<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Goldman Sachs Money Market Trust
4900 Sears Tower
Chicago, Illinois 60606
------------------------------------------------------------------
(Name of Registrant as specified in its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 011:* N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid: N/A
2) Form, schedule or Registration statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
Goldman Sachs Money Market Trust
Institutional Liquid Assets Portfolios
February 13, 1997
Dear Unitholder:
You are cordially invited to attend a Special Meeting of Unitholders of
Goldman Sachs Money Market Trust, to be held on Monday, April 1, 1997 at 9:00
a.m., Chicago time, at the offices of Goldman, Sachs & Co. located at 4900 Sears
Tower, Chicago, Illinois 60606.
At this important meeting, you will be asked to consider and take action
on the election of Trustees and the ratification of the selection of independent
public accountants, Arthur Andersen LLP. In addition, you will be asked to
approve changes to the investment restrictions and policies of the Portfolios
and the organization of the Portfolios. We believe that the proposals are
important and will allow us to improve the Portfolios' operations, simplify
disclosure and, hopefully, attract more investment dollars. You should carefully
read the Proxy Statement that discusses each proposal in detail. The formal
Notice of Special Meeting of Unitholders and the Proxy Statement setting forth
in detail the matters to come before the meeting are attached hereto, and a form
of Proxy is enclosed for your use.
First, the conversion of the Portfolios into series of a newly formed
Delaware business trust will be proposed. As discussed in the accompanying Proxy
Statement, such conversions will not result in any change to the assets, fees or
policies of the Portfolios; however, the Trustees believe that organizing the
Portfolios as series of a Delaware business trust offers certain advantages.
These advantages include a clear limitation on unitholder liability, greater
flexibility for the Trustees to take actions without the cost and delay of a
unitholders meeting and the potential for cost savings.
Second, you will be asked to authorize each Portfolio to invest
substantially all of its assets in another open-end investment company with the
same investment objectives and policies as the Portfolio. Again, the Trustees
believe that the ability to adopt such a structure offers the potential for
greater efficiencies and flexibility. While the Portfolios have no immediate
plan to adopt such a structure, considering this proposal now will eliminate the
need and expense of further shareholder action.
Finally, the Trustees propose amending and restating the Portfolios'
investment restrictions. Certain of the Portfolios' investment restrictions were
required by state laws that no longer are applicable to the Portfolios or are
more restrictive than required by federal law. The amended restrictions will
expand the range of investment opportunities and techniques available to the
Portfolios without changing the Portfolios' investment objectives or risk
profile. Also, by adopting a uniform set of restrictions, compliance and
disclosure relating to these restrictions can be simplified.
THE TRUSTEES HAVE UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS APPROVE EACH
ITEM TO BE ACTED UPON AT THE MEETING.
The continuing interest of the unitholders in the affairs of the
Portfolios is gratefully acknowledged, and we hope that many of you will plan to
attend the Special Meeting.
<PAGE>
Whether or not you expect to attend the meeting, it is important that
your shares be represented. Therefore, I urge you to vote FOR the nominees for
election as Trustees and each of the other proposals contained in the Proxy
Statement.
Sincerely,
Douglas C. Grip
President
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST (THE "TRUST")
INSTITUTIONAL LIQUID ASSETS-PRIME OBLIGATIONS PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-GOVERNMENT PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TREASURY OBLIGATIONS PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-MONEY MARKET PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-FEDERAL PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TREASURY INSTRUMENTS PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TAX-EXEMPT DIVERSIFIED PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TAX-EXEMPT NEW YORK PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TAX-EXEMPT CALIFORNIA PORTFOLIO
4900 SEARS TOWER
CHICAGO, ILLINOIS 60606
NOTICE OF SPECIAL MEETING OF UNITHOLDERS
TO BE HELD APRIL 1, 1997
A Special Meeting of Unitholders of each Portfolio (the "Meeting")
referred to above (the "Portfolios") will be held on April 1, 1997, at 9:00 a.m.
(Chicago time) at the offices of Goldman, Sachs & Co. located at 4900 Sears
Tower, Chicago, Illinois 60606, for the following purposes:
(1) WITH RESPECT TO THE TRUST, to elect nine Trustees;
(2) WITH RESPECT TO THE TRUST, to ratify or reject the selection of Arthur
Andersen LLP as Independent Accountants of the Trust for the fiscal
year ending December 31, 1997;
(3) WITH RESPECT TO EACH PORTFOLIO, to approve an Agreement and Plan of
Reorganization pursuant to which each Portfolio will be reorganized as
a series of the Goldman Sachs Trust, a Delaware business trust;
(4) WITH RESPECT TO EACH PORTFOLIO, (a) to approve an amendment to each
Portfolio's fundamental investment restrictions to permit each
Portfolio to invest substantially all of its assets in another open-
end investment company and (b) to amend the Trust's Declaration of
Trust to permit such an investment without shareholder approval;
(5) WITH RESPECT TO EACH PORTFOLIO, to amend certain of the Portfolios'
investment restrictions;
(6) WITH RESPECT TO THE TAX-EXEMPT DIVERSIFIED, TAX-EXEMPT NEW YORK AND
TAX-EXEMPT CALIFORNIA PORTFOLIOS, to amend a fundamental policy;
and
(7) To transact such other business as may properly come before the Meeting
and any adjournment or adjournments thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSALS
RELATING TO YOUR PORTFOLIO(S).
Unitholders of record of each Portfolio at the close of business on
January 31, 1997 will be entitled to vote at the Meeting or at any adjournment
or adjournments thereof. The proxy statement and proxy card are being mailed to
Unitholders on or about February 13, 1997.
It is important that you return your signed and dated Proxy Card
promptly, regardless of the size of your holdings, so that a quorum may be
assured.
<PAGE>
By Order of the Board of Trustees of
Goldman Sachs Money Market Trust,
Michael J. Richman, Secretary
February 13, 1997
PLEASE COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE UNITS HELD BY YOU
AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE
RECORDED. NO POSTAGE IS REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
YOUR PROMPT RETURN OF YOUR PROXY OR PROXIES MAY SAVE THE TRUST THE NECESSITY AND
EXPENSE OF FURTHER SOLICITATIONS. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR
UNITS IN PERSON.
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
INSTITUTIONAL LIQUID ASSETS-PRIME OBLIGATIONS PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-GOVERNMENT PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TREASURY OBLIGATIONS PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-MONEY MARKET PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-FEDERAL PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TREASURY INSTRUMENTS PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TAX-EXEMPT DIVERSIFIED PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TAX-EXEMPT NEW YORK PORTFOLIO
INSTITUTIONAL LIQUID ASSETS-TAX-EXEMPT CALIFORNIA PORTFOLIO
4900 SEARS TOWER
CHICAGO, ILLINOIS 60606
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees (collectively, the "Trustees")
of Goldman Sachs Money Market Trust (the "Trust") to be used at a Special
Meeting of Unitholders of the series of the Trust listed above (the
"Portfolios") to be held at the offices of Goldman, Sachs & Co. ("Goldman
Sachs"), 4900 Sears Tower, Chicago, Illinois 60606, on Monday, April 1, 1997, at
9:00 a.m. (Chicago time) for the purposes set forth in the accompanying Notice
of Meeting. Such meeting and any adjournment thereof is referred to as the
"Meeting."
The Trustees have fixed the close of business on January 31, 1997 as the
record date (the "Record Date") for determining the Unitholders of each
Portfolio entitled to notice of and to vote at the Meeting. Unitholders of
record of each Portfolio on the Record Date are entitled to one vote per unit at
the Meeting or any adjournment of the Meeting relating to their Portfolio.
Appendix A hereto sets forth the number of Units of beneficial interest
of each class of each Portfolio outstanding as of January 31, 1997. Appendix B
hereto sets forth the persons who owned beneficially or of record more than 5%
of any class of Units of any Portfolio as of January 31, 1997.
Proxies will be solicited by mail and may also be solicited in person or
by telephone by officers of Goldman Sachs or Goldman Sachs Asset Management
("GSAM") and by the Trustees. In addition, the Trust's transfer agent, Goldman
Sachs, will solicit proxies in person and/or by telephone at a cost to each
Portfolio of between $____ and $____. The transfer agent may engage an
independent proxy solicitation firm to assist it in soliciting proxies.
The following table summarizes the proposals to be voted on at the
Meeting and indicates those Unitholders who are being solicited with respect to
each proposal. In connection with each of the matters set forth in the attached
Notice of Meeting, a Portfolio's classes of Units will vote together as a single
class.
<PAGE>
SUMMARY OF VOTING ON PROPOSALS
Proposal Unitholders Solicited
-------- ---------------------
1. Election of nine Trustees. The Trust with all of its series
(including series of the Trust being
solicited pursuant to a separate
proxy statement) voting as a single
class.
2. Ratification of the selection of Arthur The Trust with all of its series
Andersen LLP as independent accountants (including series of the Trust being
for the fiscal year ending December 31, solicited pursuant to a separate
1997 proxy statement) voting as a single
class.
3. Approval of an Agreement and Plan Each Portfolio voting separately.
of Reorganization pursuant to which
each Portfolio will be reorganized
as a series of Goldman Sachs Trust,
a Delaware business trust.
4. (a) Approval of an amendment to each (a) Each Portfolio voting separately
Portfolio's investment restrictions as to the investment restriction; and
to permit the Portfolio to invest (b) all of the series of the Trust
substantially all of its assets in (including series of the Trust being
another open-end investment company; solicited pursuant to a separate
and (b) approval of a corresponding proxy statement) voting as a single
amendment to the Trust's Declaration class, as to the amendment to the
of Trust. Declaration of Trust.
5.(a)-(i) Approval of amended and Each Portfolio voting separately.
restated investment restrictions.
6. Approval of amendment of a funda- Tax-Exempt Diversified, Tax-Exempt
mental policy. New York and Tax-Exempt California
Portfolios only, each voting
separately.
THE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF ANY PORTFOLIO'S
DECEMBER 31, 1996 ANNUAL UNITHOLDERS REPORT AND COPIES OF THE JUNE 30, 1996
SEMI-ANNUAL UNITHOLDERS REPORT TO ANY UNITHOLDER UPON REQUEST ADDRESSED TO
GOLDMAN, SACHS & CO., 4900 SEARS TOWER, CHICAGO, ILLINOIS 60606 OR BY TELEPHONE
AT 800-621-2550.
This Proxy Statement and the form of Proxy are being first mailed to
Unitholders on or about February 13, 1997.
2
<PAGE>
PROPOSAL 1
----------
ELECTION OF TRUSTEES
At a meeting on January 28, 1997, the Trustees, including the Trustees
who are not "interested persons" (as defined by the Investment Company Act of
1940, as amended (the "1940 Act")) of the Portfolios (the "Independent
Trustees"), voted to approve, and to recommend to the Unitholders that they
approve, a proposal to elect nine (9) Trustees (the "Nominees") to the Board of
Trustees of Goldman Sachs Money Market Trust. Information concerning the
Nominees and other relevant factors is discussed below.
Using the enclosed form of proxy, a Unitholder may authorize the proxies
to vote his or her Units for the Nominees or may withhold from the proxies
authority to vote his or her Units for one or more of the Nominees. If no
contrary instructions are given, the proxies will vote FOR the Nominees. Each of
the Nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any Nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as the Trustees may designate. None of
the Portfolios has any reason to believe that it will be necessary to designate
a substitute Nominee.
INFORMATION CONCERNING NOMINEES
The following table sets forth certain information about each Nominee,
including each Nominee's principal occupation or employment during the past five
years.
NAME, AGE AND POSITIONS PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME
WITH TRUST DURING LAST FIVE YEARS TRUSTEE
- --------------------------------------------------------------------------------
Ashok N. Bakhru (53) Executive Vice President-Finance & 1991
Chairman and Trustee Administration & Chief Financial
Officer, Coty, Inc. (since April
1996); President, ABN Associ-ates
(since June 1994); Senior Vice
President of Scott Paper Company
(until June 1994); Director of
Arkwright-Mutual Insurance Company;
Trustee of International House of
Philadelphia; Member of Cornell
University Council; and Trustee of
the Walnut Street Theater. Mr. Bakhru
has been a Director of Goldman Sachs
Equity Portfolios, Inc. since March
1990 and a Trustee of Goldman Sachs
Trust since November 1991.
David B. Ford (51)* Managing Director, Goldman Sachs 1994
Trustee (since 1996); General Partner,
Goldman Sachs (1996-1986); Co-Head
of GSAM (since December 1994). Mr.
Ford has been a director of Goldman
Sachs Equity Portfolios, Inc. and a
Trustee of Goldman Sachs Trust since
1994.
3
<PAGE>
NAME, AGE AND POSITIONS PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME
WITH TRUST DURING LAST FIVE YEARS TRUSTEE
- --------------------------------------------------------------------------------
Douglas Grip (35)* Vice President, Goldman Sachs (since To be elected
Trustee and President May 1996); President, MFS Retirement in 1997
Services Inc. of Massachusetts
Financial Services (prior thereto).
Mr. Grip has been a Director of
Goldman Sachs Equity Portfolios,
Inc. and a Trustee of Goldman Sachs
Trust since 1996.
John P. McNulty (44)* Managing Director, Goldman Sachs To be elected
Trustee (since 1996); General Partner of in 1997
Goldman Sachs (1990 to 1994 and
1996-1995); Co-Head of GSAM
(since November 1995); Limited
Partner of Goldman Sachs (1994 to
November 1995).
Mary P. McPherson (60) President of Bryn Mawr College To be elected
Trustee (since 1978); Director of Josiah in 1997
Macy, Jr, Foundation (since
1977); Director of the
Philadelphia Contributionship
(since 1985); Director of
Amherst College (since 1986);
Director of Dayton Hudson
Corporation (since 1988);
Director of the Spencer
Foundation (since 1993); and
member of PNC Advisory Board
(since 1993).
Alan A. Shuch (48)* Managing Director, Goldman Sachs 1990
Trustee (since 1996); Limited Partner,
Goldman Sachs (1996-1994);
Director and Vice President of
Goldman Sachs Funds Management,
Inc. (April 1990 to November
1994); President and Chief
Operating Officer, GSAM
(September 1988 to November
1994). Mr. Shuch has been a
Director of Goldman Sachs Equity
Portfolios, Inc. since November
1991 and a Trustee of Goldman
Sachs Trust since November 1991.
Jackson W. Smart (66) Chairman and Chief Executive 1984
Trustee Officer, MSP Communications,
Inc. (a company engaged in radio
broadcasting; since November
1988); Director, Federal Express
Corporation and North American
Private Equity Group (a venture
capital fund). Mr. Smart has
been a Director of Goldman Sachs
Equity Portfolios, Inc. since
November 1991 and a Trustee of
Goldman Sachs Trust since
December 1987.
4
<PAGE>
NAME, AGE AND POSITIONS PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST BECAME
WITH TRUST DURING LAST FIVE YEARS TRUSTEE
- --------------------------------------------------------------------------------
William H. Springer (67) Vice Chairman of Ameritech (a 1989
Trustee telecommunications holding
company; February 1987 to
retirement in August 1992);
Director, American Information
Technologies Corporation;
Director, Walgreen Co. (a retail
drug store business); and Baker,
Fentress & Co. (a closed-end
management investment company;
since April 1992). Mr. Springer
has been a Director of Goldman
Sachs Equity Portfolios, Inc.
since November 1991 and a
Trustee of Goldman Sachs Trust
since November 1991.
Richard P. Strubel (57) Managing Director, Tandem 1987
Trustee Partners, Inc. (since 1990);
President and Chief Executive
Officer, Microdot, Inc. (a
diversified manufac-turer of
fastening systems and
connectors; January 1984 to
October 1994). Mr. Strubel has
been a Director of Goldman Sachs
Equity Portfolios, Inc. since
November 1991 and a Trustee of
Goldman Sachs Trust since
December 1987.
*Messrs. Ford, McNulty, Shuch and Grip are deemed to be "interested persons" of
the Trust for purposes of the 1940 Act because Messrs. Ford, McNulty and Shuch
are Managing Directors of Goldman Sachs and Mr. Grip is a Vice President of
Goldman Sachs.
INFORMATION CONCERNING MEETINGS OF TRUSTEES AND COMMITTEES
The number of Units of beneficial interest of each Portfolio by class
beneficially owned by each of the Nominees, directly or indirectly, as of
January 31, 1997, is set forth in Appendix C hereto.
Five meetings of the Trustees were held during the fiscal year ended
December 31, 1996. No Trustee attended fewer than seventy-five percent of all
meetings of the Board of Trustees and of any committee of which he was a member
held while he was a Trustee during such year.
The Trust has an Audit Committee comprised of all the Independent Trustees.
The Audit Committee of the Trust held two meetings during the fiscal year ended
December 31, 1996. The functions performed by the Audit Committee are to
recommend annually to the entire Board of Trustees a firm of independent
certified public accountants to audit the books and records of the Trust for the
ensuing year; to monitor that firm's performance; and to review with the firm
the scope and results of each audit and determine the need, if any, to extend
audit procedures.
The Trust has a Nominating Committee comprised of all the Independent
Trustees. The Nominating Committee met on January 28, 1997 and no held meetings
during the fiscal year ended December 31, 1996. Included among the functions of
the Nominating Committee is the selection and nomination for appointment and
election of candidates to serve as Trustees who are not "interested persons," as
defined in the 1940 Act. The Committee also coordinates with Trustees who are
interested
5
<PAGE>
persons in the selection and election of Trust officers. The Nominating
Committee does not consider recommendations for Trustee from Unitholders.
REMUNERATION OF TRUSTEES
Since April 24, 1996, each of the Independent Trustees has been
compensated at the rate of $4,500 for each regular board meeting and $500 for
each audit committee meeting, plus an annual fee of $46,500 ($69,750 for the
Chairman) and reimbursement for each Trustee's out-of-pocket expenses. Because
the Trustees also serve as trustees of other funds within the Goldman Sachs
Group of Funds, the Trust bears only its pro rata share of the foregoing meeting
fees and Trustee compensation.
The following table sets forth certain information about the
compensation of each Trustee for the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
Pension or
Retirement Aggregate
Benefits Compensation
Aggregate Accrued as From the
Compensation Part of Goldman
From the Portfolio Sachs Group
Name of Trustee Portfolios Expenses of Funds
- --------------- ------------ ---------- ------------
<S> <C> <C> <C>
Paul Nagel* $18,150 $0 $62,450
Ashok N. Bakhru $22,729 $0 $69,299
Marcia Beck** $0 $0 $0
David B. Ford $0 $0 $0
Alan A. Shuch $0 $0 $0
Jackson W. Smart $18,893 $0 $58,954
William H. Springer $18,893 $0 $58,954
Richard P. Strubel $18,893 $0 $58,954
</TABLE>
* Mr. Nagel retired as Chairman and Trustee of the Trust on June 30, 1996.
** Ms. Beck resigned as President and Trustee of the Trust on May 1, 1996.
OFFICERS
The following table sets forth information with respect to the executive
officers of the Trust. Each officer is elected by the Trustees. Each of the
President, Treasurer and Secretary serves until the next annual meeting of the
Trustees and until his or her successor is chosen and qualified or until his or
her death, resignation, removal or disqualification. Each of the other officers
holds office at the pleasure of the Trustees.
6
<PAGE>
PRINCIPAL OCCUPATION(S) DURING
NAME, POSITION AND AGE PAST FIVE YEARS
- ---------------------- -------------------------------
Douglas Grip (35) Vice President, Goldman Sachs (since May 1996);
President President, MFS Retirement Services Inc. of
Massachusetts Financial Services (prior thereto).
Nancy L. Mucker (47) Vice President, Goldman Sachs (since April
Vice President 1985); Manager, Shareholder Servicing of GSAM
(since November 1989).
John W. Mosior (58) Vice President, Goldman Sachs; Manager,
Vice President Shareholder Servicing of GSAM (since
November 1989).
Pauline Taylor (50) Vice President, Goldman Sachs; Director,
Vice President Shareholder Services of GSAM Funds Group,
(since June 1992).
Scott M. Gilman (37) Director, Mutual Fund Administration of GSAM
Treasurer (since April 1994); Assistant Treasurer of
Goldman Sachs Funds Management, Inc. (since
March 1993); Vice President, Goldman Sachs
(since March 1990).
John M. Perlowski (32) Vice President, Goldman Sachs (since July
Assistant Treasurer 1995); Director, Investors Bank and Trust
Company (November 1993 to July 1995); Audit
Manager of Arthur Andersen, LLP (prior thereto).
Michael J. Richman (36) Associate General Counsel of GSAM (since February
Secretary 1994); Assistant General Counsel and Vice President
of Goldman Sachs; Counsel to the Funds Group of
GSAM (since June 1992); Partner of Hale and Dorr
(September 1991 to June 1992).
Howard B. Surloff (31) Assistant General Counsel and Vice President of
Assistant Secretary Goldman Sachs (since November 1993 and May 1994,
respectively); Counsel to the Funds Group, GSAM
(since November 1993); Associate of Shereff,
Friedman, Hoffman & Goodman (prior thereto).
Kaysie Uniacke (35) Vice President and Senior Portfolio Manager,
Assistant Secretary GSAM (since 1988).
Elizabeth Anderson (27) Portfolio Manager, GSAM (since April 1996); Junior
Assistant Secretary Portfolio Manager, GSAM (1995-1996); Funds Trading
Assistant, GSAM (1993-1995); Compliance Analyst,
Prudential Insurance (1991-1993).
7
<PAGE>
PRINCIPAL OCCUPATION(S) DURING
NAME, POSITION AND AGE PAST FIVE YEARS
- ---------------------- -------------------------------
Steven Hartstein (33) Legal Products Analyst, Goldman Sachs (since June
Assistant Secretary 1993); Funds Compliance Officer, Citibank Global
Asset Management (August 1991 to June 1993).
Deborah Farrell (24) Administrative Assistant, Goldman Sachs (since
Assistant Secretary January 1994). Formerly at Cleary, Gottlieb, Steen
and Hamilton.
Each officer holds comparable positions with certain other investment
companies for which Goldman Sachs or an affiliate acts as the investment adviser
or distributor. As a result of the responsibilities assumed by Goldman Sachs and
the Trust's administrator, custodian and distributor, the Trust itself requires
no employees. The Trust's officers do not receive any compensation from the
Trust for serving as such.
THE TRUSTEES RECOMMEND THAT THE UNITHOLDERS VOTE IN FAVOR
OF EACH NOMINEE LISTED ABOVE.
REQUIRED VOTE
Because your Portfolio is a series of the Trust, your vote will be
counted together with the votes of Unitholders of the other series of the Trust
(including series not included in this Proxy Statement), voting as a single
class in the election of Trustees. Election of each Nominee of the Trust
requires a plurality of votes of the Unitholders of the entire Trust present at
the Meeting.
PROPOSAL 2
----------
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
As directed by the Trustees and required by the 1940 Act, the
ratification or rejection of the selection of the independent accountants for
the Trust's fiscal year ending December 31, 1997 is to be voted upon at the
Meeting. It is intended that the persons named in the accompanying Proxy will
vote for Arthur Andersen LLP, unless contrary instructions are given. If the
selection of the Trust's independent accountants is not ratified by the
Unitholders at the Meeting, the Board will reconsider such selection.
The Trust's financial statements for the fiscal year ended December 31,
1996 were audited by Arthur Andersen LLP. In connection with its audit, Arthur
Andersen LLP reviews the Trust's annual reports to Unitholders and its filings
with the Securities and Exchange Commission ("SEC"). In addition to audit
services, Arthur Andersen LLP prepares the Trust's federal and state tax
returns, and provides consultation and assistance on accounting, internal
control and related matters.
At a meeting held on October 22, 1996, the Trustees unanimously selected
Arthur Andersen LLP as the Trust's independent accountants for its fiscal year
ending December 31, 1997. In addition, at meetings held on April 26, 1996 and
October 22, 1996, the Audit Committee met with representatives of Arthur
Andersen LLP to review the services of the independent accountants. The Audit
Committee, in turn, reported on these matters at the meeting of the Trustees
held the same day. A representative of Arthur
8
<PAGE>
Andersen LLP is expected to be available at the Meeting by telephone should any
matter arise requiring consultation with the accountants, and the accountants
have been given the opportunity to make a statement if they so desire.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS VOTE
"FOR" THE RATIFICATION OF ARTHUR ANDERSEN LLP AS THE
TRUST'S INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Because your Portfolio is a series of the Trust, your vote will be
counted together with the votes of Unitholders of the other series of the Trust,
voting as a single class on the ratification of independent accountants.
Ratification of the independent accountants of the Trust requires the approval
of a majority of the units of the Trust present at the Meeting.
PROPOSAL 3
----------
APPROVAL OF ALL AGREEMENT AND PLAN OF
REORGANIZATION PURSUANT TO WHICH EACH PORTFOLIO WILL BE REORGANIZED
INTO A SERIES OF A DELAWARE BUSINESS TRUST
GENERAL
The Trustees have unanimously approved, subject to Unitholder approval, a
proposal for the Trust (which is referred to in this Proposal 3 as the
"Massachusetts Trust") on behalf of each Portfolio to enter into an Agreement
and Plan of Reorganization, Conversion and Termination (the "Plan of
Reorganization") with a newly established Delaware business trust named Goldman
Sachs Trust (the "Delaware Trust"). The Plan of Reorganization will be in the
form attached to this Proxy Statement as Appendix D. The Plan of Reorganization
provides for the conversion (the "Conversion") of each Portfolio from a separate
series of the Massachusetts Trust into a corresponding separate series of the
Delaware Trust. Each series of the Massachusetts Trust is referred to in this
Proposal as a "current Portfolio." It is also contemplated that the series of
Goldman Sachs Trust ("GST") and Goldman Sachs Equity Portfolios, Inc. ("GSEP"),
open-end investment companies for which Goldman Sachs or one of its affiliates
acts as investment adviser and distributor, will be reorganized into other
separate series of the Delaware Trust. Consequently, if the Conversions are
approved by shareholders of each of the Massachusetts Trust, GSEP and GST, all
funds currently in the Goldman Sachs Group of Funds will be series of the
Delaware Trust.
The Trustees believe that a Delaware business trust as a form of organization
offers certain advantages for mutual funds over a Massachusetts business trust.
These advantages include granting the Trustees greater power to take certain
actions without Unitholder approval and greater flexibility in methods of voting
and organization. A Delaware business trust also offers the advantages of a
clearer limitation upon the liability of Unitholders and Trustees. The Trustees
also believe that the proposed Declaration of Trust of the Delaware Trust (the
"Delaware Trust Instrument") is clearer and more modern than the Massachusetts
Trust's organizational documents. While these same improvements could be
achieved by amending the Massachusetts Trust's Declaration of Trust (the
"Massachusetts Declaration of Trust"), the Trustees have concluded that, given
the other advantages of a Delaware business trust, it is preferable to enter
into the Plan of Reorganization than to amend the current organizational
documents. For a summary comparison of the Massachusetts Declaration of Trust
and the proposed Delaware Trust
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Instrument, see "Description of Certain Provisions of the Delaware Trust
Instrument" and "Certain Comparative Information About Massachusetts Business
Trusts and Delaware Business Trusts" below.
The Conversions will entail organizing the Delaware Trust, which will
initially have 34 series, including nine series corresponding to the current
Portfolios. Each series of the Delaware Trust that corresponds to a current
Portfolio is referred to in this Proposal as a "successor Portfolio." To effect
the Conversion, each current Portfolio will transfer all of its assets and
liabilities to the corresponding successor Portfolio. As consideration for the
transfer of such assets and liabilities (together, "net assets"), each successor
Portfolio will issue shares of beneficial interest ("successor Portfolio
shares") to the current Portfolio whose net assets it has acquired and such
current Portfolio will distribute such successor Portfolio shares pro rata to
the current Portfolio shareholders in exchange for their shares. Upon completion
of the Conversion, each shareholder will be the owner of full and fractional
successor Portfolio shares equal in number and aggregate net asset value and of
the same class as his or her shares of the corresponding current Portfolio as of
the date of the Conversion. Following the Conversion, each successor Portfolio
will carry on the business of the corresponding current Portfolio. The successor
Portfolio will have the same investment adviser, other service providers, fee
and expense structure and investment objectives, policies and restrictions as
the corresponding current Portfolio. Any change in the composition of the Board
of Trustees, investment restrictions and investment advisory contracts approved
at the Meeting with respect to a current Portfolio will also apply to the
corresponding successor Portfolio. There may be deemed a momentary technical
inconsistency with certain of the policies and restrictions of a Portfolio (such
as restrictions on investments in any one issuer and investments in other
investment companies) during the Conversion. Approval of the Plans of
Reorganization will also constitute approval to terminate the current Portfolios
and the Massachusetts Trust.
REASONS FOR THE PROPOSED CONVERSION
The Massachusetts Trust is organized as a Massachusetts business trust.
As discussed above, the Trustees unanimously recommend Conversion of each
Portfolio into a corresponding separate series of the Delaware Trust. The
Trustees believe that organizing the Portfolios as series of the Delaware Trust
offers certain advantages over maintaining them as series of the Massachusetts
Trust.
The principal advantage of a Delaware business trust is a clearer
limitation of liability of shareholders and Trustees for the obligations of the
trust. The Delaware Business Trust Act (the "Delaware Act") expressly limits the
liability of Delaware business trust shareholders for the debts or obligations
of the business trust to the same extent as for stockholders of for-profit
Delaware corporations. Similarly, the Delaware Act provides that a series of a
Delaware business trust will not be liable for the debts or obligations of any
other series of the business trust. Under Massachusetts law, there are no
comparable statutory provisions. Although the possibility of incurring these
types of liability may be remote under Massachusetts law, the above provisions
of the Delaware Act provide greater protection against shareholder liability and
the liability of one business trust series for the debts or obligations of
another series. However, it is possible that, under certain circumstances,
courts in some states may not enforce limited liability for Delaware business
trust shareholders. Similarly, Delaware law clearly protects a Trustee from
liability for the obligations of the business trust, which may help the
Portfolio attract and retain qualified Trustees in the future.
Second, the Trustees believe that the Delaware business trust form of
organization will enable the successor Portfolios to adopt new methods of
operation and employ new technologies that are expected to reduce costs of
operation when, and if, implemented. For example, Delaware law authorizes
electronic or telephonic communications between shareholders and a Delaware
business trust. The Trustees hope to take advantage of this provision in the
future to improve unitholder voting procedures and reduce associated costs.
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Third, the Conversions offer the potential for future cost savings,
although no immediate cost savings are expected to result from the Conversions.
These cost savings may result from either the differences between the
Massachusetts Trust and the Delaware Trust or from the combination of all of the
funds in the Goldman Sachs Group of Funds into a single legal entity. For
example, since the Trustees of a Delaware business trust can take more actions
without shareholder approval than is currently permitted under the Massachusetts
Declaration of Trust, the Delaware Trust may be required to hold fewer
shareholder meetings, potentially further reducing costs. Although neither a
Delaware business trust nor a Massachusetts business trust is required to hold
annual stockholder meetings, Delaware law affords to the Trustees greater
latitude to adapt the Delaware Trust to future contingencies without the
necessity of holding a special stockholder meeting. Under the Delaware Trust
Instrument, the Trustees have the power to amend the Delaware Trust Instrument;
to dissolve the business trust; to incorporate the Delaware Trust; to merge or
consolidate with another entity; to sell, lease, exchange, transfer, pledge or
otherwise dispose of all or any part of the Delaware Trust's assets; to cause
any series to become a separate trust; and to change the Delaware Trust's
domicile -- all without shareholder vote.
Any exercise of authority by the Trustees will be subject to applicable
state and federal law. The flexibility of a Delaware business trust as a form of
organization should help to assure that the Delaware Trust always operates under
the most advantageous structure and is able to take advantage of opportunities
to reduce the expense and frequency of future shareholder meetings.
Finally, Delaware law explicitly provides that separate boards of
trustees may be authorized for each series of a Delaware business trust. Whether
separate boards of trustees can be authorized for series of a Massachusetts
business trust is unclear under Massachusetts law. As always, the establishment
of any board of trustees of a registered investment company must comply with
applicable securities laws, including the provision of the 1940 Act regarding
the election of trustees by shareholders.
BOARD OF TRUSTEES' EVALUATION AND RECOMMENDATION
At a meeting held on January 28, 1997, after considering the matters
discussed above, the Trustees, including the Independent Trustees, unanimously
approved the adoption of the Plan of Reorganization and determined that the
Conversions (i) are in the best interest of the Portfolios and (ii) will not
result in dilution of the interests of the Unitholders of any Portfolio. In
addition, the Trustees unanimously voted to recommend to the Unitholders of each
Portfolio that they approve the Plan of Reorganization and the transactions
contemplated thereunder. In taking such action and making such recommendation,
the Trustees took into consideration the fact that the Conversion may provide
operational efficiencies and additional managerial flexibility to the Trustees.
The Trustees believe that the Conversions will be beneficial to present
unitholders of the Portfolios as well as to potential investors.
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THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS
OF EACH PORTFOLIO APPROVE A PLAN OF REORGANIZATION PROVIDING
FOR THE CONVERSION OF EACH PORTFOLIO FROM A SERIES OF THE MASSACHUSETTS
BUSINESS TRUST TO A SERIES OF A DELAWARE BUSINESS TRUST.
VOTE REQUIRED TO APPROVE PLAN OF REORGANIZATION
Approval of the Plan of Reorganization as to each Portfolio requires the
affirmative vote of a majority of the Units of that Portfolio outstanding and
entitled to vote. For this purposes, a majority of the outstanding Units of the
Massachusetts Trust or a Portfolio, as the case may be, means the vote of the
lesser of (a) 67% or more of the Units of the Massachusetts Trust or the
Portfolio present at the Meeting, if the holders of more than 50% of the Units
of the Massachusetts Trust or the Portfolio, as the case may be, are present or
represented by proxy, or (b) more than 50% of the outstanding Units of the
Massachusetts Trust or the Portfolio, as the case may be (a "1940 Act
Majority"). Units of all classes of a Portfolio will be voted together as one
class. The Trustees have determined that the Conversion will not proceed as
described above with respect to the Massachusetts Trust, unless approved by all
of the Portfolios included in the Massachusetts Trust. In the event that
Unitholders of one or more of the Portfolios do not vote in favor of the
Conversions, the Trustees will determine what further action, if any, to take,
including the possibility of resubmitting the proposal at a later time to the
Unitholders of the one or more of the Portfolios which have not voted in favor
of the Conversion.
A vote FOR the Conversion will authorize each current Portfolio, as the
sole shareholder of its corresponding successor Portfolio (i) to elect as
Trustees of the Delaware Trust (if Proposal 1 is approved), Messrs. Bakhru,
Ford, Grip, McNulty, Shuch, Smart, Springer and Strubel and Ms. McPherson (see
Proposal 1); (ii) to ratify the selection of Arthur Andersen LLP as the Delaware
Trust's independent accountants (see Proposal 2); (iii) to approve an investment
advisory agreement for each successor Portfolio; (iv) to approve fundamental
investment restrictions for the successor Portfolios, which if Proposal 4 and/or
5 are approved, would be the same as those contained in such proposals and (v)
to approve distribution, authorized dealer, administration and service plans, as
applicable, for each of the Portfolios. If the Conversions are approved but any
of the other proposals is not approved by a Portfolio's Unitholders, the
Portfolio as sole Unitholder of the successor Portfolio, will vote to approve
the existing form of advisory contracts or fundamental restrictions, as the case
may be.
SUMMARY OF THE PLAN OF REORGANIZATION
The following discussion summarizes certain terms of the Plan of
Reorganization. This summary of the Plan of Reorganization is qualified in its
entirety by the provisions of the form of Plan of Reorganization, which is
attached to this Proxy Statement as Appendix D.
In order to accomplish the Conversions, a Delaware business trust will
be formed. On the closing date of the Conversion (the "Closing Date"), each
current Portfolio will transfer all of its assets to its corresponding successor
Portfolio in exchange for the assumption by the successor Portfolio of all the
liabilities of that current Portfolio and the issuance to that current Portfolio
of units of beneficial interest of that successor Portfolio ("successor
Portfolio units") equal to the value (as determined by using the procedures in
the current prospectuses) on the date of the exchange of that current
Portfolio's net assets. Immediately thereafter, each current Portfolio will
liquidate and distribute successor Portfolio units to each current Portfolio
unitholder's account pro rata in proportion to such current Portfolio
unitholder's beneficial interest in his or her current Portfolio ("current
Portfolio units") in exchange for his or her current Portfolio units. In these
exchanges, a successor Portfolio will issue the appropriate number of successor
Portfolio units of each class of units that currently is outstanding, so that
the current Portfolio will distribute, and holders of a particular class of
current Portfolio Units will receive, successor Portfolio
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shares of the same class. As soon as practicable after this distribution of
successor Portfolio units, each current Portfolio will be wound up and
terminated. A confirmation will be mailed to each current Portfolio unitholder
of the number of successor Portfolio units registered to the unitholder's
account. Certificates evidencing full or fractional successor Portfolio units
will not be mailed to unitholders. UPON COMPLETION OF THE CONVERSION, EACH
CURRENT PORTFOLIO UNITHOLDER WILL BE THE OWNER OF FULL AND FRACTIONAL SUCCESSOR
PORTFOLIO UNITS EQUIVALENT IN NUMBER, CLASS AND AGGREGATE NET ASSET VALUE TO HIS
OR HER CURRENT PORTFOLIO UNITS IMMEDIATELY BEFORE THE CONVERSION.
The Trustees of the Delaware Trust will hold office indefinitely except
that (i) any Trustee may resign; (ii) any Trustee may be removed by written
instrument signed by a majority of the other Trustees; (iii) any Trustee who has
died, become physically or mentally incapacitated by reason of disease or
otherwise, or is otherwise unable to serve, may be retired by a written
instrument signed by a majority of the other Trustees; and (iv) any Trustee may
be removed at any special meeting of the shareholders by a vote of two-thirds of
the outstanding units of the Delaware Trust. If a vacancy occurs for any reason,
the remaining Trustees may fill such vacancy by appointing another Trustee so
long as, immediately after such appointment, at least two-thirds of the Trustees
have been elected by shareholders. If, at any time, less than a majority of the
Trustees holding office has been elected by shareholders, the Trustees then in
office will promptly call a shareholders' meeting for the purpose of electing
Trustees. Otherwise, there normally will be no meeting of shareholders for the
purpose of electing Trustees.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Conversions will become effective at the close of business
on April 30, 1997 or as soon thereafter as possible.
If, at any time before the Closing Date of the Conversions, the Trustees
determine that it would not be in the best interest of the Massachusetts Trust
or the Unitholders to proceed with the Conversions, the Conversions will not go
forward, notwithstanding the approval of the Conversions by the Unitholders at
the Meeting. The Massachusetts Trust and the Delaware Trust may at any time
waive compliance with any of the covenants and conditions contained in, or may
amend, the Plan of Reorganization; provided that such waiver or amendment does
not materially adversely affect the interests of current Portfolio Unitholders.
EXPENSES OF THE CONVERSIONS
Each Portfolio will bear its own expenses associated with the
transactions contemplated by the Plan of Reorganization, including expenses
associated with solicitation of proxies. In the event that the Conversions are
completed, such expenses will be assumed by each successor Portfolio. It is
currently estimated that the aggregate expenses of the Conversions will be
approximately _____________, which will be allocated among the Portfolios, the
other series of the Massachusetts Trust and the series of GST and GSEP.
TAX CONSEQUENCES OF THE CONVERSIONS
It is a condition to the consummation of the Conversions that the
Massachusetts Trust and the Delaware Trust receive on or before the Closing Date
an opinion from Hale and Dorr LLP, counsel to the Massachusetts Trust and the
Delaware Trust, substantially to effect that, among other things, for federal
income tax purposes, each conversion will constitute a reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and that no
gain or loss will be recognized for federal income tax purposes by each current
Portfolio, each successor Portfolio, and the Unitholders of each current
Portfolio upon (1) the transfer of a current Portfolio's assets to the
corresponding successor Portfolio in exchange solely for such successor
Portfolio's shares and the assumption by such successor Portfolio of that
current Portfolio's liabilities or (2) the distribution in liquidation by the
current Portfolio of such successor
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Portfolio shares to the current Portfolio Unitholders in exchange for their
current Portfolio units. The opinion will further provide, among other things,
that (i) the tax basis of the successor Portfolio units to be received by each
current Portfolio unitholder will be the same as that of his or her current
Portfolio shares surrendered in exchange therefor and (ii) each current
Portfolio unitholder's tax holding period for his or her successor Portfolio
shares will include such shareholder's tax holding period for the current
Portfolio units surrendered in exchange therefor, provided that such current
Portfolio units were held as capital assets on the date of the exchange.
CONTINUATION OF SHAREHOLDER ACCOUNTS AND PLANS
The Delaware Trust's transfer agent will establish accounts for all
current Portfolio Unitholders containing the appropriate number and class of
successor Portfolio shares to be received by that Unitholder under the Plan of
Reorganization. Such accounts will be identical in all material respects to the
accounts currently maintained by the Portfolios for each Unitholder. No action
by a Unitholder will be necessary in order to continue any automatic exchange
plans, rights of accumulation, letters of intent, automatic investment plans or
retirement plans currently maintained by a current Portfolio Unitholder.
TRANSFER AGENT AND CUSTODIAN
Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606,
currently serves as transfer agent for the Massachusetts Trust and will serve in
the same capacity for the Delaware Trust.
State Street Bank and Trust Company, P.O. Box 1713, Boston,
Massachusetts 02105, currently acts as custodian for the Massachusetts Trust and
will serve in the same capacity for the Delaware Trust.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, One International Place, Boston, Massachusetts
02110, are presently the independent public accountants for the Massachusetts
Trust, and will continue to be the independent public accountants for the
Portfolios, subject to required approvals (see also Proposal 2).
DISTRIBUTION, SERVICE AND ADMINISTRATION PLANS
The Delaware Trust will adopt service plans with respect to the service
Units, administration plans with respect to the administration Units and
distribution and authorized dealer service plans with respect to Class B Units,
if any, of each successor Portfolio. The content of each plan will be identical,
in all material respects, including fees, to the Portfolios' existing plans.
Pursuant to the new plans, the Delaware Trust on behalf of each successor
Portfolio will assume the corresponding current Portfolio's obligations under
agreements with Service Organizations and authorized dealers.
DESCRIPTION OF CERTAIN PROVISIONS OF THE DELAWARE TRUST INSTRUMENT
The following is a summary of certain provisions of the Delaware Trust
Instrument.
Series and Classes. As discussed above, the Delaware Trust Instrument
permits the Delaware Trust to issue series of its shares which represent
interests in separate portfolios of investments, including the successor
Portfolios. The Delaware Trust is also authorized to issue multiple classes of
such series. The Massachusetts Declaration of Trust permits the issuance of
separate series and classes of shares. No series is entitled to share in the
assets of any other series or is liable for the expenses or liabilities of any
other series. The Trustees are authorized to divide each series of shares into
separate classes, which represent a pro rata interest in the same series and are
entitled to the same rights, except as provided by the Trustees. The successor
Portfolios would initially have the same classes of shares, which would be
entitled
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to the same rights, as the classes of the current Portfolios. The Trustees of
the Delaware Trust are able to authorize the issuance of additional series or
classes of shares without prior shareholder approval.
Limitations on Derivative Actions. In addition to the provisions of
Delaware law, the Delaware Trust Instrument provides that a shareholder of the
Delaware Trust may bring a derivative action on behalf of the Delaware Trust
only if the following conditions are met: (a) shareholders eligible to bring
such derivative action under Delaware law who hold at least 10% of the
outstanding shares of the Delaware Trust, or 10% of the outstanding shares of
the series or class to which such action relates, must join in the request for
the Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and to
investigate the basis of such claim. The Trustees will be entitled to retain
counsel or other advisers in considering the merits of the request and may
require an undertaking by the shareholders making such request to reimburse the
Delaware Trust for the expense of any such advisers in the event that the
Trustees determine not to bring such action. No similar provisions are
applicable to the Massachusetts Trust.
Shareholder Meetings and Voting Rights. The Delaware 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 Delaware Trust will be entitled, as determined by the Trustees, either to
one vote for each share or to one vote for each dollar of net asset value
represented by such shares 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 1940 Act or otherwise
determined by the Trustees, series and classes of the Delaware Trust will vote
separately from each other. Shareholders of the Delaware Trust do not have
cumulative voting rights in the election of Trustees. Meetings of shareholders
of the Delaware 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 meeting. The shareholders of the Delaware
Trust will have voting rights only with respect to the limited number of matters
specified in the Delaware Trust Instrument and such other matters as the
Trustees may determine or may be required by law.
The voting provisions of the Delaware Trust Instrument differ from those
of the Massachusetts Declaration of Trust in several important respects. The
Massachusetts Trust is not authorized to use dollar based voting. Instead, each
Unitholder has one vote for each share held, regardless of its net asset value
per share. This can have the effect of providing series with a lower net asset
value per Unit, such as money market funds, with a voting interest that is
disproportionate to their economic interest. Also, a greater number of matters
require approval by Unitholders of the Trust. The Massachusetts Declaration of
Trust, in addition to the matters requiring shareholder approval of shareholders
of the Delaware Trust, requires approval of the reorganization or termination of
the Massachusetts Trust or any of its series, with respect to certain legal
proceedings and with respect to certain amendments to the Declaration of Trust.
Indemnification. The Delaware Trust Instrument provides for
indemnification of Trustees, officers and agents of the Delaware 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 person's office or (ii) not to have acted in good faith in the
reasonable belief that such person's actions were in the best interest of the
Delaware Trust. The Massachusetts Trust provides a similar degree of
indemnification of Trustees.
The Delaware Trust Instrument 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 shareholder's acts or
omissions or for some other reason, the shareholder or former shareholder (or
heirs, executors, administrators, legal representatives or general successors)
will be entitled, out of the
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assets belonging to the applicable series, to be held harmless from and
indemnified against all loss and expense arising from such liability. The
Delaware 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.
Termination. The Delaware Trust Instrument permits the termination of the
Delaware Trust or of any series or class of the Delaware Trust (i) by a majority
of the affected shareholders at a meeting of shareholders of the Delaware Trust,
series or class; or (ii) by a majority of the Trustees without shareholder
approval if the Trustees determine that such action is in the best interest of
the Delaware Trust or its shareholders. The factors and events that the Trustees
may take into account in making such determination include (i) the inability of
the Delaware Trust or any series or class to maintain its assets at an
appropriate size; (ii) changes in laws or regulations governing the
Massachusetts 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 their business or operations. The Massachusetts Declaration of Trust
permits the Trustees to terminate the Massachusetts Trust only with Unitholder
approval.
Merger, Consolidation, Sale of Assets, Etc. The Delaware Trust
Instrument authorizes the Trustees without shareholder approval to cause the
Delaware 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 Delaware 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 Delaware Trust in the securities of another open-end investment company
(see proposal 4). The reorganization, including conversion to a master feeder
structure (unless Proposal 4 is adopted) of the Massachusetts Trust would
require shareholder approval.
Amendments. The Delaware Trust Instrument permits the Trustees to amend
the Delaware Trust Instrument without a shareholder vote. However, shareholders
of the Delaware Trust have the right to vote on any amendment (i) that would
affect the voting rights of shareholders; (ii) that is required by law to be
approved by Unitholders; (iii) that would amend the voting provisions of the
Delaware Trust Instrument; or (iv) that the Trustees determine to submit to
shareholders. Amendments to the Massachusetts Declaration of Trust, with certain
limited exceptions, require approval of Unitholders.
Series of Trustees. The Trustees may appoint separate Trustees with
respect to one or more series or classes of the Delaware Trust's 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 Delaware Trust. The
Series Trustees have, to the exclusion of any other Trustee of the Delaware
Trust, all the powers and authorities of Trustees under the Delaware Trust
Instrument with respect to such series or class, but have no power or authority
with respect to any other series or class. The Massachusetts Declaration of
Trust does not permit the election of separate Trustees for a series or class.
The Trustees are not considering the appointment of Series Trustees for the
Delaware Trust.
CERTAIN COMPARATIVE INFORMATION ABOUT MASSACHUSETTS BUSINESS TRUSTS AND
DELAWARE BUSINESS TRUSTS
UNITHOLDER LIABILITY
Generally, Delaware business trust shareholders are not personally liable
for obligations of the Delaware business trust under Delaware law. The Delaware
Act entitles a shareholder of a Delaware business trust to the same limitation
of liability as is available to shareholders of private for-profit corporations.
However, no similar statutory or other authority limiting business trust
unitholder liability exists in many other states. As a result, to the extent
that a Delaware business trust or a shareholder is subject to the jurisdiction
of courts in such other states, those courts may not apply Delaware law and may
subject the Delaware Trust shareholders to liability. To offset this risk, the
Delaware Trust Instrument (i)
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contains an express disclaimer of shareholder liability for acts or obligations
of the Delaware Trust and requires that notice of such disclaimer be given in
each agreement, obligation and instrument entered into or executed by the
Delaware Trust or its Trustees and (ii) provides for indemnification out of the
property of the Delaware Trust of any shareholder held personally liable for the
obligations of the Delaware Trust. Thus, the risk of a Delaware business trust
shareholder incurring financial loss beyond his or her investment because of
shareholder liability is limited to circumstances in which all of the following
factors are present: (1) a court refuses to apply Delaware law; (2) the
liability arises under tort law or, if not, no contractual limitation of
liability was in effect; and (3) the Delaware Trust itself is unable to meet its
obligations. In the light of Delaware law, the nature of the Delaware Trust's
business and the nature of its assets, the risk of personal liability to a
Delaware Trust unitholder is extremely remote.
Unlike Delaware, in Massachusetts there is no statute relating to
business trusts that entitles unitholders of a Massachusetts business trust to
the same limitation of liability as is extended to unitholders of a
Massachusetts corporation. Unitholders of a Massachusetts business trust may,
therefore, under certain circumstances, be held personally liable under
Massachusetts law for the obligations of the Massachusetts business trust. The
Massachusetts Declaration of Trust, like the Delaware Trust Instrument, contains
an express disclaimer of unitholder liability and requires that notice of such
disclaimer be given in each agreement entered into or executed by the
Massachusetts business trust or its Trustees. The Massachusetts Declaration of
Trust also provides for indemnification out of the trust property. Thus, GSAM
believes the risk of unitholder liability is also remote for unitholders of the
Massachusetts Trust.
LIABILITY OF TRUSTEES
The Delaware Trust Instrument provides that the Trustees will not be
liable to any person other than the Delaware Trust or a unitholder and that a
Trustee will not be liable for any act as a Trustee. However, nothing in the
Delaware Trust Instrument protects a Trustee against any 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. The Massachusetts Declaration of Trust provides that its
Trustees will not be liable for errors of judgment or mistakes of fact or law,
subject to substantially the same provisions concerning bad faith, gross
negligence and reckless disregard as those described above.
PROPOSAL 4
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APPROVAL OF AN INVESTMENT POLICY PERMITTING EACH PORTFOLIO TO
INVEST ALL ITS ASSETS IN A SINGLE OPEN-END MUTUAL FUND; AND
APPROVAL OF A CORRESPONDING AMENDMENT TO THE MASSACHUSETTS
DECLARATION OF TRUST
GENERAL
The Trustees have approved, subject to unitholder approval, the adoption
of a new fundamental investment policy that would permit each Portfolio to pool
its assets with other funds, in a single portfolio (the "Pooled Portfolio"). The
Delaware Trust Instrument permits investment of all of a Portfolio's assets in a
Pooled Portfolio, but if this proposal is not adopted, the Portfolios would not
be able to take advantage of such flexibility. If the proposal is approved, each
Portfolio will be authorized to invest substantially all of its assets in a
corresponding Pooled Portfolio that would invest in the same type of securities
(and have the same objective, restrictions and policies) as the Portfolio. The
primary purpose of pooling would be to achieve operational efficiencies.
Approval of the fundamental investment policy would also constitute approval of
an amendment to the Massachusetts Declaration of Trust that would permit
investment in a Pooled Fund without further Unitholder approval.
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Background. Several mutual funds have developed so-called master-feeder
structures under which they invest all their assets in a single pooled
investment. For example, funds offering different types of shareholder services
might pool their investments. This structure allows several funds with different
features, but the same investment objective, restrictions and policies, to
combine their investments instead of managing them separately. A Portfolio would
combine its investments with those of other funds by investing all of its assets
in the same Pooled Portfolio, which would be organized and registered as an
open-end management investment company (a mutual fund).
Purpose of the Proposal. GSAM regularly reviews various options for
structuring mutual funds to take maximum advantage of potential efficiencies.
The Portfolios currently take advantage of the ability to issue multiple classes
of Units, which offer many of the same advantages as investing in a Pooled
Portfolio. While neither the Trustees nor GSAM have determined that any
Portfolio should invest in a Pooled Portfolio, the Trustees believe that it
could be in the best interests of the Portfolios to adopt such a structure to
allow for investing by one or more of the Portfolios in a Pooled Portfolio at a
future date.
At present, some of the Portfolios' fundamental investment restrictions
and policies prevent a Portfolio from investing all of its assets in another
investment company, and require a vote of Unitholders of the Portfolio before
such a master-feeder structure could be adopted. Similarly, the Massachusetts
Declaration of Trust requires Unitholder approval of any transaction involving
the sale of substantially all of the assets of a Portfolio to the Pooled
Portfolio. To avoid the costs associated with a subsequent Unitholder meeting,
the Trustees recommend that Unitholders of each Portfolio vote to permit the
assets of such Portfolio to be invested in a Pooled Portfolio, without an
additional vote of Portfolio Unitholders, if the Trustees determine the adoption
of a master-feeder structure to be in the best interest of the Portfolio and its
Unitholders. If Unitholders approve this Proposal, any fundamental and non-
fundamental restrictions and policies of the Portfolios that currently prohibit
investment in units of a single investment company would be appropriately
modified to permit investment in Pooled Portfolios. These policies include, for
example, the Portfolio's restrictions on investments in: the securities of any
one issuer; securities of any issuer if more than 10% of such issuer's voting
securities are held by a Portfolio; companies for purposes of control; and
issuers in any one industry; as well as the restriction concerning acting as an
underwriter.
A Portfolio's methods of operation and Unitholder services would not be
materially affected by its investment in Pooled Portfolios, except that the
assets of the Portfolio would be managed as part of a larger pool. If a
Portfolio invested all of its assets in a Pooled Portfolio, it is currently
anticipated that the Portfolio would hold only a single investment security and
the Pooled Portfolio would directly invest in individual investment securities.
The investment advisory and administrative services provided to a Portfolio by
GSAM or its affiliates would continue to be provided at the same or lower
aggregate cost, but the investment advisory services would be provided to and
paid for by the Pooled Portfolio rather than the Portfolio. The Pooled Portfolio
would be managed by GSAM or an affiliate. The Trustees would retain the right to
withdraw the Portfolio's investment from the respective Pooled Portfolio at any
time. The Portfolio would then resume investing directly in securities as it
does currently.
At present, the Trustees are not considering any proposal to adopt a
master-feeder structure. The Trustees will authorize investing a Portfolio's
assets in a Pooled Portfolio only if they determine that pooling is in the best
interests of a Portfolio and its Unitholders and if they determine that the
investment will not have material adverse tax or other consequences to the
Portfolio or the Unitholders. In determining whether a Portfolio should invest
in a Pooled Portfolio, the Trustees will consider, among other things, the
opportunity to reduce costs and to achieve operational efficiencies. The
Trustees will not authorize investment in a Pooled Portfolio if doing so would
increase costs to unitholders; unless, of course, they perceive a corresponding
increase in benefits to Unitholders. There is no assurance that cost reductions
or increased efficiencies will be achieved.
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<PAGE>
GSAM or its affiliates may benefit from the use of a Pooled Portfolio if
overall assets are increased since GSAM's fees under the existing management
agreements are based on assets under management. Also, GSAM's or its affiliates'
expenses of providing investment and other services to a Portfolio may be
reduced. If a Portfolio's investment in a Pooled Portfolio were to reduce the
expenses of GSAM or its affiliates (as the case may be) materially, the Trustees
would consider whether a reduction of the management fee paid to GSAM or its
affiliates (as the case may be) would be appropriate.
PROPOSED FUNDAMENTAL POLICY
In order to permit one or more of the Portfolios to invest in a Pooled
Portfolio at a future date, the Trustees recommend that the Unitholders of each
Portfolio adopt the following fundamental policy:
"Each Portfolio may, notwithstanding any other fundamental investment
restriction or policy, invest some or all of its assets in a single
open-end investment company or serie s thereof with substantially the
same investment objectives, restrictions and policies as the Portfolio."
PROPOSED AMENDMENT TO THE MASSACHUSETTS DECLARATION OF TRUST
In order to permit the Trust to invest in a Pooled Portfolio at a future
date, the Trustees recommend that the Unitholders adopt the following amendment
to the Massachusetts Declaration of Trust:
Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by applicable law,
invest all or a portion of the Trust Property of any Series, or dispose
of all or a portion of the Trust Property of any Series, and invest the
proceeds of such disposition in interests issued by one or more other
investment companies registered under the 1940 Act. Any such other
investment company may (but need not) be a trust (formed under the laws
of any state or jurisdiction) (or subtrust thereof) which is classified
as a partnership for federal income tax purposes. Notwithstanding
anything else herein, the Trustees may, without Shareholder approval
unless such approval is required by applicable law, cause a Series that
is organized in the master/feeder fund structure to withdraw or redeem
its Trust Property from the master fund and cause such series to invest
its Trust Property directly in securities and other financial
instruments or in another master fund."
BOARD OF TRUSTEES EVALUATION AND RECOMMENDATION
At a meeting held on January 28, 1997, after considering the matters
discussed above and other matters deemed to be relevant, the Trustees, including
the Independent Trustees, unanimously adopted, and voted to recommend to the
Unitholders that they adopt, (a) the proposed new fundamental investment policy
and (b) the amendment to the Massachusetts Declaration of Trust that would
permit any Portfolio, subject to future review by the Trustees, as described
above, to invest all of its assets in an open-end investment company with
substantially the same investment objectives, restrictions and policies as the
Portfolio. In taking such action and making such recommendations, the Trustees
took into consideration that the proposed modifications may provide operational
efficiencies and facilitate the introduction of new Goldman Sachs mutual funds
and, thereby, increase the investment options available to Unitholders. The
Trustees believe that the ability to use a master-feeder structure may be
beneficial to present Unitholders of the Portfolios as well as potential
investors.
Except as described in this Proxy Statement, approval of this Proposal 4
will not change any of the Trustees, officers, investment programs and services
or operations that are described in the Portfolios' current Prospectuses and
this Proxy Statement.
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<PAGE>
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE UNITHOLDERS OF EACH
PORTFOLIO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY TO PERMIT THE PORTFOLIO TO
INVEST ALL OF ITS ASSETS IN A SINGLE OPEN-END INVESTMENT COMPANY AND APPROVE A
CORRESPONDING AMENDMENT TO THE DECLARATION OF TRUST.
REQUIRED VOTE
Approval of the proposal to adopt the new fundamental investment policy
requires the vote of a 1940 Act Majority of the Units (described in Proposal 3)
of each Portfolio voting separately. Approval of the amendment to the
Massachusetts Declaration of Trust requires the vote of a majority of the units
of the Trust voting together as a single class. If any proposal is not approved
by one or more of the Portfolios, the Trustees will consider what further
action, if any, will be taken.
PROPOSAL 5 (A)-(I)
------------------
PROPOSED AMENDMENT AND RESTATEMENT OF THE PORTFOLIOS' INVESTMENT
RESTRICTIONS
GENERAL
The Trustees recommend to Unitholders of each Portfolio that they
approve proposals to amend and restate each Portfolio's investment restrictions.
These investment restrictions are fundamental policies that may be changed by a
Portfolio only with the approval of a majority of the outstanding Units of that
Portfolio. The restated investment restrictions, assuming that each of the
proposed amendments is adopted, are set forth in Appendix E to this Proxy
Statement.
One reason for the proposals is to adopt insofar as possible a uniform
statement of investment restrictions for the mutual funds advised by Goldman
Sachs or an affiliate thereof, as well as for funds that may be created in the
future. Such uniformity would facilitate comparison of different Portfolios'
investment restrictions as well as administration of the restrictions. The
proposals would also result in a clearer and simpler statement of these
restrictions.
Another reason for restating the Portfolios' investment restrictions is
to delete policies adopted in response to state "Blue Sky" laws and regulations
restricting certain types of investment company practices and investments. The
states no longer have the power to enforce these restrictions, and the
elimination of the restrictions may expand the range of investment opportunities
and techniques available in connection with the management of the Portfolios.
The final reason for restating the Portfolios' investment restrictions
is to recharacterize certain previously adopted fundamental policies as non-
fundamental. Certain of the investment restrictions are being liberalized to the
extent permitted under the 1940 Act. This recharacterization and liberalization
will grant the Trustees the ability to change these non-fundamental policies as
needed, without seeking approval from Unitholders.
The following is a summary of the proposed changes to each of the
investment restrictions. The restrictions are summarized individually below and
will be voted upon separately. In order to fully achieve the benefits set forth
above, the Trustees recommend that Unitholders approve each of the proposals.
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<PAGE>
PROPOSAL 5(A): INVESTMENT POLICY ON ISSUER DIVERSIFICATION
To be diversified under the 1940 Act, a Portfolio must not, with respect
to 75% of its total assets, invest more than 5% of its total assets in the
securities of any one issuer or acquire more than 10% of the outstanding voting
securities of any one issuer. These restrictions apply only at the time of
investment. A Portfolio may invest up to 25% of its total assets without regard
to these restrictions. In addition, these restrictions do not apply to holdings
of or investments in cash, cash items, U.S. Government securities or securities
of other investment companies. The proposal simplifies the contents of the
current restrictions without changing their substance. As proposed, the
restriction would require diversification only to the extent required under the
1940 Act. Additional diversification requirements are imposed upon the
Portfolios to be treated as money market funds and as regulated investment
companies for federal tax purposes. These requirements are not required to be
reflected in the proposed investment restrictions and will not be affected by
the proposal. The Trustees propose that each Portfolio adopt the following
investment restriction in lieu of its current fundamental policy:
The Portfolio may not make any investment inconsistent with the
Portfolio's classification as a diversified company under the Investment
Company Act of 1940, as amended (the "Act"). This restriction does not,
however, apply to any Portfolio classified as a non-diversified company
under the Act.
PROPOSAL 5(B): INVESTMENT POLICIES ON BORROWING, MARGIN PURCHASES AND
PLEDGING ASSETS
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on borrowing. The 1940 Act
prohibits an open-end investment company from issuing any senior security
(including debt), except that an open-end investment company may borrow from
banks in an amount not exceeding 33 1/3% of its total assets. The Trustees
recommend that the Portfolios adopt a borrowing policy that permits borrowing to
the maximum extent permitted by the 1940 Act. Adoption of a more liberal policy
does not mean, however, that the Portfolios intend to borrow and incur the extra
costs and risks of leveraging the Portfolios.
Each Portfolio also has a fundamental investment policy limiting the
purchase of securities on margin. Margin purchases involve the purchase of
securities with money borrowed from a broker. "Margin" is the cash or eligible
securities that the borrower places with its broker as collateral for this loan.
Each Portfolio's current fundamental policy prohibits the Portfolio from
purchasing securities on margin, except for initial and variation margin
payments made in connection with the purchase and sale of futures contracts and
options on futures contracts. Mutual funds are also permitted to obtain such
short-term credits as may be necessary for the clearance of transactions. With
these exceptions, mutual funds are prohibited from entering into most types of
margin purchases.
As restated the Portfolios' restriction on borrowing and margin
purchases would provide as follows:
The Portfolio may not borrow money, except that (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, and (d) the Portfolio may purchase securities on
margin to the extent permitted by applicable law.
21
<PAGE>
The Portfolios' fundamental policy on pledging their assets was a
requirement imposed by state securities laws that no longer applies to the
Portfolios. Consequently, it is proposed that such restriction be eliminated.
PROPOSAL 5(C): INVESTMENT POLICY ON UNDERWRITING
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on underwriting securities
issued by others. The proposed restatement of the Portfolios' policies, which
does not represent a material change in investment policy, would prohibit the
Portfolios from underwriting the securities of others (which is not part of the
normal activities of a mutual fund). As restated, each Portfolio's investment
restriction would provide as follows:
The Portfolio may not 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.
PROPOSAL 5(D): INVESTMENT POLICY ON REAL ESTATE AND OIL AND GAS
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on acquiring interests in real
estate. The existing restriction on investment in oil and gas interests was
imposed by state law and is no longer required. While no Portfolio intends to
invest in such interests, it is proposed that the restriction on oil and gas
interests be eliminated. The proposed real estate policy does not represent a
material change in investment policy for any Portfolio, except that it permits
each Portfolio to invest in securities issued by real estate investment trusts.
Despite this change to the restriction, no Portfolio currently intends to invest
in such securities. As restated, each Portfolio's investment restriction would
provide as follows:
The Portfolio may not purchase, hold or deal in real estate, although
the 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 the Portfolio as a result of the ownership of securities.
PROPOSAL 5(E): INVESTMENT POLICY ON COMMODITIES
The 1940 Act requires that the Portfolios have a fundamental investment
policy regarding investments in commodities. As money market funds, the
Portfolios do not invest in commodities or commodity contracts. The Portfolios
do not intend in the future to invest in physical commodities but wish to have
the flexibility to invest in financial futures to the extent that such
instruments are consistent with the Portfolios' treatment as money market funds.
Any financial futures contract or related option is considered to be a commodity
contracts. Other types of financial instruments such as forward commitments and
swaps might also be deemed to be commodity contracts. The proposal would also
permit the Portfolios' investment restrictions with respect to commodities to be
consistent with those of the other funds in the Goldman Sachs Group of Funds.
As amended, each Portfolio's investment restriction with respect to
commodities would be as follows:
The Portfolio may not 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.
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<PAGE>
PROPOSAL 5(F): INVESTMENT POLICY ON SENIOR SECURITIES
The 1940 Act restricts the ability of an open-end investment company to
issue "senior securities" as defined in the 1940 Act and requires that an
investment company adopt a fundamental policy with respect to the issuance of
such securities. The proposed amendment would clarify that the Portfolios are
permitted to issue senior securities to the extent permitted by applicable law.
As discussed above, under the 1940 Act an open-end fund is not permitted to
issue senior securities except for borrowing from banks. In addition to
permitting the borrowing contemplated above, the amendment clarifies that the
Portfolios do not consider certain investment practices to be senior securities
if such practices are conducted in a manner consistent with current law and the
interpretive positions of the SEC. As amended, the investment restriction of
each Portfolio would provide as follows:
The Portfolio may not issue senior securities to the extent such
issuance would violate applicable law.
PROPOSAL 5(G): INVESTMENT RESTRICTION CONCERNING SHORT SALES OF SECURITIES
Each Portfolio has a fundamental investment restriction prohibiting the
Portfolio from making short sales or maintaining a short position. Under the
1940 Act, restrictions on short sales are not required to be fundamental.
Therefore, the Trustees are recommending that Unitholders vote to eliminate the
Portfolios' prohibition on short sales and the maintenance of short positions as
a fundamental restriction.
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. If this
proposal is approved by Unitholders, the Trustees intend to adopt a non-
fundamental investment restriction that is substantively identical to the
Portfolios' current fundamental restriction on short sales and the maintenance
of short positions. By making the restriction non-fundamental, the Trustees will
be able to change the restriction in the future (if they determine that a change
is appropriate) without obtaining shareholder approval. This will give the
Portfolios greater flexibility to adapt to market changes, including changes in
the investment products available to the Portfolios.
PROPOSAL 5(H): INVESTMENT POLICY ON OPTIONS
To comply with state securities laws in effect at the time of its
organization, each Portfolio adopted a fundamental restriction limiting the
Portfolio's ability to invest in or write put and call options. This restriction
is no longer required, is obsolete and is inconsistent with the investment
restrictions of all of the other funds in the Goldman Sachs Group of Funds.
While the elimination of this investment restriction will not have any immediate
impact upon the Portfolios' investments, it will permit the Trustees in the
future to allow the Portfolios to engage in such activities without Unitholder
approval in the event that options become an appropriate investment for the
Portfolios.
PROPOSAL 5(I): INVESTMENTS TO EXERCISE CONTROL.
The Portfolios have a fundamental policy not to invest in companies for
the purpose of exercising control or management. Although the Portfolios have no
intention of investing for such purpose, this restriction is not required by the
1940 Act and is no longer required by state law. Consequently, the Trustees
recommend that it be eliminated.
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<PAGE>
TRUSTEES' RECOMMENDATION
The Trustees believe that each proposed amendment to the Portfolios'
investment restrictions will more clearly reflect current regulatory practice,
will provide a more complete range of investment opportunities and will clarify
and simplify the restrictions.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS
OF EACH PORTFOLIO VOTE "FOR" THE ADOPTION OF EACH OF
THE PROPOSED AMENDED INVESTMENT RESTRICTIONS
REQUIRED VOTE
Approval of each proposed amendment to a Portfolio's fundamental
investment restrictions requires the affirmative vote of a 1940 Act Majority of
that Portfolio's outstanding Units. If a proposed amendment is not approved with
respect to a Portfolio, the current investment restrictions will continue in
effect unchanged for that Portfolio.
PROPOSAL 6
----------
PROPOSED AMENDMENT OF FUNDAMENTAL POLICY OF TAX-EXEMPT PORTFOLIOS
As a matter of fundamental policy, Tax-Exempt Diversified, Tax-Exempt
California and Tax-Exempt New York Portfolios (the "Tax-Exempt Portfolios") are
required to derive at least 80% of their respective annual gross income from
Municipal Instruments except in extraordinary circumstances. Municipal
Instruments are defined as obligations issued by or on behalf of States,
territories and possessions of the United States and its political subdivisions,
agencies, authorities and instrumentalities, and the District of Columbia, the
interest from which is, in the opinion of counsel, if any, excluded from gross
income for federal income tax purposes. The Trustees recommend that the
Unitholders of the Tax-Exempt Portfolios approve the amendment of this
fundamental policy to provide that the Tax-Exempt Portfolios will invest at
least 80% of their respective net assets in Municipal Instruments.
GSAM believes that this revision will simplify calculations of the Tax-
Exempt Portfolios' holdings and would enable GSAM to compute a Portfolio's tax-
exempt holdings on a daily basis. A policy based upon a percentage of the Tax-
Exempt Portfolios' assets will be easier to monitor and control than a policy
based upon a percentage of income since the Portfolios' Income can vary due to a
variety of factors. UNITHOLDERS SHOULD NOTE THAT THE PROPOSED AMENDMENT TO THE
TAX-EXEMPT PORTFOLIOS' FUNDAMENTAL POLICY DOES NOT INVOLVE ANY CHANGE IN THE
INVESTMENT OBJECTIVE OF THE TAX-EXEMPT PORTFOLIOS OR IN THEIR STATUS AS TAX-
EXEMPT MONEY MARKET PORTFOLIOS.
The Board of Trustees of the Trust recommends to Unitholders that they
approve the proposal to amend the Tax-Exempt Portfolios' fundamental policy.
This fundamental policy may be changed by the Tax-Exempt Portfolios only with
the approval of a 1940 Act Majority. The Tax-Exempt Portfolios' revised non-
fundamental policy would provide as follows:
As a matter of fundamental policy, at least 80% of each of the Tax-
Exempt Diversified, Tax-Exempt California and Tax-Exempt New York
Portfolio's net assets will ordinarily be invested in Municipal
Instruments. Each Tax-Exempt Portfolio may temporarily invest in taxable
money market instruments when GSAM believes that the market conditions
dictate a defensive posture.
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<PAGE>
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT UNITHOLDERS
OF THE TAX-EXEMPT DIVERSIFIED, TAX-EXEMPT CALIFORNIA AND
TAX-EXEMPT NEW YORK PORTFOLIOS VOTE "FOR" THE APPROVAL
OF THIS PROPOSED AMENDMENT.
ADDITIONAL INFORMATION
OTHER BUSINESS
As of the date of this Proxy Statement, the Trustees are not aware of
any matters to be presented for action at the Meeting other than those described
above. Should other business properly be brought before the Meeting, it is
intended that the accompanying Proxy will be voted thereon in accordance with
the judgment of the persons named as proxies.
PROXIES AND VOTING AT THE MEETING
The enclosed Proxy is revocable by a Unitholder at any time before it is
exercised by written notice to the Trust (addressed to the Secretary at the
Trust's principal executive offices), by executing a superseding proxy or by
attending the Meeting and voting in person. All valid proxies received prior to
the Meeting (including any adjournment thereof) will be voted at the Meeting.
Matters on which a choice has been provided will be voted as indicated on the
proxy and, if no instruction is given, the persons named as proxies will vote
the units represented thereby in favor of the matters set forth in each proposal
and will use their best judgment in connection with the transaction of such
other business as may properly come before the Meeting.
In the event that at the time any session of the Meeting is called to
order a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies which have been received to adjourn the Meeting
to a later date. In the event that a quorum is present but sufficient votes in
favor of any of Proposals 1 through 6 have not been received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to such proposal. Any such adjournment will
require the affirmative vote of a majority of the units of the Trust (or the
affected Portfolio) present in person or by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote those proxies which they
are entitled to vote in favor of any such proposal in favor of such an
adjournment, and will vote those proxies required to be voted against any such
proposal against any such adjournment. A Unitholder vote may be taken on one or
more of the proposals in this Proxy Statement prior to such adjournment if
sufficient votes for their approval have been received and it is otherwise
appropriate.
A majority of the Units entitled to vote shall be a quorum for the
transaction of business at the Meeting, but any lesser number shall be
sufficient for adjournments. Abstentions will be treated as Units that are
present and entitled to vote with respect to each proposal, but will not be
counted as a vote in favor of a proposal. Accordingly, an abstention from voting
on a proposal has the same effect as a vote against the proposal. If a broker or
nominee holding Units in "street name" indicates on the proxy that it does not
have discretionary authority to vote as to a particular proposal, those Units
will not be considered as present and entitled to vote with respect to the
Proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted pursuant to subsection (i) of
the 1940 Act Majority definition. In addition, a "broker non-vote" has no effect
on the voting in determining whether a Nominee has been elected a Trustee
pursuant to Proposal 1. However, in determining whether a proposal has been
adopted pursuant to subsection (ii) of the 1940
25
<PAGE>
Act Majority definition, a "broker non-vote" will have the same effect as a vote
against the Proposal because Units represented by a "broker non-vote" are
considered outstanding Units.
MANNER AND COST OF PROXY SOLICITATION
Each Portfolio will bear its allocable portion of proxy solicitation
expenses, including the cost of preparing, assembling and mailing materials used
in connection with the solicitation of proxies. The Portfolios will reimburse
brokers, nominees and similar record holders for their reasonable expenses
incurred in connection with forwarding proxy materials to beneficial holders. In
addition to the solicitation by use of the mails, certain officers and employees
of Goldman Sachs, none of whom will receive compensation for their services
other than their regular salaries, may solicit the return of proxies personally
or by telephone or fax.
In addition to the solicitation of proxies by mail or in person, the
Trust may also arrange to have votes recorded by telephone by officers and
employees of the Trust, personnel of GSAM and the Transfer Agent or agents hired
by the Transfer Agent for such purpose. The telephone voting procedure is
designed to authenticate a Unitholder's identity, to allow a shareholder to
authorize the voting of shares in accordance with the Unitholder's instructions
and to confirm that the voting instructions have been properly recorded. A
Unitholder will be called on a recorded line at the telephone number shown in
the Transfer Agent's records for the account and could be asked the Unitholder's
Social Security number or other identifying information. The Unitholder will
then be given an opportunity to authorize proxies to vote his shares at the
Meeting in accordance with the Unitholder's instructions. To ensure that the
Unitholder's instructions have been recorded correctly, the shareholder will
also receive a confirmation of the voting instructions in the mail. A special
number will be available in case the voting information contained in the
confirmation is incorrect. If the shareholder decides after voting by telephone
to attend the Meeting, the Unitholder can revoke the proxy at that time and vote
the shares at the Meeting.
SHAREHOLDER PROPOSALS
Neither the Massachusetts Trust nor the Delaware Trust is required, nor
does either intend, to hold annual meetings of Unitholders each year. Instead,
meetings will be held only when and if required. Any Unitholders desiring to
present a proposal for consideration at the next meeting for shareholders of
their respective Portfolio must submit the proposal in writing, so that it is
received by the appropriate Portfolio within a reasonable time before any
meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
February 13, 1997
26
<PAGE>
APPENDIX A
As of January 31, 1997, each Portfolio had the following number of units
of each class outstanding:
Portfolio Institutional Administration Service Class B
- --------------------------------------------------------------------------------
ILA PRIME OBLIGATIONS
ILA GOVERNMENT
ILA TREASURY OBLIGATIONS
ILA MONEY MARKET
ILA FEDERAL
ILA TREASURY INSTRUMENTS
ILA TAX-EXEMPT DIVERSIFIED
ILA TAX-EXEMPT NEW YORK
ILA TAX-EXEMPT CALIFORNIA
<PAGE>
APPENDIX B
As of January 31, 1997, the following persons or entities owned
beneficially or of record more than 5% of the outstanding Class B,
Institutional, Administration, Service Units, as applicable, of each Portfolio:
ILA PRIME OBLIGATIONS
ILA GOVERNMENT
ILA TREASURY OBLIGATIONS
ILA MONEY MARKET
ILA FEDERAL
ILA TREASURY INSTRUMENTS
ILA TAX-EXEMPT DIVERSIFIED
ILA TAX-EXEMPT NEW YORK
ILA TAX-EXEMPT CALIFORNIA
<PAGE>
APPENDIX C
The information as to beneficial ownership set forth in the chart below
is based on statements furnished to the Portfolios by the Trustees. Each has all
voting and investment powers with respect to the units indicated. All of the
information is as of January 31, 1997.
None of the Trustees beneficially owned individually, nor did the
Trustees beneficially own as a group, in excess of one percent of the
outstanding units of any of the Portfolios as of January 31, 1997.
<TABLE>
<CAPTION>
Portfolio Bakhru Smart Springer Strubel Ford Grip McNulty McPherson Shuch
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Prime
Obligations
Portfolio
Treasury
Obligations
Portfolio
Government
Portfolio
Money
Market
Portfolio
Treasury
Instruments
Portfolio
Federal
Portfolio
Tax-Exempt
Diversified
Portfolio
California
Portfolio
New York
Portfolio
</TABLE>
<PAGE>
APPENDIX D
AGREEMENT AND PLAN OF
REORGANIZATION, CONVERSION AND TERMINATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, CONVERSION AND TERMINATION is
made as of the 28th day of January, 1997, by and between Goldman Sachs Money
Market Trust, a Massachusetts business trust (the "Registrant"), on behalf of
each of its series (each a "Fund" and collectively the "Funds"), and Goldman
Sachs Trust (the "Trust"), a Delaware business trust.
This Agreement is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368(a)(1) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and is intended to effect the reorganization (a
"Reorganization") of each Fund as a new series of the Trust (each a "Successor
Fund" and collectively the "Successor Funds"). Each Reorganization will include
the transfer of all of the assets of a Fund to a corresponding Successor Fund of
the Trust solely in exchange for (1) the assumption by the Successor Fund of all
liabilities of the Fund and (2) the issuance by the Trust to the Fund of units
of beneficial interest of the Successor Fund. The aggregate number of shares of
each class of the Successor Fund (the "Successor Fund Shares") issued to the
Fund will be equal to the number of shares of beneficial interest ("Shares") of
the corresponding Fund class outstanding immediately before the Reorganization.
These transactions will be immediately followed by a pro rata distribution by
each Fund of the Successor Fund Shares it receives in the exchange described
above to the holders of corresponding Fund Shares in exchange for those Fund
Shares, in liquidation of each Fund, all upon the terms and conditions
hereinafter set forth in this Agreement.
In consideration of the promises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows.
1. TRANSFER OF ASSETS OF THE FUNDS IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ISSUANCE OF SUCCESSOR FUND SHARES
1.1 Subject to the terms and conditions set forth herein and on the
basis of the representations and warranties contained herein, each Fund agrees
to transfer all of its assets (as described in paragraph 1.2) and to assign and
transfer all of its liabilities to a corresponding Successor Fund organized
solely for the purpose of acquiring all of the assets and assuming all of the
liabilities of that Fund. The Trust, on behalf of each Successor Fund, agrees
that in exchange for all of the assets of the corresponding Fund (1) the
Successor Fund shall assume all of the liabilities of such Fund, whether
contingent or otherwise, then existing and (2) the Trust shall issue Successor
Fund Shares to the Fund. The number of Successor Fund Shares of each class to be
issued by the Trust on behalf of each Successor Fund will be identical to the
number of Shares of the corresponding class and Fund outstanding on the Closing
Date provided for in paragraph 3.1. Such transactions shall take place at the
Closing provided for in paragraph 3.1.
1.2 The assets of each Fund to be acquired by the corresponding
Successor Fund shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable), any
claims or rights of action or rights to register shares under applicable
securities laws, any books or records of the Fund and other property owned by
the Fund and any deferred or prepaid expenses shown as assets on the books of
the Fund on the Closing Date provided for in paragraph 3.1.
1.3 Immediately after delivery to each Fund of corresponding Successor
Fund Shares, a duly authorized officer of Registrant shall cause each Fund, as
the sole shareholder of the
<PAGE>
corresponding Successor Fund, to (i) elect the Trustees of the Trust; (ii)
ratify the selection of the Trust's independent accountants; (iii) approve an
investment advisory agreement and, if applicable, a subadvisory agreement for
the Successor Fund in substantially the same form as the investment advisory
agreement and, if applicable, a subadvisory agreement in effect with respect to
the Fund immediately prior to the closing of the reorganization, including any
changes thereto approved by the shareholders of the Fund at the meeting of
Shareholders to be held on April 1, 1997; (iv) approve distribution and
authorized dealer service plans for the Class A Shares, if any, of the Successor
Fund in substantially the same form as the distribution and authorized dealer
service plans currently in effect with respect to the Class A Shares of the
Fund, (v) approve distribution and authorized dealer service plans for the Class
B Shares, if any, of the Successor Fund in substantially the same form as the
distribution and authorized dealer service plans currently in effect with
respect to the Class B Shares of the Fund, (vi) approve a preferred
administration plan for the preferred administration shares, if any, of the
Successor Fund in substantially the same form as the preferred administration
plan currently in effect with respect to the Preferred Administration Shares of
the Fund, (vii) approve an administration plan with respect to the
Administration Shares, if any, of the Successor Fund in substantially the same
form as the administration plan currently in effect for Administration Shares of
the Fund; (viii) approve a service plan with respect to the Service Shares, if
any, of the Successor Fund in substantially the same form as the service plan
currently in effect for Service Shares of the Fund; and (ix) adopt investment
objectives, investment policies and investment restrictions which are
substantially identical to those of the Fund immediately prior to the closing of
the reorganization, including any changes thereto approved by the shareholders
of the Fund at the meeting of shareholders to be held on April 1, 1997.
1.4 As provided in paragraph 3.4, on the Closing Date each Fund will
distribute in liquidation the Successor Fund Shares of each class to each
shareholder of record, determined as of the close of business on the Closing
Date, of the corresponding class of the Fund pro rata in proportion to such
shareholder's beneficial interest in that class and in exchange for that
shareholder's Shares. Such distribution will be accomplished by the transfer of
the Successor Fund Shares then credited to the account of each Fund on the share
records of the Trust to open accounts on those records in the names of such Fund
Shareholders and representing the respective pro rata number of each class of
the Successor Fund Shares received from the Successor Funds which is due to such
Fund Shareholders. Fractional Successor Fund Shares shall be rounded to the
third place after the decimal point.
1.5 Ownership of the Successor Fund Shares by each Successor Fund
Shareholder shall be recorded separately on the books of Goldman, Sachs & Co.
("Goldman Sachs"), as the Trust's transfer agent.
1.6 Any transfer taxes payable upon the issuance of Successor Fund
Shares in a name other than the registered holder of the Fund Shares on the
books of any Fund shall be paid by the person to whom such Successor Fund Shares
are to be distributed as a condition of such transfer. Any deferred sales charge
payable with respect to any class of a Fund's shares will not be required to be
paid as a result of the exchange described in paragraph 1.4 but will continue to
be payable on the same basis with respect to the Shares of the Successor Fund.
1.7 Fund Shareholders holding certificates representing their ownership
of any class of Shares of a Fund shall surrender such certificates or deliver an
affidavit with respect to lost certificates, in such form and accompanied by
such surety bonds as Registrant may require (collectively, an "Affidavit"), to
Registrant prior to the Closing Date. Any Fund Share certificate which remains
outstanding on the Closing Date shall be deemed to be cancelled, shall no longer
evidence ownership of any Shares of the Fund and shall instead evidence
ownership of corresponding Successor Fund Shares. Unless and until any such
certificate shall be so surrendered or an Affidavit relating thereto shall be
delivered, dividends and other distributions payable by the applicable Successor
Fund
<PAGE>
subsequent to the Closing Date with respect to Successor Fund Shares shall be
paid to the holder of such certificate(s), but such shareholders may not redeem
or transfer Successor Fund Shares received in the Reorganization. The Trust will
not issue share certificates in the Reorganization.
1.8 The legal existence of each Fund and the Registrant shall be
terminated as promptly as reasonably practicable after the Closing Date.
2. VALUATION
2.1 The value of each Fund's net assets to be acquired by the Trust on
behalf of the Successor Funds hereunder shall be the net asset value computed as
of the valuation time provided in the Fund's prospectus(es) on the Closing Date
using the valuation procedures set forth in the Fund's current prospectus(es)
and statement of additional information.
2.2 The value of full and fractional Successor Fund Shares of each class
to be issued in exchange for each Fund's net assets shall be equal to the value
of the net assets of the corresponding class of such Fund on the Closing Date,
and the number of such Successor Fund Shares of each class shall equal the
number of full and fractional Fund Shares outstanding on the Closing Date.
2.3 All computations of value shall be made by State Street Bank and
Trust Company (the "Custodian"), as custodian for the Funds and the Trust.
3. CLOSING AND CLOSING DATE
3.1 The transfer of each Fund's assets in exchange for the assumption by
the corresponding Successor Fund of the Fund's liabilities and the issuance of
Successor Fund Shares to the Fund, as described above, together with related
acts necessary to consummate such acts (the "Closing"), shall occur at the
offices of Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606 on
April 30, 1997 ("Closing Date"), or at such other place or date on or prior to
December 31, 1997 as the parties may agree in writing. All acts taking place at
the Closing shall be deemed to take place simultaneously as of the last daily
determination of the net asset value of the Funds or at such other time and or
place as the parties may agree.
3.2 In the event that on the Closing Date (a) the New York Stock
Exchange is closed to trading or trading thereon is restricted or (b) trading or
reporting of trading on said Exchange or in any market in which portfolio
securities of a Fund are traded is disrupted so that accurate appraisal of the
value of the total net assets of that Fund is impracticable, the Closing with
respect to that Fund shall be postponed until the first business day upon which
trading shall have been fully resumed and reporting shall have been restored.
3.3 Registrant shall deliver at the Closing a certificate or separate
certificates of an authorized officer stating that it has notified the
Custodian, as custodian for the Funds and the Trust, of the Funds'
reorganizations as series of the Trust.
3.4 Goldman Sachs, as transfer agent for the Funds, shall deliver at the
Closing a certificate evidencing the conversion on its books and records of each
Fund Shareholder account to a corresponding Successor Fund Shareholder account.
The Trust shall issue and deliver to each Fund a confirmation evidencing the
crediting of Successor Fund Shares to the appropriate shareholder accounts on
the Closing Date or provide other evidence satisfactory to the Fund that such
Successor Fund Shares have been credited to the Fund's account on the books of
the Trust. At the Closing each party shall deliver to the other such bills of
sale, checks, assignments, stock certificates, receipts or other documents as
such other party or its counsel may reasonably request.
<PAGE>
3.5 Portfolio securities that are not held in book-entry form in the
name of the Custodian as record holder for a Fund shall be presented by such
Fund to the Custodian for examination no later than five business days preceding
the Closing Date. Portfolio securities which are not held in book- entry form
shall be delivered by the Fund to the Custodian for the account of its
respective Successor Fund on the Closing Date, duly endorsed in proper form for
transfer, in such condition as to constitute good delivery thereof in accordance
with the custom of brokers, and shall be accompanied by all necessary federal
and state stock transfer stamps or a check for the appropriate purchase price
thereof. Portfolio securities held of record by the Custodian in book-entry form
on behalf of each Fund shall be delivered to the Successor Fund by the Custodian
by recording the transfer of beneficial ownership thereof on its records. The
cash delivered shall be in the form of currency or by the Custodian crediting
the Successor Fund's account maintained with the Custodian with immediately
available funds.
4. REPRESENTATIONS AND WARRANTIES
4.1 Registrant represents and warrants, on behalf of itself and
each Fund, as follows:
4.1.A. Registrant is a business trust duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts and has
the power to own all of its properties and assets and, subject to approval by
the shareholders of the Funds, to perform its obligations under this Agreement.
Registrant is not required to qualify to do business in any jurisdiction in
which it is not so qualified or where failure to qualify would not subject it or
the Funds to any material liability or disability. Registrant has all necessary
federal, state and local authorizations to own all of its properties and assets
and to carry on the business of Registrant and the Funds as now being conducted.
The Funds are duly established and designated series of Registrant;
4.1.B. Registrant is a registered investment company classified as a
management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), is in
full force and effect;
4.1.C. Registrant is not, and the execution, delivery and performance
of this Agreement will not result, in violation of any provision of its
Declaration of Trust or Bylaws, or any agreement, indenture, instrument,
contract, lease or other undertaking to which Registrant is a party or by which
Registrant is bound;
4.1.D. At the date hereof and at the Closing Date all federal, state
and other tax returns and reports, including information returns and payee
statements, of the Funds required by law to have been filed or furnished by such
dates shall have been filed or furnished and all federal, state and other taxes,
interest and penalties shall have been paid so far as due or provision shall
have been made for the payment thereof and no such return is currently under
audit and no assessment has been asserted with respect to any of such returns or
reports;
4.1.E. Each Fund has elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified as such for each taxable
year since its inception, and will qualify as such as of the Closing Date;
4.1.F. All issued and outstanding shares of Registrant and each Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and nonassessable by Registrant. Registrant does not have outstanding
any options, warrants or other rights to subscribe for
<PAGE>
or purchase any shares of beneficial interest of Registrant or any Fund, nor is
there outstanding any security convertible into any of such shares;
4.1.G. The information to be furnished by Registrant for use in
applications for orders, registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete and shall comply in all
material respects with federal securities and other laws and regulations
thereunder applicable thereto;
4.1.H. At the Closing Date, Registrant, on behalf of the Funds, will
have good and marketable title to the assets to be transferred to the Trust, on
behalf of the Successor Funds, pursuant to paragraph 1.1, and will have full
right, power and authority to sell, assign, transfer and deliver such assets
hereunder. Upon delivery and in payment for such assets, the Trust on behalf of
the Successor Funds will acquire good and marketable title thereto subject to no
restrictions on the full transfer thereof, including such restrictions as might
arise under the Securities Act of 1933, as amended (the "1933 Act");
4.1.I. The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action on
the part of Registrant. This Agreement constitutes a valid and binding
obligation of Registrant and each Fund enforceable in accordance with its terms,
subject to the approval of each Fund's shareholders;
4.1.J. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Registrant, on behalf
of the Funds, of the transactions contemplated herein, except such as shall have
been obtained prior to the Closing Date.
4.2 The Trust represents and warrants, on behalf of itself and each
Successor Fund, as follows:
4.2.A. The Trust is a business trust duly organized, validly existing
and in good standing under the laws of the State of Delaware and has the power
to own all of its properties and assets and to perform its obligations under
this Agreement. The Trust is not required to qualify to do business in any
jurisdiction in which it is not so qualified or where failure to qualify would
not subject it or the Successor Funds to any material liability or disability.
The Trust has all necessary federal, state and local authorizations to own all
of its properties and assets and to carry on the business of the Trust and the
Successor Funds as now being conducted. The Successor Funds are duly established
and designated series of the Trust;
4.2.B. The Trust is not, and the execution, delivery and performance of
this Agreement will not result, in violation of any provision of the Declaration
of Trust or Bylaws of the Trust or any agreement, indenture, instrument,
contract, lease or other undertaking to which the Trust is a party or by which
the Trust is bound;
4.2.C. The Trust will cause each Successor Fund to qualify as a
regulated investment company under Subsection M of the Code for the taxable year
in which the Closing occurs and to continue to qualify as such for each taxable
year;
4.2.D. Prior to the Closing Date, there shall be no issued and
outstanding Successor Fund Shares or any other securities of the Successor
Funds. Successor Fund Shares issued in connection with the transactions
contemplated herein will be duly and validly issued and outstanding and fully
paid and non-assessable by the Trust;
<PAGE>
4.2.E. The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the Trust, and this
Agreement constitutes a valid and binding obligation of the Trust and each
Successor Fund enforceable against the Trust and each Successor Fund in
accordance with its terms;
4.2.F. The information to be furnished by the Trust with respect to the
Successor Funds for use in applications for orders, registration statements,
proxy materials and other documents which may be necessary in connection with
the transactions contemplated hereby shall be accurate and complete and shall
comply in all material respects with federal securities and other laws and
regulations applicable thereto;
4.2.G. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Trust or the
Successor Funds of the transactions contemplated herein, except such as shall
have been obtained prior to the Closing Date.
5. COVENANTS OF REGISTRANT AND THE TRUST
5.1 Registrant covenants that the Successor Fund Shares are not being
acquired for the purpose of making any distribution thereof, other than in
accordance with the terms of this Agreement.
5.2 Registrant covenants that it will assist the Trust in obtaining such
information as the Trust reasonably requests concerning the beneficial ownership
of Fund Shares.
5.3 Registrant will, on behalf of the Funds, from time to time as and
when requested by the Trust on behalf of the Successor Funds, execute and
deliver, or cause to be executed and delivered, all such assignments and other
instruments, and will take or cause to be taken such further action, as the
Trust may deem necessary or desirable in order to vest in, and confirm to, the
Trust on behalf of the Successor Funds, title to, and possession of, all the
assets of each Fund to be sold, assigned, transferred and delivered to its
corresponding Successor Fund hereunder and otherwise to carry out the intent and
purpose of this Agreement.
5.4 The Trust will, on behalf of the Successor Funds, from time to time
as and when requested by Registrant on behalf of the Funds, execute and deliver
or cause to be executed and delivered all such assignments and other
instruments, and will take or cause to be taken such further action, as
Registrant may deem necessary or desirable in order to vest in, and confirm to,
Registrant, on behalf of the Funds, title to, and possession of, the Successor
Fund Shares issued, sold, assigned, transferred and delivered hereunder and
otherwise to carry out the intent and purpose of this Agreement.
5.5 The Trust, on behalf of the Successor Funds, shall use all
reasonable efforts to obtain the approvals and authorizations required by the
1933 Act, the 1940 Act and such state securities laws as it may deem appropriate
in order to operate after the Closing Date;
5.6 Subject to the provisions of this Agreement, the Trust and
Registrant each will take, or cause to be taken, all action and will do or cause
to be done all things reasonably necessary, proper or advisable to consummate
and make effective the transactions contemplated by this Agreement.
5.7 As promptly as practicable, but in any event within 60 days after
the closing date, Registrant shall furnish to the Trust, in such form as is
reasonably satisfactory to the Trust, a statement of the earnings and profits of
each Funds for federal income tax purposes, and of any capital loss
<PAGE>
carryovers and other items that will be carried over to each Successor Fund as a
result of Section 381 of the Code. Such statement shall be certified by the
President or Treasurer of Registrant.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF REGISTRANT AND THE FUNDS
The obligations of Registrant and each Fund to consummate the
transactions provided for herein shall be subject to the performance by the
Trust, on behalf of the Successor Funds, of all the obligations to be performed
by the Trust and the Successor Funds hereunder on or before the Closing Date
and, in addition thereto, to the following further conditions:
6.1 All representations and warranties of the Trust and each
Successor Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date; and
6.2 The Trust shall have delivered on the Closing Date to Registrant
a certificate executed in the Trust's name by its President or Vice President,
in form and substance satisfactory to Registrant, dated as of the Closing Date,
to the effect that the representations and warranties of the Trust and each
Successor Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated by
this Agreement, and as to such other matters as Registrant shall reasonably
request.
Each of the foregoing conditions precedent may be waived by Registrant.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST AND THE
SUCCESSOR FUNDS
The obligations of the Trust and each Successor Fund to consummate the
transactions provided for herein shall be subject to the performance by
Registrant, on behalf of the Funds, of all the obligations to be performed by
Registrant and the Funds hereunder on or before the Closing Date and, in
addition thereto, to the following further conditions:
7.1 All representations and warranties of Registrant and each Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date, with the same force and
effect as if made on and as of the Closing Date;
7.2 Registrant shall have delivered to the Trust on the Closing Date
a statement of the assets and liabilities of each Fund, prepared in accordance
with generally accepted accounting principles consistently applied, together
with a certificate of the Treasurer or Assistant Treasurer of Registrant as to
each Fund's portfolio securities and each Fund's federal income tax basis and
holding period for each such portfolio security as of the Closing Date; and
7.3 Registrant shall have delivered to the Trust on the Closing Date
a certificate executed in Registrant's name by its President or Vice President,
in form and substance satisfactory to the Trust, dated as of the Closing Date,
to the effect that the representations and warranties of Registrant and each
Fund made in this Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as the Trust shall reasonably request.
Each of the foregoing conditions precedent may be waived by the Trust.
<PAGE>
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF REGISTRANT, THE FUNDS,
THE TRUST AND THE SUCCESSOR FUNDS
The obligations of Registrant, the Funds, the Trust and the Successor
Funds are each subject to the further conditions that on or before the Closing
Date:
8.1 This Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of each Fund's Shareholders in
accordance with applicable law;
8.2 On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with the
transactions contemplated hereby;
8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state securities authorities) deemed necessary by the
Trust or Registrant to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of the Trust, the Funds,
Registrant or the Successor Funds, provided that either party hereto may waive
any of such conditions for itself or its respective series;
8.4 Registrant and the Trust shall have received on or before the
Closing Date an opinion of Hale and Dorr LLP satisfactory to Registrant and the
Trust, substantially to the effect that for federal income tax purposes:
8.4.A. The acquisition of all of the assets of each Fund by its
corresponding Successor Fund solely in exchange for the issuance of Successor
Fund Shares to the Fund and the assumption by the Successor Fund of all of the
liabilities of the Fund, followed by the distribution in liquidation by the Fund
of such Successor Fund Shares to the Fund Shareholders in exchange for their
Fund Shares and the termination of the Fund, will constitute a reorganization
within the meaning of Section 368(a)(1) of the Code, and the Fund and the
Successor Fund will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code;
8.4.B. No gain or loss will be recognized by any Fund upon (i) the
transfer of all of its assets to its corresponding Successor Fund solely in
exchange for the issuance of Successor Fund Shares to the Fund and the
assumption by the Successor Fund of the Fund's liabilities and (ii) the
distribution by the Fund of such Successor Fund Shares to the Fund Shareholders;
8.4.C. No gain or loss will be recognized by any Successor Fund upon
its receipt of all of the corresponding Fund's assets solely in exchange for the
issuance of the Successor Fund Shares to the Fund and the assumption by the
Successor Fund of all of the liabilities of the Fund;
8.4.D. The tax basis of the assets acquired by a Successor Fund from
its corresponding Fund will be, in each instance, the same as the tax basis of
those assets in the Fund's hands immediately prior to the transfer;
8.4.E. The tax holding period of the assets of each Fund in the hands
of its corresponding Successor Fund will, in each instance, include the Fund's
tax holding period for those assets;
<PAGE>
8.4.F. Each Fund's Shareholders will not recognize gain or loss upon
the exchange of all of their shares of the Fund solely for Successor Fund Shares
as part of the transaction;
8.4.G. The tax basis of the Successor Fund Shares received by Fund
Shareholders in the transaction will be, for each shareholder, the same as the
tax basis of the Fund Shares surrendered in exchange therefor; and
8.4.H. The tax holding period of the Successor Fund Shares received by
Fund Shareholders will include, for each shareholder, the tax holding period for
the Fund Shares surrendered in exchange therefor, provided that such Fund Shares
were held as capital assets on the date of the exchange.
Registrant and the Trust each agree to make and provide representations with
respect to the Funds and the Successor Funds, respectively, which are reasonably
necessary to enable Hale and Dorr LLP to deliver an opinion substantially as set
forth in this paragraph 8.4, which opinion may address such other federal income
tax consequences, if any, that Hale and Dorr LLP believes to be material to the
Reorganization.
Each of the foregoing conditions precedent to the obligations of a
party, except for the receipt of the opinion of Hale and Dorr LLP set forth in
paragraph 8.4, may be waived by that party.
9. BROKERAGE FEES AND EXPENSES
9.1 The Trust, on behalf of the Successor Funds, and Registrant, on
behalf of the Funds, each represent and warrant to the other than there are no
broker's or finder's fees payable in connection with the transactions
contemplated hereby.
9.2 Each Fund and each Successor Fund shall be liable for any
expenses incurred by them in connection with entering into and carrying out the
provisions of this Agreement whether or not the transactions contemplated hereby
are consummated .
10. ENTIRE AGREEMENT
The Trust, on behalf of the Successor Funds, and Registrant, on behalf
of the Funds, agree that neither party has made any representation, warranty or
covenant not set forth herein and that this Agreement constitutes the entire
agreement between the parties. The representations, warranties and covenants
contained herein or in any document delivered pursuant hereto or in connection
herewith shall survive the consummation of the transactions contemplated
hereunder.
11. TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Trust and Registrant. In addition, either the Trust or Registrant may at its
option terminate this Agreement at or prior to the Closing Date because:
11.1.A. There exists a material breach by the other party of
any representations, warranties or agreements contained herein to be performed
at or prior to the Closing Date; or
11.1.B. A condition expressed precedent to the obligations of
the terminating party has not been met and it reasonably appears that it will
not or cannot be met.
11.1.C. A majority of the members of the Board of Trustees of
the Registrant determine
<PAGE>
that it is not in the best interest of the Funds or their shareholders
to proceed with the transactions contemplated by this Agreement.
11.2 In the event of any such termination, there shall be no
liability for damages on the part of the Trust or Registrant, or their
respective Trustees or officers, to the other party or its Trustees or officers.
12. AMENDMENT
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the parties; provided, however,
that following the approval of this Agreement by any Fund's Shareholders, no
such amendment may have the effect of changing the provisions for determining
the number of Successor Fund Shares to be paid to that Fund's Shareholders under
this Agreement to the detriment of such Fund Shareholders without their further
approval.
13. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
13.1 The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
13.4 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder shall be
made by any party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.
13.5 All persons dealing with the Trust, the Funds, Registrant or the
Successor Funds must look solely to the property of the Trust, the Funds,
Registrant or the Successor Funds, respectively, for the enforcement of any
claims against the Trust, the Funds, Registrant or the Successor Funds, as
neither the Trustees, officers, agents nor shareholders of the Trust or
Registrant assume any personal liability for obligations entered into on behalf
of the Trust or Registrant, respectively. No series of Registrant or the Trust
shall be responsible for any obligations assumed by or on behalf of any other
series of Registrant or the Trust under this Agreement.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to Registrant or the Trust, each
at 4900 Sears Tower, Chicago, Illinois 60606, Attention: Secretary.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer.
GOLDMAN SACHS TRUST, on behalf of the following series:
By:_____________________________
Its:____________________________
GOLDMAN SACHS MONEY MARKET TRUST
on behalf of the following series:
By:_____________________________
Its:____________________________
<PAGE>
APPENDIX E
GOLDMAN SACHS MONEY MARKET TRUST
AMENDED AND RESTATED INVESTMENT RESTRICTIONS
The Trust may not on behalf of any Portfolio:
(1) make any investment inconsistent with the Portfolio's classification as
a diversified company under the Investment Company Act of 1940, as
amended (the "Act"). This restriction does not, however, apply to any
Portfolio classified as a non-diversified company under the Act.
(2) purchase securities if such purchase would cause more than 25% in the
aggregate of the market value of the total assets of a Portfolio to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to, and each Portfolio reserves freedom of
action, when otherwise consistent with its investment policies, to
concentrate its investments in obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, obligations (other
than commercial paper) issued or guaranteed by U.S. banks and U.S.
branches of U.S. or foreign banks and repurchase agreements and
securities loans collateralized by such U.S. Government obligations or
such bank obligations. For the purposes of this restriction, state and
municipal governments and their agencies, authorities and
instrumentalities are not deemed to be industries; telephone companies
are considered to be a separate industry from water, gas or electric
utilities; personal credit finance companies and business credit finance
companies are deemed to be separate industries; and wholly owned finance
companies are considered to be in the industry of their parents if their
activities are primarily related to financing the activities of their
parents. Notwithstanding the foregoing, the ILA Money Market Portfolio
will invest more than 25% of the value of its total assets in bank
obligations (whether foreign or domestic) except that if adverse
economic conditions prevail in the banking industry the ILA Money Market
Portfolio may, for defensive purposes, temporarily invest less than 25%
of the value of its total assets in bank obligations.
(3) borrow money, except (a) that 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 credit as may be necessary for the
clearance of purchases and sales of portfolio securities and (d) the
Portfolio may purchase securities on margin to the extent permitted by
applicable law.
(4) make loans, except (a) through the purchase of debt obligations in
accordance with each Portfolio investment objective and policies, (b)
through repurchase agreements with banks, brokers, dealers and other
financial institutions, and (c) loans of securities.
(5) 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.
(6) purchase, hold or deal in real estate, although the 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 the Portfolio as a result of the ownership of securities.
<PAGE>
(7) 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.
(8) issue senior securities to the extent such issuance would violate
applicable law.
Each Portfolio may, notwithstanding any other fundamental investment
restriction or policy, invest some or all of its assets in securities of a
single open-end investment company or series thereof with substantially the same
fundamental investment objectives, restrictions and policies as the Portfolio.
<PAGE>
Shareholder sign here Co-owner sign here Please sign exactly as your
name appears on this proxy, if joint owners, EITHER may sign this proxy. When
signing as attorney, executor, administrator, trustee, guardian or corporate
officer, please give your full title.
Financial Square Fund
February 13, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Goldman Sachs Money Market Trust, to be held on Monday, April 1, 1997 at 9:00
a.m., Chicago time, at the offices of Goldman, Sachs & Co. located at 4900 Sears
Tower, Chicago, Illinois 60606.
At this important meeting, you will be asked to consider and take action on the
election of Trustees and the ratification of the selection of independent public
accountants, Arthur Andersen LLP. In addition, you will be asked to approve
changes to the investment restrictions and policies of the Funds, the
organization of the Funds and the management agreements. We believe that the
proposals are important and will allow us to improve the Funds' operations,
simplify disclosure and, hopefully, attract more investment dollars. You should
carefully read the Proxy Statement that discusses each proposal in detail. The
formal Notice of Special Meeting of Shareholders and the Proxy Statement setting
forth in detail the matters to come before the meeting are attached hereto, and
a form of Proxy is enclosed for your use.
First, the conversion of the Funds into series of a newly formed Delaware
business trust will be proposed. As discussed in the accompanying Proxy
Statement, such conversions will not result in any change to the assets, fees or
policies of the Funds; however, the Trustees believe that organizing the Funds
as series of a Delaware business trust offers certain advantages. These
advantages include a clear limitation on shareholder liability, greater
flexibility for the Trustees to take actions without the cost and delay of a
shareholders meeting and the potential for cost savings.
Second, you will be asked to authorize each Fund to invest substantially all of
its assets in another open-end investment company with the same investment
objectives and policies as the Fund. Again, the Trustees believe that the
ability to adopt such a structure offers the potential for greater efficiencies
and flexibility. While the Funds have no immediate plan to adopt such a
structure, considering this proposal now will eliminate the need and expense of
further shareholder action.
<PAGE>
Third, the Trustees propose amending and restating the funds' investment
restrictions. Certain of the Funds' investment restrictions were required by
state laws that no longer are applicable to the Funds or are more restrictive
than required by federal law. The amended restrictions will expand the range of
investment opportunities and techniques available to the Funds without changing
the Funds' investment objectives or risk profile. Also, by adopting a uniform
set of restrictions, compliance and disclosure relating to these restrictions
can be simplified.
Finally, amended and restated advisory agreements for certain Funds will be
proposed. These revised agreements combine the advisory and administration
services into a single contract but WILL NOT RESULT IN ANY INCREASE IN FEES OR
REDUCTION IN SERVICES TO THE FUNDS. Consolidating these services in one
agreement will simplify the fee structure of the Funds. Such simplification
assists shareholders and potential investors in understanding and comparing the
expenses of the Funds.
THE TRUSTEES HAVE UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS APPROVE EACH ITEM TO
BE ACTED UPON AT THE MEETING.
The continuing interest of the shareholders in the affairs of the Funds is
gratefully acknowledged, and we hope that many of you will plan to attend the
Special Meeting. Whether or not you expect to attend the meeting, it is
important that your shares be represented. Therefore, I urge you to vote FOR the
nominees for election as Trustees and each of the other proposals contained in
the Proxy Statement.
Sincerely,
Douglas C. Grip
President
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST (THE "TRUST")
FINANCIAL SQUARE PRIME OBLIGATIONS FUND
FINANCIAL SQUARE GOVERNMENT FUND
FINANCIAL SQUARE TREASURY OBLIGATIONS FUND
FINANCIAL SQUARE MONEY MARKET FUND
FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND
4900 SEARS TOWER
CHICAGO, ILLINOIS 60606
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 1, 1997
A Special Meeting of Shareholders of each Fund (the "Meeting") referred to above
(the "Funds") will be held on April 1, 1997, at 9:00 a.m. (Chicago time) at the
offices of Goldman, Sachs & Co. located at 4900 Sears Tower, Chicago, Illinois
60606, for the following purposes:
(1) WITH RESPECT TO THE TRUST, to elect nine Trustees;
(2) WITH RESPECT TO THE TRUST, to ratify or reject the selection of
Arthur Andersen LLP as Independent Accountants of the Trust for
the fiscal year ending December 31, 1997;
(3) WITH RESPECT TO EACH FUND, to approve an Agreement and Plan of
Reorganization pursuant to which each Fund will be reorganized
as a series of Goldman Sachs Trust, a Delaware business trust;
(4) WITH RESPECT TO EACH FUND, (a) to approve an amendment to the
Fund's fundamental investment restrictions to permit each Fund
to invest substantially all of its assets in another open-end
investment company; and (b) to amend the Trust's Declaration of
Trust to permit such an investment without shareholder
approval;
(5) WITH RESPECT TO EACH FUND, to amend the Fund's investment
restrictions;
(6) WITH RESPECT TO EACH FUND, to approve an amended and restated
management agreement; and
(7) To transact such other business as may properly come before the
Meeting and any adjournment or adjournments thereof.
YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSALS
RELATING TO YOUR FUND(S).
<PAGE>
Shareholders of record of each Fund at the close of business on January 31, 1997
will be entitled to vote at the Meeting or at any adjournment or adjournments
thereof. The proxy statement and proxy card are being mailed to shareholders on
or about February 13, 1997.
It is important that you return your signed and dated Proxy Card promptly,
regardless of the size of your holdings, so that a quorum may be assured.
By Order of the Board of Trustees
of Goldman Sachs Money Market Trust,
Michael J. Richman, Secretary
February 13, 1997
<PAGE>
PLEASE COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE SHARES HELD BY YOU AND
RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE
RECORDED. NO POSTAGE IS REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
YOUR PROMPT RETURN OF YOUR PROXY OR PROXIES MAY SAVE THE TRUST THE NECESSITY AND
EXPENSE OF FURTHER SOLICITATIONS. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON.
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST (THE "TRUST")
FINANCIAL SQUARE PRIME OBLIGATIONS FUND
FINANCIAL SQUARE GOVERNMENT FUND
FINANCIAL SQUARE TREASURY OBLIGATIONS FUND
FINANCIAL SQUARE MONEY MARKET FUND
FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND
4900 Sears Tower
Chicago, Illinois 60606
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees (collectively, the "Trustees")
of Goldman Sachs Money Market Trust (the "Trust") to be used at a Special
Meeting of shareholders of the series of the Trust listed above (collectively,
the "Funds") to be held at the offices of Goldman, Sachs & Co. ("Goldman
Sachs"), 4900 Sears Tower, Chicago, Illinois 60606, on Monday, April 1, 1997, at
9:00 a.m. (Chicago time) for the purposes set forth in the accompanying Notice
of Meeting. Such meeting and any adjournment thereof is referred to as the
"Meeting."
The Trustees have fixed the close of business on January 31, 1997 as the
record date (the "Record Date") for determining the shareholders of each Fund
entitled to notice of and to vote at the Meeting. Shareholders of record of each
Fund on the Record Date are entitled to one vote per share at the Meeting or any
adjournment of the Meeting relating to their Fund.
Appendix A hereto sets forth the number of shares of beneficial interest
of each class of each Fund outstanding as of January 31, 1997. Appendix B hereto
sets forth the persons who owned beneficially or of record more than 5% of any
class of shares of any Fund as of January 31, 1997.
Proxies will be solicited by mail and may also be solicited in person or
by telephone by officers of Goldman Sachs or Goldman Sachs Asset Management
("GSAM") and by the Trustees. In addition, the Trust's transfer agent, Goldman
Sachs, will solicit proxies in person and/or by telephone at a cost to each Fund
of between $____ and $____. The transfer agent may engage an independent proxy
solicitation firm to assist it in soliciting proxies.
The following table summarizes the proposals to be voted on at the Meeting
and indicates those shareholders who are being solicited with respect to each
proposal. In
<PAGE>
connection with each of the matters set forth in the attached Notice of Meeting,
a Fund's classes of shares will vote together as a single class.
<PAGE>
SUMMARY OF VOTING ON PROPOSALS
<TABLE>
<CAPTION>
Proposal Shareholders Solicited
-------- ----------------------
<S> <C>
1. Election of nine Trustees. The Trust with all of its series
(including series of the Trust
being solicited pursuant to
a separat proxy statement)
voting as a single class.
2. Ratification of the selection of
Arthur Andersen LLP as The Trust with all of its series
independent accountants for the (including series of the Trust
fiscal year ending December 31, being solicited pursuant to a
1997. separate proxy statement)
voting as a single class..
3. Approval of an Agreement and
Plan of Reorganization pursuant Each Fund voting separately.
to which each Fund will be reorganized
as a series of Goldman Sachs
Trust, a Delaware business trust.
4. (a) Approval of an amendment to each (a) Each Fund voting separately as
Fund's investment restrictions to to the investment restriction and
permit the Fund to invest (b) all of the series of the Trust
substantially all of its assets (including series of the Trust being
in another open-end investment solicited pursuant to a separate proxy
company and (b) approval of a statement) voting as a single
corresponding amendment to class, as to the amendment to
the Trust's Declaration of the Declaration of Trust.
Trust.
5.(a)-(k)Approval of amended and Each Fund voting separately.
restated investment restrictions.
6. Approval of an amended and Each Fund voting separately.
restated management agreement.
</TABLE>
THE TRUST WILL FURNISH, WITHOUT CHARGE, COPIES OF THE FUNDS' DECEMBER
31, 1996 ANNUAL SHAREHOLDERS REPORT AND COPIES OF THE JUNE 30, 1996 SEMI-ANNUAL
SHAREHOLDERS REPORT TO ANY SHAREHOLDER UPON REQUEST ADDRESSED TO GOLDMAN, SACHS
& CO., 4900 SEARS TOWER, CHICAGO, ILLINOIS 60606 OR BY TELEPHONE AT 800-621-
2550.
<PAGE>
This Proxy Statement and the form of Proxy are being first mailed
to shareholders on or about February 13, 1997.
<PAGE>
PROPOSAL 1
----------
ELECTION OF TRUSTEES
At a meeting on January 28, 1997, the Trustees, including the Trustees who
are not "interested persons" (as defined by the Investment Company Act of 1940,
as amended (the "1940 Act")) of the Funds (the "Independent Trustees"), voted to
approve, and to recommend to the shareholders that they approve, a proposal to
elect nine (9) Trustees (the "Nominees") to the Board of Trustees of Goldman
Sachs Money Market Trust. Information concerning the Nominees and other relevant
factors is discussed below.
Using the enclosed form of proxy, a shareholder may authorize the
proxies to vote his or her shares for the Nominees or may withhold from the
proxies authority to vote his or her shares for one or more of the Nominees. If
no contrary instructions are given, the proxies will vote FOR the Nominees. Each
of the Nominees has consented to his or her nomination and has agreed to serve
if elected. If, for any reason, any Nominee should not be available for election
or able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as the Trustees may designate. None of
the Funds has any reason to believe that it will be necessary to designate a
substitute Nominee.
INFORMATION CONCERNING NOMINEES
The following table sets forth certain information about each Nominee,
including each Nominee's principal occupation or employment during the past five
years.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST
POSITIONS WITH TRUST DURING THE LAST FIVE YEARS BECAME
TRUSTEE
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Ashok N. Bakhru (53) Executive Vice President-Finance & 1991
Chairman and Trustee Administration & Chief Financial
Officer, Coty, Inc. (since April 1996);
President, ABN Associates (since
June 1994); Senior Vice President of
Scott Paper Company (until June
1994); Director of Arkwright-Mutual
Insurance Company; Trustee of
International House of Philadelphia;
Member of Cornell University
Council; and Trustee of the
Walnut Street Theater. Mr. Bakhru
has been a Director of Goldman Sachs
Equity Portfolios, Inc. since
March 1990 and a Trustee of Goldman
Sachs Trust since November 1991.
David B. Ford (51)* Managing Director, Goldman Sachs 1994
Trustee (since 1996); General Partner,
Goldman Sachs (1996-1986); Co-Head of GSAM
(since December 1994). Mr. Ford has been a
director of Goldman Sachs Equity Portfolios,
Inc. and a Trustee of Goldman Sachs Trust
since 1994.
Douglas Vice President, Goldman Sachs (since May To be
Grip (35)* 1996); President, MFS Retirement elected in
Trustee and President Services Inc. of Massachusetts Financial 1997
Services (prior thereto). Mr. Grip has
been a Director of Goldman Sachs Equity
Portfolios, Inc. and a Trustee of Goldman
Sachs Trust since 1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OR EMPLOYMENT FIRST
POSITIONS WITH TRUST DURING THE LAST FIVE YEARS BECAME
TRUSTEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
John P. McNulty (44)* Managing Director, Goldman Sachs (since 1996); To be elect-
Trustee General Partner of Goldman Sachs ed in 1997
(1990 to 1994 and 1996-1995); Co-Head of
GSAM (since November 1995); Limited
Partner of Goldman Sachs (1994 to November 1995).
Mary P. McPherson (60) President of Bryn Mawr College (since 1978); To be elected
Trustee Director of Josiah Macy, Jr, in 1997
Foundation (since 1977); Director of the
Philadelphia Contributionship (since
1985); Director of Amherst College
(since 1986); Director of Dayton Hudson
Corporation (since 1988);
Director of the Spencer Foundation (since 1993); and
member of PNC Advisory Board (since 1993).
Alan A. Shuch (48)* Managing Director, Goldman Sachs (since 1996); 1990
Trustee Limited Partner, Goldman Sachs (1996-1994);
Director and Vice President of
Goldman Sachs Funds Management, Inc.
(April 1990 to November 1994);
President and Chief Operating Officer,
GSAM (September 1988 to
November 1994). Mr. Shuch has been
a Director of Goldman Sachs Equity
Portfolios, Inc. since November
1991 and a Trustee of Goldman
Sachs Trust since November 1991.
Jackson W. Smart (66) Chairman and Chief Executive Officer, MSP 1984
Trustee Communications, Inc. (a company engaged in
radio broadcasting; since November 1988);
Director, Federal Express Corporation
and North American Private
Equity Group (a venture capital fund).
Mr. Smart has been a Director
of Goldman Sachs Equity Portfolios,
Inc. since November 1991 and a
Trustee of Goldman Sachs Trust since
December 1987.
William H. Springer (67) Vice Chairman of Ameritech (a telecommunications 1989
Trustee holding company; February 1987 to retirement
in August 1992); Director, American
Information Technologies Corporation;
Director, Walgreen Co. (a drug store business);
and Baker, retail Fentress & Co. (a closed-end,
management investment company; since April 1992).
Mr. Springer has been a Director of Goldman
Sachs Equity Portfolios, Inc. since November
1991 and a Trustee of Goldman Sachs Trust since
November 1991.
Richard P. Strubel (57) Managing Director, Tandem Partners, Inc. (since 1990); 1987
Trustee President and Chief Executive Officer,
Microdot, Inc. (a diversified manufacturer of
fastening systems and connectors; January 1984
to October 1994). Mr. Strubel has been a
Director of Goldman Sachs Equity Portfolios,
Inc. since November 1991 and a Trustee of
Goldman Sachs Trust since December 1987.
</TABLE>
*Messrs. Ford, McNulty, Shuch and Grip are deemed to be "interested persons" of
the Trust for purposes of the 1940 Act because Messrs. Ford, McNulty and Shuch
are Managing Directors of Goldman Sachs and Mr. Grip is a Vice President of
Goldman Sachs.
INFORMATION CONCERNING MEETINGS OF TRUSTEES AND COMMITTEES
The number of shares of beneficial interest of each Fund by class
beneficially owned by each of the Nominees, directly or indirectly, as of
January 31, 1997, is set forth in Appendix C hereto.
Five meetings of the Trustees were held during the fiscal year ended
December 31, 1996. No Trustee attended fewer than seventy-five percent of all
meetings of the Board of Trustees and of any committee of which he was a member
held while he was a Trustee during such year.
The Trust has an Audit Committee comprised of all the Independent Trustees.
The Audit Committee of the Trust held two meetings during the fiscal year ended
December 31, 1996. The functions performed by the Audit Committee are to
recommend annually to the entire Board of Trustees a firm of independent
certified public accountants to audit the books and records of the Trust for the
ensuing year;
<PAGE>
to monitor that firm's performance; and to review with the firm the scope and
results of each audit and determine the need, if any, to extend audit
procedures.
The Trust has a Nominating Committee comprised of all the Independent
Trustees. The Nominating Committee met on January 28, 1997 and held no meetings
during the fiscal year ended December 31, 1996. Included among the functions of
the Nominating Committee is the selection and nomination for appointment and
election of candidates to serve as Trustees who are not "interested persons," as
defined in the 1940 Act. The Committee also coordinates with Trustees who are
interested persons in the selection and election of Trust officers. The
Nominating Committee does not consider recommendations for Trustee from
shareholders.
REMUNERATION OF TRUSTEES
Since April 24, 1996, each of the Independent Trustees has been
compensated at the rate of $4,500 for each regular board meeting and $500 for
each audit committee meeting, plus an annual fee of $46,500 ($69,750 for the
Chairman) and reimbursement for each Trustee's out-of-pocket expenses. Because
the Trustees also serve as trustees of other funds within the Goldman Sachs
Group of Funds, the Trust bears only its pro rata share of the foregoing meeting
fees and Trustee compensation.
The following table sets forth certain information about the
compensation of each Trustee for the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
Aggregate
Aggregate Pension or Retirement Compensation From
Compensation From Benefits Accrued as the Goldman Sachs
Name of Trustee the Funds Part of Fund Expenses Group of Funds
- --------------- ----------------- --------------------- -----------------
<S> <C> <C> <C>
Paul Nagel* $28,050 $0 $62,450
Ashok N. Bakhru $35,126 $0 $69,299
Marcia Beck** $0 $0 $0
David B.Ford $0 $0 $0
Alan A. Shuch $0 $0 $0
Jackson W. Smart $29,198 $0 $58,954
William H. Springer $29,198 $0 $58,954
Richard P. Strubel $29,198 $0 $58,954
</TABLE>
* Mr. Nagel retired as Chairman and Trustee of the Trust on
June 30, 1996.
** Ms. Beck resigned as President and Trustee of the Trust on
May 1, 1996.
OFFICERS
The following table sets forth information with respect to the executive
officers of the Trust. Each officer is elected by the Trustees. Each of the
President, Treasurer and Secretary serves until the next annual
<PAGE>
meeting of the Trustees and until his or her successor is chosen and qualified
or until his or her death, resignation, removal or disqualification. Each of the
other officers holds office at the pleasure of the Trustees.
<PAGE>
<TABLE>
<CAPTION>
NAME, POSITION AND AGE PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ---------------------- ----------------------------------------------
<S> <C>
Douglas Grip (35) Vice President, Goldman Sachs (since May 1996);
President President, MFS Retirement Services Inc. of
Massachusetts Financial Services (prior
thereto).
Nancy L. Mucker (47) Vice President, Goldman Sachs (since April
Vice President 1985); Manager, Shareholder Servicing of GSAM
(since November 1989) .
John W. Mosior (58) President, Goldman Sachs; Manager, Shareholder
Vice President Vice Servicing of GSAM (since November 1989).
Pauline Taylor (50) Vice President, Goldman Sachs; Director,
Vice President Shareholder Services of GSAM Funds Group
(since June 1992).
Scott M. Gilman (37) Director, Mutual Fund Administration of GSAM
Treasurer (since April 1994); Assistant Treasurer of
Goldman Sachs Funds Management, Inc. (since
March 1993); Vice President, Goldman Sachs
(since March 1990).
John M. Perlowski (32) Vice President, Goldman Sachs (since July
Assistant Treasurer 1995); Director, Investors Bank and Trust
Company (November 1993 to July 1995); Audit
Manager of Arthur Andersen, LLP (prior
thereto).
Associate General Counsel of GSAM (since
Michael J. Richman (36) February 1994); Assistant General Counsel
Secretary and Vice President of Goldman Sachs; Counsel
to the Funds Group of GSAM (since June
1992); Partner of Hale and Dorr (September
1991 to June 1992) .
Howard B. Surloff (31) Assistant General Counsel and Vice President of
Assistant Secretary Goldman Sachs (since November 1993 and May 1994,
respectively); Counsel to the Funds Group, GSAM
(since November 1993); Associate of Shereff,
Friedman, Hoffman & Goodman (prior thereto).
Kaysie Uniacke (35) Vice President and Senior Portfolio Manager,
Assistant Secretary GSAM (since 1988).
Elizabeth Anderson (27) Portfolio Manager, GSAM (since April 1996);
Assistant Secretary Junior Portfolio Manager, GSAM (1995-1996);
Funds Trading Assistant, GSAM (1993-1995);
Compliance Analyst, Prudential Insurance
(1991 -1993) .
Steven Hartstein (33) Legal Products Analyst, Goldman Sachs (since
Assistant Secretary June 1993); Funds Compliance Officer, Citibank
Global Asset Management (August 1991 to June
1993).
Deborah Farrell (24) Administrative Assistant, Goldman Sachs (since
Assistant Secretary January 1994). Formerly at Cleary, Gottlieb,
Steen and Hamilton.
</TABLE>
<PAGE>
Each officer holds comparable positions with certain other investment
companies for which Goldman Sachs or an affiliate acts as the investment adviser
or distributor. As a result of the responsibilities assumed by Goldman Sachs and
the Trust's administrator, custodian and distributor, the Trust itself requires
no employees. The Trust's officers do not receive any compensation from the
Trust for serving as such.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF EACH NOMINEE
LISTED ABOVE
REQUIRED VOTE
Because your Fund is a series of the Trust, your vote will be counted
together with the votes of shareholders of the other series of the Trust
(including series not included in this Proxy Statement), voting as a single
class in the election of Trustees. Election of each Nominee of the Trust
requires a plurality of votes of the shareholders of the entire Trust present at
the Meeting.
PROPOSAL 2
----------
RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
As directed by the Trustees and required by the 1940 Act, the
ratification or rejection of the selection of the independent accountants for
the Trust's fiscal year ending December 31, 1997 will be voted upon at the
Meeting. It is intended that the persons named in the accompanying Proxy will
vote for Arthur Andersen LLP, unless contrary instructions are given. If the
selection of the Trust's independent accountants is not ratified by the
shareholders at the Meeting, the Board will reconsider such selection.
The Trust's financial statements for the fiscal year ended December 31,
1996 were audited by Arthur Andersen LLP. In connection with its audit, Arthur
Andersen LLP reviews the Trust's annual reports to shareholders and its filings
with the Securities and Exchange Commission ( "SEC"). In addition to audit
services, Arthur Andersen LLP prepares the Trust's federal and state tax returns
and provides consultation and assistance on accounting, internal control and
related matters.
At a meeting held on October 22, 1996, the Trustees unanimously selected
Arthur Andersen LLP as the Trust's independent accountants for its fiscal year
ending December 31, 1997. In addition, at meetings held on April 26, 1996 and
October 22, 1996, the Audit Committee met with representatives of Arthur
Andersen LLP to review the services of the independent accountants. The Audit
Committee, in turn, reported on these matters at the meeting of the Trustees
held the same day. A representative of Arthur Andersen LLP is expected to be
available at the Meeting by telephone should any matter arise requiring
consultation with the accountants, and the accountants have been given the
opportunity to make a statement if they so desire.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION
OF ARTHUR ANDERSEN LLP AS THE TRUST'S INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Because your Fund is a series of the Trust, your vote will be counted together
with the votes of shareholders of the other series of the Trust, voting as a
single class on the ratification of independent accountants. Ratification of the
independent accountants of the Trust requires the approval of a majority of the
shares of the Trust present at the Meeting.
<PAGE>
PROPOSAL 3
----------
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION PURSUANT TO WHICH EACH FUND
WILL BE REORGANIZED INTO A SERIES OF A DELAWARE BUSINESS TRUST
GENERAL
The Trustees have unanimously approved, subject to shareholder approval,
a proposal for the Trust (which is referred to in this Proposal 3 as the
"Massachusetts Trust") on behalf of each Fund to enter into an Agreement and
Plan of Reorganization, Conversion and Termination (the "Plan of
Reorganization") with a newly established Delaware business trust named Goldman
Sachs Trust (the "Delaware Trust"). The Plan of Reorganization will be in the
form attached to this Proxy Statement as Appendix D. The Plan of Reorganization
provides for the conversion (the "Conversion") of each Fund from a separate
series of the Massachusetts Trust into a corresponding separate series of the
Delaware Trust. Each series of the Massachusetts Trust is referred to in this
Proposal as a "current Fund." It is also contemplated that the series of Goldman
Sachs Equity Portfolios, Inc. ("GSEP") and Goldman Sachs Trust ("GST"), open-end
investment companies for which Goldman Sachs or one of its affiliates acts as
investment adviser and distributor, will be reorganized into other separate
series of the Delaware Trust. Consequently, if the Conversions are approved by
shareholders of each of the Massachusetts Trust, GSEP and GST, all funds
currently in the Goldman Sachs Group of Funds will be series of the Delaware
Trust.
The Trustees believe that a Delaware business trust as a form of
organization offers certain advantages for mutual funds over a Massachusetts
business trust. These advantages include granting the Trustees greater power to
take certain actions without shareholder approval and greater flexibility in
methods of voting and organization. A Delaware business trust also offers the
advantages of a clearer limitation upon the liability of shareholders and
Trustees. The Trustees also believe that the proposed Declaration of Trust of
the Delaware Trust (the "Delaware Trust Instrument") is clearer and more modern
than the Massachusetts Trust's organizational documents. While these same
improvements could be achieved by amending the Massachusetts Trust's Declaration
of Trust (the "Massachusetts Declaration of Trust"), the Trustees have concluded
that, given the other advantages of a Delaware business trust, it is preferable
to enter into the Plan of Reorganization than to amend the current
organizational documents. For a summary comparison of the Massachusetts
Declaration of Trust and the proposed Delaware Trust Instrument, see
"Description of Certain Provisions of the Delaware Trust Instrument" and
"Certain Comparative Information About Massachusetts Business Trusts and
Delaware Business Trusts" below.
The Conversions will entail organizing the Delaware Trust, which will
initially have 34 series, including five series corresponding to the current
Funds. Each series of the Delaware Trust that corresponds to a current Fund is
referred to in this Proposal as a "successor Fund." To effect the Conversions,
each current Fund will transfer all of its assets and liabilities to the
corresponding successor Fund. As consideration for the transfer of such assets
and liabilities (together, "net assets"), each successor Fund will issue shares
of beneficial interest ("successor Fund shares") to the current Fund whose net
assets it has acquired and such current Fund will distribute such successor Fund
shares pro rata to the current Fund shareholders in exchange for their shares.
Upon completion of the Conversion, each shareholder will be the owner of full
and fractional successor Fund shares equal in number and aggregate net asset
values and of the same class as his or her shares of the corresponding current
Fund as of the date of the Conversion. Following the Conversion, each successor
Fund will carry on the business of the corresponding current Fund. The successor
Fund will have the same investment adviser, other service providers, fee and
expense structure and investment objectives, policies and restrictions as the
corresponding current Fund. Any change in the composition of the Board of
Trustees, investment restrictions and investment advisory contracts approved at
the Meeting with respect to a Current Fund will also apply to the corresponding
successor Fund. There may be deemed a momentary technical inconsistency with
certain of the policies and restrictions of a Fund (such as restrictions on
investments
<PAGE>
in any one issuer and investments in other investment companies) during the
Conversion. Approval of the Plans of Reorganization will also constitute
approval to terminate the current Funds and the Massachusetts Trust.
REASONS FOR THE PROPOSED CONVERSION
The Massachusetts Trust is organized as a Massachusetts business trust.
As discussed above, the Trustees unanimously recommend Conversion of each Fund
into a corresponding separate series of the Delaware Trust. The Trustees believe
that organizing the Funds as series of the Delaware Trust offers certain
advantages over maintaining them as series of the Massachusetts Trust.
The principal advantage of a Delaware business trust is a clearer
limitation of liability of shareholders and Trustees for the obligations of the
trust. The Delaware Business Trust Act (the "Delaware Act") expressly limits the
liability of Delaware business trust shareholders for the debts or obligations
of the business trust to the same extent as for stockholders of for-profit
Delaware corporations. Similarly, the Delaware Act provides that a series of a
Delaware business trust will not be liable for the debts or obligations of any
other series of the business trust. Under Massachusetts law, there are no
comparable statutory provisions. Although the possibility of incurring these
types of liability may be remote under Massachusetts law, the above provisions
of the Delaware Act provide greater protection against shareholder liability and
the liability of one business trust series for the debts or obligations of
another series. However, it is possible that, under certain circumstances,
courts in some states may not enforce limited liability for Delaware business
trust shareholders. Similarly, Delaware law clearly protects a Trustee from
liability for the obligations of the business trust, which may help the Funds
attract and retain qualified Trustees in the future.
Second, the Trustees believe that the Delaware business trust form of
organization will enable the successor Funds to adopt new methods of operation
and employ new technologies that are expected to reduce costs of operation when,
and if, implemented. For example, Delaware law authorizes electronic or
telephonic communications between shareholders and a Delaware business trust.
The Trustees hope to take advantage of this provision in the future to improve
shareholder voting procedures and reduce associated costs.
Third, the Conversions offer the potential for future cost savings,
although no immediate cost savings are expected to result from the Conversions.
These cost savings may result from either the differences between the
Massachusetts Trust and the Delaware Trust or from the combination of all of the
Funds in the Goldman Sachs Group of Funds into a single legal entity. For
example, since the Trustees of a Delaware business trust can take more actions
without shareholder approval than is currently permitted under the Massachusetts
Declaration of Trust, the Delaware Trust may be required to hold fewer
shareholder meetings, potentially further reducing costs. Although neither a
Delaware business trust nor a Massachusetts business trust is required to hold
annual shareholder meetings, Delaware law affords to the Trustees greater
latitude to adapt the Delaware Trust to future contingencies without the
necessity of holding a special shareholder meeting. Under the Delaware Trust
Instrument, the Trustees have the power to amend the Delaware Trust Instrument;
to dissolve the business trust; to incorporate the Delaware Trust; to merge or
consolidate with another entity; to sell, lease, exchange, transfer, pledge or
otherwise dispose of all or any part of the Delaware Trust's assets; to cause
any series to become a separate trust; and to change the Delaware Trust's
domicile -- all without a shareholder vote.
Any exercise of authority by the Trustees will be subject to applicable
state and federal law. The flexibility of a Delaware business trust as a form of
organization should help to assure that the Delaware Trust always operates under
the most advantageous structure and is able to take advantage of opportunities
to reduce the expense and frequency of future shareholder meetings.
<PAGE>
Finally, Delaware law explicitly provides that separate boards of
trustees may be authorized for each series of a Delaware business trust. Whether
separate boards of trustees can be authorized for series of a Massachusetts
business trust is unclear under Massachusetts law. As always, the establishment
of any board of trustees of a registered investment company must comply with
applicable securities laws, including the provision of the 1940 Act regarding
the election of trustees by shareholders.
BOARD OF TRUSTEES' EVALUATION AND RECOMMENDATION
At a meeting held on January 28, 1997, after considering the matters
discussed above, the Trustees, including the Independent Trustees, unanimously
approved the adoption of the Plan of Reorganization and determined that the
Conversions (i) are in the best interest of the Funds and (ii) will not result
in dilution of the interests of the shareholders of any Fund. In addition, the
Trustees unanimously voted to recommend to the shareholders of each Fund that
they approve the Plan of Reorganization and the transactions contemplated
thereunder. In taking such action and making such recommendation, the Trustees
took into consideration the fact that the Conversion may provide operational
efficiencies and additional managerial flexibility to the Trustees. The Trustees
believe that the Conversions will be beneficial to present shareholders of the
Funds as well as to potential investors.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND
APPROVE A PLAN OF REORGANIZATION PROVIDING FOR THE CONVERSION OF EACH FUND FROM
A SERIES OF A MASSACHUSETTS BUSINESS TRUST TO A SERIES OF A DELAWARE BUSINESS
TRUST.
VOTE REQUIRED TO APPROVE PLANS OF REORGANIZATION
Approval of the Plan of Reorganization as to each Fund requires the
affirmative vote of a majority of the shares of that Fund outstanding and
entitled to vote. For this purpose, a majority of the outstanding shares of the
Massachusetts Trust or a Fund, as the case may be, means the vote of the lesser
of (A) 67% or more of the shares present at the Meeting, if the holders of more
than 50% of the shares of the Massachusetts Trust or a Fund, as the case may be,
are present or represented by proxy, or (B) more than 50% of the outstanding
shares of the Massachusetts Trust or a Fund, as the case may be (a "1940 Act
Majority"). Shares of all classes of a Fund will be voted together as one class.
The Trustees have determined that the Conversion will not proceed as described
above with respect to the Massachusetts Trust, unless approved by all of the
Funds included in the Massachusetts Trust. In the event that shareholders of one
or more of the Funds do not vote in favor of the Conversions, the Trustees will
determine what further action, if any, to take, including the possibility of
resubmitting the proposal at a later time to the shareholders of the one or more
of the Funds which have not voted in favor of the Conversion.
A vote FOR the Conversion will authorize each current Fund, as the sole
shareholder of its corresponding successor Fund (i) to elect as Trustees of the
Delaware Trust (if Proposal 1 is approved) Messrs. Bakhru, Ford, Grip, McNulty,
Shuch, Smart, Springer, and Strubel and Ms. McPherson (see Proposal 1); (ii) to
ratify the selection of Arthur Andersen LLP as the Delaware Trust's independent
accountants (see Proposal 2); (iii) to approve an investment advisory agreement
for each successor Fund; (iv) to approve fundamental investment restrictions for
the successor Funds, which if Proposal 4 and/or 5 are approved, would be the
same as those contained in such proposals and (v) to approve administration,
preferred administration and service plans, as applicable, for each of the
Funds. If the Conversions are approved but any of the other proposals is not
approved by a Fund's shareholders, the Fund as sole shareholder of the successor
Fund will vote to approve the existing forms of advisory contracts or
fundamental restrictions, as the case may be.
<PAGE>
SUMMARY OF THE PLAN OF REORGANIZATION
The following discussion summarizes certain terms of the Plan of
Reorganization. This summary of the Plans of Reorganization is qualified in its
entirety by the provisions of the form of Plan of Reorganization, which is
attached to this Proxy Statement as Appendix D.
In order to accomplish the Conversions, a Delaware business trust will
be formed. On the closing date of the Conversion (the "Closing Date"), each
current Fund will transfer all of its assets to its corresponding successor Fund
in exchange for the assumption by the successor Fund of all the liabilities of
that current Fund and the issuance to that current Fund of shares of beneficial
interest of that successor Fund ("successor Fund shares") equal to the value (as
determined by using the procedures in the current prospectuses) on the date of
the exchange of that current Fund's net assets. Immediately thereafter, each
current Fund will liquidate and distribute successor Fund shares to each current
Fund shareholder's account pro rata in proportion to such current Fund
shareholder's beneficial interest in his or her current Fund ("current Fund
shares") in exchange for his or her current Fund shares. In these exchanges, a
successor Fund will issue the appropriate number of successor Fund shares of
each class of shares that is currently outstanding, so that the current Fund
will distribute, and holders of a particular class of current Fund shares will
receive, successor Fund shares of the same class. As soon as practicable after
this distribution of successor Fund shares, each current Fund will be wound up
and terminated. A confirmation will be mailed to each current Fund shareholder
of the number of successor Fund Shares registered to the shareholder's account.
Certificates evidencing full or fractional successor Fund shares will not be
mailed to shareholders. UPON COMPLETION OF THE CONVERSION, EACH CURRENT FUND
SHAREHOLDER WILL BE THE OWNER OF FULL AND FRACTIONAL SUCCESSOR FUND SHARES
EQUIVALENT IN NUMBER, CLASS AND AGGREGATE NET ASSET VALUE TO HIS OR HER CURRENT
FUND SHARES IMMEDIATELY BEFORE THE CONVERSION.
The Trustees of the Delaware Trust will hold office indefinitely except
that (i) any Trustee may resign; (ii) any Trustee may be removed by written
instrument signed by a majority of the other Trustees; (iii) any Trustee who has
died, become physically or mentally incapacitated by reason of disease or
otherwise, or is otherwise unable to serve, may be retired by a written
instrument signed by a majority of the other Trustees; and (iv) any Trustee may
be removed at any special meeting of the shareholders by a vote of two-thirds of
the outstanding shares of the Delaware Trust. If a vacancy occurs for any
reason, the remaining Trustees may fill such vacancy by appointing another
Trustee so long as, immediately after such appointment, at least two-thirds of
the Trustees have been elected by shareholders. If, at any time, less than a
majority of the Trustees holding office has been elected by shareholders, the
Trustees then in office will promptly call a shareholders' meeting for the
purpose of electing Trustees. Otherwise, there normally will be no meeting of
shareholders for the purpose of electing Trustees.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Conversions will become effective at the close of business
on April 30, 1997 or as soon thereafter as possible.
If, at any time before the Closing Date of the Conversions, the Trustees
determine that it would not be in the best interest of the Massachusetts Trust
or its shareholders to proceed with the Conversions the Conversions will not go
forward, notwithstanding the approval of the Conversions by the shareholders at
the Meeting. The Massachusetts Trust and the Delaware Trust may at any time
waive compliance with any of the covenants and conditions contained in, or may
amend, the Plans of Reorganization; provided that such waiver or amendment does
not materially adversely affect the interests of current Fund shareholders.
<PAGE>
EXPENSES OF THE CONVERSIONS.
Each Fund will bear its own expenses associated with the transactions
contemplated by the Plan of Reorganization, including expenses associated with
solicitation of proxies. In the event that the Conversions are completed, such
expenses will be assumed by each successor Fund. It is currently estimated that
the aggregate expenses of the Conversions will be approximately _____________,
which will be allocated among the Funds, the other series of the Massachusetts
Trust and the series of GST and GSEP.
TAX CONSEQUENCES OF THE CONVERSIONS
It is a condition to the consummation of the Conversions that the
Massachusetts Trust and the Delaware Trust receive on or before the Closing Date
an opinion from Hale and Dorr LLP, counsel to the Massachusetts Trust and the
Delaware Trust, substantially to effect that, among other things, for federal
income tax purposes, each conversion will constitute a reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, and that no
gain or loss will be recognized for federal income tax purposes by each current
fund, each successor Fund and the shareholders of each current Fund upon (1) the
transfer of a current Fund's assets to the corresponding successor Fund in
exchange solely for such successor Fund's shares and the assumption by such
successor Fund of that current Fund's liabilities or (2) the distribution in
liquidation by the current Fund of such successor Fund shares to the current
Fund shareholders in exchange for their current Fund shares. The opinion will
further provide, among other things, that (i) the tax basis of the successor
Fund shares to be received by each current Fund shareholder will be the same as
that of his or her current Fund shares surrendered in exchange therefor and (ii)
each current Fund shareholder's tax holding period for his or her successor Fund
shares will include such shareholder's tax holding period for the current Fund
shares surrendered in exchange therefor, provided that such current Fund shares
were held as capital assets on the date of the exchange.
CONTINUATION OF SHAREHOLDER ACCOUNTS AND PLANS
The Delaware Trust's transfer agent will establish accounts for all
current Fund shareholders containing the appropriate number and class of
successor Fund shares to be received by that shareholder under the Plan of
Reorganization. Such accounts will be identical in all material respects to the
accounts currently maintained by the Funds for each shareholder. No action by a
shareholder will be necessary in order to continue any automatic exchange plans,
rights of accumulation, letters of intent, automatic investment plans or
retirement plans currently maintained by a current Fund shareholder.
TRANSFER AGENT AND CUSTODIAN
Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606,
currently serves as transfer agent for the Massachusetts Trust and will serve in
the same capacity for the Delaware Trust.
State Street Bank and Trust Company, P.O. Box 1713, Boston,
Massachusetts 02105, currently acts as the custodian for the Massachusetts Trust
and will serve in the same capacity for the Delaware Trust.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, One International Place, Boston, Massachusetts
02110, are presently the independent public accountants for the Massachusetts
Trust, and will continue to be the independent public accountants for the Funds,
subject to required approvals (see also Proposal 2).
<PAGE>
SERVICE, PREFERRED ADMINISTRATION AND ADMINISTRATION PLANS
The Delaware Trust will adopt service plans with respect to the service
shares, administration plans with respect to the administration shares and
preferred administration plans with respect to preferred shares of each
successor Fund. The content of each plan will be identical, in all material
respects, including fees, to the Funds' existing plans. Pursuant to the new
plans, the Delaware Trust on behalf of each successor Fund will assume the
corresponding current Fund's obligations under agreements with Service
Organizations.
DESCRIPTION OF CERTAIN PROVISIONS OF THE DELAWARE TRUST INSTRUMENT
The following is a summary of certain provisions of the Delaware Trust
Instrument.
Series and Classes. As discussed above, the Delaware Trust Instrument
permits the Delaware Trust to issue series of its shares which represent
interests in separate portfolios of investments, including the successor Funds.
The Delaware Trust is authorized to issue multiple classes of such series. The
Massachusetts Declaration of Trust permits the issuance of separate series and
classes of shares. No series is entitled to share in the assets of any other
series or is liable for the expenses or liabilities of any other series. The
Trustees are authorized to divide each series of shares into separate classes,
which represent a pro rata interest in the same series and are entitled to the
same rights, except as provided by the Trustees. The successor Funds would
initially have the same classes of shares, which would be entitled to the same
rights, as the classes of the current Funds. The Trustees of the Delaware Trust
are able to authorize the issuance of additional series or classes of shares
without prior shareholder approval.
Limitations on Derivative Actions. In addition to the provisions of
Delaware law, the Delaware Trust Instrument provides that a shareholder of the
Delaware Trust may bring a derivative action on behalf of the Delaware Trust
only if the following conditions are met: (a) shareholders eligible to bring
such derivative action under Delaware law who hold at least 10% of the
outstanding shares of the Delaware Trust, or 10% of the outstanding shares of
the series or class to which such action relates, must join in the request for
the Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and to
investigate the basis of such claim. The Trustees will be entitled to retain
counsel or other advisers in considering the merits of the request and may
require an undertaking by the shareholders making such request to reimburse the
Delaware Trust for the expense of any such advisers in the event that the
Trustees determine not to bring such action. No similar provisions are
applicable to the Massachusetts Trust.
Shareholder Meetings and Voting Rights. The Delaware 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 Delaware Trust will be entitled, as determined by the Trustees, either to
one vote for each share or to one vote for each dollar of net asset value
represented by such shares 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 1940 Act or otherwise
determined by the Trustees, series and classes of the Delaware Trust will vote
separately from each other. Shareholders of the Delaware Trust do not have
cumulative voting rights in the election of Trustees. Meetings of shareholders
of the Delaware 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 meeting. The shareholders of the Delaware
Trust will have voting rights only with respect to the limited number of matters
specified in the Delaware Trust Instrument and such other matters as the
Trustees may determine or may be required by law.
The voting provisions of the Delaware Trust Instrument differ from those of
the Massachusetts Declaration of Trust in several important respects. The
Massachusetts Trust is not authorized to use
<PAGE>
dollar based voting. Instead, each shareholder has one vote for each share held,
regardless of its net asset value per share. This can have the effect of
providing series with a lower net asset value per share, such as money market
funds with a voting interest that is disproportionate to their economic
interest. Also, a greater number of matters require approval by the shareholders
of the Massachusetts Trust. The Massachusetts Declaration of Trust, in addition
to the matters requiring approval of shareholders of the Delaware Trust,
requires shareholder approval of the reorganization or termination of the
Massachusetts Trust or any of its series, with respect to certain legal
proceedings and with respect to certain amendments to the Declaration of Trust.
Indemnification. The Delaware Trust Instrument provides for
indemnification of Trustees, officers and agents of the Delaware 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 person's office or (ii) not to have acted in good faith in the
reasonable belief that such person's actions were in the best interest of the
Delaware Trust. The Massachusetts Trust provides a similar degree of
indemnification of Trustees.
The Delaware Trust Instrument 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 shareholder's acts or
omissions or for some other reason, the shareholder or former shareholder (or
heirs, executors, administrators, legal representatives or general successors)
will be entitled, out of the assets belonging to the applicable series, to be
held harmless from and indemnified against all loss and expense arising from
such liability. The Delaware 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.
Termination. The Delaware Trust Instrument permits the termination of
the Delaware Trust or of any series or class of the Delaware Trust (i) by a
majority of the affected shareholders at a meeting of shareholders of the
Delaware Trust, series or class; or (ii) by a majority of the Trustees without
shareholder approval if the Trustees determine that such action is in the best
interest of the Delaware Trust or its shareholders. The factors and events that
the Trustees may take into account in making such determination include (i) the
inability of the Delaware Trust or any series or class to maintain its assets at
an appropriate size; (ii) changes in laws or regulations governing the Delaware
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
their business or operations. The Massachusetts Declaration of Trust permits the
Trustees to terminate the Massachusetts Trust only with shareholder approval.
Merger, Consolidation, Sale of Assets, Etc. The Delaware Trust
Instrument authorizes the Trustees without shareholder approval to cause the
Delaware 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 Delaware 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 Delaware Trust in the securities of another open-end investment company
(see proposal 4). The reorganization, including conversion to a master-feeder
structure (unless proposal 4 is adopted), of the Massachusetts Trust would
require shareholder approval.
Amendments. The Delaware Trust Instrument permits the Trustees to amend
the Delaware Trust Instrument without a shareholder vote. However, shareholders
of the Delaware Trust have the right to vote on any amendment (i) that would
affect the voting rights of shareholders; (ii) that is required by law to be
approved by shareholders; (iii) that would amend the voting provisions of the
Delaware Trust Instrument; or (iv) that the Trustees determine to submit to
shareholders. Amendments to the Massachusetts Declaration of Trust, with certain
limited exceptions, require approval of shareholders.
<PAGE>
Series of Trustees. The Trustees may appoint separate Trustees with
respect to one or more series or classes of the Delaware Trust's 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 Delaware Trust. The
Series Trustees have, to the exclusion of any other Trustee of the Delaware
Trust, all the powers and authorities of Trustees under the Delaware Trust
Instrument with respect to such series or class, but have no power or authority
with respect to any other series or class. The Massachusetts Declaration of
Trust does not permit the election of separate Trustees for a series or class.
The Trustees are not considering the appointment of Series Trustees for the
Delaware Trust.
CERTAIN COMPARATIVE INFORMATION ABOUT MASSACHUSETTS BUSINESS TRUSTS AND DELAWARE
BUSINESS TRUSTS
SHAREHOLDER LIABILITY
Generally, Delaware business trust shareholders are not personally
liable for obligations of the Delaware business trust under Delaware law. The
Delaware Act entitles a shareholder of a Delaware business trust to the same
limitation of liability as is available to shareholders of private for-profit
corporations. However, no similar statutory or other authority limiting business
trust shareholder liability exists in many other states. As a result, to the
extent that a Delaware business trust or a shareholder is subject to the
jurisdiction of courts in such other states, those courts may not apply Delaware
law and may subject the Delaware Trust shareholders to liability. To offset this
risk, the Delaware Trust Instrument (i) contains an express disclaimer of
shareholder liability for acts or obligations of the Delaware Trust and requires
that notice of such disclaimer be given in each agreement, obligation and
instrument entered into or executed by the Delaware Trust or its Trustees and
(ii) provides for indemnification out of the property of the Delaware Trust of
any shareholder held personally liable for the obligations of the Delaware
Trust. Thus, the risk of a Delaware business trust shareholder incurring
financial loss beyond his or her investment because of shareholder liability is
limited to circumstances in which all of the following factors are present: (1)
a court refuses to apply Delaware law; (2) the liability arises under tort law
or, if not, no contractual limitation of liability was in effect; and (3) the
Delaware Trust itself is unable to meet its obligations. In the light of
Delaware law, the nature of the Delaware Trust's business and the nature of its
assets, the risk of personal liability to a Delaware Trust shareholder is
extremely remote.
Unlike Delaware, in Massachusetts there is no statute relating to
business trusts that entitles shareholders of a Massachusetts business trust to
the same limitation of liability as is extended to shareholders of a
Massachusetts corporation. Shareholders of a Massachusetts business trust may,
therefore, under certain circumstances, be held personally liable under
Massachusetts law for the obligations of the Massachusetts business trust. The
Massachusetts Declaration of Trust, like the Delaware Trust Instrument, contains
an express disclaimer of shareholder liability and requires that notice of such
disclaimer be given in each agreement entered into or executed by the
Massachusetts business trust or its Trustees. The Massachusetts Declaration of
Trust also provides for indemnification out of the trust property. Thus, GSAM
believes the risk of shareholder liability is also remote for shareholders of
the Massachusetts Trust.
LIABILITY OF TRUSTEES
The Delaware Trust Instrument provides that the Trustees will not be liable
to any person other than the Delaware Trust or a shareholder and that a Trustee
will not be liable for any act as a Trustee. However, nothing in the Delaware
Trust Instrument protects a Trustee against any 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. The Massachusetts Declaration of Trust provides that its Trustees
will not be liable for errors of judgment or mistakes of fact or law, subject to
<PAGE>
substantially the same provisions concerning bad faith, gross negligence and
reckless disregard as those described above.
PROPOSAL 4
----------
APPROVAL OF AN INVESTMENT POLICY PERMITTING EACH FUND TO INVEST ALL ITS
ASSETS IN A SINGLE OPEN-END MUTUAL FUND; AND APPROVAL OF A CORRESPONDING
AMENDMENT TO THE MASSACHUSETTS DECLARATION OF TRUST
GENERAL
The Trustees have approved, subject to shareholder approval, the
adoption of a new fundamental investment policy that would permit each Fund to
pool its assets with other funds, in a single portfolio (the "Pooled Fund"). The
Delaware Trust Instrument permits investment of all of a Fund's assets in a
Pooled Fund, but if this proposal is not adopted, the Funds would not be able to
take advantage of such flexibility. If the proposal is approved, each Fund will
be authorized to invest substantially all of its assets in a corresponding
Pooled Fund that would invest in the same type of securities (and have the same
objective, restrictions and policies) as the Fund. The primary purpose of
pooling would be to achieve operational efficiencies. Approval of the
fundamental investment policy would also constitute approval of an amendment to
the Massachusetts Declaration of Trust that would permit investment in a Pooled
Fund without further shareholder approval.
Background. Several mutual funds have developed so-called master-feeder
structures under which they invest all their assets in a single pooled
investment. For example, funds offering different types of shareholder services
might pool their investments. This structure allows several funds with different
features, but the same investment objective, restrictions and policies, to
combine their investments instead of managing them separately. A Fund would
combine its investments with those of other funds by investing all of its assets
in the same Pooled Fund, which would be organized and registered as an open-end
management investment company (a mutual fund).
Purpose of the Proposal. GSAM regularly reviews various options for
structuring mutual funds to take maximum advantage of potential efficiencies.
The Funds currently take advantage of the ability to issue multiple classes of
shares, which offer many of the same advantages as investing in a Pooled Fund.
While neither the Trustees nor GSAM have determined that any Fund should invest
in a Pooled Fund, the Trustees believe that it could be in the best interests of
the Funds to adopt such a structure to allow for investing by one or more of the
Funds in a Pooled Fund at a future date without the cost of again obtaining
shareholder approval.
At present, some of the Funds' fundamental investment restrictions and
policies prevent a Fund from investing all of its assets in another investment
company, and require a vote of shareholders of the Fund before such a master-
feeder structure could be adopted. Similarly, the Massachusetts Declaration of
Trust requires shareholder approval of any transaction involving the sale of
substantially all of the assets of a Fund to the Pooled Fund. To avoid the costs
associated with a subsequent shareholder meeting, the Trustees recommend that
shareholders of each Fund vote to permit the assets of such Fund to be invested
in a Pooled Fund, without an additional vote of Fund shareholders, if the
Trustees determine the adoption of a master-feeder structure to be in the best
interest of the Fund and its shareholders. If shareholders approve this
Proposal, any fundamental and non-fundamental restrictions and policies of the
Funds that currently prohibit investment in shares of a single investment
company would be appropriately modified to permit investment in Pooled Funds.
These policies include, for example, a Fund's restrictions on investments in:
the securities of any one issuer; securities of any issuer if more than
<PAGE>
10% of such issuer's voting securities are held by a Fund; companies for
purposes of control; and issuers in any one industry; as well as the restriction
concerning acting as an underwriter.
A Fund's methods of operation and shareholder services would not be
materially affected by its investment in a Pooled Fund, except that the assets
of the Fund would be managed as part of a larger pool. If a Fund invested all of
its assets in a Pooled Fund, it is currently anticipated that the Fund would
hold only a single investment security and the Pooled Fund would directly invest
in individual investment securities. The investment advisory and administrative
services provided to a Fund by GSAM or its affiliates would continue to be
provided at the same or lower aggregate cost, but the investment advisory
services would be provided to and paid for by the Pooled Fund rather than the
Fund. The Pooled Fund would be managed by GSAM or an affiliate. The Trustees
would retain the right to withdraw the Fund's investment from the respective
Pooled Fund at any time. The Fund would then resume investing directly in
securities as it does currently.
At present, the Trustees are not considering any proposal to adopt a
master-feeder structure. The Trustees will authorize investing a Fund's assets
in a Pooled Fund only if they determine that pooling is in the best interests of
a Fund and its shareholders and if they determine that the investment will not
have material adverse tax or other consequences to the Fund or the shareholders.
In determining whether a Fund should invest in a Pooled Fund, the Trustees will
consider, among other things, the opportunity to reduce costs and to achieve
operational efficiencies. The Trustees will not authorize investment in a Pooled
Fund if doing so would increase costs to shareholders; unless, of course, they
perceive a corresponding increase in benefits to shareholders. There is no
assurance that cost reductions or increased efficiencies will be achieved.
GSAM or its affiliates may benefit from the use of a Pooled Fund if overall
assets are increased since GSAM's fees under the existing investment advisory
agreements are based on assets under management. Also, GSAM's or its affiliates'
expenses of providing investment advisory and other services to a Fund may be
reduced. If a Fund's investment in a Pooled Fund were to reduce the expenses of
GSAM or its affiliates (as the case may be) materially, the Trustees would
consider whether a reduction of the management fee paid to GSAM or its
affiliates (as the case may be) would be appropriate.
PROPOSED FUNDAMENTAL POLICY
In order to permit one or more of the Funds to invest in a Pooled Fund
at a future date, the Trustees recommend that the shareholders of each Fund
adopt the following fundamental policy:
Each Fund may, notwithstanding any other fundamental investment
restriction or policy, invest some or all of its assets in a single
open-end investment company or series thereof with substantially the
same investment objectives, restrictions and policies as the Fund.
PROPOSED AMENDMENT TO THE MASSACHUSETTS DECLARATION OF TRUST
In order to permit the Trust to invest in a Pooled Fund at a future
date, the Trustees recommend that the shareholders adopt the following amendment
to the Massachusetts Declaration of Trust:
Notwithstanding anything else herein, the Trustees may, without
Shareholder approval unless such approval is required by applicable law,
invest all or a portion of the Trust Property of any Series, or dispose
of all or a portion of the Trust Property of any Series, and invest the
proceeds of such disposition in interests issued by one or more other
investment companies registered under the 1940 Act. Any such other
investment company may (but need not) be a trust (formed under the laws
of any state or jurisdiction) (or subtrust thereof) which is classified
as a partnership for federal income tax purposes. Notwithstanding
anything else herein, the Trustees
<PAGE>
may, without Shareholder approval unless such approval is required by
applicable law, cause a Series that is organized in the master/feeder
fund structure to withdraw or redeem its Trust Property from the master
fund and cause such series to invest its Trust Property directly in
securities and other financial instruments or in another master fund."
BOARD OF TRUSTEES EVALUATION AND RECOMMENDATION
At a meeting held on January 28, 1997, after considering the matters
discussed above and other matters deemed to be relevant, the Trustees, including
the Independent Trustees, unanimously adopted, and voted to recommend to the
shareholders that they adopt, (a) the proposed new fundamental investment policy
and (b) the amendment to the Massachusetts Declaration of Trust that would
permit any Fund, subject to future review by the Trustees, as described above,
to invest all of its assets in an open-end investment company with substantially
the same investment objectives, restrictions and policies as the Fund. In taking
such action and making such recommendations, the Trustees took into
consideration that the proposed modifications may provide operational
efficiencies and facilitate the introduction of new Goldman Sachs mutual funds
and, thereby, increase the investment options available to shareholders. The
Trustees believe that the ability to use a master-feeder structure may be
beneficial to present shareholders of the Funds as well as potential investors.
Except as described in this Proxy Statement, approval of this Proposal 4
will not change any of the Trustees, officers, investment programs and services
or operations that are described in the Funds' current Prospectuses and this
Proxy Statement.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND
ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY TO PERMIT THE FUND TO INVEST ALL OF
ITS ASSETS IN A SINGLE OPEN-END INVESTMENT COMPANY AND APPROVE A CORRESPONDING
AMENDMENT TO THE DECLARATION OF TRUST.
REQUIRED VOTE
Approval of the proposal to adopt the new fundamental investment policy
requires the vote of a 1940 Act Majority of the shares (described in Proposal 2)
of each Fund voting separately. Approval of the amendment to the Massachusetts
Declaration of Trust requires the vote of a majority of the shares of the Trust
voting together as a single class. If any proposal is not approved by one or
more of the Funds, the Trustees will consider what further action, if any, will
be taken.
PROPOSALS 5(A)-(K)
------------------
PROPOSED AMENDMENT AND RESTATEMENT OF THE FUNDS' INVESTMENT
RESTRICTIONS
GENERAL
The Trustees recommend to shareholders of each Fund that they approve
proposals to amend and restate each Fund's investment restrictions. These
investment restrictions are fundamental policies that may be changed by a Fund
only with the approval of a majority of the outstanding shares of that Fund. The
restated investment restrictions, assuming that each of the proposed amendments
is adopted, are set forth in Appendix E to this Proxy Statement.
One reason for the proposals is to adopt insofar as possible a uniform
statement of investment restrictions for the mutual funds advised by Goldman
Sachs or an affiliate thereof, as well as for funds
<PAGE>
that may be created in the future. Such uniformity would facilitate comparison
of different funds' investment restrictions as well as administration of the
restrictions. The proposals would also result in a clearer and simpler statement
of these restrictions.
Another reason for restating the Funds' investment restrictions is to
delete the policies adopted in response to state "Blue Sky" laws and regulations
restricting certain types of investment company practices and investments. The
states no longer have the power to enforce these restrictions, and the
elimination of the restrictions may expand the range of investment opportunities
and techniques available in connection with the management of the Fund's
portfolios.
The final reason for restating the Funds' investment restrictions is to
recharacterize certain previously adopted fundamental policies as non-
fundamental. Certain of the investment restrictions are being liberalized to the
extent permitted under the 1940 Act. This recharacterization and liberalization
will grant the Trustees the ability to change these non-fundamental policies as
needed, without seeking approval from shareholders.
The following is a summary of the proposed changes to each of the
investment restrictions. The restrictions are summarized individually below, and
will be voted upon separately. In order to fully achieve the benefits set forth
above, the Trustees recommend that shareholders approve each of the proposals.
PROPOSAL 5(a): INVESTMENT POLICY ON ISSUER DIVERSIFICATION
To be diversified under the 1940 Act, a Fund must not, with respect to
75% of its total assets, invest more than 5% of its total assets in the
securities of any one issuer or acquire more than 10% of the outstanding voting
securities of any one issuer. These restrictions apply only at the time of
investment. A Fund may invest up to 25% of its total assets without regard to
these restrictions. In addition, these restrictions do not apply to holdings of
or investments in cash, cash items, U.S. Government securities or securities of
other investment companies. The proposal simplifies the contents of the current
restrictions without changing their substance. As proposed, the restriction
would require diversification only to the extent required under the 1940 Act.
Additional diversification requirements are imposed upon the Funds to be treated
as money market funds and as regulated investment companies for federal tax
purposes. These requirements are not required to be reflected in the proposed
investment restrictions and will not be affected by the proposal. The Trustees
propose that each Fund adopt the following investment restriction in lieu of its
current fundamental policy:
The Fund may not make any investment inconsistent with the Fund's
classification as a diversified company under the Investment Company Act
of 1940, as amended (the "Act"). This restriction does not, however,
apply to any Fund classified as a non-diversified company under the Act.
PROPOSAL 5(b): INVESTMENT POLICY ON INDUSTRY CONCENTRATION
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, stating whether or not more than
25% of the investment company's assets may be invested (concentrated) in the
securities of issuers in any one industry. Except for Financial Square Money
Market Fund and Financial Square Money Market Plus Fund (which, as a matter of
fundamental policy, concentrate their investments in bank obligations), each of
the Funds has adopted a fundamental policy prohibiting it from investing 25% or
more of its total assets in the securities of issuers in any one industry. The
foregoing limitation does not apply to U.S. Government securities and
obligations issued by banks. The proposal also would clarify that the Financial
Square Money Market and Financial Square Money Market Plus Funds' concentration
policy applies to obligations guaranteed
<PAGE>
by banks and not merely to obligations issued by banks. The proposal clarifies
the content of the current policies without changing their substance. The
Trustees propose that each Fund adopt the following investment policy in lieu of
its current fundamental policy:
The Fund may not purchase securities if such purchase would cause more
than 25% or more in the aggregate of the market value of the total
assets of the Fund to be invested in the securities of one or more
issuers having their principal business activities in the same industry.
However, there is no limitation with respect to, and each Fund (other
than Financial Square Money Market Fund and Financial Square Money
Market Plus Fund) reserves freedom of action, when otherwise consistent
with its investment policies, to concentrate its investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, obligations (other than commercial paper) issued by
U.S. banks and U.S. branches of U.S. or foreign banks and repurchase
agreements and securities loans collateralized by such U.S. Government
obligations or such bank obligations. Each of Financial Square Money
Market Fund and Financial Square Money Market Plus Fund may concentrate
its investments in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and repurchase agreements
and securities loans collateralized by such obligations and will invest
more than 25% of its total assets in obligations issued or guaranteed by
banks (whether foreign or domestic) and repurchase agreements and
securities loans collateralized by such obligations. However, if adverse
economic conditions prevail in the banking industry, each of Financial
Square Money Market Fund and Financial Square Money Market Plus Fund
may, for defensive purposes, temporarily invest less than 25% of the
value of its total assets in bank obligations. For purposes of this
restriction, state and municipal governments and their agencies,
authorities and instrumentalities are not deemed to be industries;
telephone companies are considered to be a separate industry from water,
gas or electric utilities; personal credit finance companies and
business credit finance companies are deemed to be separate industries;
and wholly owned finance companies are considered to be in the industry
of their parents if their activities are primarily related to financing
the activities of their parents.
PROPOSAL 5(c): INVESTMENT POLICIES ON BORROWING, MARGIN PURCHASES AND PLEDGING
ASSETS
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on borrowing. The 1940 Act
prohibits an open-end investment company from issuing any senior security
(including debt), except that an open-end investment company may borrow from
banks in an amount not exceeding 33 1/3% of its total assets. The Trustees
recommend that the Funds adopt a borrowing policy that permits borrowing to the
maximum extent permitted by the 1940 Act. Adoption of a more liberal policy does
not mean, however, that the Funds intend to borrow and incur the extra costs and
risks of leveraging the Funds.
Each Fund also has a fundamental investment policy limiting the purchase
of securities on margin. Margin purchases involve the purchase of securities
with money borrowed from a broker. "Margin" is the cash or eligible securities
that the borrower places with its broker as collateral for this loan. Each
Fund's current fundamental policy prohibits the Fund from purchasing securities
on margin, except for initial and variation margin payments made in connection
with the purchase and sale of futures contracts and options on futures
contracts. Mutual funds are also permitted to obtain such short-term credits as
may be necessary for the clearance of transactions. With these exceptions,
mutual funds are prohibited from entering into most types of margin purchases.
As restated, the Funds' restriction on borrowing and margin purchases
would provide as follows:
<PAGE>
The Fund may not borrow money, except that (a) the Fund may borrow from
banks (as defined in the Act) or through reverse repurchase agreements
in amounts up to 33 1/3% of its total assets (including the amount
borrowed), (b) the Fund may, to the extent permitted by applicable law,
borrow up to an additional 5% of its total assets for temporary
purposes, (c) the Fund may obtain such short-term credits as may be
necessary for the clearance of purchases and sales of portfolio
securities and (d) the Fund may purchase securities on margin to the
extent permitted by applicable law.
The Funds' fundamental policy on pledging their assets was a requirement
imposed by state securities laws that no longer applies to the Funds.
Consequently, it is proposed that such restriction be eliminated.
PROPOSAL 5(d): INVESTMENT POLICY ON LOANS
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on loans. The proposal clarifies
the contents of the Funds' current policies on loans without changing their
substance. The Trustees propose that each Fund adopt the following investment
policy in lieu of its current fundamental policy:
The Fund may not make loans, except through (a) the purchase of debt
obligations in accordance with the Fund's 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.
PROPOSAL 5(e): INVESTMENT POLICY ON UNDERWRITING
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on underwriting securities
issued by others. The proposed restatement of the Funds' policy, which does not
represent a material change in investment policy, would prohibit the Funds from
underwriting the securities of others (which is not a part of the normal
activities of a mutual fund). As restated, each Fund's investment restriction
would provide as follows:
The Fund may not underwrite securities issued by others, except to the
extent that the sale of portfolio securities by the Fund may be deemed
to be an underwriting.
PROPOSAL 5(f): INVESTMENT POLICY ON REAL ESTATE AND OIL AND GAS
The 1940 Act requires that each investment company adopt a policy, which
cannot be changed without shareholder approval, on acquiring interests in real
estate. The existing restriction on investment in oil and gas interests was
imposed by state law and is no longer required. While no Fund intends to invest
in such interests, it is proposed that the restriction on oil and gas interests
be eliminated. The proposed real estate policy does not represent a material
change in investment policy for any Fund except that it permits each Fund to
invest in securities issued by real estate investment trusts. Despite this
change to the restriction, no Fund currently intends to invest in such
securities. As restated, each Fund's investment restriction would provide as
follows:
The Fund may not purchase, hold or deal in real estate, although the
Fund may purchase and sell securities that are secured by real estate or
interests therein, securities of real estate investment trusts and
mortgage-related securities and may hold and sell real estate acquired
by the Fund as a result of the ownership of securities.
<PAGE>
PROPOSAL 5(g): INVESTMENT POLICY ON COMMODITIES
The 1940 Act requires that the Funds have a fundamental investment
policy regarding investments in commodities. As money market funds, the Funds do
not invest in commodities or commodity contracts. The Funds do not intend in the
future to invest in physical commodities but wish to have the flexibility to
invest in financial futures to the extent that such instruments are consistent
with the Funds' treatment as money market funds. Any financial futures contract
or related option is considered to be a commodity contract. Other types of
financial instruments such as forward commitments and swaps might also be deemed
to be commodity contract. The proposal would also permit the Funds' investment
restrictions with respect to commodities to be consistent with those of the
other funds in the Goldman Sachs Group of Funds.
As amended, the Funds' investment restriction with respect to
commodities would be as follows:
The Fund may not invest in commodities or commodity contracts, except
that the Fund may invest in currency and financial instruments and
contracts that are commodities or commodity contracts.
PROPOSAL 5(h): INVESTMENT POLICY ON SENIOR SECURITIES
The 1940 Act restricts the ability of an open-end investment company to
issue "senior securities" as defined in the 1940 Act and requires that an
investment company adopt a fundamental policy with respect to the issuance of
such securities. The proposed amendment would clarify that the Funds are
permitted to issue senior securities to the extent permitted by applicable law.
As discussed above, under the 1940 Act an open-end fund is not permitted to
issue senior securities except for borrowings from banks. In addition to
permitting the borrowing contemplated above, the amendment clarifies that the
Funds do not consider certain investment practices to be senior securities if
such practices are conducted in a manner consistent with current law and the
interpretive positions of the SEC. As amended, the investment restriction of
each Fund would provide as follows:
The Fund may not issue senior securities to the extent such issuance
would violate applicable law.
PROPOSAL 5(i): INVESTMENT RESTRICTION CONCERNING SHORT SALES OF SECURITIES
Each Fund has a fundamental investment restriction prohibiting the Fund
from making short sales or maintaining a short position. Under the 1940 Act,
restrictions on short sales are not required to be fundamental. Therefore, the
Trustees are recommending that shareholders vote to eliminate the Funds'
prohibition on short sales and the maintenance of short positions as a
fundamental restriction.
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. If this
proposal is approved by shareholders, the Trustees intend to adopt a non-
fundamental investment restriction that is substantively identical to the Funds'
current fundamental restriction on short sales and the maintenance of short
positions. By making the restriction non-fundamental, the Trustees will be able
to change the restriction in the future (if they determine that a change is
appropriate) without obtaining shareholder approval. This will give the Funds
greater flexibility to adapt to market changes, including changes in the
investment products available to the Funds.
<PAGE>
PROPOSAL 5(j): INVESTMENT POLICY ON OPTIONS
To comply with state securities laws in effect at the time of its
organization, each Fund adopted a fundamental restriction limiting the Fund's
ability to invest in or write put and call options. This restriction is no
longer required, is obsolete and is inconsistent with the investment
restrictions of all of the other funds in the Goldman Sachs Group of Funds.
While the elimination of this investment restriction will not have any immediate
impact upon the Funds' investments, it will permit the Trustees in the future to
allow the Funds to engage in such activities without shareholder approval in the
event that options become an appropriate investment for the Funds.
PROPOSAL 5(k): INVESTMENTS TO EXERCISE CONTROL
The Funds have a fundamental policy not to invest in companies for the
purpose of exercising control or management. Although the Funds have no
intention of investing for such purpose, this restriction is not required by the
1940 Act and is no longer required by state law. Consequently, the Trustees
recommend that it be eliminated.
TRUSTEES' RECOMMENDATION
The Trustees believe that each proposed amendment to the Funds' investment
restrictions will more clearly reflect current regulatory practice, will provide
a more complete range of investment opportunities and will clarify and simplify
the restrictions.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE "FOR" THE
ADOPTION OF EACH OF THE PROPOSED AMENDED INVESTMENT RESTRICTIONS.
REQUIRED VOTE
Approval of each proposed amendment to a Fund's fundamental investment
restrictions requires the affirmative vote of a 1940 Act Majority of that Fund's
outstanding shares. If a proposed amendment is not approved with respect to a
Fund, the current investment restriction will continue in effect unchanged for
that Fund.
PROPOSAL 6
----------
APPROVAL OF AMENDED AND RESTATED INVESTMENT MANAGEMENT
AGREEMENTS FOR THE FUNDS
GENERAL
At the meeting of the Trustees held on January 28, 1997, the Trustees,
including the Independent Trustees, voted to approve, and to recommend that the
shareholders of each of the Funds approve, the adoption of amended and restated
investment advisory agreements (the "Management Agreements"), each in the form
attached to this Proxy Statement as Appendix F.
The terms of the Management Agreements are substantially identical to
those of the Funds' existing investment advisory agreements (the "Existing
Advisory Agreements"), except that each Management Agreement provides for: (1)
the affected Fund's investment adviser to provide the Fund with administrative
services and (2) an increase in the Fund's investment advisory fee rate. This
increase is equal to the fee rate currently payable by the Fund pursuant to a
separate administration agreement between it and Goldman Sachs Asset Management
("GSAM") (each an "Administration
<PAGE>
Agreement"). If shareholders approve this proposal, the Administration
Agreements will be terminated. CONSEQUENTLY, THE OVERALL SERVICES PROVIDED AND
FEES PAID UNDER THE MANAGEMENT AGREEMENTS WILL BE IDENTICAL TO THE SERVICES
PROVIDED AND FEES PAID CURRENTLY UNDER THE EXISTING ADVISORY AGREEMENTS AND
ADMINISTRATION AGREEMENTS. The Funds will continue under the Amended and
Restated Agreement to be managed by GSAM.
Replacing each Fund's Existing Advisory Agreement and Administration
Agreement with a Management Agreement that covers both advisory and
administrative services will bring the Funds' contractual arrangements into
conformity with those of the other funds in the Goldman Sachs Group of Funds.
The Trustees expect such conformity to benefit the Funds by facilitating legal
compliance by the Funds and GSAM and eliminating the possibility that
differences in wording will cause contractual provisions to be interpreted
differently even though they were intended to have the same meaning. The
Trustees also expect that combining advisory and administrative fees will
improve investors' ability to compare the Funds' expenses with those of other
mutual funds that do not pay separate advisory and administration fees. The
Trustees have determined that adopting the Management Agreements for these
purposes is appropriate and beneficial to the Funds.
Set forth below is a description of material similarities and
differences between (1) the Management Agreements and (2) the Existing Advisory
Agreements and the Administration Agreements, as well as certain additional
information. The description of the Management Agreements is qualified in its
entirety by reference to Appendix F.
MATERIAL SIMILARITIES AND DIFFERENCES BETWEEN
THE MANAGEMENT AGREEMENTS AND THE EXISTING
ADVISORY AND ADMINISTRATION AGREEMENTS
SERVICES PROVIDED
Under the Existing Advisory Agreements and the Management Agreements,
GSAM determines what securities are purchased, held and sold by the Funds,
subject to their respective investment objectives, policies and restrictions and
to such policies and instructions as the Funds' Trustees may establish. This
involves providing the Funds with investment research, advice and supervision.
GSAM also is responsible for maintaining books and records with respect to the
securities transactions and for providing the Trustees with periodic and special
reports.
Under the Management Agreements, GSAM will also: (i) supervise all non-
advisory operations of each Fund; (ii) provide the Fund with personnel to
perform such executive, administrative and clerical services as are reasonably
necessary to provide effective administration of the Fund; (iii) arrange for at
the Fund's expense (a) the preparation for the Fund of all required tax returns,
(b) the preparation and submission of reports to existing shareholders and (c)
the periodic updating of the Fund's prospectus and statement of additional
information and the preparation of reports in each case to be filed with the SEC
and other regulatory authorities; (iv) maintain all of the Fund's records; and
(v) provide the Fund with office space and all necessary office equipment and
services.
Each Fund currently receives the administrative services described in
the preceding paragraph from GSAM pursuant to the Fund's Administration
Agreement with GSAM. If shareholders approve this proposal, each Fund will
receive these services pursuant to its Management Agreement with GSAM.
<PAGE>
FEES AND EXPENSES
The fee rate payable by each Fund under its Management Agreement is
identical to the aggregate advisory and administration fee rate payable by each
Fund under its Existing Advisory Agreement and Administration Agreement. THUS,
SHAREHOLDER APPROVAL OF THIS PROPOSAL WILL NOT RESULT IN ANY INCREASE IN A
fUND'S EXPENSES. Set forth below are the advisory and administration fees,
expressed in dollars and as a percentage of the Fund's average daily net assets,
to which GSAM, as investment adviser, and GSAM, as administrator, was entitled
for the Fund's most recently completed fiscal year (unaudited):
<TABLE>
<CAPTION>
Advisory Administration Total Management
Fund Fee Fee Fees
- ---- -------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Treasury Obligations Fund* $1,818,606 .075% + $3,152,251 .13% = $4,970,857 .205%
Prime Obligations Fund* 3,751,896 .075% + 6,503,286 .13% = 10,255,182 .205%
Government Fund* 961,772 .075% + 1,667,071 .13% = 2,628,843 .205%
Money Market Fund* 2,295,370 .075% + 3,978,642 .13% = 6,140,476 .205%
Tax-Free Money Market Fund* 420,502 .075% + 728,870 .13% = 1,109,231 .205%
</TABLE>
- ------------------------
* Due to voluntary fee reductions by GSAM, each Fund currently is paying
advisory fees at rates lower than the fee rates to which GSAM was
entitled for the Funds' fiscal year ended December 31, 1996. These
voluntary fee reductions may be modified or terminated at any time, but
will not be affected by shareholder approval of this proposal.
The Management Agreements require each Fund to pay the percentage of its
average daily net assets shown under the column "Total Advisory and Management
Fees" to GSAM for both advisory and administrative services. See Appendix G for
a list of other mutual funds that are advised by GSAM (including their advisory
fees) and have investment objectives similar to those of the Funds.
Under the Existing Advisory Agreements and the Administration
Agreements, GSAM pays all costs that it incurs in connection with the
performance of advisory and administrative services under the respective
agreements, except for the costs of preparing the Funds' tax returns, preparing
and transmitting reports to Fund shareholders, periodically updating the Funds'
prospectuses and statements of additional information and preparing reports to
be filed with the SEC and other regulatory authorities (collectively, the
"Additional Expenses"). Under the Administration Agreement, GSAM also pays all
transfer agency fees and costs incurred by the Funds. If the Management
Agreements are approved, transfer agency services would be provided by Goldman
Sachs (currently anticipated to be at no additional cost) under a separate
transfer agency agreement. Under the Management Agreements, GSAM will pay all
costs that it incurs in connection with the performance of advisory and
administrative services, except for the Additional
<PAGE>
Expenses. Under the Existing Agreements and the Management Agreements, the Funds
will pay all of their own expenses.
Goldman Sachs serves as each Fund's principal underwriter pursuant to
separate distribution agreements. These agreements will not be affected by
shareholder approval of this proposal. The Funds did not pay any brokerage
commissions to affiliates of GSAM during the year ended December 31, 1996.
STANDARD OF LIABILITY
The contractual liability standard that currently applies to GSAM's
performance of advisory and administrative services to the Funds will not change
if the Management Agreements are approved by shareholders. Under both the
Existing Advisory Agreements and Administration Agreements and the Management
Agreements, GSAM will not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of GSAM in the
performance of its duties or from reckless disregard by GSAM of its duties and
obligations under the agreement.
ADDITIONAL INFORMATION
RELATING TO THE EXISTING ADVISORY AGREEMENTS
The Board of Trustees, including the Independent Trustees, most recently
approved all the Funds' Existing Advisory Agreements at a meeting held on April
25, 1996. The date of each Fund's Existing Advisory Agreement and the date on
which each such agreement was most recently approved by the affected Fund's
shareholder(s) are set forth below.
<TABLE>
<CAPTION>
Date Agreement Last
Date of Approved by
Fund Agreement Shareholder(s)
---- --------- --------------
<S> <C> <C>
Treasury Obligations Fund 2/8/90* 12/31/94
Prime Obligations Fund 2/8/90* 12/31/94
Government Fund 2/8/90* 12/31/94
Money Market Fund 2/8/90* 12/31/94
Tax-Free Money Market Fund 2/8/90* 12/31/94
</TABLE>
- ---------------
* The Existing Advisory Agreements for the Funds were amended on December 23,
1994.
<PAGE>
Each Fund's Existing Advisory Agreement was approved by its initial
shareholder on the applicable date shown above in order to comply with the 1940
Act's requirement that investment advisory agreements be approved by
shareholders.
TRUSTEES' RECOMMENDATIONS
The Trustees believe that the replacement of the Funds' Existing
Advisory Agreements and Administration Agreements with the Management Agreements
is reasonable, fair and in the best interests of each Fund's
shareholders.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE "FOR" THE
PROPOSAL TO ADOPT THE APPLICABLE MANAGEMENT AGREEMENT.
VOTE REQUIRED
The Funds will vote separately on Proposal 6. Adoption of the proposal
as to any Fund requires a 1940 Act Majority of such Fund.
THE INVESTMENT ADVISER
Goldman Sachs Asset Management is a separate operating division of
Goldman Sachs and has its principal business address at One New York Plaza, New
York, New York 10004. Goldman Sachs is a worldwide investment banking firm and
has its principal business address at 85 Broad Street, New York, New York 10004.
The principal executive officers of Goldman Sachs are Jon S. Corzine and Henry
M. Paulson. The principal occupation of Messrs. Corzine and Paulson is the
management of Goldman Sachs. The general partners of Goldman Sachs are The
Goldman Sachs Group, L.P. (a Delaware Limited Partnership) ("GSGLP") and The
Goldman, Sachs & Co. L.L.C. (a Delaware limited liability company) ("GSCLLC").
The principal business address of the executive officers and general partners is
85 Board Street, New York, New York 10004. The Goldman Sachs Corporation ("GSC")
is the parent company of both GSGLP (.2%) and GSCLLC (.2%). GSGLP is also a
parent of GSCLLC (99.8%). GSC is the sole general partner of GSGLP.
ADDITIONAL INFORMATION
OTHER BUSINESS
As of the date of this Proxy Statement, the Trustees are not aware of any
matters to be presented for action at the Meeting other than those described
above. Should other business properly be brought before the Meeting, it is
intended that the
<PAGE>
accompanying Proxy will be voted thereon in accordance with the judgment of the
persons named as proxies.
PROXIES AND VOTING AT THE MEETING
The enclosed Proxy is revocable by a shareholder at any time before it
is exercised by written notice to the Trust (addressed to the Secretary at the
Trust's principal executive offices), by executing a superseding proxy or by
attending the Meeting and voting in person. All valid proxies received prior to
the Meeting (including any adjournment thereof) will be voted at the Meeting.
Matters on which a choice has been provided will be voted as indicated on the
Proxy and, if no instruction is given, the persons named as proxies will vote
the shares represented thereby in favor of the matters set forth in each
proposal and will use their best judgment in connection with the transaction of
such other business as may properly come before the Meeting.
In the event that at the time any session of the Meeting is called to
order a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies which have been received to adjourn the Meeting
to a later date. In the event that a quorum is present but sufficient votes in
favor of any of Proposals 1 through 6 have not been received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to such proposal. Any such adjournment will
require the affirmative vote of a majority of the shares of the Trust (or the
affected Fund) present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of any such proposal in favor of such an adjournment,
and will vote those proxies required to be voted against any such proposal
against any such adjournment. A shareholder vote may be taken on one or more of
the proposals in this Proxy Statement prior to such adjournment if sufficient
votes for their approval have been received and it is otherwise appropriate.
A majority of the shares entitled to vote shall be a quorum for the
transaction of business at the Meeting, but any lesser number shall be
sufficient for adjournments. Abstentions will be treated as shares that are
present and entitled to vote with respect to each proposal, but will not be
counted as a vote in favor of a proposal. Accordingly, an abstention from voting
on a proposal has the same effect as a vote against the proposal. If a broker or
nominee holding shares in "street name" indicates on the proxy that it does not
have discretionary authority to vote as to a particular proposal, those shares
will not be considered as present and entitled to vote with respect to the
proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted pursuant to subsection (i) of
the 1940 Act Majority definition. In addition, a "broker non-vote" has no effect
on the voting in determining whether a Nominee has been elected a
<PAGE>
Trustee pursuant to Proposal 1. However, in determining whether a proposal has
been adopted pursuant to subsection (ii) of the 1940 Act Majority definition, a
"broker non-vote" will have the same effect as a vote against the proposal
because shares represented by a "broker non-vote" are considered outstanding
shares.
MANNER AND COST OF PROXY SOLICITATION
Each Fund will bear its allocable portion of proxy solicitation
expenses, including the cost of preparing, assembling and mailing materials used
in connection with the solicitation of proxies. The Funds will reimburse
brokers, nominees and similar record holders for their reasonable expenses
incurred in connection with forwarding proxy materials to beneficial holders. In
addition to the solicitation by use of the mails, certain officers and employees
of Goldman Sachs, none of whom will receive compensation for their services
other than their regular salaries, may solicit the return of proxies personally
or by telephone or fax.
In addition to the solicitation of proxies by mail or in person, the
Trust may also arrange to have votes recorded by telephone by officers and
employees of the Trust, personnel of GSAM and the Transfer Agent or agents hired
by the Transfer Agent for such purpose. The telephone voting procedure is
designed to authenticate a shareholder's identity, to allow a shareholder to
authorize the voting of shares in accordance with the shareholder's instructions
and to confirm that the voting instructions have been properly recorded. A
shareholder will be called on a recorded line at the telephone number shown in
the Transfer Agent's records for the account and could be asked for the
shareholder's Social Security number or other identifying information. The
shareholder will then be given an opportunity to authorize proxies to vote his
shares at the Meeting in accordance with the shareholder's instructions. To
ensure that the shareholder's instructions have been recorded correctly, the
shareholder will also receive a confirmation of the voting instructions in the
mail. A special telephone number will be available in case the voting
information contained in the confirmation is incorrect. If the shareholder
decides after voting by telephone to attend the Meeting, the shareholder can
revoke the proxy at that time and vote the shares at the Meeting.
<PAGE>
SHAREHOLDER PROPOSALS
Neither the Trust nor the Delaware Trust is required, nor does either
intend to, hold annual meetings of shareholders each year. Instead, meetings
will be held only when and if required. Any shareholders desiring to present a
proposal for consideration at the next meeting of shareholders of their
respective Fund must submit the proposal in writing, so that it is received by
the appropriate Fund within a reasonable time before any meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
February 13, 1997
<PAGE>
APPENDIX A
As of January 31, 1997, each Fund had the following number of shares of each
class outstanding:
Fund Institutional Administration Service Preferred
- --------------------------------------------------------------------------------
FS Prime
Obligations Fund
FS Government
Fund
FS Treasury
Obligations Fund
FS Money Market
Fund
FS Tax-Free Money
Market Fund
<PAGE>
APPENDIX B
As of January 31, 1997, the following persons or entities owned beneficially or
of record more than 5% of the outstanding Institutional, Administration, Service
and Preferred Shares, as applicable, of each Fund:
FS PRIME OBLIGATIONS FUND
FS GOVERNMENT FUND
FS TREASURY OBLIGATIONS FUND
FS MONEY MARKET FUND
FS TAX-FREE MONEY MARKET FUND
<PAGE>
APPENDIX C
The information as to beneficial ownership set forth in the chart below is based
on statements furnished to the Funds by the Trustees. Each has all voting and
investment powers with respect to the shares indicated. All of the information
is as of January 31, 1997.
None of the Trustees beneficially owned individually nor did the Trustees
beneficially own as a group more than of one percent of the outstanding shares
of any of the Funds as of January 31, 1997.
<TABLE>
<CAPTION>
Fund Bakhru Smart Springer Strubel Grip Shuch Ford McPherson McNulty
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FS Prime
Obligations Fund
FS Treasury
Obligations Fund
FS Government
Fund
FS Money
Market Fund
FS Tax-Free
Money Market
Fund
</TABLE>
<PAGE>
APPENDIX D
AGREEMENT AND PLAN OF
REORGANIZATION, CONVERSION AND TERMINATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, CONVERSION AND TERMINATION is
made as of the 28th day of January, 1997, by and between Goldman Sachs Money
Market Trust, a Massachusetts business trust (the "Registrant"), on behalf of
each of its series (each a "Fund" and collectively the "Funds"), and Goldman
Sachs Trust (the "Trust"), a Delaware business trust.
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a)(1) of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), and is intended to effect the
reorganization (a "Reorganization") of each Fund as a new series of the Trust
(each a "Successor Fund" and collectively the "Successor Funds"). Each
Reorganization will include the transfer of all of the assets of a Fund to a
corresponding Successor Fund of the Trust solely in exchange for (1) the
assumption by the Successor Fund of all liabilities of the Fund and (2) the
issuance by the Trust to the Fund of shares of beneficial interest of the
Successor Fund. The aggregate number of shares of each class of the Successor
Fund (the "Successor Fund Shares") issued to the Fund will be equal to the
number of shares of beneficial interest ("Shares") of the corresponding Fund
class outstanding immediately before the Reorganization. These transactions will
be immediately followed by a pro rata distribution by each Fund of the Successor
Fund Shares it receives in the exchange described above to the holders of
corresponding Fund Shares in exchange for those Fund Shares, in liquidation of
each Fund, all upon the terms and conditions hereinafter set forth in this
Agreement.
In consideration of the promises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows.
1. TRANSFER OF ASSETS OF THE FUNDS IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ISSUANCE OF SUCCESSOR FUND SHARES
1.1 Subject to the terms and conditions set forth herein and on the
basis of the representations and warranties contained herein, each Fund agrees
to transfer all of its assets (as described in paragraph 1.2) and to assign and
transfer all of its liabilities to a corresponding Successor Fund organized
solely for the purpose of acquiring all of the assets and assuming all of the
liabilities of that Fund. The Trust, on behalf of each Successor Fund, agrees
that in exchange for all of the assets of the corresponding Fund (1) the
Successor Fund shall assume all of the liabilities of such Fund, whether
contingent or otherwise, then existing and (2) the Trust shall issue Successor
Fund Shares to the Fund. The number of Successor Fund Shares of each class to be
issued by the Trust on behalf of each Successor Fund will be identical to the
number of Shares of the corresponding class and Fund outstanding on the Closing
Date provided for in paragraph 3.1. Such transactions shall take place at the
Closing provided for in paragraph 3.1.
1.2 The assets of each Fund to be acquired by the corresponding
Successor Fund shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable), any
claims or rights of action or rights to register shares under applicable
securities laws, any books or records of the Fund and other property owned by
the Fund and any deferred or prepaid expenses shown as assets on the books of
the Fund on the Closing Date provided for in paragraph 3.1.
1.3 Immediately after delivery to each Fund of corresponding Successor Fund
Shares, a duly authorized officer of Registrant shall cause each Fund, as the
sole shareholder of the
<PAGE>
corresponding Successor Fund, to (i) elect the Trustees of the Trust; (ii)
ratify the selection of the Trust's independent accountants; (iii) approve an
investment advisory agreement and, if applicable, a subadvisory agreement for
the Successor Fund in substantially the same form as the investment advisory
agreement and, if applicable, a subadvisory agreement in effect with respect to
the Fund immediately prior to the closing of the reorganization, including any
changes thereto approved by the shareholders of the Fund at the meeting of
Shareholders to be held on April 1, 1997; (iv) approve distribution and
authorized dealer service plans for the Class A Shares, if any, of the Successor
Fund in substantially the same form as the distribution and authorized dealer
service plans currently in effect with respect to the Class A Shares of the
Fund; (v) approve distribution and authorized dealer service plans for the Class
B Shares, if any, of the Successor Fund in substantially the same form as the
distribution and authorized dealer service plans currently in effect with
respect to the Class B Shares of the Fund; (vi) approve a preferred
administration plan for the preferred administration shares, if any, of the
Successor Fund in substantially the same form as the preferred administration
plan currently in effect with respect to the Preferred Administration Shares of
the Fund; (vii) approve an administration plan with respect to the
Administration Shares, if any, of the Successor Fund in substantially the same
form as the administration plan currently in effect for Administration Shares of
the Fund; (viii) approve a service plan with respect to the Service Shares, if
any, of the Successor Fund in substantially the same form as the service plan
currently in effect for Service Shares of the Fund; and (ix) adopt investment
objectives, investment policies and investment restrictions which are
substantially identical to those of the Fund immediately prior to the closing of
the reorganization, including any changes thereto approved by the shareholders
of the Fund at the meeting of shareholders to be held on April 1, 1997. On or
prior to the Closing Date, the Trust shall, on its own behalf or on behalf of
the applicable Successor Fund, either enter into transfer agency, subtransfer
agency, custodian and subcustodian agreements, agreement with broker-dealers and
Service Organizations and any other agreement pursuant to which services are
rendered to the Registrant with substantially the same terms as the agreements
to which the Registrant is a party as of the Closing Date or assume the
Registrant's obligations under such agreements. The Trust shall also adopt, on
its own behalf or on behalf of the applicable Successor Fund, on or prior to the
Closing Date, all policies and procedures, in effect with respect to the
Registrant or any of the Funds as of the Closing Date.
1.4 As provided in paragraph 3.4, on the Closing Date each Fund will
distribute in liquidation the Successor Fund Shares of each class to each
shareholder of record, determined as of the close of business on the Closing
Date, of the corresponding class of the Fund pro rata in proportion to such
shareholder's beneficial interest in that class and in exchange for that
shareholder's Shares. Such distribution will be accomplished by the transfer of
the Successor Fund Shares then credited to the account of each Fund on the share
records of the Trust to open accounts on those records in the names of such Fund
Shareholders and representing the respective pro rata number of each class of
the Successor Fund Shares received from the Successor Funds which is due to such
Fund Shareholders. Fractional Successor Fund Shares shall be rounded to the
third place after the decimal point.
1.5 Ownership of the Successor Fund Shares by each Successor Fund
Shareholder shall be recorded separately on the books of Goldman, Sachs & Co.
("Goldman Sachs"), as the Trust's transfer agent.
1.6 Any transfer taxes payable upon the issuance of Successor Fund Shares
in a name other than the registered holder of the Fund Shares on the books of
any Fund shall be paid by the person to whom such Successor Fund Shares are to
be distributed as a condition of such transfer. Any deferred sales charge
payable with respect to any class of a Fund's shares will not be required to be
paid as a result of the exchange described in paragraph 1.4 but will continue to
be payable on the same basis with respect to the Shares of the Successor Fund.
1.7 Fund Shareholders holding certificates representing their ownership
of any class of Shares of a Fund shall surrender such certificates or deliver an
affidavit with respect to lost
<PAGE>
certificates, in such form and accompanied by such surety bonds as Registrant
may require (collectively, an "Affidavit"), to Registrant prior to the Closing
Date. Any Fund Share certificate which remains outstanding on the Closing Date
shall be deemed to be cancelled, shall no longer evidence ownership of any
Shares of the Fund and shall instead evidence ownership of corresponding
Successor Fund Shares. Unless and until any such certificate shall be so
surrendered or an Affidavit relating thereto shall be delivered, dividends and
other distributions payable by the applicable Successor Fund subsequent to the
Closing Date with respect to Successor Fund Shares shall be paid to the holder
of such certificate(s), but such shareholders may not redeem or transfer
Successor Fund Shares received in the Reorganization. The Trust will not issue
share certificates in the Reorganization.
1.8 The legal existence of each Fund and the Registrant shall be
terminated as promptly as reasonably practicable after the Closing Date.
2. VALUATION
2.1 The value of each Fund's net assets to be acquired by the Trust on
behalf of the Successor Funds hereunder shall be the net asset value computed as
of the valuation time provided in the Fund's prospectus(es) on the Closing Date
using the valuation procedures set forth in the Fund's current prospectus(es)
and statement of additional information.
2.2 The value of full and fractional Successor Fund Shares of each class
to be issued in exchange for each Fund's net assets shall be equal to the value
of the net assets of the corresponding class of such Fund on the Closing Date,
and the number of such Successor Fund Shares of each class shall equal the
number of full and fractional Fund Shares outstanding on the Closing Date.
2.3 All computations of value shall be made by State Street Bank and
Trust Company (the "Custodian"), as custodian for the Funds and the Trust, or
the Fund's investment advisor, in each case as required by the valuation
procedures adopted by the Registrant.
3. CLOSING AND CLOSING DATE
3.1 The transfer of each Fund's assets in exchange for the assumption by
the corresponding Successor Fund of the Fund's liabilities and the issuance of
Successor Fund Shares to the Fund, as described above, together with related
acts necessary to consummate such acts (the "Closing"), shall occur at the
offices of Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606 on
April 30, 1997 ("Closing Date"), or at such other place or date on or prior to
December 31, 1997 as the parties may agree in writing. All acts taking place at
the Closing shall be deemed to take place simultaneously as of the last daily
determination of the net asset value of the Funds or at such other time and or
place as the parties may agree.
3.2 In the event that on the Closing Date (a) the New York Stock
Exchange is closed to trading or trading thereon is restricted or (b) trading or
reporting of trading on said Exchange or in any market in which portfolio
securities of a Fund are traded is disrupted so that accurate appraisal of the
value of the total net assets of that Fund is impracticable, the Closing with
respect to that Fund shall be postponed until the first business day upon which
trading shall have been fully resumed and reporting shall have been restored.
3.3 Registrant shall deliver at the Closing a certificate or separate
certificates of an authorized officer stating that it has notified the
Custodian, as custodian for the Funds and the Trust, of the Funds'
reorganizations as series of the Trust.
3.4 Goldman Sachs, as transfer agent for the Funds, shall deliver at the
Closing a certificate evidencing the conversion on its books and records of each
Fund Shareholder account to a
<PAGE>
corresponding Successor Fund Shareholder account. The Trust shall issue and
deliver to each Fund a confirmation evidencing the crediting of Successor Fund
Shares to the appropriate shareholder accounts on the Closing Date or provide
other evidence satisfactory to the Fund that such Successor Fund Shares have
been credited to the Fund's account on the books of the Trust. At the Closing
each party shall deliver to the other such bills of sale, checks, assignments,
stock certificates, receipts or other documents as such other party or its
counsel may reasonably request.
3.5 Portfolio securities that are not held in book-entry form in the name
of the Custodian as record holder for a Fund shall be presented by such Fund to
the Custodian for examination no later than five business days preceding the
Closing Date. Portfolio securities which are not held in book-entry form shall
be delivered by the Fund to the Custodian for the account of its respective
Successor Fund on the Closing Date, duly endorsed in proper form for transfer,
in such condition as to constitute good delivery thereof in accordance with the
custom of brokers, and shall be accompanied by all necessary federal and state
stock transfer stamps or a check for the appropriate purchase price thereof.
Portfolio securities held of record by the Custodian in book-entry form on
behalf of each Fund shall be delivered to the Successor Fund by the Custodian by
recording the transfer of beneficial ownership thereof on its records. The cash
delivered shall be in the form of currency or by the Custodian crediting the
Successor Fund's account maintained with the Custodian with immediately
available funds.
4. REPRESENTATIONS AND WARRANTIES
4.1 Registrant represents and warrants, on behalf of itself and
each Fund, as follows:
4.1.A. Registrant is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has the power to own all of its properties and assets and,
subject to approval by the shareholders of the Funds, to perform its obligations
under this Agreement. Registrant is not required to qualify to do business in
any jurisdiction in which it is not so qualified or where failure to qualify
would not subject it or the Funds to any material liability or disability.
Registrant has all necessary federal, state and local authorizations to own all
of its properties and assets and to carry on the business of Registrant and the
Funds as now being conducted. The Funds are duly established and designated
series of Registrant;
4.1.B. Registrant is a registered investment company classified
as a management company of the open-end type, and its registration with the
Securities and Exchange Commission (the "Commission") as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), is in
full force and effect;
4.1.C. Registrant is not, and the execution, delivery and
performance of this Agreement will not result, in violation of any provision of
its Declaration of Trust or Bylaws, or any agreement, indenture, instrument,
contract, lease or other undertaking to which Registrant is a party or by which
Registrant is bound;
4.1.D. At the date hereof and at the Closing Date all federal,
state and other tax returns and reports, including information returns and payee
statements, of the Funds required by law to have been filed or furnished by such
dates shall have been filed or furnished and all federal, state and other taxes,
interest and penalties shall have been paid so far as due or provision shall
have been made for the payment thereof and no such return is currently under
audit and no assessment has been asserted with respect to any of such returns or
reports;
4.1.E. Each Fund has elected to be treated as a regulated
investment company under Subchapter M of the Code, has qualified as such for
each taxable year since its inception, and will qualify as such as of the
Closing Date;
<PAGE>
4.1.F. All issued and outstanding shares of Registrant and each
Fund are, and at the Closing Date will be, duly and validly issued and
outstanding, fully paid and nonassessable by Registrant. Registrant does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any shares of beneficial interest of Registrant or any Fund, nor is
there outstanding any security convertible into any of such shares;
4.1.G. The information to be furnished by Registrant for use in
applications for orders, registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete and shall comply in all
material respects with federal securities and other laws and regulations
thereunder applicable thereto;
4.1.H. At the Closing Date, Registrant, on behalf of the Funds,
will have good and marketable title to the assets to be transferred to the
Trust, on behalf of the Successor Funds, pursuant to paragraph 1.1, and will
have full right, power and authority to sell, assign, transfer and deliver such
assets hereunder. Upon delivery and in payment for such assets, the Trust on
behalf of the Successor Funds will acquire good and marketable title thereto
subject to no restrictions on the full transfer thereof, including such
restrictions as might arise under the Securities Act of 1933, as amended (the
"1933 Act");
4.1.I. The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary action
on the part of Registrant. This Agreement constitutes a valid and binding
obligation of Registrant and each Fund enforceable in accordance with its terms,
subject to the approval of each Fund's shareholders;
4.1.J. No consent, approval, authorization or order of any court
or governmental authority is required for the consummation by Registrant, on
behalf of the Funds, of the transactions contemplated herein, except such as
shall have been obtained prior to the Closing Date.
4.2 The Trust represents and warrants, on behalf of itself and each
Successor Fund, as follows:
4.2.A. The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the power to own all of its properties and assets and to perform its obligations
under this Agreement. The Trust is not required to qualify to do business in any
jurisdiction in which it is not so qualified or where failure to qualify would
not subject it or the Successor Funds to any material liability or disability.
The Trust has all necessary federal, state and local authorizations to own all
of its properties and assets and to carry on the business of the Trust and the
Successor Funds as now being conducted. The Successor Funds are duly established
and designated series of the Trust;
4.2.B. The Trust is not, and the execution, delivery and
performance of this Agreement will not result, in violation of any provision of
the Declaration of Trust or Bylaws of the Trust or any agreement, indenture,
instrument, contract, lease or other undertaking to which the Trust is a party
or by which the Trust is bound;
4.2.C. The Trust will cause each Successor Fund to qualify as a
regulated investment company under Subsection M of the Code for the taxable year
in which the Closing occurs and to continue to qualify as such for each taxable
year;
4.2.D. Prior to the Closing Date, there shall be no issued and
outstanding Successor Fund Shares or any other securities of the Successor
Funds. Successor Fund Shares issued in connection with the transactions
contemplated herein will be duly and validly issued and outstanding and fully
paid and non-assessable by the Trust;
<PAGE>
4.2.E. The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of the Trust, and
this Agreement constitutes a valid and binding obligation of the Trust and each
Successor Fund enforceable against the Trust and each Successor Fund in
accordance with its terms;
4.2.F. The information to be furnished by the Trust with respect
to the Successor Funds for use in applications for orders, registration
statements, proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby shall be accurate and
complete and shall comply in all material respects with federal securities and
other laws and regulations applicable thereto;
4.2.G. No consent, approval, authorization or order of any court
or governmental authority is required for the consummation by the Trust or the
Successor Funds of the transactions contemplated herein, except such as shall
have been obtained
prior to the Closing Date.
5. COVENANTS OF REGISTRANT AND THE TRUST
5.1 Registrant covenants that the Successor Fund Shares are not being
acquired for the purpose of making any distribution thereof, other than in
accordance with the terms of this Agreement.
5.2 Registrant covenants that it will assist the Trust in obtaining such
information as the Trust reasonably requests concerning the beneficial ownership
of Fund Shares.
5.3 Registrant will, on behalf of the Funds, from time to time as and
when requested by the Trust on behalf of the Successor Funds, execute and
deliver, or cause to be executed and delivered, all such assignments and other
instruments, and will take or cause to be taken such further action, as the
Trust may deem necessary or desirable in order to vest in, and confirm to, the
Trust on behalf of the Successor Funds, title to, and possession of, all the
assets of each Fund to be sold, assigned, transferred and delivered to its
corresponding Successor Fund hereunder and otherwise to carry out the intent and
purpose of this Agreement.
5.4 The Trust will, on behalf of the Successor Funds, from time to time
as and when requested by Registrant on behalf of the Funds, execute and deliver
or cause to be executed and delivered all such assignments and other
instruments, and will take or cause to be taken such further action, as
Registrant may deem necessary or desirable in order to vest in, and confirm to,
Registrant, on behalf of the Funds, title to, and possession of, the Successor
Fund Shares issued, sold, assigned, transferred and delivered hereunder and
otherwise to carry out the intent and purpose of this Agreement.
5.5 The Trust, on behalf of the Successor Funds, shall use all
reasonable efforts to obtain the approvals and authorizations required by the
1933 Act, the 1940 Act and such state securities laws as it may deem appropriate
in order to operate after the Closing Date;
5.6 Subject to the provisions of this Agreement, the Trust and
Registrant each will take, or cause to be taken, all action and will do or cause
to be done all things reasonably necessary, proper or advisable to consummate
and make effective the transactions contemplated by this Agreement.
5.7 As promptly as practicable, but in any event within 60 days after
the closing date, Registrant shall furnish to the Trust, in such form as is
reasonably satisfactory to the Trust, a statement of the earnings and profits of
each Funds for federal income tax purposes, and of any capital loss carryovers
and other items that will be carried over to each Successor Fund as a result of
Section 381 of the Code. Such statement shall be certified by the President or
Treasurer of Registrant.
<PAGE>
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF REGISTRANT AND THE FUNDS
The obligations of Registrant and each Fund to consummate the
transactions provided for herein shall be subject to the performance by the
Trust, on behalf of the Successor Funds, of all the obligations to be performed
by the Trust and the Successor Funds hereunder on or before the Closing Date
and, in addition thereto, to the following further conditions:
6.1 All representations and warranties of the Trust and each Successor
Fund contained in this Agreement shall be true and correct in all material
respects as of the date hereof and except as they may be affected by the
transactions contemplated by this Agreement, as of the Closing Date, with the
same force and effect as if made on and as of the Closing Date; and
6.2 The Trust shall have delivered on the Closing Date to Registrant a
certificate executed in the Trust's name by its President or Vice President, in
form and substance satisfactory to Registrant, dated as of the Closing Date, to
the effect that the representations and warranties of the Trust and each
Successor Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated by
this Agreement, and as to such other matters as Registrant shall reasonably
request.
Each of the foregoing conditions precedent may be waived by Registrant.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST AND THE SUCCESSOR FUNDS
The obligations of the Trust and each Successor Fund to consummate the
transactions provided for herein shall be subject to the performance by
Registrant, on behalf of the Funds, of all the obligations to be performed by
Registrant and the Funds hereunder on or before the Closing Date and, in
addition thereto, to the following further conditions:
7.1 All representations and warranties of Registrant and each Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date, with the same force and
effect as if made on and as of the Closing Date;
7.2 Registrant shall have delivered to the Trust on the Closing Date a
statement of the assets and liabilities of each Fund, prepared in accordance
with generally accepted accounting principles consistently applied, together
with a certificate of the Treasurer or Assistant Treasurer of Registrant as to
each Fund's portfolio securities and each Fund's federal income tax basis and
holding period for each such portfolio security as of the Closing Date; and
7.3 Registrant shall have delivered to the Trust on the Closing Date a
certificate executed in Registrant's name by its President or Vice President, in
form and substance satisfactory to the Trust, dated as of the Closing Date, to
the effect that the representations and warranties of Registrant and each Fund
made in this Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as the Trust shall reasonably request.
Each of the foregoing conditions precedent may be waived by the Trust.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF REGISTRANT, THE FUNDS,
THE TRUST AND THE SUCCESSOR FUNDS
The obligations of Registrant, the Funds, the Trust and the Successor
Funds are each subject to the further conditions that on or before the Closing
Date:
<PAGE>
8.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of each Fund's Shareholders in accordance
with applicable law;
8.2 On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with the
transactions contemplated hereby;
8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state securities authorities) deemed necessary by the
Trust or Registrant to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of the Trust, the Funds,
Registrant or the Successor Funds, provided that either party hereto may waive
any of such conditions for itself or its respective series;
8.4 Registrant and the Trust shall have received on or before the
Closing Date an opinion of Hale and Dorr LLP satisfactory to Registrant and the
Trust, substantially to the effect that for federal income tax purposes:
8.4.A. The acquisition of all of the assets of each Fund by its
corresponding Successor Fund solely in exchange for the issuance of Successor
Fund Shares to the Fund and the assumption by the Successor Fund of all of the
liabilities of the Fund, followed by the distribution in liquidation by the Fund
of such Successor Fund Shares to the Fund Shareholders in exchange for their
Fund Shares and the termination of the Fund, will constitute a reorganization
within the meaning of Section 368(a)(1) of the Code, and the Fund and the
Successor Fund will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code;
8.4.B. No gain or loss will be recognized by any Fund upon (i) the
transfer of all of its assets to its corresponding Successor Fund solely in
exchange for the issuance of Successor Fund Shares to the Fund and the
assumption by the Successor Fund of the Fund's liabilities and (ii) the
distribution by the Fund of such Successor Fund Shares to the Fund Shareholders;
8.4.C. No gain or loss will be recognized by any Successor Fund
upon its receipt of all of the corresponding Fund's assets solely in exchange
for the issuance of the Successor Fund Shares to the Fund and the assumption by
the Successor Fund of all of the liabilities of the Fund;
8.4.D. The tax basis of the assets acquired by a Successor Fund
from its corresponding Fund will be, in each instance, the same as the tax basis
of those assets in the Fund's hands immediately prior to the transfer;
8.4.E. The tax holding period of the assets of each Fund in the
hands of its corresponding Successor Fund will, in each instance, include the
Fund's tax holding period for those assets;
8.4.F. Each Fund's Shareholders will not recognize gain or loss
upon the exchange of all of their shares of the Fund solely for Successor Fund
Shares as part of the transaction;
8.4.G. The tax basis of the Successor Fund Shares received by Fund
Shareholders in the transaction will be, for each shareholder, the same as the
tax basis of the Fund Shares surrendered in exchange therefor; and
<PAGE>
8.4.H. The tax holding period of the Successor Fund Shares received
by Fund Shareholders will include, for each shareholder, the tax holding period
for the Fund Shares surrendered in exchange therefor, provided that such Fund
Shares were held as capital assets on the date of the exchange.
Registrant and the Trust each agree to make and provide representations with
respect to the Funds and the Successor Funds, respectively, which are reasonably
necessary to enable Hale and Dorr LLP to deliver an opinion substantially as set
forth in this paragraph 8.4, which opinion may address such other federal income
tax consequences, if any, that Hale and Dorr LLP believes to be material to the
Reorganization.
Each of the foregoing conditions precedent to the obligations of a
party, except for the receipt of the opinion of Hale and Dorr LLP set forth in
paragraph 8.4, may be waived by that party.
9. BROKERAGE FEES AND EXPENSES
9.1 The Trust, on behalf of the Successor Funds, and Registrant, on
behalf of the Funds, each represent and warrant to the other that there are no
broker's or finder's fees payable in connection with the transactions
contemplated hereby.
9.2 Each Fund and each Successor Fund shall be liable for any expenses
incurred by them in connection with entering into and carrying out the
provisions of this Agreement whether or not the transactions contemplated hereby
are consummated.
10. ENTIRE AGREEMENT
The Trust, on behalf of the Successor Funds, and Registrant, on behalf
of the Funds, agree that neither party has made any representation, warranty or
covenant not set forth herein and that this Agreement constitutes the entire
agreement between the parties. The representations, warranties and covenants
contained herein or in any document delivered pursuant hereto or in connection
herewith shall survive the consummation of the transactions contemplated
hereunder.
11. TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Trust and Registrant. In addition, either the Trust or Registrant may at its
option terminate this Agreement at or prior to the Closing Date because:
11.1.A. There exists a material breach by the other party of any
representations, warranties or agreements contained herein to be performed at or
prior to the Closing Date; or
11.1.B. A condition expressed precedent to the obligations of the
terminating party has not been met and it reasonably appears that it will not or
cannot be met .
11.1.C. A majority of the members of the Board of Trustees of the
Registrant determine that it is not in the best interest of the Funds or their
shareholders to proceed with the transactions contemplated by this Agreement.
11.2 In the event of any such termination, there shall be no
liability for damages on the part of the Trust or Registrant, or their
respective Trustees or officers, to the other party or its Trustees or officers.
<PAGE>
12. AMENDMENT
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the parties; provided, however,
that following the approval of this Agreement by any Fund's Shareholders, no
such amendment may have the effect of changing the provisions for determining
the number of Successor Fund Shares to be paid to that Fund's Shareholders under
this Agreement to the detriment of such Fund Shareholders without their further
approval.
13. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
13.1 The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
13.4 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder shall be
made by any party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason of
this Agreement.
13.5 All persons dealing with the Trust, the Funds, Registrant or the
Successor Funds must look solely to the property of the Trust, the Funds,
Registrant or the Successor Funds, respectively, for the enforcement of any
claims against the Trust, the Funds, Registrant or the Successor Funds, as
neither the Trustees, officers, agents nor shareholders of the Trust or
Registrant assume any personal liability for obligations entered into on behalf
of the Trust or Registrant, respectively. No series of Registrant or the Trust
shall be responsible for any obligations assumed by or on behalf of any other
series of Registrant or the Trust under this Agreement.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to Registrant or the Trust, each
at 4900 Sears Tower, Chicago, Illinois 60606, Attention: Secretary.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer.
GOLDMAN SACHS TRUST, on behalf of the following series:
By:
-------------------------
Its:
------------------------
GOLDMAN SACHS MONEY MARKET TRUST
on behalf of the following series:
By:
-------------------------
Its:
------------------------
<PAGE>
APPENDIX E
FINANCIAL SQUARE FUNDS
AMENDED AND RESTATED INVESTMENT RESTRICTIONS
The Trust may not on behalf of any Fund:
(1) make any investment inconsistent with the Fund's classification as a
diversified company under the Investment Company Act of 1940, as amended (the
"Act"). This restriction does not, however, apply to any Fund classified as a
non-diversified company under the Act.
(2) purchase securities if such purchase would cause more than 25% or
more in the aggregate of the market value of the total assets of the Fund to be
invested in the securities of one or more issuers having their principal
business activities in the same industry. However, there is no limitation with
respect to, and each Fund (other than Financial Square Money Market Fund and
Financial Square Money Market Plus Fund) reserves freedom of action, when
otherwise consistent with its investment policies, to concentrate its
investments in obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, obligations (other than commercial paper) issued
by U.S. banks and U.S. branches of U.S. or foreign banks and repurchase
agreements and securities loans collateralized by such U.S. Government
obligations or such bank obligations. Each of Financial Square Money Market Fund
and Financial Square Money Market Plus Fund may concentrate its investments in
obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities and repurchase agreements and securities loans collateralized
by such obligations and will invest more than 25% of the value of its total
assets in obligations issued or guaranteed by banks (whether foreign or
domestic) and repurchase agreements and securities loans collateralized by such
obligations. However, if adverse economic conditions prevail in the banking
industry each of Financial Square Money Market Fund and Financial Square Money
Market Plus Fund may, for defensive purposes, temporarily invest less than 25%
of the value of its total assets in such obligations. For the purposes of this
restriction, state and municipal governments and their agencies, authorities and
instrumentalities are not deemed to be industries; telephone companies are
considered to be a separate industry from water, gas or electric utilities;
personal credit finance companies and business credit finance companies are
deemed to be separate industries; and wholly owned finance companies are
considered to be in the industry of their parents if their activities are
primarily related to financing the activities of their parents.
(3) borrow money, except that (a) the Fund may borrow from banks (as
defined in the Act) or through reverse repurchase agreements in amounts up to 33
1/3% of its total assets (including the amount borrowed), (b) the Fund may, to
the extent permitted by applicable law, borrow up to an additional 5% of its
total assets for temporary purposes, (c) the Fund may obtain such short-term
credit as may be necessary for the clearance of purchases and sales of portfolio
securities and (d) the Fund may purchase securities on margin to the extent
permitted by applicable law.
(4) make loans, except through (a) the purchase of debt obligations in
accordance with each Fund's 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.
<PAGE>
(5) underwrite securities issued by others, except to the extent that
the sale of portfolio securities by a Fund may be deemed to be an underwriting.
(6) purchase, hold or deal in real estate, although a Fund may purchase
and sell securities that are secured by real estate or interests therein,
securities of real estate investment trusts and mortgage-related securities and
may hold and sell real estate acquired by a Fund as a result of the ownership of
securities.
(7) invest in commodities or commodity contracts, except that a Fund may
invest in currency and financial instruments and contracts that are commodities
or commodity contracts.
(8) issue senior securities to the extent such issuance would violate
applicable law.
Each Fund may, notwithstanding any other fundamental investment
restriction or policy, invest some or all of its assets in securities of a
single open-end investment company or a series thereof with substantially the
same investment objectives, restrictions and policies as the Fund.
<PAGE>
APPENDIX F
[GOLDMAN SACHS TRUST]
[GOLDMAN SACHS MONEY MARKET TRUST]
4900 Sears Tower
Chicago, Illinois 60606
April 30, 1997
Goldman Sachs Asset Management
One New York Plaza,
New York, New York 10004
MANAGEMENT AGREEMENT
--------------------
Dear Sirs:
[Goldman Sachs Trust][Goldman Sachs Money Market Trust] (the "Registrant") has
been organized as a [business trust under the laws of the State of Delaware]
[business trust under the laws of the Commonwealth of Massachusetts] to engage
in the business of an investment company. The shares of the Registrant
("Shares") may be divided into multiple series ("Series"), including the Series
listed on Annex A (including any Series added to Annex A in the future, each a
"Fund"). Each Series will represent the interests in a separate portfolio of
securities and other assets. Each Series may be terminated, and additional
Series established, from time to time by action of the Board of Trustees. The
Registrant on behalf of each Fund has selected you to act as the investment
adviser and administrator of the Funds and to provide certain services, as more
fully set forth below, and you are willing to act as such investment adviser and
administrator and to perform such services under the terms and conditions
hereinafter set forth. Accordingly, the Registrant agrees with you as follows:
1. Name of Registrant. The Registrant may use any name including or
------------------
derived from the name "Goldman Sachs" in connection with a Fund only for so long
as this Agreement or any extension, renewal or amendment hereof remains in
effect, including any similar agreement with any organization which shall have
succeeded to your business as investment adviser or administrator. Upon the
termination of this Agreement, the Registrant (to the extent that it lawfully
can) will cause the Funds to cease to use such a name or any other name
indicating that it is advised by or otherwise connected with you or any
organization which shall have so succeeded to your business.
2. Sub-Advisers. You may engage one or more investment advisers which are
------------
either registered as such or specifically exempt from registration under the
Investment Advisers Act of 1940, as amended, to act as sub-advisers to provide
with respect to the Fund certain services set forth in Paragraphs 3 and 6
hereof, all as shall be set forth in a written contract to which the Registrant,
on behalf of the Fund, and you shall be parties, which contract shall be subject
to approval by the vote of a majority of the Trustees who are not interested
persons of you, the sub-adviser, or of the Registrant, cast in person at a
meeting called for the purpose of voting on such approval and by the vote of a
majority of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the Investment Company Act of 1940 Act, as amended
(the "1940 Act").
3. Management Services.
-------------------
<PAGE>
(a) You will regularly provide each Fund with investment research,
advice and supervision and will furnish continuously an investment program for
each Fund consistent with the investment objectives and policies of the Fund.
You will determine from time to time what securities shall be purchased for a
Fund, what securities shall be held or sold by a Fund, and what portion of a
Fund's assets shall be held uninvested as cash, subject always to the provisions
of the Registrant's Declaration of Trust and By-Laws and of the 1940 Act, and to
the investment objectives, policies and restrictions of the Fund, as each of the
same shall be from time to time in effect, and subject, further, to such
policies and instructions as the Board of Trustees of the Registrant may from
time to time establish.
(b) Subject to the general supervision of the Board of Trustees of the
Registrant, you will provide certain administrative services to each Fund. You
will, to the extent such services are not required to be performed by others
pursuant to the custodian agreement (or the transfer agency agreement to the
extent that a person other than you is serving thereunder as the Registrant's
transfer agent), (i) provide supervision of all aspects of each Fund's
operations not referred to in paragraph (a) above; (ii) provide each Fund with
personnel to perform such executive, administrative and clerical services as are
reasonably necessary to provide effective administration of the Fund; (iii)
arrange for, at the Registrant's expense, (a) the preparation for each Fund of
all required tax returns, (b) the preparation and submission of reports to
existing shareholders and (c) the periodic updating of the Fund's prospectuses
and statements of additional information and the preparation of reports filed
with the Securities and Exchange Commission and other regulatory authorities;
(iv) maintain all of the Funds' records and (v) provide the Funds with adequate
office space and all necessary office equipment and services including telephone
service, heat, utilities, stationery supplies and similar items.
(c) You will also provide to the Registrant's Board of Trustees such
periodic and special reports as the Board may reasonably request. You shall for
all purposes herein be deemed to be an independent contractor and shall, except
as otherwise expressly provided or authorized, have no authority to act for or
represent the Registrant or the Funds in any way or otherwise be deemed an agent
of the Registrant or the Funds.
(d) You will maintain all books and records with respect to the Funds'
securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and
paragraph (f) of Rule 31a- 1 under the 1940 Act (other than those records being
maintained by the Fund's custodian or transfer agent) and preserve such records
for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. You will also
provide to the Registrant's Board of Trustees such periodic and special reports
as the Board may reasonably request.
(e) You will notify the Registrant of any change in your membership within
a reasonable time after such change.
(f) Your services hereunder are not deemed exclusive and you shall be free
to render similar services to others.
4. Allocation of Charges and Expenses. You will pay all costs incurred by
----------------------------------
you in connection with the performance of your duties under paragraph 3. You
will pay the compensation and expenses of all personnel of yours and will make
available, without expense to the Funds, the services of such of your partners,
officers and employees as may duly be elected officers or Trustees of the
Registrant, subject to their individual consent to serve and to any limitations
imposed by law. You will not be required to pay any expenses of any Fund other
than those specifically allocated to you in this paragraph 4. In particular, but
without limiting the generality of the foregoing, you will not be
<PAGE>
required to pay: (i) organization expenses of the Funds; (ii) fees and expenses
incurred by the Funds in connection with membership in investment company
organizations; (iii) brokers' commissions; (iv) payment for portfolio pricing
services to a pricing agent, if any; (v) legal, auditing or accounting expenses
(including an allocable portion of the cost of your employees rendering legal
and accounting services to the Fund); (vi) taxes or governmental fees; (vii) the
fees and expenses of the transfer agent of the Registrant; (viii) the cost of
preparing stock certificates or any other expenses, including clerical expenses
of issue, redemption or repurchase of Shares of the Fund; (ix) the expenses of
and fees for registering or qualifying Shares for sale and of maintaining the
registration of the Funds and registering the Registrant as a broker or a
dealer; (x) the fees and expenses of Trustees of the Registrant who are not
affiliated with you; (xi) the cost of preparing and distributing reports and
notices to shareholders, the Securities and Exchange Commission and other
regulatory authorities; (xii) the fees or disbursements of custodians of each
Fund's assets, including expenses incurred in the performance of any obligations
enumerated by the Declaration of Trust or By-Laws of the Registrant insofar as
they govern agreements with any such custodian; or (xiii) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business. You shall not be required to pay
expenses of activities which are primarily intended to result in sales of Shares
of the Funds.
5. Compensation of the Manager.
---------------------------
(a) For all services to be rendered and payments made as provided in
paragraphs 3 and 4 hereof, the Registrant on behalf of each Fund will pay you
each month a fee at an annual rate equal the percentage of the average daily net
assets of the Fund set forth with respect to such Fund on Annex A. The "average
daily net assets" of a Fund shall be determined on the basis set forth in the
Fund's prospectus(es) or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder.
(b) In addition to the foregoing, you may from time to time agree not to
impose all or a portion of your fee otherwise payable hereunder (in advance of
the time such fee or portion thereof would otherwise accrue) and/or undertake to
pay or reimburse a Fund for all or a portion of its expenses not otherwise
required to be borne or reimbursed by you. Any such fee reduction or undertaking
may be discontinued or modified by you at any time.
6. Avoidance of Inconsistent Position. In connection with purchases or
----------------------------------
sales of portfolio securities for the account of the Funds, neither you nor any
of your partners, officers or employees will act as a principal, except as
otherwise permitted by the 1940 Act. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio securities for each
Fund's account with brokers or dealers (including Goldman, Sachs & Co.) selected
by you. In the selection of such brokers or dealers (including Goldman, Sachs &
Co.) and the placing of such orders, you are directed at all times to seek for
the Funds the most favorable execution and net price available. It is also
understood that it is desirable for the Funds that you have access to
supplemental investment and market research and security and economic analyses
provided by brokers who may execute brokerage transactions at a higher cost to a
Fund than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, you are
authorized to place orders for the purchase and sale of securities for the Funds
with such brokers, subject to review by the Registrant's Board of Trustees from
time to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to you in
connection with your services to other clients. If any occasion should arise in
which you give any advice to your clients concerning the Shares of the Funds,
you will act solely as investment counsel for such clients and not in any way on
behalf of any Fund. You may, on occasions when you deem the purchase or sale of
a security to be in the best interests of a Fund as well as your other customers
(including any other Series or any other investment company or
<PAGE>
advisory account for which you or any of your affiliates acts as an investment
adviser), aggregate, to the extent permitted by applicable laws and regulations,
the securities to be sold or purchased in order to obtain the best net price and
the most favorable execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by you in the manner you consider to be the most equitable and consistent
with your fiduciary obligations to the Fund and to such other customers. In
addition, you are authorized to take into account the sale of shares of the
Registrant in allocating purchase and sale orders for portfolio securities to
brokers or dealers (including brokers and dealers that are affiliated with you),
provided that you believe that the quality of the transaction and the commission
is comparable to what they would be with other qualified firms.
7. Limitation of Liability of Manager and Fund. You shall not be liable
-------------------------------------------
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Registrant
or the Funds shall be deemed, when acting within the scope of his employment by
the Funds, to be acting in such employment solely for the Funds and not as your
employee or agent. The Fund shall not be liable for any claims against any other
Series of the Registrant.
8. Duration and Termination of this Agreement. This Agreement shall remain
------------------------------------------
in force as to each Fund until June 30, 1998 and shall continue for periods of
one year thereafter, but only so long as such continuance is specifically
approved at least annually (a) by the vote of a majority of the Trustees who are
not interested persons (as defined in the 1940 Act) of the Registrant and have
no financial interest in this Agreement, cast in person at a meeting called for
the purpose of voting on such approval and (b) by a vote of a majority of the
Board of Trustees of the Registrant or of a majority of the outstanding voting
securities of such Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may, on 60 days written notice to the other party, be terminated
in its entirety or as to a particular Fund at any time without the payment of
any penalty, by the Board of Trustees of the Registrant, by vote of a majority
of the outstanding voting securities of a Fund, or by you. This Agreement shall
automatically terminate in the event of its assignment. In interpreting the
provisions of this Agreement, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "interested person," "assignment" and
"majority of the outstanding voting securities"), as from time to time amended,
shall be applied, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
9. Amendment of this Agreement. No provisions of this Agreement may be
---------------------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective as to a Fund until approved by vote of the holders of a majority of
the outstanding voting securities of such Fund and by a majority of the Board of
Trustees of the Registrant, including a majority of the Trustees who are not
interested persons (as defined in the 1940 Act) of the Registrant and have no
financial interest in this Agreement, cast in person at a meeting called for the
purpose of voting on such amendment. Notwithstanding the foregoing, this
Agreement may be amended at any time to add to a new Fund to Annex A provided
such amendment is approved by a majority of the Board of Trustees of the
Registrant, including a majority of the Trustees who are not interested persons
(as defined in the 1940 Act) of the Registrant and have no financial interest in
this Agreement. This paragraph does not apply to any agreement described in
<PAGE>
paragraph 5(b) hereof, which shall be effective during the period you specify in
a prospectus, sticker, or other document made available to current or
prospective shareholders.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
11. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
The name Goldman Sachs [Money Market] Trust is the designation of the
Trustees for the time being under [an Amended and Restated Agreement and
Declaration of Trust], [under a Declaration of Trust dated January 29, 1997] as
amended from time to time, and all persons dealing with the Trust or a Funds
must look solely to the property of the Trust or such Fund for the enforcement
of any claims as none of Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Trust. No Fund
shall be liable for any claims against any other Series.
If you are in agreement with the foregoing, please sign the form of
acceptance on the Registrant counterpart of this letter and return such
counterpart to the Registrant, whereupon this letter shall become a binding
contract.
Yours very truly,
[GOLDMAN SACHS MONEY MARKET TRUST]
[GOLDMAN SACHS TRUST]
Attest:_______________________________ By:__________________________
Michael J. Richman Douglas C. Grip
Secretary of the Registrant President of the
Registrant
The foregoing Agreement is hereby accepted as of the date thereof.
GOLDMAN SACHS ASSET MANAGEMENT,
A DIVISION OF GOLDMAN, SACHS & CO.
Attest:_______________________________ By:___________________________
Michael J. Richman David B. Ford
Counsel to the Funds Group Managing Director
<PAGE>
APPENDIX G
OTHER MUTUAL FUNDS ADVISED
BY GOLDMAN SACHS ASSET MANAGEMENT
Goldman Sachs Asset Management ("GSAM") provides investment advisory
services to the following mutual funds with investment objectives similar to
those of one or more of the Funds covered by this Proxy Statement.
Name of Fund Fund Asset Size Management Fee Rate
- ------------ (as of 12/31/96) -------------------
----------------
Prime Obligations Portfolio* $1,263,578,096 .35%
Money Market Portfolio* 989,199,907 .35%
Government Portfolio* 824,933,951 .35%
Treasury Obligations Portfolio* 807,066,550 .35%
Treasury Instruments Portfolio* 1,230,605,683 .35%
Federal Portfolio* 3,290,630,275 .35%
Tax-Exempt Diversified
Portfolio* 1,602,460,813 .35%
* The management fee rates shown do not reflect the fact that GSAM has
voluntarily agreed not to impose all or a portion of its advisory and
administration fee and/or to reduce or otherwise limit the annual total
operating expenses of these funds.
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
Institutional Liquid Assets Portfolios
4900 Sears Tower
Chicago, Illinois 60606
This proxy is solicited on behalf of the Board of Trustees of the Goldman
Sachs Money Market Trust for the Special Meeting of Unitholders (the "Meeting")
to be held on April 1, 1997. The undersigned hereby appoints Pauline Taylor,
Nancy Mucker, John Mosier and Michael Richman, and each of them, attorneys and
proxies for the undersigned, with full power of substitution and revocation to
represent the undersigned and to vote on behalf of the undersigned all shares of
Goldman Sachs Money Market Trust which the undersigned is entitled to vote at
the Special Meeting of Unitholders to be held at the offices of Goldman, Sachs &
Co., 4900 Sears Tower, Chicago, Illinois, 60606 on April 1, 1997, at 9:00 a.m.,
Central Standard Time, and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of the Special Meeting of Unitholders and
accompanying Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substituting for, if only one shall be so present, then that one shall
have and may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
PLEASE SIGN AND DATE THE PROXY CARD, RETURN THE BOTTOM PORTION WITH YOUR VOTE IN
THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the ballot so that the
return address, located on the reverse side of the mail-in stub, appears through
the window of the envelope.
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy, if properly executed, will be voted in the manner directed by the
shareholder. If no direction is made, this proxy will be voted FOR all
Proposals. Please refer to the Proxy Statement for a discussion of the
Proposals.
<PAGE>
<TABLE>
<CAPTION>
PLEASE MARK VOTES For Witheld For All Except
[X] AS IN THIS EXAMPLE
<S> <C> <C> <C>
1. Election of nine Trustees. [ ] [ ] [ ]
INSTRUCTION To withheld authority
to vote for
any individual nominee,
strike a line through his/her
in the list below:
Ashok N. Bakhru, David B. Ford, David Grip, John P. McNulty,
Mary P. McPherson, Alan Shuch, Jackson W. Smart, William H.
Springer, Richard P. Strubel
2. Ratification of
the selection and For Witheld Abstain
Arthur Anderson LLP as the [ ] [ ] [ ]
independent Appointments of the
Trust/Corporation for
the fiscal year ending
December 31, 1997.
3. Approval of an Agreement and
Plan of Reorganization. [ ] [ ] [ ]
4a. Approval of an amendment in
the Portfolio's investment [ ] [ ] [ ]
restrictions to permit such the
Fund to invest its assets in
another open-end investment
company.
4b. Approval of an amendment
in the Trust's Declaration [ ] [ ] [ ]
of Trust to permit
investment of such Fund's assets
in another open-end investment
company.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
For Withheld Abstain
<S> <C> <C> <C>
5a. Investment Policy on issuer
diversification [ ] [ ] [ ]
5b. Investment Policy on
Industry concentration [ ] [ ] [ ]
5c. Investment Policies on
Borrowing Margins and
Pledging Assets [ ] [ ] [ ]
5d. Investment Policy on
Loans [ ] [ ] [ ]
5e. Investment Policy on
Underwriting [ ] [ ] [ ]
5f. Investment Policy on Real
Estate and Oil and Gas [ ] [ ] [ ]
5g. Investment Policy on
Commodities [ ] [ ] [ ]
5h. Investment Policy on
Senior Securities [ ] [ ] [ ]
5i. Investment restriction
concerning Short Sales of
Securities [ ] [ ] [ ]
5j. Investment Policy on
Options [ ] [ ] [ ]
5k. Investments to Exercise
Control [ ] [ ] [ ]
</TABLE>
<PAGE>
For Withheld Abstain
6. Approve Management
Agreement. [ ] [ ] [ ]
<TABLE>
<CAPTION>
<S> <C>
Please be sure to sign and date this Proxy. Date
Please sign exactly as your name
appears on this proxy, if joint owners,
EITHER may sign this proxy. When signing
as attorney, executor, administrator,
Shareholder sign here Co-owner trustee, guardian or corporate officer,
sign here please give your full title.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 012
<NAME> PRIME OBLIGATIONS PORTFOLIO-CLASS B SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,346,597,257
<INVESTMENTS-AT-VALUE> 1,346,597,257
<RECEIVABLES> 2,127,412
<ASSETS-OTHER> 95,448
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,348,820,117
<PAYABLE-FOR-SECURITIES> 10,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,555,056
<TOTAL-LIABILITIES> 16,555,056
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,332,265,061
<SHARES-COMMON-STOCK> 76
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,332,265,061
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 42,974,505
<OTHER-INCOME> 0
<EXPENSES-NET> 3,552,401
<NET-INVESTMENT-INCOME> 39,422,104
<REALIZED-GAINS-CURRENT> 25,472
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 39,447,576
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 71
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 24,642
<NUMBER-OF-SHARES-REDEEMED> 24,606
<SHARES-REINVESTED> 40
<NET-CHANGE-IN-ASSETS> (219,236,694)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,717,974
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,662,058
<AVERAGE-NET-ASSETS> 1,561,640,583
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.007
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.007
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 013
<NAME> PRIME OBLIGATIONS PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,346,597,257
<INVESTMENTS-AT-VALUE> 1,346,597,257
<RECEIVABLES> 2,127,412
<ASSETS-OTHER> 95,448
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,348,820,117
<PAYABLE-FOR-SECURITIES> 10,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,555,056
<TOTAL-LIABILITIES> 16,555,056
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,332,265,061
<SHARES-COMMON-STOCK> 1,185,681,179
<SHARES-COMMON-PRIOR> 1,261,208,998
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,332,265,061
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 42,974,505
<OTHER-INCOME> 0
<EXPENSES-NET> 3,552,401
<NET-INVESTMENT-INCOME> 39,422,104
<REALIZED-GAINS-CURRENT> 25,472
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 39,447,576
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 34,078,142
<DISTRIBUTIONS-OF-GAINS> 21,245
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,721,627,221
<NUMBER-OF-SHARES-REDEEMED> 4,815,769,636
<SHARES-REINVESTED> 18,614,596
<NET-CHANGE-IN-ASSETS> (219,236,694)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,717,974
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,662,058
<AVERAGE-NET-ASSETS> 1,561,640,583
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.026
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.026
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 015
<NAME> PRIME OBLIGATIONS PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,346,597,257
<INVESTMENTS-AT-VALUE> 1,346,597,257
<RECEIVABLES> 2,127,412
<ASSETS-OTHER> 95,448
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,348,820,117
<PAYABLE-FOR-SECURITIES> 10,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,555,056
<TOTAL-LIABILITIES> 16,555,056
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,332,265,061
<SHARES-COMMON-STOCK> 56,752,337
<SHARES-COMMON-PRIOR> 63,055,307
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,332,265,061
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 42,974,505
<OTHER-INCOME> 0
<EXPENSES-NET> 3,552,401
<NET-INVESTMENT-INCOME> 39,422,104
<REALIZED-GAINS-CURRENT> 25,472
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 39,447,576
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,505,964
<DISTRIBUTIONS-OF-GAINS> 1,050
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 232,693,867
<NUMBER-OF-SHARES-REDEEMED> 239,849,696
<SHARES-REINVESTED> 852,859
<NET-CHANGE-IN-ASSETS> (219,236,694)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,717,974
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,662,058
<AVERAGE-NET-ASSETS> 1,561,640,583
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 016
<NAME> PRIME OBLIGATIONS PORTFOLIO-SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,346,597,257
<INVESTMENTS-AT-VALUE> 1,346,597,257
<RECEIVABLES> 2,127,412
<ASSETS-OTHER> 95,448
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,348,820,117
<PAYABLE-FOR-SECURITIES> 10,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,555,056
<TOTAL-LIABILITIES> 16,555,056
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,332,265,061
<SHARES-COMMON-STOCK> 89,831,469
<SHARES-COMMON-PRIOR> 227,237,450
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,332,265,061
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 42,974,505
<OTHER-INCOME> 0
<EXPENSES-NET> 3,552,401
<NET-INVESTMENT-INCOME> 39,422,104
<REALIZED-GAINS-CURRENT> 25,472
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 39,447,576
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,837,927
<DISTRIBUTIONS-OF-GAINS> 3,177
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 300,833,139
<NUMBER-OF-SHARES-REDEEMED> 439,312,110
<SHARES-REINVESTED> 1,072,990
<NET-CHANGE-IN-ASSETS> (219,236,694)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,717,974
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,662,058
<AVERAGE-NET-ASSETS> 1,561,640,583
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.024
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 023
<NAME> GOVERNMENT PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 684,942,978
<INVESTMENTS-AT-VALUE> 684,942,978
<RECEIVABLES> 2,380,258
<ASSETS-OTHER> 139,955
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 687,463,191
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,428,207
<TOTAL-LIABILITIES> 3,428,207
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 683,975,225
<SHARES-COMMON-STOCK> 564,490,695
<SHARES-COMMON-PRIOR> 570,436,734
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 59,759
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 684,034,984
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,507,734
<OTHER-INCOME> 0
<EXPENSES-NET> 1,656,110
<NET-INVESTMENT-INCOME> 17,851,624
<REALIZED-GAINS-CURRENT> 31,619
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 17,883,243
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,972,437
<DISTRIBUTIONS-OF-GAINS> 22,170
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,202,652,190
<NUMBER-OF-SHARES-REDEEMED> 2,215,678,693
<SHARES-REINVESTED> 7,080,464
<NET-CHANGE-IN-ASSETS> 19,403,108
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 54,767
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,251,625
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,749,050
<AVERAGE-NET-ASSETS> 719,170,066
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 025
<NAME> GOVERNMENT PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 684,942,978
<INVESTMENTS-AT-VALUE> 684,942,978
<RECEIVABLES> 2,380,258
<ASSETS-OTHER> 139,955
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 687,463,191
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,428,207
<TOTAL-LIABILITIES> 3,428,207
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 683,975,225
<SHARES-COMMON-STOCK> 41,391,618
<SHARES-COMMON-PRIOR> 47,558,211
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 59,759
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 684,034,984
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,507,734
<OTHER-INCOME> 0
<EXPENSES-NET> 1,656,110
<NET-INVESTMENT-INCOME> 17,851,624
<REALIZED-GAINS-CURRENT> 31,619
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 17,883,243
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,053,077
<DISTRIBUTIONS-OF-GAINS> 1,594
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 111,445,959
<NUMBER-OF-SHARES-REDEEMED> 117,758,448
<SHARES-REINVESTED> 145,896
<NET-CHANGE-IN-ASSETS> 19,403,108
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 54,767
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,251,625
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,749,050
<AVERAGE-NET-ASSETS> 719,170,066
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.024
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 026
<NAME> GOVERNMENT PORTFOLIO-SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 684,942,978
<INVESTMENTS-AT-VALUE> 684,942,978
<RECEIVABLES> 2,380,258
<ASSETS-OTHER> 139,955
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 687,463,191
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,428,207
<TOTAL-LIABILITIES> 3,428,207
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 683,975,225
<SHARES-COMMON-STOCK> 78,092,912
<SHARES-COMMON-PRIOR> 85,388,380
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 59,759
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 684,034,984
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,507,734
<OTHER-INCOME> 0
<EXPENSES-NET> 1,656,110
<NET-INVESTMENT-INCOME> 17,851,624
<REALIZED-GAINS-CURRENT> 31,619
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 17,883,243
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,826,110
<DISTRIBUTIONS-OF-GAINS> 2,863
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 203,040,409
<NUMBER-OF-SHARES-REDEEMED> 211,705,446
<SHARES-REINVESTED> 1,369,569
<NET-CHANGE-IN-ASSETS> 19,403,108
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 54,767
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,251,625
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,749,050
<AVERAGE-NET-ASSETS> 719,170,066
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.023
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.023
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.81
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 033
<NAME> TREASURY OBLIGATIONS PORTFOLIO-INSTITUTIONAL SHARES
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<INVESTMENTS-AT-COST> 861,562,568
<INVESTMENTS-AT-VALUE> 861,562,568
<RECEIVABLES> 2,357,968
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<ACCUMULATED-NET-GAINS> (74,172)
<OVERDISTRIBUTION-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 1,999,547,676
<NUMBER-OF-SHARES-REDEEMED> 2,067,854,063
<SHARES-REINVESTED> 6,469,968
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<ACCUMULATED-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 1,645,948,954
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<GROSS-EXPENSE> 2,361,167
<AVERAGE-NET-ASSETS> 945,528,954
<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 035
<NAME> TREASURY OBLIGATIONS PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
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<TOTAL-ASSETS> 864,063,762
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<ACCUMULATED-NET-GAINS> (74,172)
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<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 860,120,521
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<NET-INVESTMENT-INCOME> 23,028,616
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<DISTRIBUTIONS-OF-GAINS> 26,110
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 229,974,573
<NUMBER-OF-SHARES-REDEEMED> 248,404,723
<SHARES-REINVESTED> 615,814
<NET-CHANGE-IN-ASSETS> 63,423,112
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,645,948,954
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,361,167
<AVERAGE-NET-ASSETS> 945,528,954
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.024
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.56
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 036
<NAME> TREASURY OBLIGATIONS PORTFOLIO-SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
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<PERIOD-START> JAN-01-1996
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<INVESTMENTS-AT-COST> 861,562,568
<INVESTMENTS-AT-VALUE> 861,562,568
<RECEIVABLES> 2,357,968
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<TOTAL-ASSETS> 864,063,762
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<OTHER-ITEMS-LIABILITIES> 8,943,241
<TOTAL-LIABILITIES> 8,943,241
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<SHARES-COMMON-PRIOR> 119,718,514
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> (74,172)
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<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 860,120,521
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 25,277,636
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<EXPENSES-NET> 2,249,020
<NET-INVESTMENT-INCOME> 23,028,616
<REALIZED-GAINS-CURRENT> 137,008
<APPREC-INCREASE-CURRENT> 0
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<EQUALIZATION> 0
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<DISTRIBUTIONS-OF-GAINS> 21,491
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 280,733,748
<NUMBER-OF-SHARES-REDEEMED> 264,499,699
<SHARES-REINVESTED> 70,628
<NET-CHANGE-IN-ASSETS> 63,423,112
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,862
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,645,948,954
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,361,167
<AVERAGE-NET-ASSETS> 945,528,954
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.023
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.023
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.81
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 043
<NAME> TREASURY INSTRUMENTS PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
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<PERIOD-START> JAN-01-1996
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<INVESTMENTS-AT-COST> 1,129,897,658
<INVESTMENTS-AT-VALUE> 1,129,897,658
<RECEIVABLES> 12,252,875
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<PAYABLE-FOR-SECURITIES> 0
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<OTHER-ITEMS-LIABILITIES> 4,727,482
<TOTAL-LIABILITIES> 4,727,482
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<PAID-IN-CAPITAL-COMMON> 1,137,515,957
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<SHARES-COMMON-PRIOR> 586,288,862
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 26,590
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,137,542,547
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 24,596,211
<OTHER-INCOME> 0
<EXPENSES-NET> 1,616,915
<NET-INVESTMENT-INCOME> 22,979,296
<REALIZED-GAINS-CURRENT> 94,970
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<NET-CHANGE-FROM-OPS> 23,074,266
<EQUALIZATION> 0
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<DISTRIBUTIONS-OF-GAINS> 47,533
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<NUMBER-OF-SHARES-SOLD> 1,924,366,142
<NUMBER-OF-SHARES-REDEEMED> 1,918,143,920
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<NET-CHANGE-IN-ASSETS> 359,281,447
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 1,655,536
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,669,386
<AVERAGE-NET-ASSETS> 956,892,635
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.21
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 045
<NAME> TREASURY INSTRUMENTS PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
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<PERIOD-START> JAN-01-1996
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<INVESTMENTS-AT-COST> 1,129,897,658
<INVESTMENTS-AT-VALUE> 1,129,897,658
<RECEIVABLES> 12,252,875
<ASSETS-OTHER> 119,496
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,142,270,029
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,727,482
<TOTAL-LIABILITIES> 4,727,482
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<SHARES-COMMON-PRIOR> 68,708,601
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<ACCUMULATED-NET-GAINS> 26,590
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,137,542,547
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 24,596,211
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<EXPENSES-NET> 1,616,915
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<REALIZED-GAINS-CURRENT> 94,970
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<NET-CHANGE-FROM-OPS> 23,074,266
<EQUALIZATION> 0
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<DISTRIBUTIONS-OF-GAINS> 7,151
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 216,503,018
<NUMBER-OF-SHARES-REDEEMED> 180,271,007
<SHARES-REINVESTED> 454,385
<NET-CHANGE-IN-ASSETS> 359,281,447
<ACCUMULATED-NII-PRIOR> 0
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<AVERAGE-NET-ASSETS> 956,892,635
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<PER-SHARE-DISTRIBUTIONS> 0.024
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 046
<NAME> TREASURY INSTRUMENTS PORTFOLIO-SERVICE SHARES
<S> <C>
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<INVESTMENTS-AT-COST> 1,129,897,658
<INVESTMENTS-AT-VALUE> 1,129,897,658
<RECEIVABLES> 12,252,875
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<NET-ASSETS> 1,137,542,547
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<EQUALIZATION> 0
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<NUMBER-OF-SHARES-SOLD> 608,958,421
<NUMBER-OF-SHARES-REDEEMED> 300,991,488
<SHARES-REINVESTED> 19,382
<NET-CHANGE-IN-ASSETS> 359,281,447
<ACCUMULATED-NII-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,669,386
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 053
<NAME> MONEY MARKET PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 934,736,882
<INVESTMENTS-AT-VALUE> 934,736,882
<RECEIVABLES> 4,039,580
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<OTHER-ITEMS-LIABILITIES> 4,394,074
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<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 924,435,079
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<NET-INVESTMENT-INCOME> 23,509,097
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<NUMBER-OF-SHARES-SOLD> 2,638,121,069
<NUMBER-OF-SHARES-REDEEMED> 2,531,799,522
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<GROSS-EXPENSE> 2,176,853
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<PER-SHARE-GAIN-APPREC> 0
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 055
<NAME> MONEY MARKET PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 934,736,882
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<RECEIVABLES> 4,039,580
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<PAYABLE-FOR-SECURITIES> 10,000,000
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<OTHER-ITEMS-LIABILITIES> 4,394,074
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<PAID-IN-CAPITAL-COMMON> 924,435,079
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<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 924,435,079
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 25,357,560
<OTHER-INCOME> 0
<EXPENSES-NET> 1,848,463
<NET-INVESTMENT-INCOME> 23,509,097
<REALIZED-GAINS-CURRENT> 20,401
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 23,529,498
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,378,085
<DISTRIBUTIONS-OF-GAINS> 3,282
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,152,891,452
<NUMBER-OF-SHARES-REDEEMED> 1,120,760,951
<SHARES-REINVESTED> 2,992,853
<NET-CHANGE-IN-ASSETS> 162,777,733
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,608,556
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,176,853
<AVERAGE-NET-ASSETS> 924,175,517
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 056
<NAME> MONEY MARKET PORTFOLIO-SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 934,736,882
<INVESTMENTS-AT-VALUE> 934,736,882
<RECEIVABLES> 4,039,580
<ASSETS-OTHER> 52,691
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 938,829,153
<PAYABLE-FOR-SECURITIES> 10,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,394,074
<TOTAL-LIABILITIES> 14,394,074
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 924,435,079
<SHARES-COMMON-STOCK> 30,111,053
<SHARES-COMMON-PRIOR> 23,079,608
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 924,435,079
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 25,357,560
<OTHER-INCOME> 0
<EXPENSES-NET> 1,848,463
<NET-INVESTMENT-INCOME> 23,509,097
<REALIZED-GAINS-CURRENT> 20,401
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 23,529,498
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 740,497
<DISTRIBUTIONS-OF-GAINS> 853
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 116,365,706
<NUMBER-OF-SHARES-REDEEMED> 109,498,424
<SHARES-REINVESTED> 164,163
<NET-CHANGE-IN-ASSETS> 162,777,733
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,608,556
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,176,853
<AVERAGE-NET-ASSETS> 924,175,517
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.024
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 063
<NAME> FEDERAL PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,921,115,124
<INVESTMENTS-AT-VALUE> 2,921,115,124
<RECEIVABLES> 8,262,691
<ASSETS-OTHER> 173,294
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,929,551,109
<PAYABLE-FOR-SECURITIES> 147,986,625
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,044,747
<TOTAL-LIABILITIES> 160,031,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,769,590,357
<SHARES-COMMON-STOCK> 1,995,604,705
<SHARES-COMMON-PRIOR> 1,731,957,820
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (70,620)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,769,519,737
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 67,354,235
<OTHER-INCOME> 0
<EXPENSES-NET> 3,889,493
<NET-INVESTMENT-INCOME> 63,464,742
<REALIZED-GAINS-CURRENT> (6,264)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 63,458,478
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 47,393,257
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,278,684,049
<NUMBER-OF-SHARES-REDEEMED> 5,045,218,770
<SHARES-REINVESTED> 30,181,606
<NET-CHANGE-IN-ASSETS> 418,097,581
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (64,356)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,375,718
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,891,347
<AVERAGE-NET-ASSETS> 2,514,104,904
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.026
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.026
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 065
<NAME> FEDERAL PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,921,115,124
<INVESTMENTS-AT-VALUE> 2,921,115,124
<RECEIVABLES> 8,262,691
<ASSETS-OTHER> 173,294
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,929,551,109
<PAYABLE-FOR-SECURITIES> 147,986,625
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,044,747
<TOTAL-LIABILITIES> 160,031,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,769,590,357
<SHARES-COMMON-STOCK> 632,856,962
<SHARES-COMMON-PRIOR> 516,957,788
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (70,620)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,769,519,737
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 67,354,235
<OTHER-INCOME> 0
<EXPENSES-NET> 3,889,493
<NET-INVESTMENT-INCOME> 63,464,742
<REALIZED-GAINS-CURRENT> (6,264)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 63,458,478
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13,239,483
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,513,271,568
<NUMBER-OF-SHARES-REDEEMED> 1,402,306,563
<SHARES-REINVESTED> 4,934,169
<NET-CHANGE-IN-ASSETS> 418,097,581
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (64,356)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,375,718
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,891,347
<AVERAGE-NET-ASSETS> 2,514,104,904
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 066
<NAME> FEDERAL PORTFOLIO-SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,921,115,124
<INVESTMENTS-AT-VALUE> 2,921,115,124
<RECEIVABLES> 8,262,691
<ASSETS-OTHER> 173,294
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,929,551,109
<PAYABLE-FOR-SECURITIES> 147,986,625
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,044,747
<TOTAL-LIABILITIES> 160,031,372
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,769,590,357
<SHARES-COMMON-STOCK> 141,128,690
<SHARES-COMMON-PRIOR> 102,576,904
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (70,620)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,769,519,737
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 67,354,235
<OTHER-INCOME> 0
<EXPENSES-NET> 3,889,493
<NET-INVESTMENT-INCOME> 63,464,742
<REALIZED-GAINS-CURRENT> (6,264)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 63,458,478
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,832,002
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 607,003,302
<NUMBER-OF-SHARES-REDEEMED> 569,030,723
<SHARES-REINVESTED> 579,207
<NET-CHANGE-IN-ASSETS> 418,097,581
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (64,356)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,375,718
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,891,347
<AVERAGE-NET-ASSETS> 2,514,104,904
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.024
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 073
<NAME> TAX-EXEMPT DIVERSIFIED PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,403,976,260
<INVESTMENTS-AT-VALUE> 1,403,976,260
<RECEIVABLES> 8,701,022
<ASSETS-OTHER> 4,539,440
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,417,216,722
<PAYABLE-FOR-SECURITIES> 30,173,200
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,263,491
<TOTAL-LIABILITIES> 34,436,691
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,382,655,041
<SHARES-COMMON-STOCK> 1,317,689,781
<SHARES-COMMON-PRIOR> 1,342,653,546
<ACCUMULATED-NII-CURRENT> 362,642
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (237,652)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,382,780,031
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26,785,278
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<EXPENSES-NET> 2,463,672
<NET-INVESTMENT-INCOME> 24,321,606
<REALIZED-GAINS-CURRENT> (6,230)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24,315,376
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 23,228,531
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,975,588,930
<NUMBER-OF-SHARES-REDEEMED> 5,017,327,769
<SHARES-REINVESTED> 16,775,074
<NET-CHANGE-IN-ASSETS> 58,224,544
<ACCUMULATED-NII-PRIOR> 362,642
<ACCUMULATED-GAINS-PRIOR> (231,422)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,666,370
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<GROSS-EXPENSE> 3,232,313
<AVERAGE-NET-ASSETS> 1,532,054,874
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.016
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.31
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 075
<NAME> TAX-EXEMPT DIVERSIFIED PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,403,976,260
<INVESTMENTS-AT-VALUE> 1,403,976,260
<RECEIVABLES> 8,701,022
<ASSETS-OTHER> 4,539,440
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<TOTAL-ASSETS> 1,417,216,722
<PAYABLE-FOR-SECURITIES> 30,173,200
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,263,491
<TOTAL-LIABILITIES> 34,436,691
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,382,655,041
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<SHARES-COMMON-PRIOR> 48,773,081
<ACCUMULATED-NII-CURRENT> 362,642
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<ACCUMULATED-NET-GAINS> (237,652)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,382,780,031
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<INTEREST-INCOME> 26,785,278
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<EXPENSES-NET> 2,463,672
<NET-INVESTMENT-INCOME> 24,321,606
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<DISTRIBUTIONS-OF-INCOME> 578,338
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 69,478,973
<NUMBER-OF-SHARES-REDEEMED> 82,181,404
<SHARES-REINVESTED> 178,100
<NET-CHANGE-IN-ASSETS> 58,224,544
<ACCUMULATED-NII-PRIOR> 362,642
<ACCUMULATED-GAINS-PRIOR> (231,422)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,666,370
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,232,313
<AVERAGE-NET-ASSETS> 1,532,054,874
<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.015
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 076
<NAME> TAX-EXEMPT DIVERSIFIED PORTFOLIO-SERVICE SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 1,403,976,260
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<OTHER-ITEMS-LIABILITIES> 4,263,491
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<ACCUMULATED-NII-CURRENT> 362,642
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<NET-ASSETS> 1,382,780,031
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<INTEREST-INCOME> 26,785,278
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<EXPENSES-NET> 2,463,672
<NET-INVESTMENT-INCOME> 24,321,606
<REALIZED-GAINS-CURRENT> (6,230)
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<NET-CHANGE-FROM-OPS> 24,315,376
<EQUALIZATION> 0
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<NUMBER-OF-SHARES-SOLD> 63,728,203
<NUMBER-OF-SHARES-REDEEMED> 84,550,614
<SHARES-REINVESTED> 92,193
<NET-CHANGE-IN-ASSETS> 58,224,544
<ACCUMULATED-NII-PRIOR> 362,642
<ACCUMULATED-GAINS-PRIOR> (231,422)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,666,370
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<GROSS-EXPENSE> 3,232,313
<AVERAGE-NET-ASSETS> 1,532,054,874
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.014
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.014
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.71
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 3O, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 083
<NAME> TAX-EXEMPT CALIFORNIA PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 340,700,209
<INVESTMENTS-AT-VALUE> 340,700,209
<RECEIVABLES> 2,261,566
<ASSETS-OTHER> 26,460,890
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 369,422,665
<PAYABLE-FOR-SECURITIES> 8,059,520
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 929,849
<TOTAL-LIABILITIES> 8,989,369
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 360,447,402
<SHARES-COMMON-STOCK> 360,276,691
<SHARES-COMMON-PRIOR> 346,747,223
<ACCUMULATED-NII-CURRENT> 10,495
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (24,601)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 360,433,296
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,182,236
<OTHER-INCOME> 0
<EXPENSES-NET> 741,339
<NET-INVESTMENT-INCOME> 5,440,897
<REALIZED-GAINS-CURRENT> 5,434
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,446,331
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,438,898
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,391,936,986
<NUMBER-OF-SHARES-REDEEMED> 1,383,965,795
<SHARES-REINVESTED> 5,558,277
<NET-CHANGE-IN-ASSETS> 13,644,545
<ACCUMULATED-NII-PRIOR> 10,495
<ACCUMULATED-GAINS-PRIOR> (30,035)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 632,791
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 756,441
<AVERAGE-NET-ASSETS> 363,570,385
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.015
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.015
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENT.
</LEGEND>
<SERIES>
<NUMBER> 085
<NAME> TAX-EXEMPT CALIFORNIA PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 340,700,209
<INVESTMENTS-AT-VALUE> 340,700,209
<RECEIVABLES> 2,261,566
<ASSETS-OTHER> 26,460,890
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 369,422,665
<PAYABLE-FOR-SECURITIES> 8,059,520
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 929,849
<TOTAL-LIABILITIES> 8,989,369
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 360,447,402
<SHARES-COMMON-STOCK> 170,711
<SHARES-COMMON-PRIOR> 61,068
<ACCUMULATED-NII-CURRENT> 10,495
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (24,601)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 360,433,296
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,182,236
<OTHER-INCOME> 0
<EXPENSES-NET> 741,339
<NET-INVESTMENT-INCOME> 5,440,897
<REALIZED-GAINS-CURRENT> 5,434
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,446,331
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,999
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 430,297
<NUMBER-OF-SHARES-REDEEMED> 320,654
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 10,495
<ACCUMULATED-GAINS-PRIOR> (30,035)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 632,791
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 756,441
<AVERAGE-NET-ASSETS> 363,570,385
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.014
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.014
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 093
<NAME> TAX-EXEMPT NEW YORK PORTFOLIO-INSTITUTIONAL SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 90,127,127
<INVESTMENTS-AT-VALUE> 90,127,127
<RECEIVABLES> 368,735
<ASSETS-OTHER> 357,412
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,853,274
<PAYABLE-FOR-SECURITIES> 8,059,520
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 929,849
<TOTAL-LIABILITIES> 8,989,369
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 360,447,402
<SHARES-COMMON-STOCK> 360,276,691
<SHARES-COMMON-PRIOR> 90,535,967
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 90,604,896
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,720,332
<OTHER-INCOME> 0
<EXPENSES-NET> 183,998
<NET-INVESTMENT-INCOME> 1,536,334
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,536,334
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,189,511
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 157,517,779
<NUMBER-OF-SHARES-REDEEMED> 185,309,853
<SHARES-REINVESTED> 1,223,163
<NET-CHANGE-IN-ASSETS> (26,655,709)
<ACCUMULATED-NII-PRIOR> 1,634
<ACCUMULATED-GAINS-PRIOR> (1,980)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 181,283
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 251,584
<AVERAGE-NET-ASSETS> 104,152,872
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.015
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.015
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 095
<NAME> TAX-EXEMPT NEW YORK PORTFOLIO-ADMINISTRATION SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 90,127,127
<INVESTMENTS-AT-VALUE> 90,127,127
<RECEIVABLES> 368,735
<ASSETS-OTHER> 357,412
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,853,274
<PAYABLE-FOR-SECURITIES> 8,059,520
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 929,849
<TOTAL-LIABILITIES> 8,989,369
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 360,447,402
<SHARES-COMMON-STOCK> 170,711
<SHARES-COMMON-PRIOR> 26,724,984
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 90,604,896
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,720,332
<OTHER-INCOME> 0
<EXPENSES-NET> 183,998
<NET-INVESTMENT-INCOME> 1,536,334
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,536,334
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 346,823
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 141,045,487
<NUMBER-OF-SHARES-REDEEMED> 141,480,794
<SHARES-REINVESTED> 348,509
<NET-CHANGE-IN-ASSETS> (26,655,709)
<ACCUMULATED-NII-PRIOR> 1,634
<ACCUMULATED-GAINS-PRIOR> (1,980)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 181,283
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 251,584
<AVERAGE-NET-ASSETS> 104,152,872
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.014
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.014
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 113
<NAME> FINANCIAL SQUARE TREASURY OBLIGATIONS FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,374,666,955
<INVESTMENTS-AT-VALUE> 2,374,666,955
<RECEIVABLES> 5,656,302
<ASSETS-OTHER> 228,754
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,380,552,011
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,302,704
<TOTAL-LIABILITIES> 10,302,704
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,370,331,913
<SHARES-COMMON-STOCK> 1,752,349,547
<SHARES-COMMON-PRIOR> 1,587,700,297
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (82,606)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,370,249,307
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 60,212,388
<OTHER-INCOME> 0
<EXPENSES-NET> 2,835,255
<NET-INVESTMENT-INCOME> 57,377,133
<REALIZED-GAINS-CURRENT> 363,300
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 57,740,433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 44,617,656
<DISTRIBUTIONS-OF-GAINS> 365,345
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,384,838,928
<NUMBER-OF-SHARES-REDEEMED> 6,236,370,629
<SHARES-REINVESTED> 16,180,951
<NET-CHANGE-IN-ASSETS> 360,231,284
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4,802
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 839,302
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,409,572
<AVERAGE-NET-ASSETS> 2,250,910,491
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.026
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.026
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.18
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SSCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 114
<NAME> FINANCIAL SQUARE TREASURY OBLIGATIONS FUND-PREFERRED
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,374,666,955
<INVESTMENTS-AT-VALUE> 2,374,666,955
<RECEIVABLES> 5,656,302
<ASSETS-OTHER> 228,754
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,380,552,011
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,302,704
<TOTAL-LIABILITIES> 10,302,704
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,370,331,913
<SHARES-COMMON-STOCK> 5,353,214
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (82,606)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,370,249,307
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 60,212,388
<OTHER-INCOME> 0
<EXPENSES-NET> 2,835,255
<NET-INVESTMENT-INCOME> 57,377,133
<REALIZED-GAINS-CURRENT> 363,300
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 57,740,433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,151
<DISTRIBUTIONS-OF-GAINS> 69
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,841,841
<NUMBER-OF-SHARES-REDEEMED> 3,490,837
<SHARES-REINVESTED> 2,210
<NET-CHANGE-IN-ASSETS> 360,231,284
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4,802
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 839,302
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,409,572
<AVERAGE-NET-ASSETS> 2,250,910,491
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.009
<PER-SHARE-GAIN-APPREC> (0.000)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.008
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCSHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 115
<NAME> FINANCIAL SQUARE TREASURY OBLIGATIONS FUND-ADMINISTRATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,374,666,955
<INVESTMENTS-AT-VALUE> 2,374,666,955
<RECEIVABLES> 5,656,302
<ASSETS-OTHER> 228,754
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,380,552,011
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,302,704
<TOTAL-LIABILITIES> 10,302,704
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,370,331,913
<SHARES-COMMON-STOCK> 428,638,656
<SHARES-COMMON-PRIOR> 283,193,438
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (82,606)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,370,249,307
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 60,212,388
<OTHER-INCOME> 0
<EXPENSES-NET> 2,835,255
<NET-INVESTMENT-INCOME> 57,377,133
<REALIZED-GAINS-CURRENT> 363,300
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 57,740,433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9,583,793
<DISTRIBUTIONS-OF-GAINS> 59,606
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,206,372,289
<NUMBER-OF-SHARES-REDEEMED> 1,062,694,642
<SHARES-REINVESTED> 1,767,571
<NET-CHANGE-IN-ASSETS> 360,231,284
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4,802
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 839,302
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,409,572
<AVERAGE-NET-ASSETS> 2,250,910,491
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 116
<NAME> FINANCIAL SQUARE TREASURY OBLIGATIONS FUND-SERVICE
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,374,666,955
<INVESTMENTS-AT-VALUE> 2,374,666,955
<RECEIVABLES> 5,656,302
<ASSETS-OTHER> 228,754
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,380,552,011
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,302,704
<TOTAL-LIABILITIES> 10,302,704
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,370,331,913
<SHARES-COMMON-STOCK> 183,990,496
<SHARES-COMMON-PRIOR> 139,119,486
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (82,606)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,370,249,307
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 60,212,388
<OTHER-INCOME> 0
<EXPENSES-NET> 2,835,255
<NET-INVESTMENT-INCOME> 57,377,133
<REALIZED-GAINS-CURRENT> 363,300
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 57,740,433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,161,533
<DISTRIBUTIONS-OF-GAINS> 25,688
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 879,953,685
<NUMBER-OF-SHARES-REDEEMED> 837,689,108
<SHARES-REINVESTED> 2,606,433
<NET-CHANGE-IN-ASSETS> 360,231,284
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4,802
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 839,302
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,409,572
<AVERAGE-NET-ASSETS> 2,250,910,491
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.023
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 123
<NAME> FINANCIAL SQUARE PRIME OBLIGATIONS FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 3,878,117,450
<INVESTMENTS-AT-VALUE> 3,878,117,450
<RECEIVABLES> 11,302,674
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,148,281
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<NET-ASSETS> 3,870,422,477
<DIVIDEND-INCOME> 0
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<OTHER-INCOME> 0
<EXPENSES-NET> 4,999,455
<NET-INVESTMENT-INCOME> 131,655,857
<REALIZED-GAINS-CURRENT> 2,065
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<NET-CHANGE-FROM-OPS> 131,657,922
<EQUALIZATION> 0
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<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19,462,774,158
<NUMBER-OF-SHARES-REDEEMED> 19,242,901,455
<SHARES-REINVESTED> 62,036,507
<NET-CHANGE-IN-ASSETS> 361,458,999
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 34,139
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,875,571
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,091,136
<AVERAGE-NET-ASSETS> 5,029,105,230
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<PER-SHARE-DIVIDEND> 0
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 124
<NAME> FINANCIAL SQUARE PRIME OBLIGATIONS FUND-PREFERRED
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 3,878,117,450
<INVESTMENTS-AT-VALUE> 3,878,117,450
<RECEIVABLES> 11,302,674
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<TOTAL-ASSETS> 3,889,570,758
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,148,281
<TOTAL-LIABILITIES> 19,148,281
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,870,422,477
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 136,655,312
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<EXPENSES-NET> 4,999,455
<NET-INVESTMENT-INCOME> 131,655,857
<REALIZED-GAINS-CURRENT> 2,065
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<NET-CHANGE-FROM-OPS> 131,657,922
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<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 4
<NET-CHANGE-IN-ASSETS> 361,458,999
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 34,139
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,875,571
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,091,136
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<PER-SHARE-DIVIDEND> 0
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 125
<NAME> FINANCIAL SQUARE PRIME OBLIGATIONS FUND-ADMINISTRATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 3,878,117,450
<INVESTMENTS-AT-VALUE> 3,878,117,450
<RECEIVABLES> 11,302,674
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<TOTAL-ASSETS> 3,889,570,758
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,148,281
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,870,422,477
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<NET-INVESTMENT-INCOME> 131,655,857
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<NUMBER-OF-SHARES-SOLD> 746,473,768
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<NET-CHANGE-IN-ASSETS> 361,458,999
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,875,571
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,091,136
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<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 126
<NAME> FINANCIAL SQUARE PRIME OBLIGATIONS FUND-SERVICE
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 3,878,117,450
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<RECEIVABLES> 11,302,674
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<TOTAL-ASSETS> 3,889,570,758
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19,148,281
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<ACCUMULATED-NET-GAINS> 7,121
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 3,870,422,477
<DIVIDEND-INCOME> 0
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<NET-INVESTMENT-INCOME> 131,655,857
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<NET-CHANGE-FROM-OPS> 131,657,922
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<DISTRIBUTIONS-OF-GAINS> 352
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<NUMBER-OF-SHARES-SOLD> 654,527,078
<NUMBER-OF-SHARES-REDEEMED> 602,688,173
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<NET-CHANGE-IN-ASSETS> 361,458,999
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<GROSS-ADVISORY-FEES> 1,875,571
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,091,136
<AVERAGE-NET-ASSETS> 5,029,105,234
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<PER-SHARE-DIVIDEND> 0
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<PER-SHARE-NAV-END> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 133
<NAME> FINANCIAL SQUARE GOVERNMENT FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
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<INVESTMENTS-AT-COST> 1,297,020,602
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<NET-ASSETS> 1,296,199,111
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 134
<NAME> FINANCIAL SQUARE GOVERNMENT FUND-PREFERRED
<S> <C>
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<INVESTMENTS-AT-COST> 1,297,020,602
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 135
<NAME> FINANCIAL SQUARE GOVERNMENT FUND-ADMINISTRATION
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 136
<NAME> FINANCIAL SQUARE GOVERNMENT FUND-SERVICE
<S> <C>
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<NUMBER-OF-SHARES-SOLD> 571,024,449
<NUMBER-OF-SHARES-REDEEMED> 287,206,966
<SHARES-REINVESTED> 413,978
<NET-CHANGE-IN-ASSETS> 455,420,931
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 415,866
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,812,347
<AVERAGE-NET-ASSETS> 1,115,827,228
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.023
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 143
<NAME> FINANCIAL SQUARE MONEY MARKET FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,032,956,636
<INVESTMENTS-AT-VALUE> 2,032,956,636
<RECEIVABLES> 9,497,877
<ASSETS-OTHER> 72,795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,042,527,308
<PAYABLE-FOR-SECURITIES> 30,876,050
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,664,839
<TOTAL-LIABILITIES> 40,540,889
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,002,093,790
<SHARES-COMMON-STOCK> 1,782,206,232
<SHARES-COMMON-PRIOR> 2,069,197,101
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (107,371)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,001,986,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 80,086,605
<OTHER-INCOME> 0
<EXPENSES-NET> 2,808,753
<NET-INVESTMENT-INCOME> 77,277,852
<REALIZED-GAINS-CURRENT> 34,510
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 77,312,362
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 72,275,273
<DISTRIBUTIONS-OF-GAINS> 133,910
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,635,854,631
<NUMBER-OF-SHARES-REDEEMED> 18,965,873,180
<SHARES-REINVESTED> 43,027,686
<NET-CHANGE-IN-ASSETS> 208,841,976
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,092,048
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,536,539
<AVERAGE-NET-ASSETS> 2,928,817,797
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.027
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.027
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.18
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 144
<NAME> FINANCIAL SQUARE MONEY MARKET FUND-PREFERRED
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,032,956,636
<INVESTMENTS-AT-VALUE> 2,032,956,636
<RECEIVABLES> 9,497,877
<ASSETS-OTHER> 72,795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,042,527,308
<PAYABLE-FOR-SECURITIES> 30,876,050
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,664,839
<TOTAL-LIABILITIES> 40,540,889
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,002,093,790
<SHARES-COMMON-STOCK> 977,111
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (107,371)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,001,986,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 80,086,605
<OTHER-INCOME> 0
<EXPENSES-NET> 2,808,753
<NET-INVESTMENT-INCOME> 77,277,852
<REALIZED-GAINS-CURRENT> 34,510
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 77,312,362
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,971
<DISTRIBUTIONS-OF-GAINS> 48
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13,719,475
<NUMBER-OF-SHARES-REDEEMED> 12,750,066
<SHARES-REINVESTED> 7,702
<NET-CHANGE-IN-ASSETS> 208,841,976
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,092,048
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,536,539
<AVERAGE-NET-ASSETS> 2,928,817,797
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.009
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.009
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY MARKET
TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 145
<NAME> FINANCIAL SQUARE MONEY MARKET FUND-ADMINISTRATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,032,956,636
<INVESTMENTS-AT-VALUE> 2,032,956,636
<RECEIVABLES> 9,497,877
<ASSETS-OTHER> 72,795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,042,527,308
<PAYABLE-FOR-SECURITIES> 30,876,050
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,664,839
<TOTAL-LIABILITIES> 40,540,889
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,002,093,790
<SHARES-COMMON-STOCK> 205,103,387
<SHARES-COMMON-PRIOR> 137,412,396
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (107,371)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,001,986,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 80,086,605
<OTHER-INCOME> 0
<EXPENSES-NET> 2,808,753
<NET-INVESTMENT-INCOME> 77,277,852
<REALIZED-GAINS-CURRENT> 34,510
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 77,312,362
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,754,016
<DISTRIBUTIONS-OF-GAINS> 7,726
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,069,300,112
<NUMBER-OF-SHARES-REDEEMED> 1,004,420,289
<SHARES-REINVESTED> 2,811,168
<NET-CHANGE-IN-ASSETS> 208,841,976
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,092,048
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,536,539
<AVERAGE-NET-ASSETS> 2,928,817,797
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.025
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.025
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENT.
</LEGEND>
<SERIES>
<NUMBER> 146
<NAME> FINANCIAL SQUARE MONEY MARKET FUND-SERVICE
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 2,032,956,636
<INVESTMENTS-AT-VALUE> 2,032,956,636
<RECEIVABLES> 9,497,877
<ASSETS-OTHER> 72,795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,042,527,308
<PAYABLE-FOR-SECURITIES> 30,876,050
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,664,839
<TOTAL-LIABILITIES> 40,540,889
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,002,093,790
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<SHARES-COMMON-PRIOR> 4,218,898
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (107,371)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,001,986,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 80,086,605
<OTHER-INCOME> 0
<EXPENSES-NET> 2,808,753
<NET-INVESTMENT-INCOME> 77,277,852
<REALIZED-GAINS-CURRENT> 34,510
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 77,312,362
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 231,592
<DISTRIBUTIONS-OF-GAINS> 197
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32,764,196
<NUMBER-OF-SHARES-REDEEMED> 23,312,373
<SHARES-REINVESTED> 136,339
<NET-CHANGE-IN-ASSETS> 208,841,976
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,092,048
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,536,539
<AVERAGE-NET-ASSETS> 2,928,817,797
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.024
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.024
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.63
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 152
<NAME> FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 479,382,943
<INVESTMENTS-AT-VALUE> 479,382,943
<RECEIVABLES> 8,049,815
<ASSETS-OTHER> 246,114
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 487,678,872
<PAYABLE-FOR-SECURITIES> 9,554,780
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,430,213
<TOTAL-LIABILITIES> 10,984,993
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 476,705,031
<SHARES-COMMON-STOCK> 418,864,918
<SHARES-COMMON-PRIOR> 448,374,479
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> (11,152)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 476,693,879
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,790,235
<OTHER-INCOME> 0
<EXPENSES-NET> 588,872
<NET-INVESTMENT-INCOME> 9,201,363
<REALIZED-GAINS-CURRENT> (4,288)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 9,197,075
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8,134,946
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,203,162,782
<NUMBER-OF-SHARES-REDEEMED> 2,235,393,729
<SHARES-REINVESTED> 2,721,386
<NET-CHANGE-IN-ASSETS> 12,472,037
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (6,864)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 209,175
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 752,940
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<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.017
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.017
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.17
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 153
<NAME> FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND-PREFERRED
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 479,382,943
<INVESTMENTS-AT-VALUE> 479,382,943
<RECEIVABLES> 8,049,815
<ASSETS-OTHER> 246,114
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 487,678,872
<PAYABLE-FOR-SECURITIES> 9,554,780
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<OTHER-ITEMS-LIABILITIES> 1,430,213
<TOTAL-LIABILITIES> 10,984,993
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<PAID-IN-CAPITAL-COMMON> 476,705,031
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 476,693,879
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,790,235
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<EXPENSES-NET> 588,872
<NET-INVESTMENT-INCOME> 9,201,363
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<NET-CHANGE-FROM-OPS> 9,197,075
<EQUALIZATION> 0
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<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,052,443
<NUMBER-OF-SHARES-REDEEMED> 5,001,422
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> 12,472,037
<ACCUMULATED-NII-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 155
<NAME> FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND-ADMINISTRATION
<S> <C>
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<NUMBER-OF-SHARES-SOLD> 89,485,120
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<SHARES-REINVESTED> 495,181
<NET-CHANGE-IN-ASSETS> 12,472,037
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 752,940
<AVERAGE-NET-ASSETS> 563,127,196
<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-NAV-END> 1.00
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MONEY
MARKET TRUST'S SEMI-ANNUAL REPORT DATED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 156
<NAME> FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND-SERVICE
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
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</TABLE>
