any earnings and investment gains resulting from such portfolio transactions.
Corporate Actions
From time
to time, the issuer of a security held in a Portfolios portfolio may initiate a corporate action
relating to that security. Corporate actions relating to equity securities may include, among others,
an offer to purchase new shares, or to tender existing shares, of that security at a certain price.
Corporate actions relating to debt securities may include, among others, an offer for early redemption
of the debt security, or an offer to convert the debt security into stock. Certain corporate actions
are voluntary, meaning that a Portfolio may only participate in the corporate action if it elects to do
so in a timely fashion. Participation in certain corporate actions may enhance the value of a
Portfolios investment portfolio.
In cases where a Portfolio or its Investment Adviser receives sufficient advance notice of a voluntary corporate action, the Investment Adviser will exercise its discretion, in good faith, to determine whether the Portfolio will participate in that corporate action. If a Portfolio or its Investment Adviser does not receive sufficient advance notice of a voluntary corporate action, the Portfolio may not be able to timely elect to participate in that corporate action. Participation or lack of participation in a voluntary corporate action may result in a negative impact on the value of the Portfolios investment portfolio.
B-159
OTHER INFORMATION REGARDING MAXIMUM
SALES CHARGE, PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
(Class A, Class B andClass C Shares Only)
The following information supplements the information in the Prospectuses under the captions
Shareholder Guide and Dividends. Please see the Prospectuses for more complete information.
Maximum Sales Charges
Class A Shares of each Portfolio are sold at 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 Portfolios
Class A shares would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset
|
|
Offering Price
|
|
Maximum
|
Portfolio
|
|
Value
|
|
To Public
|
|
Sales Charge
|
Balanced Strategy
|
|
$
|
11.08
|
|
|
$
|
11.72
|
|
|
|
5.5
|
%
|
Growth and Income Strategy
|
|
|
12.88
|
|
|
|
13.63
|
|
|
|
5.5
|
|
Growth Strategy
|
|
|
14.35
|
|
|
|
15.19
|
|
|
|
5.5
|
|
Equity Growth Strategy
|
|
|
15.63
|
|
|
|
16.54
|
|
|
|
5.5
|
|
Income Strategies
|
|
|
9.75
|
|
|
|
10.32
|
|
|
|
5.5
|
|
Satellite Strategies
|
|
|
10.18
|
|
|
|
10.77
|
|
|
|
5.5
|
|
The actual sales charge that is paid by an investor on the purchase of Class A Shares may
differ slightly from the sales charge listed above or in a Portfolios Prospectus due to rounding
in the calculations. For example, the sales load disclosed above and in the Portfolios
Prospectuses is only shown to one decimal place (
i.e.
, 5.5%). The actual sales charge that is paid
by an investor will be rounded to two decimal places. As a result of such rounding in the
calculations, the actual sales load paid by an investor may be somewhat greater (
e.g.
, 5.53%) or
somewhat lesser (
e.g.
, 5.48%) than that listed above or in the Prospectuses. Contact your
financial advisor for further information.
B-160
Other Purchase Information/Sales Charge Waivers
The sales charge waivers on the Portfolios shares are due to the nature of the investors
involved and/or the reduced sales effort that is needed to obtain such investments.
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) 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.
If shares of a Portfolio are held in a street name account with an Authorized Dealer, all
recordkeeping, transaction processing and payments of distributions relating to the beneficial
owners account will be performed by the Authorized Dealer, and not by a Portfolio and its transfer
agent. Since the Portfolios will have no record of the beneficial owners transactions, a
beneficial owner should contact the Authorized Dealer to purchase, redeem or exchange shares, to
make changes in or give instructions concerning the account or to obtain information about the
account. The transfer of shares in a street name account to an account with another dealer or to
an account directly with a Portfolio involves special procedures and will require the beneficial
owner to obtain historical purchase information about the shares in the account from the Authorized
Dealer.
Authorized Dealers and other financial intermediaries provide varying arrangements for their
clients to purchase and redeem Portfolio shares. Some may establish higher minimum investment
requirements and others may limit the availability of certain privileges with respect to the
purchase and redemption of shares or the reinvestment of dividends. Firms may arrange with their
clients for other investment or
B-161
administrative services and may independently establish and charge additional amounts to their
clients for such services, which charges would reduce a clients return.
Right of Accumulation (Class A)
A Class A shareholder qualifies for cumulative quantity discounts if the current purchase
price of the new investment plus the shareholders current holdings of existing Class A, Class B
and/or Class C Shares (acquired by purchase or exchange) of a Portfolio and Class A Shares, Class B
Shares 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 up to (but less than) $250,000). Class A, Class B and/or Class C Shares of
the Portfolios offering these share classes and any other Goldman Sachs Fund purchased (i) by an individual, his spouse and his
children, and (ii) by a trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a purchase will qualify
for such right of accumulation and, if qualifying, the applicable sales charge level. For purposes
of applying the right of accumulation, shares of the Portfolios and any other Goldman Sachs Fund
purchased by an existing client of Goldman Sachs Wealth Management or GS Ayco Holding LLC will be
combined with Class A, Class B and/or Class C Shares and other assets held by all other Goldman
Sachs Wealth Management accounts or accounts of GS Ayco Holding LLC, respectively. In addition,
Class A, Class B and/or Class C Shares of the
Portfolios offering these share classes 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 Portfolios shares to eligible persons; and
(ii) notification to the relevant Portfolio at the time of purchase that the investor is eligible
for this right of accumulation. In addition, in connection with SIMPLE IRA accounts, cumulative
quantity discounts are available on a per plan basis if (i) your employee has been assigned a
cumulative discount number by Goldman Sachs; and (ii) your account, alone or in combination with
the accounts of other plan participants also invested in Class A, Class B and/or Class C Shares of
the Goldman Sachs Funds, totals the requisite aggregate amount as described in the Prospectus.
Statement of Intention (Class A)
If a shareholder anticipates purchasing at least $50,000 or more of Class A Shares of a
Portfolio alone or in combination with Class A Shares of any other Goldman Sachs Fund within a
13-month period, the shareholder may purchase shares of the Portfolio at a reduced sales charge by
submitting a Statement of Intention (the Statement). Shares purchased pursuant to a Statement
will be eligible for the same sales charge discount that would have been available if all of the
purchases had been made at the same time. The shareholder or his 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
B-162
been paid as an accumulation credit toward the completion of the Statement, but a price
readjustment will be made only on Class A Shares purchased within ninety (90) days before
submitting the Statement. The Statement authorizes the transfer agent to hold in escrow a
sufficient number of shares which can be redeemed to make up any difference in the sales charge on
the amount actually invested. For purposes of satisfying the amount specified on the Statement,
the gross amount of each investment, exclusive of any appreciation on shares previously purchased,
will be taken into account.
The provisions applicable to the Statement, and the terms of the related escrow agreement, are
set forth in Appendix C to this SAI.
Cross-Reinvestment of Dividends and Distributions
Shareholders may receive dividends and distributions in additional shares of the same class of
the Portfolio 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 Portfolio, or ILA Class B or Class C Shares
of the Prime Obligations Portfolio, if you hold Class B or Class C Shares of a Portfolio (the ILA
Funds).
A Portfolio shareholder should obtain and read the prospectus relating to any other Goldman
Sachs Fund or ILA Fund and its shares and consider its investment objective, policies and
applicable fees before electing cross-reinvestment into that Fund. The election to cross-reinvest
dividends and capital gain distributions will not affect the tax treatment of such dividends and
distributions, which will be treated as received by the shareholder and then used to purchase
shares of the acquired fund. Such reinvestment of dividends and distributions in shares of other
Goldman Sachs Funds or ILA Funds is available only in states where such reinvestment may legally be
made.
Automatic Exchange Program
A Portfolio shareholder may elect to exchange automatically a specified dollar amount of
shares of the Portfolio for shares of the same class or an equivalent class of another Goldman
Sachs Fund provided the minimum initial investment requirement has been satisfied. A Portfolio
shareholder should obtain and read the prospectus relating to any other Goldman Sachs Fund and 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 Portfolio at their relative net asset value
without a sales charge in recognition of the reduced payment to the Authorized Dealer.
B-163
Exchanges from Collective Investment Trusts to Funds
The Investment Adviser manages a number of collective investment trusts that hold assets of
401(k) plans and other retirement plans (each, a Collective Investment Trust). An investor in a
Collective Investment Trust (or an Intermediary acting on behalf of the investor) may elect to
exchange some or all of the interests it holds in a Collective Investment Trust for shares of one
or more of the Goldman Sachs Funds. Generally speaking, Rule 22c-1 of the Act requires a purchase
order for shares of a Goldman Sachs Fund to be priced based on the current NAV of the Goldman Sachs
Fund that is next calculated after receipt of the purchase order. A Goldman Sachs Fund will treat
a purchase order component of an exchange from an investor in a Collective Investment Trust as
being received in good order at the time it is communicated to an Intermediary or the Transfer
Agent, if the amount of shares to be purchased is expressed as a percentage of the value of the
investors interest in a designated Collective Investment Trust that it is contemporaneously
redeeming (e.g., if the investor communicates a desire to exchange 100% of its interest in a
Collective Investment Trust for shares of a Goldman Sachs Fund). The 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 Portfolio whose shares are worth at least $5,000. The Systematic Withdrawal Plan provides for
monthly payments to the participating shareholder of any amount not less than $50.
Dividends and capital gain distributions on shares held under the Systematic Withdrawal Plan
are reinvested in additional full and fractional shares of the applicable Portfolio at net asset
value. The transfer agent acts as agent for the shareholder in redeeming sufficient full and
fractional shares to provide the amount of the systematic withdrawal payment. The Systematic
Withdrawal Plan may be terminated at any time. Goldman Sachs reserves the right to initiate a fee
of up to $5 per withdrawal, upon thirty (30) days written notice to the shareholder. Withdrawal
payments should not be considered to be dividends, yield or income. If periodic withdrawals
continuously exceed new purchases and reinvested dividends and capital gains distributions, the
shareholders original investment will be correspondingly reduced and ultimately exhausted. The
maintenance of a withdrawal plan concurrently with purchases of additional Class A, 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 and 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
B-164
of participating in the Systematic Withdrawal Plan. For further information or to request a
Systematic Withdrawal Plan, please write or call the transfer agent.
DISTRIBUTION AND SERVICE PLANS
(Class A, Class B, Class C and Class R Shares Only)
As described in the Prospectuses, the Trust has adopted, on behalf of Class A, Class B, Class
C and Class R Shares of each Portfolio that offers those share
classes, distribution and service plans (each a Plan). See
Shareholder Guide Distribution and Service Fees in the Prospectuses. 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 Portfolios and enable the Portfolios to offer
investors the choice of investing in either Class A, Class B, Class C or Class R Shares when
investing in the Portfolios. In addition, the distribution fees payable under the Plans may be
used to assist the Portfolios in reaching and maintaining asset levels that are efficient for the
Portfolios operations and investments.
The
Plans for the Portfolios offering Class A, Class B and/or Class C 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 June 13, 2007. The Plans for
each Portfolios 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 Plan 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 Portfolios average daily net assets
attributable to Class A, Class B, Class C, and Class R Shares, respectively, of such Portfolio.
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 to an annual basis of 0.25% of
each Portfolios 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 a Portfolios Class A, Class B, Class C and Class R
Shares.
B-165
Under
each Plan, Goldman Sachs, as distributor of a Portfolios 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 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 Portfolio and affected share class, but may
be amended without shareholder approval to increase materially the amount of non-distribution
compensation. All material amendments of 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 Portfolio without
payment of any penalty by a vote of a majority of the non-interested Trustees of the Trust or by
vote of a majority of the outstanding Class A, Class B, Class C, or Class R Shares, respectively,
of the affected Portfolio and affected share class. If a Plan was terminated by the Trustees of
the Trust and no successor plan was adopted, the Portfolio would cease to make payments to Goldman
Sachs under the Plan and Goldman Sachs would be unable to recover the amount of any of its
unreimbursed expenditures. So long as 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 Portfolios and their Class A, Class B, Class
C and Class R Shareholders, as applicable.
For the period ended December 31, 2007, 2006 and 2005, the distribution and service fees paid
to Goldman Sachs by each Portfolio pursuant to the Class A,
Class B, Class C and/or Class R Plans were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended December 31, 2007
|
Portfolio
|
|
Class A Plan
|
|
Class B Plan
2
|
|
Class C Plan
|
|
Class R Plan
3
|
Balanced Strategy
|
|
$
|
762,498
|
|
|
$
|
380,780
|
|
|
$
|
1,312,812
|
|
|
$
|
4
|
|
Growth and Income Strategy
|
|
|
4,491,764
|
|
|
|
1,583,846
|
|
|
|
6,297,396
|
|
|
|
4
|
|
Growth Strategy
|
|
|
3,759,964
|
|
|
|
1,942,612
|
|
|
|
8,234,538
|
|
|
|
4
|
|
Equity Growth Strategy
|
|
|
1,324,207
|
|
|
|
527,618
|
|
|
|
2,880,635
|
|
|
|
4
|
|
Income Strategies
1
|
|
|
8,242
|
|
|
|
N/A
|
|
|
|
14,971
|
|
|
|
4
|
|
Satellite Strategies
1
|
|
|
17,771
|
|
|
|
N/A
|
|
|
|
33,427
|
|
|
|
4
|
|
|
|
|
|
1
|
|
Income Strategies Portfolio and Satellite Strategies
Portfolio each commenced operations on March 31, 2007.
|
|
|
|
2
|
|
The Income Strategies Portfolio and Satellite Strategies
Portfolio do not offer Class B Shares.
|
|
|
3
|
|
Class R Shares of the Portfolios commenced operations on November 30, 2007.
|
B-166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended December 31, 2006
|
Portfolio
|
|
Class A Plan
|
|
Class B Plan
|
|
Class C Plan
|
Balanced Strategy
|
|
$
|
394,561
|
|
|
$
|
325,908
|
|
|
$
|
637,883
|
|
Growth and Income Strategy
|
|
|
2,104,864
|
|
|
|
1,082,776
|
|
|
|
2,613,329
|
|
Growth Strategy
|
|
|
1,519,328
|
|
|
|
1,124,562
|
|
|
|
3,329,071
|
|
Equity Growth Strategy
|
|
|
501,907
|
|
|
|
341,255
|
|
|
|
1,113,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ended December 31, 2005
|
Portfolio
|
|
Class A Plan
|
|
Class B Plan
|
|
Class C Plan
|
Balanced Strategy
|
|
$
|
194,494
|
|
|
$
|
293,144
|
|
|
$
|
332,997
|
|
Growth and Income Strategy
|
|
|
744,713
|
|
|
|
830,358
|
|
|
|
1,105,364
|
|
Growth Strategy
|
|
|
475,873
|
|
|
|
762,267
|
|
|
|
1,197,473
|
|
Equity Growth Strategy
|
|
|
207,451
|
|
|
|
274,406
|
|
|
|
527,703
|
|
During the period ended December 31, 2007, Goldman Sachs incurred the following expenses in
connection with distribution under the Class A Plan of each applicable Portfolio with Class A
Shares then in existence:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
Printing and
|
|
Preparation
|
|
|
|
|
|
|
and Expenses
|
|
Allocable
|
|
Mailing of
|
|
And
|
|
|
|
|
|
|
of the
|
|
Overhead,
|
|
Prospectuses
|
|
Distribution
|
|
|
|
|
|
|
Distributor
|
|
Telephone
|
|
to Other
|
|
of Sales
|
|
|
Compensation
|
|
& Its Sales
|
|
and Travel
|
|
than Current
|
|
Literature and
|
|
|
to Dealers
1
|
|
Personnel
|
|
Expenses
|
|
Shareholders
|
|
Advertising
|
Period Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced Strategy
|
|
$
|
724,370
|
|
|
$
|
166,803
|
|
|
$
|
34,435
|
|
|
$
|
8,191
|
|
|
$
|
1,927
|
|
Growth and Income Strategy
|
|
|
4,107,583
|
|
|
|
1,397,880
|
|
|
|
293,111
|
|
|
|
69,719
|
|
|
|
16,405
|
|
Growth Strategy
|
|
|
3,435,692
|
|
|
|
1,437,771
|
|
|
|
325,310
|
|
|
|
77,378
|
|
|
|
18,207
|
|
Equity Growth Strategy
|
|
|
1,094,657
|
|
|
|
963,212
|
|
|
|
217,005
|
|
|
|
51,617
|
|
|
|
12,145
|
|
Income Strategies
2
|
|
|
|
|
|
|
23
|
|
|
|
6
|
|
|
|
1
|
|
|
|
0
|
|
Satellite Strategies
2
|
|
|
650
|
|
|
|
(643
|
)
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
1
|
|
Advance commissions paid to dealers of 1% on Class A Shares are considered deferred
assets which are amortized over a period of one year or until redemption; amounts presented
above reflect amortization expense recorded during the period presented in addition to
payments remitted directly to dealers.
|
|
|
|
2
|
|
Income Strategies Portfolio and Satellite Strategies
Portfolio each commenced operations on March 31, 2007.
|
|
|
B-167
During the period ended December 31, 2007, Goldman Sachs incurred the following expenses in
connection with distribution under the Class B Plan of each applicable Portfolio with Class B
Shares then in existence:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
Printing and
|
|
Preparation
|
|
|
|
|
|
|
and Expenses
|
|
Allocable
|
|
Mailing of
|
|
And
|
|
|
|
|
|
|
of the
|
|
Overhead,
|
|
Prospectuses
|
|
Distribution
|
|
|
|
|
|
|
Distributor
|
|
Telephone
|
|
to Other
|
|
of Sales
|
|
|
Compensation
|
|
& Its Sales
|
|
and Travel
|
|
than Current
|
|
Literature and
|
|
|
to Dealers
1
|
|
Personnel
|
|
Expenses
|
|
Shareholders
|
|
Advertising
|
Period Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced Strategy
|
|
$
|
100,712
|
|
|
$
|
4,342
|
|
|
$
|
1,415
|
|
|
$
|
337
|
|
|
$
|
79
|
|
Growth and Income Strategy
|
|
|
412,168
|
|
|
|
5,901
|
|
|
|
1,589
|
|
|
|
378
|
|
|
|
89
|
|
Growth Strategy
|
|
|
515,811
|
|
|
|
6,998
|
|
|
|
1,869
|
|
|
|
445
|
|
|
|
105
|
|
Equity Growth Strategy
|
|
|
130,997
|
|
|
|
6,599
|
|
|
|
2,280
|
|
|
|
542
|
|
|
|
128
|
|
|
|
|
1
|
|
Advance Commissions paid to dealers of 1% on Class B Shares are considered deferred
assets which are amortized over a period of one year; amounts presented above reflect
amortization expense recorded during the period presented.
|
B-168
During the period ended December 31, 2007, Goldman Sachs incurred the following expenses in
connection with distribution under the Class C Plan of each applicable Portfolio with Class C
Shares then in existence:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
Printing and
|
|
Preparation
|
|
|
|
|
|
|
and Expenses
|
|
Allocable
|
|
Mailing of
|
|
And
|
|
|
|
|
|
|
of the
|
|
Overhead,
|
|
Prospectuses
|
|
Distribution
|
|
|
|
|
|
|
Distributor
|
|
Telephone
|
|
to Other
|
|
of Sales
|
|
|
Compensation
|
|
& Its Sales
|
|
and Travel
|
|
than Current
|
|
Literature and
|
|
|
to Dealers
1
|
|
Personnel
|
|
Expenses
|
|
Shareholders
|
|
Advertising
|
Period Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced Strategy
|
|
$
|
458,075
|
|
|
$
|
1,280
|
|
|
$
|
1,587
|
|
|
$
|
378
|
|
|
$
|
89
|
|
Growth and Income Strategy
|
|
|
1,687,286
|
|
|
|
1,066
|
|
|
|
8,552
|
|
|
|
2,034
|
|
|
|
479
|
|
Growth Strategy
|
|
|
2,024,348
|
|
|
|
4,479
|
|
|
|
8,160
|
|
|
|
1,941
|
|
|
|
457
|
|
Equity Growth Strategy
|
|
|
754,517
|
|
|
|
2,074
|
|
|
|
3,205
|
|
|
|
762
|
|
|
|
179
|
|
Income Strategies
2
|
|
|
|
|
|
|
4
|
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Satellite
Strategies
2
|
|
|
|
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
1
|
|
Advance Commissions paid to dealers of 1% on Class C Shares are considered deferred
assets which are amortized over a period of one year; amounts presented above reflect
amortization expense recorded during the period presented.
|
|
|
|
|
2
|
|
Income Strategies Portfolio and Satellite Strategies
Portfolio each commenced operations on March 31, 2007.
|
B-169
During the period ended December 31, 2007, Goldman Sachs incurred the following expenses in
connection with distribution under the Class R Plan of each applicable Portfolio with Class R
Shares then in existence:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
Printing and
|
|
Preparation
|
|
|
|
|
|
|
and Expenses
|
|
Allocable
|
|
Mailing of
|
|
And
|
|
|
|
|
|
|
of the
|
|
Overhead,
|
|
Prospectuses
|
|
Distribution
|
|
|
|
|
|
|
Distributor
|
|
Telephone
|
|
to Other
|
|
of Sales
|
|
|
Compensation
|
|
& Its Sales
|
|
and Travel
|
|
than Current
|
|
Literature and
|
|
|
to Dealers
1
|
|
Personnel
|
|
Expenses
|
|
Shareholders
|
|
Advertising
|
Period Ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth and Income Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Growth Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Strategies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite Strategies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Advance Commissions paid to dealers of 1% on Class R Shares are considered deferred
assets which are amortized over a period of one year; amounts presented above reflect
amortization expense recorded during the period presented. Class R Shares of the Portfolios
commenced operations on November 30, 2007.
|
|
|
|
|
|
|
|
B-170
SERVICE PLAN AND SHAREHOLDER ADMINISTRATION PLAN
(Service Shares Only)
Each
Portfolio (other than the Income Strategies
Portfolio which does not offer Service Shares) has adopted a service plan and a separate shareholder administration plan (the
Plans) with respect to its Service Shares which authorize it to compensate Service Organizations
for providing personal and account maintenance and shareholder administration services to their
customers who are or may become beneficial owners of such Shares. Pursuant to the Plans, a
Portfolio enters into agreements with Service Organizations which purchase Service Shares of the
Portfolio on behalf of their customers (Service Agreements). Under such Service Agreements the
Service Organizations may perform some or all of the following services:
(i) Personal and account maintenance services, including: (a) providing facilities to answer
inquiries and respond to correspondence with customers and other investors about the status of
their accounts or about other aspects of the Trust or the applicable Portfolio; (b) acting as
liaison between the Service Organizations customers and the Trust, including obtaining information
from the Trust and assisting the Trust in correcting errors and resolving problems; (c) providing
such statistical and other information as may be reasonably requested by the Trust or necessary for
the Trust to comply with applicable federal or state law; (d) responding to investor requests for
prospectuses; (e) displaying and making prospectuses available on the Service Organizations
premises; and (f) assisting customers in completing application forms, selecting dividend and other
account options and opening custody accounts with the Service Organization.
(ii) Shareholder administration services, including (a) acting or arranging for another party
to act, as recordholder and nominee of the Service Shares beneficially owned by the Service
Organizations customers; (b) establishing and maintaining or assisting in establishing and
maintaining individual accounts and records with respect to the Service Shares owned by each
customer; (c) processing or assisting in processing confirmations concerning customer orders to
purchase, redeem and exchange Service Shares; (d) receiving and transmitting or assisting in
receiving and transmitting funds representing the purchase price or redemption proceeds of such
Service Shares; (e) facilitating the inclusion of Service Shares in accounts, products or services
offered to the Service Organizations customers by or through the Service Organization; (f)
processing dividend payments on behalf of customers; and (g) performing other related services
which do not constitute any activity which is primarily intended to result in the sale of shares
within the meaning of Rule 12b-1 under the Act or personal and account maintenance services
within the meaning of the NASDs Conduct Rules.
As
compensation for such services, each Portfolio (other than the Income
Strategies Portfolio) will pay each Service Organization a
personal and account maintenance service fee and a shareholder administration service fee in an
amount up to 0.25% and 0.25%, respectively (on an annualized basis), of the average daily net
assets of the Service Shares of the Portfolio attributable to or held in the name of such Service
Organization.
The
amount of the fees paid under the Plans by each applicable Portfolio to Service Organizations was as
follows for the periods ended December 31, 2007, December 31, 2006 and December 31, 2005:
B-171
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
|
|
2007
|
|
2006
|
|
2005
|
Balanced Strategy
|
|
$
|
38,126
|
|
|
$
|
11,321
|
|
|
$
|
11,554
|
|
Growth and Income Strategy
|
|
|
58,238
|
|
|
|
18,975
|
|
|
|
14,603
|
|
Growth Strategy
|
|
|
70,104
|
|
|
|
20,395
|
|
|
|
12,257
|
|
Equity Growth Strategy
|
|
|
32,486
|
|
|
|
4,936
|
|
|
|
1,349
|
|
Satellite
Strategies*
|
|
|
N/A
|
|
|
|
NA
|
|
|
|
NA
|
|
|
|
|
|
*
|
|
The Satellite Strategies Portfolio commenced operations on
March 31, 2007. Service Shares of the Satellite Strategies
Portfolio commenced operations on August 27, 2008.
|
|
The
Portfolios (other than the Income Strategies Portfolio) have adopted the service plan but not the shareholder administration plan
pursuant to Rule 12b-1 under the Act in order to avoid any possibility that service fees paid to
the Service Organizations pursuant to the Service Agreements might violate the Act. Rule 12b-1,
which was adopted by the SEC under the Act, regulates the circumstances under which an investment
company or series thereof may bear expenses associated with the distribution of its shares. In
particular, such an investment company or series thereof cannot engage directly or indirectly in
financing any activity which is primarily intended to result in the sale of shares issued by the
company unless it has adopted a plan pursuant to, and complies with the other requirements of, such
Rule. The Trust believes that fees paid for the services provided in the service plan and
described above are not expenses incurred primarily for effecting the distribution of Service
Shares. However, should such payments be deemed by a court or the SEC to be distribution expenses,
such payments would be duly authorized by the Plan. The shareholder administration plan has not
been adopted pursuant to Rule 12b-1 under the Act.
Conflict of interest restrictions (including the Employee Retirement Income Security Act of
1974) may apply to a Service Organizations receipt of compensation paid by a Portfolio in
connection with the investment of fiduciary assets in Service Shares of such Portfolio. Service
Organizations, including banks regulated by the Comptroller of the Currency, the Federal Reserve
Board or the Federal Deposit Insurance Corporation, and investment advisers and other money
managers subject to the jurisdiction of the SEC, the Department of Labor or state securities
regulators, are urged to consult their legal advisers before investing fiduciary assets in Service
Shares of the Portfolios. In addition, under some state securities laws, banks and other financial
institutions purchasing Service Shares on behalf of their customers may be required to register as
dealers.
The Trustees, including a majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation of the Plans or the related
Service Agreements, most recently voted to approve each Portfolios Plans and related Service
Agreements at a meeting called for the purpose of voting on such Plans and Service Agreements on
June 13, 2007. The Plans and 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 Board of Trustees in the manner described above. The service plan may not be amended (but
the shareholder administration plan may be amended) to increase materially the amount to be spent
for the services described therein without approval of the Service Shareholders of the affected
Portfolio, and all material amendments of each Plan must also be approved by the Board of Trustees
in the manner described above. The Plans may be terminated at any time by a majority of the Board
of Trustees as described above or by vote of a majority of the affected Portfolios outstanding
Service Shares. The Service Agreements may be terminated at any time, without payment of any
penalty, by vote of a majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Plans and the Service
Agreements or by a vote of a majority of the affected Portfolios outstanding Service Shares, in
each case, on not more than sixty (60) days written notice to any other party to the
B-172
Service Agreements. The Service Agreements will terminate automatically if assigned. So long as
the Plans are in effect, the selection and nomination of those Trustees who are not interested
persons will be committed to the discretion of the non-interested members of the Board of Trustees.
The Board of Trustees has determined that, in its judgment, there is a reasonable likelihood that
the Plans will benefit the Portfolios and the holders of Service Shares of the Portfolios.
B-173
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Short-Term Credit Ratings
A Standard & Poors short-term issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation having an original
maturity of no more than 365 days. The following summarizes the rating categories used by Standard
& Poors for short-term issues:
A-1 Obligations are rated in the highest category and indicate that the obligors capacity
to meet its financial commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the obligors capacity to
meet its financial commitment on these obligations is extremely strong.
A-2 The obligors capacity to meet its financial commitment on the obligation is
satisfactory. Obligations are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in the higher rating categories.
A-3 Obligor has adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.
B An obligation is regarded as having significant speculative characteristics. The
obligor currently has the capacity to meet its financial commitment on the obligation; however, it
faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation. Ratings of B1, B-2 and B-3 may be assigned to
indicate finer distinction within the B category.
C Obligations are currently vulnerable to nonpayment and are dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on
the obligation.
D Obligations are in payment default. This rating category is used when payments on an
obligation are not made on the date due even if the applicable grace period has not expired, unless
Standard & Poors believes that such payments will be made during such grace period. The D
rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligors capacity to repay foreign currency obligations may be
lower than its capacity to repay obligations in its local currency due to the sovereign
governments own relatively lower capacity to repay external versus domestic debt. These sovereign
risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign
Currency issuer ratings are also
1-A
distinguished from local currency issuer ratings to identify those instances where sovereign
risks make them different for the same issuer.
Moodys Investors Service (Moodys) short-term ratings are opinions of the ability of
issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations generally have an original
maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated
issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay
short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay
short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay
short-term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the
Prime rating categories.
Fitch, Inc. / Fitch Ratings Ltd. (Fitch) short-term ratings scale applies to foreign
currency and local currency ratings. A short-term rating has a time horizon of less than 13 months
for most obligations, or up to three years for U.S. public finance, in line with industry
standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that
are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis
on the liquidity necessary to meet financial commitments in a timely manner. The following
summarizes the rating categories used by Fitch for short-term obligations:
F1 Securities possess the highest credit quality. This designation indicates the
strongest capacity for timely payment of financial commitments; may have an added + to denote any
exceptionally strong credit feature.
F2 Securities possess good credit quality. This designation indicates a satisfactory
capacity for timely payment of financial commitments, but the margin of safety is not as great as
in the case of the higher ratings.
F3 Securities possess fair credit quality. This designation indicates that the capacity
for timely payment of financial commitments is adequate; however, near term adverse changes could
result in a reduction to non investment grade.
B Securities possess speculative credit quality. This designation indicates minimal
capacity for timely payment of financial commitments, plus vulnerability to near term adverse
changes in financial and economic conditions.
2-A
C Securities possess high default risk. Default is a real possibility. This designation
indicates a capacity for meeting financial commitments which is solely reliant upon a sustained,
favorable business and economic environment.
D Indicates an entity or sovereign that has defaulted on all of its financial obligations.
NR This designation indicates that Fitch does not publicly rate the associated issuer or
issue.
WD This designation indicates that the rating has been withdrawn and is no longer
maintained by Fitch.
The following summarizes the ratings used by Dominion Bond Rating Service Limited (DBRS) for
commercial paper and short-term debt:
R-1 (high) Short-term debt rated R-1 (high) is of the highest credit quality, and
indicates an entity possessing unquestioned ability to repay current liabilities as they fall due.
Entities rated in this category normally maintain strong liquidity positions, conservative debt
levels, and profitability that is both stable and above average. Companies achieving an R-1
(high) rating are normally leaders in structurally sound industry segments with proven track
records, sustainable positive future results, and no substantial qualifying negative factors. Given
the extremely tough definition DBRS has established for an R-1 (high), few entities are strong
enough to achieve this rating.
R-1 (middle) Short-term debt rated R-1 (middle) is of superior credit quality and, in
most cases, ratings in this category differ from R-1 (high) credits by only a small degree. Given
the extremely tough definition DBRS has established for the R-1 (high) category, entities rated
R-1 (middle) are also considered strong credits, and typically exemplify above average strength
in key areas of consideration for the timely repayment of short-term liabilities.
R-1 (low) Short-term debt rated R-1 (low) is of satisfactory credit quality. The overall
strength and outlook for key liquidity, debt and profitability ratios are not normally as favorable
as with higher rating categories, but these considerations are still respectable. Any qualifying
negative factors that exist are considered manageable, and the entity is normally of sufficient
size to have some influence in its industry.
R-2 (high) Short-term debt rated R-2 (high) is considered to be at the upper end of
adequate credit quality. The ability to repay obligations as they mature remains acceptable,
although the overall strength and outlook for key liquidity, debt, and profitability ratios is not
as strong as credits rated in the R-1 (low) category. Relative to the latter category, other
shortcomings often include areas such as stability, financial flexibility, and the relative size
and market position of the entity within its industry.
R-2 (middle) Short-term debt rated R-2 (middle) is considered to be of adequate credit
quality. Relative to the R-2 (high) category, entities rated R-2 (middle) typically have some
combination of higher volatility, weaker debt or liquidity positions, lower future cash flow
capabilities,
3-A
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-tern debt rated R-5 is highly speculative. There is a reasonably high level of
uncertainty as to the ability of the entity to repay the obligations on a continuing basis in the
future, especially in periods of economic recession or industry adversity. In some cases, short
term debt rated R-5 may have challenges that if not corrected, could lead to default.
D A security rated D implies the issuer has either not met a scheduled payment or the
issuer has made it clear that it will be missing such a payment in the near future. In some cases,
DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace
periods may exist in the underlying legal documentation. Once assigned, the D rating will
continue as long as the missed payment continues to be in arrears, and until such time as the
rating is suspended, discontinued, or reinstated by DBRS.
Long-Term Credit Ratings
The following summarizes the ratings used by Standard & Poors for long-term issues:
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors. The
obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only to a small
degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
4-A
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.
5-A
NR This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poors does not rate a particular
obligation as a matter of policy.
Local Currency and Foreign Currency Risks Country risk considerations are a standard part of
Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a
key factor in this analysis. An obligors capacity to repay foreign currency obligations may be
lower than 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.
6-A
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 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.
7-A
The following summarizes the ratings used by DBRS for long-term debt:
AAA Long-term debt rated AAA is of the highest credit quality, with exceptionally
strong protection for the timely repayment of principal and interest. Earnings are considered
stable, the structure of the industry in which the entity operates is strong, and the outlook for
future profitability is favorable. There are few qualifying factors present which would detract
from the performance of the entity. The strength of liquidity and coverage ratios is unquestioned
and the entity has established a creditable track record of superior performance. Given the
extremely high standard which DBRS has set for this category, few entities are able to achieve a
AAA rating.
AA Long-term debt rated AA is of superior credit quality, and protection of interest and
principal is considered high. In many cases they differ from long-term debt rated AAA only to a
small degree. Given the extremely restrictive definition DBRS has for the AAA category, entities
rated AA are also considered to be strong credits, typically exemplifying above-average strength
in key areas of consideration and unlikely to be significantly affected by reasonably foreseeable
events.
A Long-term debt rated A is of satisfactory credit quality. Protection of interest and
principal is still substantial, but the degree of strength is less than that of AA rated
entities. While A is a respectable rating, entities in this category are considered to be more
susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated
securities.
BBB Long-term debt rated BBB is of adequate credit quality
.
Protection of interest and
principal is considered acceptable, but the entity is fairly susceptible to adverse changes in
financial and economic conditions, or there may be other adverse conditions present which reduce
the strength of the entity and its rated securities.
BB
Long-term debt rated BB is defined to be speculative and non-investment grade, where
the degree of protection afforded interest and principal is uncertain, particularly during periods
of economic recession. Entities in the BB range typically have limited access to capital markets
and additional liquidity support. In many cases, deficiencies in critical mass, diversification,
and competitive strength are additional negative considerations.
B Long-term debt rated B is highly speculative and there is a reasonably high level of
uncertainty as to the ability of the entity to pay interest and principal on a continuing basis in
the future, especially in periods of economic recession or industry adversity.
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
8-A
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:
|
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Amortization schedule-the larger the final maturity relative to other
maturities, the more likely it will be treated as a note; and
|
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Source of payment-the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note.
|
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.
9-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.
10-A
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.
DBRS credit ratings are not buy, hold or sell recommendations, but rather the result of qualitative
and quantitative analysis focusing solely on the credit quality of the issuer and its underlying
obligations.
11-A
APPENDIX B
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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1-B
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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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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.
2-B
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:
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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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3-B
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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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
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4-B
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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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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
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5-B
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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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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).
6-B
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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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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7-B
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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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8-B
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.
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
9-B
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;
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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;
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There is a two-year minimum holding period for sale proceeds (cash or stock) for all
participants.
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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
10-B
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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Establishes performance targets for each plan financial metric relative to the
performance of the companys peer companies;
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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.
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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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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.
11-B
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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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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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
Consumer Lending
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:
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Whether the company has adequately disclosed mechanisms to prevent abusive lending
practices;
|
|
12-B
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Whether the company has adequately disclosed the financial risks of the lending products
in question;
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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;
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The companys existing initiatives to provide its products to needy consumers;
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Whether the proposal focuses on specific products or geographic regions.
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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:
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The company already discloses similar information through existing reports or policies
such as a supplier code of conduct and/or a sustainability report;
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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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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:
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Current regulations in the markets in which the company operates;
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Recent significant controversy, litigation, or fines stemming from toxic chemicals or
ingredients at the company; and
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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:
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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;
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The companys level of disclosure is comparable to or better than information provided
by industry peers; and
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There are no significant fines, penalties, or litigation associated with the companys
environmental performance.
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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
13-B
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.
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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:
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Recent significant controversy or litigation related to the companys political
contributions or governmental affairs; and
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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.
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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:
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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
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|
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.
14-B
APPENDIX C
BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
Goldman Sachs is noted for its Business Principles, which guide all of the firms activities and
serve as the basis for its distinguished reputation among investors worldwide.
Our clients interests always come first.
Our experience shows that if we serve our clients
well, our own success will follow.
Our assets are our people, capital and reputation.
If any of these is ever diminished, the
last is the most difficult to restore. We are dedicated to complying fully with the letter and
spirit of the laws, rules and ethical principles that govern us. Our continued success depends
upon unswerving adherence to this standard.
We take great pride in the professional quality of our work.
We have an uncompromising
determination to achieve excellence in everything we undertake. Though we may be involved in a
wide variety and heavy volume of activity, we would, if it came to a choice, rather be best than
biggest.
We stress creativity and imagination in everything we do.
While recognizing that the old way
may still be the best way, we constantly strive to find a better solution to a clients problems.
We pride ourselves on having pioneered many of the practices and techniques that have become
standard in the industry.
We make an unusual effort to identify and recruit the very best person for every job.
Although our activities are measured in billions of dollars, we select our people one by one. In a
service business, we know that without the best people, we cannot be the best firm.
We offer our people the opportunity to move ahead more rapidly than is possible at most other
places.
We have yet to find limits to the responsibility that our best people are able to assume.
Advancement depends solely on ability, performance and contribution to the Firms success, without
regard to race, color, religion, sex, age, national origin, disability, sexual orientation, or any
other impermissible criterion or circumstance.
We stress teamwork in everything we do.
While individual creativity is always encouraged, we
have found that team effort often produces the best results. We have no room for those who put
their personal interests ahead of the interests of the Firm and its clients.
The dedication of our people to the Firm and the intense effort they give their jobs are
greater than one finds in most other organizations.
We think that this is an important part of our
success.
Our profits are a key to our success.
They replenish our capital and attract and keep our
best people. It is our practice to share our profits generously with all who helped create them.
Profitability is crucial to our future.
We consider our size an asset that we try hard to preserve.
We want to be big enough to
undertake the largest project that any of our clients could contemplate, yet small enough to
maintain the loyalty, the intimacy and the esprit de corps that we all treasure and that contribute
greatly to our success.
1-C
We constantly strive to anticipate the rapidly changing needs of our clients and to develop
new services to meet those needs.
We know that the world of finance will not stand still and that
complacency can lead to extinction.
We regularly receive confidential information as part of our normal client relationships.
To
breach a confidence or to use confidential information improperly or carelessly would be
unthinkable.
Our business is highly competitive, and we aggressively seek to expand our client
relationships.
However, we must always be fair to competitors and must never denigrate other
firms.
Integrity and honesty are the heart of our business.
We expect our people to maintain high
ethical standards in everything they do, both in their work for the firm and in their personal
lives.
2-C
Goldman, Sachs & Co.s History of Excellence
1869
Is founded by Marcus Goldman
1882
Becomes a private partnership when Samuel Sachs joins the firm
1896
Joins New York Stock Exchange
1906
Takes Sears public
1925
Finances Warner Brothers to develop sound in movies
1933-69
Senior Partner Sidney J. Weinberg serves as adviser to five presidents: Roosevelt, Truman,
Eisenhower, Kennedy, and Johnson
1956
Co-manages Fords initial public offering, the largest IPO to date
1985
Senior Partner John C. Whitehead named Deputy Secretary of State
1986
Takes Microsoft public
1988
Goldman Sachs Asset Management (GSAM) is established, formalizing the asset management capability
that Goldman Sachs initiated in 1981 by managing money market funds for institutional clients; 50
employees
1995
Senior Partner Robert E. Rubin named Treasury Secretary
1996
GSAM acquires CIN Management ($23 B)
3-C
1997
Launches web site that delivers trading ideas, research reports, and analytical tools to clients
worldwide
GSAM acquires Commodities Corp. ($1.6 B in hedge fund assets); Acquires Liberty Investment
Management ($6B in growth assets)
1998
Takes ebay public
1999
Goldman, Sachs & Co. becomes a public company
2001
GSAM assets under management pass $300B mark
2002
Advises and services 45% of the Forbes 400
1
Growth Team is awarded the years single largest U.S. institutional mandate
2003
Acquires The Ayco Company, L.P.; Announces it will combine Australian operation with JBWere to form
Goldman Sachs JBWere
2006
May 2006 Goldman Sachs Celebrates 25 years in Money Fund Industry
GSAM assets under management total approximately $575B; 1,100 professionals worldwide
1.
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Source: Forbes.com, October 2003. Reprinted by permission of Forbes Magazine© 2004 Forbes
Inc.
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4-C
APPENDIX D
Statement of Intention
(applicable only to Class A Shares)
If a shareholder anticipates purchasing within a 13-month period Class A Shares of a Portfolio
alone or in combination with Class A Shares of another Goldman Sachs Fund in the amount of $50,000
or more, the shareholder may obtain shares of the Portfolio at the same reduced sales charge as
though the total quantity were invested in one lump sum by checking and filing the Statement of
Intention in the Account Application. Income dividends and capital gain distributions taken in
additional shares, as well as any appreciation on shares previously purchased, will not apply
toward the completion of the Statement of Intention.
To ensure that the reduced price will be received on future purchases, the investor must
inform Goldman Sachs that the Statement of Intention is in effect each time shares are purchased.
Subject to the conditions mentioned below, each purchase will be made at the public offering price
applicable to a single transaction of the dollar amount specified on the Account Application. The
investor makes no commitment to purchase additional shares, but if the investors purchases within
13 months plus the value of shares credited toward completion do not total the sum specified, the
investor will pay the increased amount of the sales charge prescribed in the Escrow Agreement.
Escrow Agreement
Out of the initial purchase (or subsequent purchases if necessary), 5% of the dollar amount
specified on the Account Application will be held in escrow by the Transfer Agent in the form of
shares registered in the investors name. All income dividends and capital gains distributions on
escrowed shares will be paid to the investor or to his or her order. When the minimum investment
so specified is completed (either prior to or by the end of the 13th month), the investor will be
notified and the escrowed shares will be released.
If the intended investment is not completed, the investor will be asked to remit to Goldman
Sachs any difference between the sales charge on the amount specified and on the amount actually
attained. If the investor does not within 20 days after written request by Goldman Sachs pay such
difference in the sales charge, the Transfer Agent will redeem, pursuant to the authority given by
the investor in the Account Application, an appropriate number of the escrowed shares in order to
realize such difference. Shares remaining after any such redemption will be released by the
Transfer Agent.
1-D
PART C: OTHER INFORMATION
Item 23. Exhibits
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(a)
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(1
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)
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Agreement and Declaration of Trust dated January 28, 1997
1
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(2
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)
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Amendment No. 1 dated April 24, 1997 to Agreement and
Declaration of Trust January 28, 1997
2
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(3
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)
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Amendment No. 2 dated July 21, 1997 to Agreement and
Declaration of Trust dated January 28, 1997
2
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(4
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)
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Amendment No. 3 dated October 21, 1997 to the Agreement and
Declaration of Trust dated January 28, 1997
3
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|
|
|
|
|
|
|
|
(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-2
|
|
|
|
|
|
|
|
|
|
(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-3
|
|
|
|
|
|
|
|
|
|
(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
/
|
|
|
|
|
|
|
|
|
|
|
|
(50
|
)
|
|
Amendment No. 49 dated June 19, 2008 to the Agreement and
Declaration of Trust dated January 28, 1997
31
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(51
|
)
|
|
Amendment No. 50 dated August 14, 2008 to the Agreement and
Declaration of Trust dated January 28, 1997 (filed herewith)
|
|
|
|
|
|
|
|
|
(b)
|
|
|
(1
|
)
|
|
Amended and Restated By-laws of the Delaware business trust dated
January 28, 1997
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-4
|
|
|
|
|
|
|
|
(c)
|
|
|
Instruments defining the rights of holders of Registrants shares of beneficial
interest
32
/
|
|
|
|
|
|
|
|
|
(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
/
|
|
|
|
|
|
|
|
|
|
|
(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
33
/
|
|
|
|
|
|
|
|
|
|
|
|
(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
34
/
|
|
|
|
|
|
|
|
|
|
|
|
(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)
35
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
35
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
35
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
35
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
35
/
|
|
|
|
|
|
|
|
|
|
|
|
(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
/
|
C-5
|
|
|
|
|
|
|
|
|
|
(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 Funds
20
/
|
|
|
|
|
|
|
|
|
|
|
(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
36
/
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
C-6
|
|
|
|
|
|
|
|
(g)
|
|
|
(1
|
)
|
|
Custodian Agreement dated July 15, 1991, between Registrant and State
Street Bank and Trust Company
37
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
Amendment dated May 28, 1981 to the Custodian Agreement
referred to above as Exhibit (g)(2)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
38
/
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
Letter Agreement between Registrant and State Street Bank and
Trust Company, on behalf of Goldman Sachs Institutional Liquid Assets,
pertaining to the latters
|
C-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
designation of Security Pacific National Bank as its subcustodian and
certain other matters
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
38
/
|
|
|
|
|
|
|
|
|
|
|
|
(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)
39
/
|
|
|
|
|
|
|
|
|
|
|
|
(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
/
|
C-8
|
|
|
|
|
|
|
|
|
|
(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
/
|
|
|
|
|
|
|
|
|
|
|
(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
40
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(37
|
)
|
|
Amendment to the Custodian Agreement dated July 15, 1991
between Registrant and State Street Bank and Trust Company
40
/
|
|
|
|
|
|
|
|
|
|
|
|
(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.
41
/
|
|
|
|
|
|
|
|
|
|
(h)
|
|
|
(1
|
)
|
|
Wiring Agreement dated June 20, 1987 among Goldman, Sachs & Co., State
Street Bank and Trust Company and The Northern Trust Company
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
Letter Agreement dated June 20, 1987 regarding use of checking
account between Registrant and The Northern Trust Company
38
/
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
Transfer Agency Agreement dated August 9, 2007 between
Registrant and Goldman, Sachs & Co.
42
/
|
|
|
|
|
|
|
|
|
|
|
|
(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
36
/
|
|
|
|
|
|
|
|
|
|
|
|
(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
/
|
C-9
|
(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
36
/
|
|
|
|
(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.
43
/
|
|
|
|
|
(11)
|
|
Goldman Sachs Cash Management Shares Service Plan amended and
restated as of February 4, 2004
44
/
|
|
|
|
|
(12)
|
|
Goldman Sachs FST Select Class Select Plan amended and restated
as of February 4, 2004
43
/
|
|
|
|
|
(13)
|
|
Goldman Sachs FST Administration Class Administration Plan
amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(14)
|
|
Goldman Sachs ILA Administration Class Administration Plan
amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(15)
|
|
Goldman Sachs FST Preferred Class Preferred Administration Plan
amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(16)
|
|
Goldman Sachs Administration Class Administration Plan amended
and restated as of February 4, 2004
43
/
|
|
|
|
|
(17)
|
|
Goldman Sachs Institutional Liquid Assets Service Class Service
Plan and Shareholder Administration Plan amended and restated as of February 4,
2004
43
/
|
|
|
|
|
(18)
|
|
Goldman Sachs Service Class Service Plan and Shareholder
Administration Plan amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(19)
|
|
Goldman Sachs Cash Portfolio Administration
Class Administration Plan amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(20)
|
|
Goldman Sachs Cash Portfolio Preferred Class Preferred
Administration Plan amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(21)
|
|
Goldman Sachs FST Capital Administration Class Capital
Administration Plan amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(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)
43
/
|
|
|
|
|
(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)
43
/
|
|
C-10
|
|
(24)
|
|
Goldman Sachs FST Service Class Service Plan and Shareholder
Administration Plan amended and restated as of February 4, 2004
43
/
|
|
|
|
|
(25)
|
|
Mutual Funds Service Agreement dated June 30, 2006 between
Registrant and J.P. Morgan Investor Services Co.
41
/
|
|
|
(i)
|
|
Opinion and Consent of Dechert LLP
36
/
|
|
(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
43
/
|
|
|
|
|
(3)
|
|
Class C Distribution and Service Plan amended and restated as
of February 4, 2004
43
/
|
|
|
|
|
(4)
|
|
Cash Management Shares Plan of Distribution pursuant to
Rule 12b-1 amended and restated as of February 4, 2004
43
/
|
|
|
|
(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
45
/
|
|
|
|
|
(3)
|
|
Power of Attorney for John M. Perlowski
46
/
|
|
|
|
|
(4)
|
|
Power of Attorney for James A. McNamara
47
/
|
|
|
|
|
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.
|
C-11
|
|
|
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.
|
|
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.
|
C-12
|
|
|
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
/
|
|
Incorporated by reference from Post-Effective Amendment No. 205 to the Registrants
registration statement, SEC File No. 33-17619, filed July 29, 2008.
|
|
|
|
32
/
|
|
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).
|
|
|
|
33
/
|
|
Incorporated by reference from Post-Effective Amendment No. 48 to the Registrants
registration statement, SEC File No. 33-17619, filed November 25, 1998.
|
|
|
|
34
/
|
|
Incorporated by reference from Post-Effective Amendment No. 195 to the Registrants
registration statement, SEC File No. 33-17619, filed February 29, 2008.
|
|
|
|
35
/
|
|
Incorporated by reference from Post-Effective Amendment No. 83 to the Registrants
registration statement, SEC File No. 33-17619, filed June 13, 2003.
|
|
|
|
36
/
|
|
Incorporated by reference from Post-Effective Amendment No. 198 to the Registrants
registration statement, SEC File No. 33-17619, filed April 28, 2008.
|
|
|
|
37
/
|
|
Incorporated by reference from Post-Effective Amendment No. 26 to the Registrants
registration statement, SEC File No. 33-17619, filed December 29, 1995.
|
|
|
|
38
/
|
|
Incorporated by reference from Post-Effective Amendment No. 43 to the Registrants
registration statement, SEC File No. 33-17619, filed March 2, 1998.
|
|
|
|
39
/
|
|
Incorporated by reference from Post-Effective Amendment No. 59 to the Registrants
registration statement, SEC File No. 33-17619, filed December 1, 1999.
|
|
|
|
40
/
|
|
Incorporated by reference from Post-Effective Amendment No. 75 to the Registrants
registration statement, SEC File No. 33-17619, filed April 15, 2002.
|
|
|
|
41
/
|
|
Incorporated by reference from Post-Effective Amendment No. 149 to the Registrants
registration statement, SEC File No. 33-17619, filed January 19, 2007.
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C-13
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42/
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Incorporated by reference from Post-Effective Amendment No. 175 to the Registrants
registration statement, SEC File No. 33-17619, filed December 10, 2007.
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43
/
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Incorporated by reference from Post-Effective Amendment No. 86 to the Registrants
registration statement, SEC File No. 33-17619, filed February 24, 2004.
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44
/
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Incorporated by reference from Post-Effective Amendment No. 118 to the Registrants
registration statement, SEC File No. 811-05349, filed February 17, 2006.
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45
/
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Incorporated by reference from Post-Effective Amendment No. 161 to the Registrants
registration statement, SEC File No. 33-17619, filed August 10, 2007.
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46
/
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Incorporated by reference from Post-Effective Amendment No. 119 to the Registrants
registration statement, SEC File No. 33-17619, filed February 28, 2006.
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47
/
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Incorporated by reference from Post-Effective Amendment No. 171 to the Registrants
registration statement, SEC File No. 33-17619, filed November 9, 2007.
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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 and the Short
Duration Government Fund) 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 and the Short
Duration Government Fund provides that the ILA Portfolios and the Short Duration Government Fund
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
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-14
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.
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Name and Position with
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Name and Address of Other
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Connection with
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the Investment Advisers
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Company
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Other Company
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John S. Weinberg
Managing Director-
GSAM LP
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The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
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Vice Chairman
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Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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Managing Director
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Lloyd C. Blankfein
Managing Director-
GSAM LP
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The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
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Chairman, Chief Executive
Officer and Director
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Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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Managing Director
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Item 27. Principal Underwriters
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(a)
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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.
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(b)
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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
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Name and Principal
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Business Address
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Position with Goldman, Sachs & Co.
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Lloyd C. Blankfein (1)
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Chairman and Chief Executive Officer
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Alan M. Cohen (2)
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Global Head of Compliance, Managing Director
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Gary D. Cohn (1)
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Managing Director
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Christopher A. Cole (1)
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Managing Director
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Edith Cooper (2)
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Managing Director
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Gordon E. Dyal (3)
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Managing Director
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Edward K. Eisler (4)
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Managing Director
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J. Michael Evans (2)
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Managing Director
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Edward C. Forst (1)
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Managing Director
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Richard A. Friedman (1)
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Managing Director
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Richard J. Gnodde (5)
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Managing Director
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David B. Heller (2)
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Managing Director
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Kevin W. Kennedy (1)
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Managing Director
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Gwen R. Libstag (1)
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Managing Director
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Masanori Mochida (6)
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Managing Director
|
C-15
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Name and Principal
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Business Address
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Position with Goldman, Sachs & Co.
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Donald R. Mullen, Jr. (2)
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Managing Director
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Gregory K. Palm (1)
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General Counsel and Managing Director
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John F.W. Rogers (1)
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Managing Director
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Richard M. Ruzika (1)
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Managing Director
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Pablo J. Salame (4)
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Managing Director
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Harvey M. Schwartz (2)
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Managing Director
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Michael S. Sherwood (4)
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Managing Director
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David M. Solomon (2)
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|
Managing Director
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Marc Spilker (2)
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|
Managing Director
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Esta Stecher (2)
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|
General Counsel and Managing Director
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David A. Viniar (7)
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Managing Director
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John S. Weinberg (1)
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Managing Director
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Jon Winkelried (3)
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Managing Director
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Yoel Zaoui (3)
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Managing Director
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(1)
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85 Broad Street, New York, NY 10004
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(2)
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One New York Plaza, New York, NY 10004
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(3)
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Peterborough Court, 133 Fleet Street, London EC4A 2BB, England
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(4)
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River Court, 120 Fleet Street, London EC4A 2QQ, England
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(5)
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Cheung Kong Center, 68
th
Floor, 2 Queens Road Central, Hong Kong, China
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(6)
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12-32, Akasaka I-chome, Minato-Ku, Tokyo 107-6006, Japan
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(7)
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10 Hanover Square, New York, NY 10005
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(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,
MA 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-16
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. 206 under Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 206 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
27
th
day of August, 2008.
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|
GOLDMAN SACHS TRUST
(A Delaware statutory trust)
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By:
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/s/ Peter V. Bonanno
Peter V. Bonanno
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Secretary
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|
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.
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Name
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Title
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Date
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1
James A. McNamara
James A. McNamara
|
|
President (Chief
Executive Officer)
and Trustee
|
|
August 27, 2008
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|
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1
John M. Perlowski
John M. Perlowski
|
|
Treasurer
(Principal
Accounting Officer
and Principal
Financial Officer)
and Senior Vice
President
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|
August 27, 2008
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Chairman and Trustee
|
|
August 27, 2008
|
Ashok N. Bakhru
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Trustee
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|
August 27, 2008
|
John P. Coblentz, Jr.
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1
Diana M. Daniels
Diana M. Daniels
|
|
Trustee
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|
August 27, 2008
|
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Trustee
|
|
August 27, 2008
|
Patrick T. Harker
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1
Jessica Palmer
Jessica Palmer
|
|
Trustee
|
|
August 27, 2008
|
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Trustee
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|
August 27, 2008
|
Alan A. Shuch
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Trustee
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August 27, 2008
|
Richard P. Strubel
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By:
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/s/ Peter V. Bonanno
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Peter V. Bonanno,
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Attorney-In-Fact
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1
|
|
Pursuant to powers of attorney previously filed.
|
C-17
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
18, 2008.
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 V. Bonanno, James A. Fitzpatrick, James A. McNamara
and John M. Perlowski, jointly and severally, their attorneys-in-fact, each with power of
substitution, for said Trustees and Officers in any and all capacities to sign the Registration
Statement under the Securities Act of 1933 and the Investment Company Act of 1940 of the 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 may have caused to be done by virtue hereof.
Dated:
August 27, 2008
|
|
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|
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|
|
/s/ Peter V. Bonanno
|
|
|
Peter V. Bonanno,
|
|
|
Secretary
|
|
Exhibit Index
|
|
(a)
|
|
(51) Amendment No. 50 dated August 14, 2008 to the Agreement and the Declaration of Trust
dated January 28, 1997
|
|