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, IL 60606
2. Name of each series or class of funds for which this notice is
filed:
GS Adjustable Rate Government Fund
GS Short Duration Government Fund
GS Short Duration Tax-Free Fund
GS Core Fixed Income Fund
Goldman Sachs Government Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Municipal Income Fund
3. Investment Company Act File Number: 811-5349
Securities Act File Number: 33-17619
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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
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:
Shares Dollars
------ -------
228,003,786 $2,322,782,378
<PAGE>
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Shares Dollars
------ -------
58,400,744 $587,892,164
9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
GS Adjustable Rate Government Fund 424,880,684 43,391,761
GS Short Duration Government Fund 46,173,257 4,717,741
GS Short Duration Tax-Free Fund 23,650,176 2,374,432
GS Core Fixed Income Fund 26,292,315 2,683,729
Goldman Sachs Government Income
Fund 10,634,286 737,603
Goldman Sachs Global Income Fund 56,854,449 4,009,882
Goldman Sachs Municipal Income
Fund 8,044,664 553,697
----------- ----------
TOTAL: 596,529,831 58,468,845
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 Fund 424,880,684 43,391,761
GS Short Duration Government Fund 46,173,257 4,717,741
GS Short Duration Tax-Free Fund 23,650,176 2,374,432
GS Core Fixed Income Fund 26,292,315 2,683,729
Goldman Sachs Government Income
Fund 10,634,286 737,603
Goldman Sachs Global Income Fund 56,854,449 4,009,882
Goldman Sachs Municipal Income
Fund 8,044,664 553,697
----------- ----------
TOTAL: 596,529,831 58,468,845
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.
<PAGE>
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): $596,529,831
----------------
(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): $596,529,831 ***
----------------
*** 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.
(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 1/3300
----------------
(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
-----------------------------------
Scott M. Gilman, Treasurer
-----------------------------------
Dated: 12/19/96
------------------------
*Please print the name and title of the signing officer below
the signature.
**** Price of Number of
Shares Shares
Redeemed or Redeemed or
Fund Repurchased Repurchased
---- ----------- -----------
GS Adjustable Rate Government
Fund 477,107,914 48,741,470
GS Short Duration Government
Fund 47,993,112 4,905,357
GS Short Duration Tax-Free Fund 46,918,400 4,727,959
GS Core Fixed Income Fund 7,840,575 811,077
Goldman Sachs Government Income
Fund 8,990,920 628,175
Goldman Sachs Global Income Fund 82,019,748 5,784,097
Goldman Sachs Municipal Income
Fund 9,875,982 694,794
----------- ----------
TOTAL REDEMPTIONS: 680,746,651 66,292,929
Pursuant to Rule 24e-2, the Registrant will file a
Registration Statement registering the net redemptions for the
year equal to $84,216,820.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
December 20, 1996
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 and restated from time to time (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 or shareholders.
Pursuant to Article IV, Section 4.2, the Trustees established
seven separate series of shares designated "GS Short Duration
Government Fund", "Goldman Sachs Global Income Fund", "GS
Adjustable Rate Government 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.
We understand that you are about to file with the Securities
and Exchange Commission a notice on Form 24F-2 pursuant to Rule
24f-2 (the "Rule 24f-2 Notice") making definite the registration of
58,468,845 shares of beneficial interest of the Trust (the
<PAGE>
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ended October 31, 1996, consisting of 43,391,761 Shares of GS
Adjustable Rate Government Fund, 4,717,741 Shares of GS Short
Duration Government Fund, 4,009,882 Shares of Goldman Sachs Global
Income Fund, 2,374,432 Shares of GS Short Duration Tax-Free Fund,
737,603 Shares of Goldman Sachs Government Income Fund, 553,697
Shares of Goldman Sachs Municipal Income Fund and 2,683,729 Shares
of GS Core Fixed Income Fund.
We have examined the Agreement and Declaration of Trust, a
certificate of an officer 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 satisfaction, 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 submitted to
us as originals, the conformity to original 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.
Out opinion below, as it related to non-assessability 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.
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.
<PAGE>
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
