U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Goldman Sachs Trust
4900 Sears Tower
Chicago, Illinois 60606
2. Name of each series or class of funds for which this notice
is filed:
GS Adjustable Rate Government Agency Fund
GS Short-Term Government Agency Fund
GS Short Duration Tax-Free Fund
GS Core Fixed Income Fund
GS Government Agency Portfolio (For Financial Institutions)
Goldman Sachs Government Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs California Municipal Income Fund
Goldman Sachs New York Municipal Income Fund
Goldman Sachs Adjustable Rate Mortgage Fund
3. Investment Company Act File Number: 811-5349
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
<PAGE>
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Shares- 228,003,786 Dollars $2,322,782,378
9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
GS Adjustable Rate Government
Agency Fund $515,693,152 52,833,457
GS Short-Term Government Agency
Fund 54,027,466 5,588,208
GS Short Duration Tax-Free Fund 38,342,054 3,924,324
GS Core Fixed Income Fund 32,489,039 3,307,992
GS Government Agency Portfolio
(For Financial Institutions) 514,996 52,780
Goldman Sachs Government Income
Fund 17,242,277 1,219,160
Goldman Sachs Global Income Fund 66,448,616 4,758,094
Goldman Sachs Municipal Income
Fund 13,739,996 990,214
Goldman Sachs California Muncipal
Income Fund 562,136 44,274
Goldman Sachs New York Municipal
Income Fund 2,260,625 162,832
Goldman Sachs Adjustable Rate
Mortgage Fund 6,669,597 1,369,215
Total 747,989,954 74,250,550
<PAGE>
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule
24f-2:
Fund Dollars Shares
---- ------- ------
GS Adjustable Rate Government
Agency Fund $515,693,152 52,833,457
GS Short-Term Government Agency
Fund 54,027,466 5,588,208
GS Short Duration Tax-Free Fund 38,342,054 3,924,324
GS Core Fixed Income Fund 32,489,039 3,307,992
GS Government Agency Portfolio
(For Financial Institutions) 514,996 52,780
Goldman Sachs Government Income
Fund 17,242,277 1,219,160
Goldman Sachs Global Income Fund 66,448,616 4,758,094
Goldman Sachs Municipal Income
Fund 13,739,996 990,214
Goldman Sachs California Muncipal
Income Fund 562,136 44,274
Goldman Sachs New York Municipal
Income Fund 2,260,625 162,832
Goldman Sachs Adjustable Rate
Mortgage Fund 6,669,597 1,369,215
Total 747,989,954 74,250,550
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
** Dollars and shares reinvested are included in securities
sold above.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $747,989,954
----------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): N/A **
---------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): $747,989,954***
----------------
***We have only reported the amount of redemptions
equal to aggregate sales and DRIP shares that
are reported in (i) above. For total redemptions
see footnote **** below.
<PAGE>
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): N/A
----------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable): $0
----------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
----------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $0
----------------
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
<PAGE>
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CPR
202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commissioner's lockbox depository:
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
-----------------------------------
Scott M. Gilman, Treasurer
-----------------------------------
Dated: 12/27/95
------------------------
*Please print the name and title of the signing officer below
the signature.
<PAGE>
**** Price of Number of
Shares Shares
Redeemed or Redeemed or
Repurchased Repurchased
Fund
----------- -----------
GS Adjustable Rate Government
Agency Fund ( 790,211,526) ( 81,125,615)
GS Short-Term Government Agency
Fund ( 145,988,674) ( 15,135,663)
Short Duration Tax-Free Fund ( 67,865,169) ( 6,950,294)
GS Core Fixed Income Fund ( 4,073,379) ( 411,156)
GS Government Agency Portfolio
(For Financial Institutions) ( 65,190,154) ( 6,676,288)
Goldman Sachs Government Income
Fund ( 3,546,816) ( 253,583)
Goldman Sachs Global Income Fund ( 208,094,050) ( 15,079,626)
Goldman Sachs Municipal Income Fund ( 11,000,210) ( 816,569)
Goldman Sachs California Municipal
Income Fund ( 8,529,822) ( 669,211)
Goldman Sachs New York Muncipal
Income Fund ( 6,671,864) ( 465,536)
Goldman Sachs Adjustable Rate
Mortgage Fund ( 24,420,460) ( 5,043,506)
Total Redemptions (1,335,592,124) (132,627,047)
Pursuant to Rule 24e-2, the Registrant will file a Registration
Statement registering the net redemptions for the year equal to
$587,602,170.
HALE AND DORR
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 Fax 617-526-5000
December 28, 1995
Goldman Sachs Trust
4900 Sears Tower
Chicago, Illinois 60606
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Goldman Sachs Trust (the "Trust") is a Massachusetts
business trust created under a written Declaration of Trust
dated, executed and delivered in Boston, Massachusetts on
September 24, 1987, as amended on November 15, 1987, October 1,
1987, November 30, 1987, October 6, 1989, March 21, 1991, and
April 23, 1991, as amended and restated on December 25, 1991, and
as further amended on August 17, 1992, October 28, 1992, January
26, 1993, December 22, 1993, January 27, 1994, August 26, 1994,
April 3, 1995, April 30, 1995 and May 9, 1995 (as so amended and
restated, the "Trust Agreement"). The beneficial interests
thereunder are represented by transferable shares of beneficial
interest with $.001 par value.
The Trustees of the Trust have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and
conditions therein provided. Under Article IV, Section 4.1 of
the Trust Agreement, the number of shares of beneficial interest
authorized to be issued under the Trust Agreement is unlimited
and the Trustees are authorized to divide the shares into one or
more series of shares and one or more classes thereof as they
deem necessary or desirable. Under Article IV, Section 4.1, the
Trustees may issue shares of any series or class for such
consideration and on such terms as they may determine (or for no
consideration if pursuant to a share dividend or split-up)
without action or approval of shareholders.
Pursuant to Article IV, Section 4.2, the Trustees
established seven separate series of shares designated "GS Short-
Term Government Agency Fund", "Goldman Sachs Global Income Fund",
"GS Adjustable Rate Government Agency Fund", "GS Short Duration
Tax-Free Fund", "Goldman Sachs Government Income Fund", "Goldman
Sachs Municipal Income Fund" and GS Core Fixed Income Fund".
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933.
<PAGE>
We understand that you are about to file with the Securities
and Exchange Commission a notice pursuant to Rule 24f-2 (the
"Rule 24f-2 Notice") making definite the registration of
74,250,550 shares of beneficial interest of the Trust (the
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ended October 31, 1995, consisting of 52,833,457 Shares of
GS Adjustable Rate Government Agency Fund, 5,588,208 Shares of GS
Short-Term Government Agency Fund, 4,758,094 Shares of Goldman
Sachs Global Income Fund, 3,924,324 Shares of GS Short Duration
Tax-Free Fund, 1,219,160 Shares of Goldman Sachs Government
Income Fund, 990,214 Shares of Goldman Sachs Municipal Income
Fund, 3,307,992 Shares of GS Core Fixed Income Fund, 52,780
Shares of GS Government Agency Portfolio (For Financial
Institutions), 44,274 Shares of Goldman Sachs California
Municipal Income Fund, 162,832 Shares of Goldman Sachs New York
Municipal Income Fund and 1,369,215 Shares of Goldman Sachs
Adjustable Rate Mortgage Fund.
We have examined the Agreement and Declaration of Trust, a
certificate of the Treasurer of the Trust to the effect that the
Trust or its agent received the consideration for each of the
Shares in accordance with the terms of the Declaration, and such
other documents as we have deemed necessary or appropriate for
the purposes of this opinion, including, but not limited to,
originals, or copies certified or otherwise identified to our
satisfactions, of such documents, Trust records and other
instruments. In our examination of the above documents, we have
assumed the genuineness of all signatures, the authenticity of
all documents of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such
latter documents and the legal competence of each individual
executing any documents.
We express no opinion as to compliance with any state or
federal securities laws. For purposes of this opinion letter, we
have not made an independent review of the laws of any state or
jurisdiction other than The Commonwealth of Massachusetts and
express no opinion with respect to the laws of any jurisdiction
other than the laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of
the shares of the Trust, is qualified to the extent that under
Massachusetts law, shareholders of a Massachusetts business Trust
may be held personally liable for the obligations of the Trust.
In this regard, however, please be advised that the Trust
Agreement disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given
in each note, bond, contract, certificate or undertaking made or
issued by the Trustees or officers of the Trust. Also, the Trust
Agreement provides for indemnification out of Trust property for
all loss and expense of any shareholder held personally liable
for the obligations of the Trust.
<PAGE>
We are of the opinion that all necessary Trust action
precedent to the issuance of the Shares has been duly taken, and
that the Shares were legally and validly issued, and are fully
paid and non-assessable by the Trust, subject to compliance with
the Securities Act of 1933, the Investment Company Act of 1940
and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice
referred to above. Except as provided in this paragraph, this
opinion may not be relied upon by, or filed with, any other
parties or used for any other purpose.
Very truly yours,
Hale and Dorr
Hale and Dorr
