<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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Goldman Sachs Trust
4900 Sears Tower
Chicago, Illinois 60606
---------------------------------------------------------
(Name of Registrant as specified in its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 Equity Portfolios, Inc.
Goldman Sachs Trust
February 13, 1997
Dear Shareholder:
You are cordially invited to attend Special Meetings of Shareholders of
Goldman Sachs Trust and Goldman Sachs Equity Portfolios, Inc. (collectively the
"Funds") 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.
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 management agreements for certain Funds will be
proposed. These revised agreements combine the advisory, subadvisory 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.
<PAGE>
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 TRUST (the "Trust")
GS Adjustable Rate Government Fund
GS Short Duration Government Fund
GS Short Duration Tax-Free Fund
GS Core Fixed Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Government Income Fund
Goldman Sachs Municipal Income Fund
GOLDMAN SACHS EQUITY PORTFOLIOS, INC. (the "Corporation")
Goldman Sachs Asia Growth Fund
Goldman Sachs Balanced Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs International Equity Fund
Goldman Sachs Mid-Cap Equity Fund
Goldman Sachs Select Equity Fund
Goldman Sachs Small Cap Equity 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 EACH OF THE TRUST AND THE CORPORATION, to elect nine
Trustees or Directors;
(2) WITH RESPECT TO EACH OF THE TRUST AND THE CORPORATION, to ratify or
reject the selection of Arthur Andersen LLP as Independent Accountants
of the Trust and Corporation for the fiscal years ending October 31,
1997 and January 31, 1998, respectively;
(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 the 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) in the case of the Trust, 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 Funds' investment restrictions;
(6) WITH RESPECT TO EACH FUND (except GS Core Fixed Income Fund, GS Short
Duration Tax-Free Fund, GS Short Duration Government Fund and GS
Adjustable Rate Government Fund), to approve an amended and restated
advisory agreement;
<PAGE>
(7) WITH RESPECT TO GOLDMAN SACHS CAPITAL GROWTH FUND, to change the Fund's
investment objective from fundamental to non-fundamental; and
(8) To transact such other business as may properly come before the
Meetings and any adjournment or adjournments thereof.
YOUR TRUSTEES/DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE
PROPOSALS RELATING TO YOUR FUND(S).
Shareholders of record of each Fund at the close of business on January
31, 1997 will be entitled to vote at the Meetings 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
Trust and the Board of
Directors of Goldman Sachs
Equity Portfolios, Inc.
Michael J. Richman, Secretary
February 13, 1997
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 OR THE
CORPORATION THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS. IF YOU ATTEND
THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON.
<PAGE>
GOLDMAN SACHS TRUST (the "Trust")
GS Adjustable Rate Government Fund
GS Short Duration Government Fund
GS Short Duration Tax-Free Fund
GS Core Fixed Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Government Income Fund
Goldman Sachs Municipal Income Fund
GOLDMAN SACHS EQUITY PORTFOLIOS, INC. (the "Corporation")
Goldman Sachs Asia Growth Fund
Goldman Sachs Balanced Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs International Equity Fund
Goldman Sachs Mid-Cap Equity Fund
Goldman Sachs Select Equity Fund
Goldman Sachs Small Cap Equity 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 of Goldman Sachs Trust (the
"Trust") and Directors of Goldman Sachs Equity Portfolios, Inc. (the
"Corporation") (collectively, the "Trustees") to be used at Special Meetings of
shareholders of each series of the Trust and Corporation (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 meetings
and any adjournment thereof are referred to as the "Meetings."
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 Meetings. Shareholders of record of
each Fund on the Record Date are entitled to one vote per share at the Meetings
or any adjournment of the Meetings 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 and Corporation'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.
<PAGE>
The following table summarizes the proposals to be voted on at the
Meetings and indicates those shareholders 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 Fund's classes of shares will vote together as a
single class.
SUMMARY OF VOTING ON PROPOSALS
<TABLE>
<CAPTION>
Proposal Shareholders Solicited
-------- ----------------------
<S> <C>
1. Election of nine Trustees. Each of the Trust and Corporation
separately, with its series voting as one
class.
2. Ratification of the selection of Each of the Trust and Corporation
Arthur Andersen LLP as independent separately, with its series voting as one
accountants for the fiscal years class.
ending October 31, 1997 with respect
to the Trust and January 31, 1998
with respect to the Corporation.
3. Approval of an Agreement and Plan of Each Fund voting separately.
Reorganization (the "Agreement")
pursuant 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 to the
Fund's investment restrictions to permit investment restriction; and (b) the
the Fund to invest substantially all series of the Trust, voting as a single
of its assets in another open-end class, as to the amendment to the
investment company; and (b) approval, Declaration of Trust.
on behalf of the Trust, of a
corresponding amendment to the Trust's
Declaration of Trust.
5. (a)-(k) Approval of amended and restated Each Fund voting separately.
investment restrictions.
6. Approval of an amended and restated Each Fund (other than GS Core Fixed
management agreement. Income Fund, GS Short Duration Tax-Free
Fund, GS Adjustable Rate Government
Fund and GS Short Duration Government
Fund) voting separately.
7. Approval of the reclassification of Goldman Sachs Capital Growth Fund only.
Goldman Sachs Capital Growth Fund's
investment objective from fundamental
to non-fundamental.
</TABLE>
THE TRUST AND CORPORATION WILL FURNISH, WITHOUT CHARGE, COPIES OF ANY
FUND'S MOST RECENT ANNUAL SHAREHOLDERS REPORT AND COPIES OF ITS MOST RECENT
SEMI-ANNUAL SHAREHOLDERS REPORT TO ANY
<PAGE>
SHAREHOLDER 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
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
the Goldman Sachs Trust and the Board of Directors of Goldman Sachs Equity
Portfolios, Inc. 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 During the Last First Became
Positions With Trust Five Years Trustee
and Corporation
<S> <C> <C>
Ashok N. Bakhru (53) Executive Vice President-Finance & Administration & 1990-Corporation
Chairman and Trustee Chief Financial Officer, Coty, Inc. (since April
1996); President, ABN Associates (since June 1994); 1991-Trust
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 Trustee of
Goldman Sachs Money Market Trust since 1991.
David B. Ford (51)* Managing Director, Goldman Sachs (since 1996); General 1994-Corporation
Trustee Partner, Goldman Sachs (1996-1986); Co-Head of GSAM
(since December 1994). Mr. Ford has been a Trustee 1994-Trust
of Goldman Sachs Money Market Trust since 1994.
Douglas Grip (35)* Vice President, Goldman Sachs (since May 1996-Corporation
Trustee and President 1996); President, MFS Retirement Services Inc. and Trust
of Massachusetts Financial Services
(prior thereto).
John P. McNulty (44)* Managing Director, Goldman Sachs (since 1996); General To be elected in 1997
Trustee Partner of 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 (since 1978); Director To be elected in 1997
Trustee of Josiah 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 (since 1996); Limited 1991-Corporation
Trustee Partner, Goldman Sachs (1996-1994); Director and
Vice President of Goldman Sachs Funds Management, Inc. 1991-Trust
(April 1990 to November 1994); President and Chief
Operating Officer, GSAM (September 1988 to November
1994). Mr. Shuch has been a Trustee of Goldman Sachs
Money Market Trust since 1990.
Jackson W. Smart (66) Chairman and Chief Executive Officer, MSP Communications, 1991-Corporation
Trustee Inc. (a company engaged in radio broadcasting; since
November 1988); Director, Federal Express Corporation 1987-Trust
and North American Private Equity Group (a venture
capital fund). Mr. Smart has been a Trustee of Goldman
Sachs Money Market Trust since 1984.
William H. Springer (67) Vice Chairman of Ameritech (a telecommunications holding 1991-Corporation
Trustee company; February 1987 to retirement in August 1992);
Director, American Information Technologies Corporation; 1991-Trust
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 Trustee of Goldman Sachs Money Market Trust since
1989.
Richard P. Strubel (57) Managing Director, Tandem Partners, Inc. (since 1990); 1991-Corporation
Trustee President and Chief Executive Officer, Microdot, Inc.
(a diversified manufacturer of fastening systems and 1987-Trust
connectors; January 1984 to October 1994). Mr. Strubel
has been a Trustee of Goldman Sachs Money Market Trust
since 1987.
</TABLE>
* Messrs. Ford, McNulty, Shuch and Grip are deemed to be "interested persons" of
the Trust and the Corporation 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 years ended
October 31, 1996 of the Trust and January 31, 1997 of the Corporation (the "most
recent fiscal years"). 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 years.
Each of the Trust and Corporation has an Audit Committee comprised of
all the Independent Trustees. The Audit Committee of each of the Trust and
Corporation held two meetings during the most recent fiscal years. 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 and Corporation 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.
Each of the Trust and Corporation has a Nominating Committee of the
Trustees comprised of all the Independent Trustees. The Nominating Committees
held one meeting on January 28, 1997. Included among the functions of the
Nominating Committees are 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 Committees also coordinate with Trustees who are
interested persons in the selection and election of Trust's and Corporation's
officers. The Nominating Committees do not consider recommendations for Trustee
from shareholders.
<PAGE>
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 another trust within the Goldman Sachs
Group of Funds, the Trust and Corporation bear only their pro rata share of the
foregoing meeting fees and Trustee compensation.
The following table sets forth certain information about the
compensation of each Trustee of the Trust and Corporation for the most recent
fiscal years.
<TABLE>
<CAPTION>
Aggregate
Pension or Compensation
Aggregate Retirement From the
Aggregate Compensation Benefits Accrued Goldman Sachs
Compensation From the as Part of Fund Group
Name of Trustee From the Trust Corporation Expenses of Funds
- --------------- -------------- ----------- -------- --------
<S> <C> <C> <C> <C>
Paul Nagel* $3,775 $12,475 $0 $62,450
Ashok N. Bakhru $3,969 $7,475 $0 $69,299
Marcia Beck** $0 $0 $0 $0
David B. Ford $0 $0 $0 $0
Douglas Grip $0 $0 $0 $0
Alan A. Shuch $0 $0 $0 $0
Jackson W. Smart $3,388 $7,475 $0 $58,954
William H. Springer $3,388 $7,475 $0 $58,954
Richard P. Strubel $3,388 $7,475 $0 $58,954
</TABLE>
* Mr. Nagel retired as Chairman and Trustee of the Trust and the Corporation on
June 30, 1996.
** Ms. Beck resigned as President and Trustee of the Trust and the Corporation
on May 1, 1996.
OFFICERS
The following table sets forth information with respect to the executive
officers of the Trust and Corporation. 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.
Name, Position and Age Principal Occupation(s) During 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 1985);
Vice President 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 1995);
Assistant Treasurer 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
Assistant Secretary of 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).
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).
<PAGE>
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 and Corporation's administrator, custodian and distributor, the
Trust and Corporation themselves require no employees. The Trust's and
Corporation's officers do not receive any compensation from the Trust or
Corporation 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 or Corporation, your vote will be
counted together with the votes of shareholders of the other series of the Trust
or Corporation, as the case may be, voting as a single class in the election of
Trustees. Election of each Nominee of the Trust or Corporation requires a
plurality of votes of the shareholders of the entire Trust or Corporation
present at the Meetings.
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 and Corporation's fiscal years ending October 31, 1997 and January
31, 1998, respectively, will be voted upon at the Meetings. 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 and
Corporation's independent accountants is not ratified by the shareholders at the
Meetings, the Boards will reconsider such selection.
The Trust's and Corporation's financial statements for the fiscal year
ended October 31, 1996 and January 31, 1997, respectively, were or are being
audited by Arthur Andersen LLP. In connection with its audit, Arthur Andersen
LLP reviews the Trust's and Corporation's annual reports to shareholders and
their filings with the Securities and Exchange Commission ("SEC"). In addition
to audit services, Arthur Andersen LLP prepares the Trust's and Corporation'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 and January 28, 1997, the Trustees
unanimously selected Arthur Andersen LLP as the Trust's and Corporation's
independent accountants for their fiscal years ending October 31, 1997 and
January 31, 1998, respectively. In addition, at a meeting held on April 26, 1996
and October 22, 1996, the Audit Committees met with representatives of Arthur
Andersen LLP to review the services of the independent accountants. The Audit
Committees, 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 Meetings 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 INDEPENDENT ACCOUNTANTS.
<PAGE>
REQUIRED VOTE
Because your Fund is a series of the Trust or Corporation, your vote will be
counted together with the votes of shareholders of the other series of the Trust
or Corporation, as the case may be, voting as a single class on the ratification
of independent accountants. Ratification of the independent accountants of the
Trust or Corporation requires the approval of a majority of the outstanding
shares of the Trust or the Corporation, respectively, present at the Meeting.
PROPOSAL 3
----------
APPROVAL OF AGREEMENTS AND PLANS 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 and the Corporation on behalf of each Fund to enter
into Agreements and Plans of Reorganization, Conversion and Termination (the
"Plans of Reorganization") with a newly established Delaware business trust
named Goldman Sachs Trust (the "Delaware Trust"). Each Plan of Reorganization
will be in the form attached to this Proxy Statement as Appendix D. The Plans of
Reorganization provide for the conversion (the "Conversion") of each Fund from a
separate series of the Trust, a Massachusetts business trust (which is referred
to in this Proposal 3 as the "Massachusetts Trust"), or the Corporation, a
Maryland corporation, into a corresponding separate series of the Delaware
Trust. Each series of the Massachusetts Trust and the Corporation is referred to
in this Proposal as a "current Fund." It is also contemplated that the series of
Goldman Sachs Money Market Trust (the "Money Market Trust"), another open-end
investment company for which Goldman Sachs 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, the Corporation and the Money Market Trust, 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 either a
Massachusetts business trust or a Maryland corporation. These advantages include
granting the Trustees greater power to take certain actions without shareholder
approval and greater flexibility in methods of voting and organization. In the
case of a Massachusetts business trust, 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 current organizational documents. While these same improvements could
be achieved by amending the organization documents of each of the Massachusetts
Trust and, to a lesser extent, the Corporation, the Trustees have concluded
that, given the other advantages of a Delaware business trust, it is preferable
to enter into the Plans of Reorganization. For a summary comparison of the
Massachusetts Trust's Declaration of Trust (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. For a summary comparison of the Corporation's Articles of Incorporation
and the proposed Delaware Trust Instrument, see "Description of Certain
Provisions of the Delaware Trust Instrument" and "Certain Comparative
Information about Maryland Corporations and Massachusetts Business Trusts"
below.
<PAGE>
The Conversions will entail organizing the Delaware Trust, which will
initially have 34 series, including seven series corresponding to the seven
series of the Massachusetts Trust and eight series corresponding to the eight
series of the Corporation. 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 Conversion, 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 value 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 Meetings 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 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, the
Massachusetts Trust and the Corporation.
REASONS FOR THE PROPOSED CONVERSIONS
The Massachusetts Trust is organized as a Massachusetts business trust
and the Corporation is organized as a Maryland corporation. 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 either a Massachusetts business trust or a Maryland
corporation.
The principal advantage of a Delaware business trust compared to a
Massachusetts 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. The clearer limitation on shareholder
and trustee liability is not a factor in comparing Maryland corporations to the
Delaware Trust because corporate law generally provides that shareholders and
directors will not be liable for the obligations of a corporation.
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.
<PAGE>
Third, the Conversions offer the potential 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, the Corporation 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
Trust's or Corporation's organizational documents, the Delaware Trust may be
required to hold fewer shareholder meetings, potentially further reducing costs.
Although none of a Delaware business trust, a Massachusetts business trust or a
Maryland corporation 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.
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, and separate boards are not
permitted in the case of a Maryland corporation. 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 their meeting held on January 28, 1997, after considering the matters
discussed above, the Trustees, including the Independent Trustees, unanimously
approved the adoption of the Plans 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 Plans 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 EITHER A MASSACHUSETTS BUSINESS TRUST OR A MARYLAND CORPORATION INTO
A SERIES OF A DELAWARE BUSINESS TRUST.
VOTE REQUIRED TO APPROVE PLANS OF REORGANIZATION
Approval of the Plans of Reorganization as to each Fund in the
Massachusetts Trust requires the affirmative vote of a majority of the shares of
such Fund outstanding and entitled to vote. For this
<PAGE>
purpose, a majority of the outstanding Shares of the Massachusetts Trust, the
Corporation or a Fund 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, the Corporation or the 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, the Corporation or the Fund, as the case may be (a
"1940 Act Majority"). Approval of the Plans of Reorganization as to each Fund in
the Corporation requires the approval of the holders of a majority of the
outstanding shares of such Fund. 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 or the
Corporation, as the case may be, unless approved by shareholders of all of the
Funds included in the Massachusetts Trust or the Corporation. In the event that
shareholders of one or more of the Funds do not vote in favor of the Conversion,
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 a management agreement for each
successor Fund (see Proposal 6); (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
distribution, authorized-dealer, 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.
SUMMARY OF THE PLANS OF REORGANIZATION
The following discussion summarizes certain terms of the Plans of
Reorganization. This summary of the Plans of Reorganization is qualified in its
entirety by the provisions of the form of Plans of Reorganization, which is
attached to this Proxy Statement as Appendix D.
In order to accomplish the Conversion, 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 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.
<PAGE>
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 meetings of
shareholders for the purpose of electing Trustees.
Assuming the Plans of Reorganization are 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,
the Corporation or their respective shareholders to proceed with the
Conversions, the Conversions will not go forward, notwithstanding the approval
of the Conversions by the shareholders at the Meetings. The Massachusetts Trust,
the Corporation 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.
EXPENSES OF THE CONVERSIONS
Each Fund will bear its own expenses associated with the transactions
contemplated by the Plans of Reorganization, including expenses associated with
the 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 and the series of Money
Market Trust.
TAX CONSEQUENCES OF THE CONVERSIONS
It is a condition to the consummation of the Conversions that the
Massachusetts Trust, the Corporation and the Delaware Trust receive on or before
the Closing Date an opinion from Hale and Dorr LLP, counsel to the Massachusetts
Trust, the Corporation and the Delaware Trust, substantially to the 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 these
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.
<PAGE>
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 Plans of
Reorganization. Such accounts will be identical in all material respects to the
accounts currently maintained by the Funds for each shareholder. Current Fund
shareholders who are receiving payments under a Systematic Withdrawal Plan with
respect to current Fund shares will retain the same rights and privileges as to
successor Fund shares under such Plan after the Conversion. Similarly, no action
will be necessary in order to continue any automatic exchange plans, rights of
accumulation, letters of intent, automatic investment plans or retirement plans
or other Shareholder services currently maintained by a current Fund
shareholder.
TRANSFER AGENT AND CUSTODIAN
Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606,
currently serves as the transfer agent for the Massachusetts Trust and the
Corporation 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 the Corporation 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 the Corporation, and will continue to be the independent public
accountants for the Funds, subject to required approvals (see also Proposal 2).
DISTRIBUTION, AUTHORIZED BROKER DEALER, SERVICE AND ADMINISTRATION PLANS
The Delaware Trust will adopt distribution and authorized dealer service
plans on behalf of Class A and Class B shares of each successor Fund. The
Delaware Trust will adopt service plans with respect to the service shares , if
any, of any successor Fund and administration plans with respect to the
administration shares, if any, of each successor fund. 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 the
agreements with Service Organizations and broker-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 Funds.
The Delaware Trust is also authorized to issue multiple classes of such series.
The Massachusetts Declaration of Trust and the Corporation's Articles of
Incorporation also permit 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
<PAGE>
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 or the Corporation.
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 meetings. 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 and the Corporation's Articles of
Incorporation in several important respects. Neither the Massachusetts Trust nor
the Corporation is authorized to use 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 and the
Corporation. In the case of the Corporation, whether a matter requires
shareholder approval is an issue of Maryland corporate law and the Articles of
Incorporation cannot be amended without shareholder approval. The Massachusetts
Declaration of Trust, in addition to the matters requiring 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 and Corporation provide a similar degree
of indemnification of Trustees.
<PAGE>
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 successor series or class to maintain its
assets at an appropriate size; (ii) changes in laws or regulations governing the
Trust, series or class or affecting assets of the type in which it invests; or
(iii) economic developments or trends having a significant adverse impact on
their business or operations. The winding up of the Corporation would be
governed by Maryland corporate law but generally would require shareholder
approval. The Massachusetts Declaration of Trust permits the Trustees to
terminate the Massachusetts Trust or any series without shareholder approval
upon a determination that such termination is in the best interest of
shareholders as a result of factors adversely affecting such series or the Trust
or the ability of the Massachusetts Trust to conduct its business in an
economically viable manner.
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 either the Massachusetts Trust or
the Corporation 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 Corporation's Articles of Incorporation require shareholder
approval. Shareholders of the Trust are required to approve amendments to the
Massachusetts Declaration of Trust, except certain amendments, including any
amendment that the Trustees determine to be necessary or desirable to which does
not adversely affect the rights of shareholders.
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. Neither the Massachusetts Declaration
of Trust nor the Corporation's Articles of Incorporation permit the election of
separate
<PAGE>
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 is 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 substantially the same provisions concerning bad faith, gross
negligence and reckless disregard as those described above.
<PAGE>
CERTAIN COMPARATIVE INFORMATION ABOUT MARYLAND CORPORATIONS AND DELAWARE
BUSINESS TRUSTS
SHAREHOLDER LIABILITY
For a discussion of the potential for shareholders of a Delaware
business trust to be liable for the obligations of the trust, see the discussion
above under "Certain Comparative Information About Massachusetts Business Trusts
and Delaware Business Trust Shareholder Liability." Shareholders of a Maryland
corporation currently have no personal liability for the corporation's acts or
obligations, except that a shareholder may be liable to the extent that he or
she knowingly receives a distribution (including a transfer of money or other
property and the incurrence or forgiveness of indebtedness by corporation) in
excess of the amount which properly could have been paid under Maryland law.
LIABILITY OF TRUSTEES OR DIRECTORS
For a discussion of the potential liability of trustees of a Delaware
business trust, see the discussion above under "Certain Comparative Information
About Massachusetts Business Trusts and Delaware Business Trusts-Liability of
Trustees." Maryland law provides that, in addition to any other liability
imposed by law, the directors may be liable to a Maryland corporation: (1) for
voting or assenting to the declaration of any dividend or other distribution of
assets to shareholders which is contrary to Maryland law, (2) for voting or
assenting to certain distributions of assets to shareholders during liquidation
of the corporation and (3) for voting or assenting to a repurchase of the shares
of a Maryland corporation in violation of Maryland law. In the event of any
litigation against the directors or officers, the Corporation may indemnify the
directors or officers, subject to certain limitations.
VOTING RIGHTS OF MARYLAND CORPORATION AND DELAWARE TRUST SHAREHOLDERS.
Neither Maryland corporations nor Delaware business trusts are required
to hold annual meetings. The Corporation's Articles of Incorporation and
Maryland law generally give shareholders greater voting rights than the Delaware
Trust Instrument. Shareholders of a Maryland corporation have the right to vote
on certain matters, including (i) the election or removal of directors, (ii) the
approval or termination of investment advisory agreements or distribution plans,
(iii) the termination, reorganization or merger of the Corporation or any series
and (iv) amendments to the Articles of Incorporation.
RIGHT OF INSPECTION
Maryland law provides that persons who have been shareholders of record
for six months or more and who own at least five percent of the shares of a
Maryland corporation may inspect the books of account and stock ledger of the
Maryland corporation. Delaware Trust shareholders have the same rights to
inspect the records, accounts and books of the Delaware Trust as are accorded to
shareholders of a Delaware business corporation. Currently, each shareholder of
a Delaware business corporation is permitted to inspect records, account and
books a business corporation for any legitimate business purpose.
<PAGE>
PROPOSAL 4
----------
APPROVAL OF AN INVESTMENT POLICY PERMITTING EACH SERIES OF THE TRUST OR
CORPORATION 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 Funds that are now
series of the Trust to make such an investment without further shareholder
approval. If the Funds in the Corporation are not converted to series of the
Delaware Trust an additional shareholders meeting would be necessary to adopt a
master-feeder structure.
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, a fund offering its shares not subject to a sales load
to institutional investors might pool its investments with another fund that
offers its shares subject to an initial or contingent deferred sales load to
individual investors. 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, both the Massachusetts Declaration
of Trust and Maryland corporate law require 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 10% of such issuer's voting securities are held by a
Fund; companies
<PAGE>
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
<PAGE>
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 of each of
the Corporation and Trust, 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 of the Funds 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 3)
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, for the
<PAGE>
Funds in Goldman Sachs Equity Portfolios, Inc. and Goldman Sachs Trust, are set
forth in Appendix E and Appendix F, respectively, 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 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 Funds'
portfolios.
The final reason for restating 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 current investment restrictions of the Funds are
worded in various ways. Some Fund's restrictions apply the 5% and 10%
limitations discussed above to 100% of the Fund's total assets rather than 75%
and, consequently, are more restrictive than required by the 1940 Act. The
Trustees have proposed amending the investment restrictions of each Fund to be
uniform and to require diversification only to the extent that is required under
the 1940 Act. Additional diversification requirements are required for the Funds
to be treated as regulated investment companies for federal tax purposes. These
tax-based 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 25% or more of
the investment company's assets can be invested (concentrated) in the securities
of issuers in any one industry. The limitation does not apply to
<PAGE>
investments in U.S. government securities. Each of the Funds, has adopted a
policy not to concentrate in the securities of issuers in any one industry.
While not representing a change in investment policy, the Trustees have
determined that it would be in the best interest of the Funds to conform the
wording of their investment policies on industry concentration. As proposed,
each Fund's policy would be as follows:
The Fund may not invest 25% or more of its total assets in the securities of one
or more issuers conducting their principal business activities in the same
industry (excluding the U.S. Government or any of its agencies or
instrumentalities).
In the case of each Fund that is a series of the Trust, although non-
fundamental, the policy would also provide:
(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).
This restriction does not apply to investments in municipal securities which
have been pre-refunded by the use of obligations of the U.S. Government or any
of its agencies or instrumentalities. Each of the Municipal Income and Short
Duration Tax-Free Funds may invest 25% or more of the value of its total assets
in municipal securities which are related in such a way that an economic,
business or political development or change affecting one municipal security
would also affect the other municipal securities. These municipal securities
include (a) municipal securities the interest on which is paid solely from
revenues of similar projects such as hospitals, electric utility systems, multi-
family housing, nursing homes, commercial facilities (including hotels), steel
companies or life care facilities, (b) municipal securities whose issuers are in
the same state and (c) industrial development obligations.
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. Each Fund
currently has a limitation upon borrowing, although the wording of the
limitation and the permitted amount of borrowing vary from Fund to Fund. 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
have recommended that the Funds adopt a policy a uniform borrowing policy (i)
permitting borrowing up to the maximum allowed by the 1940 Act, and (ii)
permitting the Funds to enter into mortgage dollar rolls accounted for as a
financing. For purposes of the Funds' policy on borrowing, the Funds do not
consider certain investments and practices to be borrowings, including short
sales, currency transactions, mortgage dollar rolls which are not accounted for
as financing, forward contracts, swaps, interests rate caps, floors and collars,
options, future contracts, options on future contracts and forward commitment
transactions.
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.
<PAGE>
The fundamental policies on borrowing and margin purchases, if adopted,
would be the same for each Fund and would provide as follows:
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, (d) the Fund may purchase securities on margin to the
extent permitted by applicable law and (e) the Fund may engage in transactions
in mortgage dollar rolls which are accounted for as financings.
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 proposed
restatement of the Funds' policy, which does not represent a material change in
investment policy, would prohibit the Funds from making loans except through the
purchase of securities. As restated, each Fund's investment restriction would
provide as follows:
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 Fund 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 the Fund does not intend
to invest in such interests, it is proposed that the restriction on oil and gas
interests be eliminated. The proposed policy does not represent a material
change in investment policy for any Fund and in most cases merely continues the
current policy unchanged. 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
<PAGE>
trusts and mortgage-related securities and may hold and sell real estate
acquired by the Fund as a result of the ownership of securities.
PROPOSAL 5(g): INVESTMENT POLICY ON COMMODITIES
The 1940 Act requires that the Funds have a fundamental investment
policy regarding investments in commodities. While the Funds do not invest in
physical commodities or commodity contracts, the Funds do enter into financial
futures contracts, options or futures and, in certain cases, currency contracts.
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 contracts. The amendment is being
proposed to enable each Fund to continue to enter into financial futures
contracts and related options for hedging and other permissible purposes and to
clarify that certain practices in which a Fund engages (such as forward foreign
currency contracts) or might in the future engage (such as swaps) are not
subject to this restriction.
As amended, each Fund's 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 make the investment restriction on
senior securities uniform among the Funds and 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, such as forward purchases of
securities and currencies, options and futures transactions, which may have a
leverage effect on the Funds 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 POLICY CONCERNING SHORT SALES OF
SECURITIES
Each Fund investing in equity securities has a fundamental investment
policy limiting short sales. In a short sale, an investor sells a borrowed
security and has a corresponding obligation to the lender to return the
identical security. The Funds' fundamental investment policy on short sales
provides that a Fund may not engage in short sale unless it owns, or, by virtue
of its ownership of other securities, has the right to obtain, securities
equivalent in kind and amount to the securities sold short. This investment
technique is known as a short sale "against the box." The Trustees recommend
that shareholders vote to eliminate this fundamental policy. If the proposal is
approved, the Trustees intend to adopt a non-fundamental policy limiting the
Funds to short sales against the box. This non-fundamental policy could be
changed without a vote of shareholders.
PROPOSAL 5(j): GS SHORT DURATION GOVERNMENT FUND'S POLICY ON OPTIONS
To comply with state securities laws in effect at the time of its
organization, GS Short Duration Government Fund adopted a fundamental
restriction limiting the Fund's ability to write, purchase or sell
<PAGE>
certain 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.
PROPOSAL 5(k): GS SHORT DURATION FUND'S POLICY ON INVESTMENTS TO EXERCISE
CONTROL
GS Short Duration Fund has a fundamental policy not to invest in
companies for the purpose of exercising control or management. Although the Fund
has 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 Funds' 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 MANAGEMENT
AGREEMENTS FOR THE FUNDS (OTHER THAN GS SHORT DURATION TAX-FREE
FUND, GS CORE FIXED INCOME FUND, GS SHORT DURATION GOVERNMENT FUND
AND GS ADJUSTABLE RATE GOVERNMENT FUND)
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 Fund (other than those listed in the next sentence)
approve, the adoption of amended and restated investment advisory agreements
(the "Management Agreements"), each in the form attached to this Proxy Statement
as Appendix G. No proposal is being made to amend the existing investment
advisory agreements for GS Short Duration Tax- Free Fund, GS Core Fixed Income
Fund, GS Short Duration Government Fund and GS Adjustable Rate Government Fund,
each of which is substantially similar to the form attached as Appendix G.
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
(each an "Administration 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
<PAGE>
PROVIDED AND FEES PAID CURRENTLY UNDER THE EXISTING ADVISORY AGREEMENTS AND
ADMINISTRATION AGREEMENTS. The Funds will continue under the Management
Agreement to be managed by GSAM, Goldman Sachs Asset Management International
("GSAMI") and Goldman Sachs Fund Management L.P. ("GSFM") (the "Advisors") as
set forth below.
<TABLE>
<CAPTION>
GSAM GSAMI GSFM
---- ----- ----
<S> <C> <C>
Goldman Sachs Government Income Fund Goldman Sachs Asia Growth Fund Goldman Sachs Capital Growth Fund
Goldman Sachs Municipal Income Fund Goldman Sachs International Fund Goldman Sachs Select Equity Fund
Goldman Sachs Balanced Fund Goldman Sachs Global Income Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Mid-Cap Fund
Goldman Sachs Small Cap Fund
</TABLE>
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 the Advisers 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 G.
----------
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, the
Advisers determine 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.
The
<PAGE>
Advisers also are responsible for maintaining books and records with respect to
the Funds' securities transactions and for providing the Funds' Trustees or
Directors with periodic and special reports.
Under the Management Agreements, each Adviser will also: (i) supervise
all non-advisory operations of each Fund that it advises; (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 its Adviser.
Because GSAM does not serve as the Adviser to certain Funds, these Funds will no
longer have a direct contractual relationship with GSAM. However, GSAMI and GSFM
may arrange to have GSAM continue to provide administrative services to these
Funds as an agent for the applicable Adviser.
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 each Fund's Adviser and GSAM, as administrator, was entitled for the
fiscal year ended October 30, 1996, in the case of the Trust, and January 31,
1996, in the case of the Corporation.
<TABLE>
<CAPTION>
Fund Advisory Fee Administration Fee Total Management Fees
- ---- ------------ ------------------ ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Global Income Fund * ** $1,965,605 .75% +$393,263 .15% = $2,358,868 .90%
Government Income Fund* 148,120 .50% +44,433 .15% = 192,553 .65%
Municipal Income Fund 211,283 .40% +79,231 .15% = 290,514 .55%
Asia Growth Fund* 1,172,731 .75% +390,910 .25% = 1,563,641 1.00%
Balanced Fund 148,493 .50% +44,548 .15% = 193,041 .65%
Capital Growth Fund 7,001,809 .75% +2,333,936 .25% = 9,335,745 1.00%
Growth & Income Fund 1,748,649 .55% +476,904 .15% = 2,225,553 .70%
International Equity Fund* ** 2,096,154 .75% +698,718 .25% = 2,794,872 1.00%
Mid-Cap Equity Fund 391,234 .60% +97,809 .15% = 489,043 .75%
Select Equity Fund* 780,797 .50% 440,918 .25% = 1,221,715 .75%
Small Cap Equity Fund 2,181,629 .75% 727,210 .25% = 2,908,839 1.00%
</TABLE>
<PAGE>
- ------------------------
* Due to voluntary fee reductions by the Advisers and GSAM, these Funds
currently are paying advisory and/or administration fees at rates lower than
the fee rates to which their Advisers and GSAM were contractually entitled
for the Funds' most recently completed fiscal years. These voluntary fee
reductions may be modified or terminated at any time, but will not be
affected by shareholder approval of this proposal.
** Global Income Fund and International Equity Fund each have advisory and
subadvisory fee rates of 0.25% and 0.50%, respectively, of average daily net
assets.
The Management Agreements require each Fund to pay the percentage of its
average daily net assets shown under the column "Total Advisory and
Administration Fees" to its Adviser for both advisory and administrative
services. See Appendix H for a list of other mutual funds that are advised by
the Advisers (including their advisory fees) and have investment objectives
similar to those of the Funds.
Under the Existing Advisory Agreements and the Administration Agreements,
the Advisers and GSAM pay all costs that they incur 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 Management Agreements, the Advisers will pay
all costs that they incur in connection with the performance of advisory and
administrative services, except for the Additional Expenses. Under the Existing
Agreements and the Management Agreements, the Funds pay all of their own
expenses.
Goldman Sachs serves as each Fund's transfer agent and principal
underwriter pursuant to separate transfer agency agreements and distribution
agreements. These agreements will not be affected by shareholder approval of
this proposal. See Appendix I for the amounts of compensation paid by the Funds
to Goldman Sachs pursuant to their transfer agency agreements and for
distribution-related services. See Appendix J for a statement of the amount and
percentage of the brokerage commissions for each Fund that were paid to
affiliates of the Advisers.
STANDARD OF LIABILITY
The contractual liability standard that currently applies to the
Advisers' and 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, the parties providing services to a Fund 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 the service provider in the performance of its duties
or from reckless disregard by the service provider of its duties and obligations
under the agreement.
ADDITIONAL INFORMATION
RELATING TO THE EXISTING ADVISORY AGREEMENTS
The Boards of Trustees and Directors, 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.
<PAGE>
Date Agreement
Date of Last Approved by
Fund Agreement Shareholder(s)
- ---- --------- ----------------
Global Income Fund 7/15/91 12/5/91
Government Income Fund 2/1/93 1/30/93
Municipal Income Fund 7/16/93 7/16/93
Asia Growth Fund 6/1/94 6/1/94
Balanced Fund 10/10/94 10/4/94
Capital Growth Fund 11/27/91 11/27/91
Growth & Income Fund 2/1/93 1/29/93
International Equity Fund 9/30/92 10/23/92
Mid-Cap Equity Fund 6/1/95 7/28/95
Select Equity Fund 11/27/91 11/27/91
Small Cap Equity Fund 8/10/92 9/10/92
With the exception of Goldman Sachs Global Income Fund and Goldman Sachs
Select Equity Fund, 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. The Existing Advisory Agreements of Goldman Sachs Global Income
Fund and Goldman Sachs Select Equity Fund were last submitted for shareholder
approval on the applicable dates shown above, in each case in order to comply
with an undertaking to the SEC to obtain such approvals.
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 Proposals 6. Adoption of the proposal
as to any Fund requires a 1940 Act Majority of the shares of such Fund.
THE INVESTMENT ADVISERS
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 Funds Management, L.P. is a Delaware limited
partnership and has its principal business address at One New York Plaza, New
York, New York 10004. Goldman Sachs Asset Management International is a wholly
owned subsidiary of Goldman Sachs and has its principal business address at 140
Fleet Street, London, England EC4A 2BJ.
Goldman Sachs is a worldwide investment banking firm and has its principal
business address at 85 Broad Street, New York, New York 10004. Goldman Sachs is
the general partner of GSFM. 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
<PAGE>
& Co. L.L.C. (a Delaware limited liability company) ("GSCLLC"). The principal
business address of the executive officers and general partners is 85 Broad
Street, New York, New York 10004. The Goldman Sachs Corporation ("GSC") is the
parent company of both GSGLP and GSCLLC . GSGLP is also a parent of GSCLLC. GSC
is the sole general partner of GSGLP. David B. Ford is chief executive officer
of GSAMI and co-chief executive officer of GSFM. John P. McNulty is co-chief
executive officer of GSFM.
PROPOSAL 7
----------
TO CHANGE GOLDMAN SACHS CAPITAL GROWTH FUND'S
INVESTMENT OBJECTIVE FROM FUNDAMENTAL TO NON-FUNDAMENTAL
The investment objective of Goldman Sachs Capital Growth Fund ("Capital
Growth Fund") is to seek long-term growth of capital. That investment objective
is "fundamental" which means that it cannot be changed by the Trustees without
shareholder approval. Neither the Trustees nor GSAM have any current intention
of changing the investment objective of Capital Growth Fund. However, the
Trustees believe that it is in the best interest of the Fund for the Trustees to
be able to do so in the future without the cost and delay of shareholder
approval. In the event that its investment objective is determined in the future
no longer to be appropriate for Goldman Sachs Capital Growth Fund, shareholders
would be advised by the Fund of the change in its investment objective.
TRUSTEES RECOMMENDATION
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF GOLDMAN SACHS
CAPITAL GROWTH FUND APPROVE CLASSIFYING THE FUND'S INVESTMENT OBJECTIVE AS NON-
FUNDAMENTAL.
REQUIRED VOTE
Approval of this proposed requires the approval of a 1940 Act Majority
of Capital Growth Fund.
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 Meetings other than those
described above. Should other business properly be brought before any 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 shareholder at any time before it
is exercised by written notice to the Trust or Corporation (addressed to the
Secretary at the Trust's or Corporation's principal executive offices), by
executing a superseding proxy or by attending the applicable Meeting and voting
in person. All valid proxies received prior to a 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 Meetings.
<PAGE>
In the event that at the time any session of a 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 7 have not been received, the persons named
as proxies may propose one or more adjournments of the applicable 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 Corporation (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, in the case of the Trust, and one-third, in the case of the
Corporation, of the shares entitled to vote shall be a quorum for the
transaction of business at a 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, Trust shares
will not be considered as present and entitled to vote with respect to the
proposal and in the case of the Corporation the inability to vote such shares
will be treated the same as abstentions. 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 Act Majority,
and Proposal 3 has been adopted by Corporation shareholders, 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
Corporation and the Trust may also arrange to have votes recorded by telephone
by officers and employees of the Corporation and 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. If these procedures were subject to a successful
legal challenge, such votes would not be counted at the Meeting. Neither the
Trust nor the Corporation has sought to obtain an opinion of counsel on this
matter or is aware of any such challenge. 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 Meetings 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
<PAGE>
decides after voting by telephone to attend the Meetings, the shareholder can
revoke the proxy at that time and vote the shares at the Meetings.
SHAREHOLDER PROPOSALS
None of the Trust, the Corporation or the Delaware Trust is required or
intends to hold a meeting 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 Class A Class B
- --------------------------------------------------------------------------------
GS Adjustable Rate
Government Fund
GS Short Duration
Government
GS Short Duration
Tax-Free
GS Core Fixed
Income
Goldman Sachs
Global Income
Goldman Sachs
Government Income
Goldman Sachs
Municipal Income
Goldman Sachs
Balanced Fund
Goldman Sachs
Select Equity Fund
Goldman Sachs
Growth and Income
Fund
Goldman Sachs
Capital Growth
Fund
Goldman Sachs
Mid-Cap Equity
Fund
Goldman Sachs
Small Cap Equity
Fund
Goldman Sachs
International Equity
Fund
Goldman Sachs
Asia Growth 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 Class A, Class B, Institutional,
Administration or Service Shares, as applicable, of each 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, in excess 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 McNulty McPherson
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GS
Adjustable
Rate
Government
Fund
GS Short
Duration
Government
Fund
GS Short
Duration
Tax-Free
Fund
GS Core
Fixed Income
Fund
Goldman
Sachs Global
Income Fund
Goldman
Sachs
Government
Income Fund
Goldman
Sachs
Municipal
Income Fund
Goldman
Sachs
Balanced
Fund
Goldman
Sachs Select
Equity Fund
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Fund Bakhru Smart Springer Strubel Grip Shuch Ford McNulty McPherson
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Goldman
Sachs
Growth and
Income Fund
Goldman
Sachs Capital
Growth Fund
Goldman
Sachs Mid-
Cap Equity
Fund
Goldman
Sachs Small
Cap Equity
Fund
Goldman
Sachs
International
Equity Fund
Goldman
Sachs Asia
Growth 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 Equity
Portfolios, Inc., a Maryland corporation][Goldman Sachs 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 [common stock] [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 corresponding
<PAGE>
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 certificates, in such
<PAGE>
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.
<PAGE>
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.
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] [a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland] 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] [Articles of Incorporation] 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;
<PAGE>
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 or
purchase any shares of [common stock] [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;
<PAGE>
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;
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.
<PAGE>
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.
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.
<PAGE>
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:
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 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.
<PAGE>
11.1.C. A majority of the members of the Board of [Trustees] [Directors]
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.
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 TRUST]
[GOLDMAN SACHS EQUITY PORTFOLIOS, Inc.]
on behalf of the following series:
By:_____________________________
Its:____________________________
<PAGE>
APPENDIX E
GOLDMAN SACHS EQUITY PORTFOLIOS, INC.
AMENDED AND RESTATED INVESTMENT RESTRICTIONS
The Company 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) invest 25% or more of its total assets in the securities of one or more
issuers conducting their principal business activities in the same industry
(excluding the U.S. Government or any of its agencies or
instrumentalities).
(3) borrow money, except (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, (d) the Fund may purchase securities on margin to
the extent permitted by applicable law and (e) the Fund may engage
transactions in mortgage dollar rolls which are accounted for as
financings.
(4) 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.
(5) 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.
(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 the 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 a single open-end
investment company or series thereof with substantially the same investment
objective, restrictions and policies as the Fund.
<PAGE>
APPENDIX F
GOLDMAN SACHS TRUST
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) invest more than 25% of its total assets in the securities of one or
more issuers conducting their principal business activities in the same
industry (excluding the U.S. Government or its agencies or
instrumentalities). (For the purposes of this restriction, state and
municipal governments and their agencies, authorities and
instrumentalities are not deemed to be industries; telephone companies
are considered to be a separate industry from water, gas or electric
utilities; personal credit finance companies and business credit finance
companies are deemed to be separate industries; and wholly-owned finance
companies are considered to be in the industry of their parents if their
activities are primarily related to financing the activities of their
parents). This restriction does not apply to investments in municipal
securities which have been pre-refunded by the use of obligations of the
U.S. Government or any of its agencies or instrumentalities. Each of the
Municipal Income and Short Duration Tax-Free Funds may invest 25% or
more of the value of its total assets in municipal securities which are
related in such a way that an economic, business or political
development or change affecting one municipal security would also affect
the other municipal securities. These municipal securities include (a)
municipal securities the interest on which is paid solely from revenues
of similar projects such as hospitals, electric utility systems, multi-
family housing, nursing homes, commercial facilities (including hotels),
steel companies or life care facilities, (b) municipal securities whose
issuers are in the same state and (c) industrial development
obligations.
(3) borrow money, except (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, (d) the Fund may
purchase securities on margin to the extent permitted by applicable law
and (e) the Fund may engage transactions in mortgage dollar rolls which
are accounted for as financings.
(4) 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.
(5) 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.
(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.
<PAGE>
(7) 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.
(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 a single open-end
investment company or series thereof with substantially the same fundamental
investment objectives, restrictions and policies as the Fund.
<PAGE>
APPENDIX G
FORM OF INVESTMENT ADVISORY AGREEMENTS
[GOLDMAN SACHS EQUITY PORTFOLIOS, INC.]
[GOLDMAN SACHS TRUST]
4900 Sears Tower
Chicago, Illinois 60606
April 30, 1997
[Goldman Sachs Asset Management]
[Goldman Sachs Asset Management International]
[Goldman Sachs Funds Management L.P.]
[address]
Dear Sirs:
[Goldman Sachs Trust] [Goldman Sachs Equity Portfolios, Inc.] (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] [a
corporation under the laws of the State of Maryland] 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/Directors]. 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/Directors] 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 [Articles of Incorporation] [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/Directors] of the Registrant may from time to time establish.
(b) Subject to the general supervision of the Board of
[Trustees/Directors] 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/Directors] 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/Directors] 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/Directors]
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 required to pay: (i) organization expenses of the Funds; (ii) fees and
expenses incurred by the Funds in connection with membership in investment
<PAGE>
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/Directors] 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 to 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/Directors] 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 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
<PAGE>
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/Directors] 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/Directors] 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/Directors] 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/Directors] of the Registrant, including a majority of the
[Trustees/Directors] 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
a new Fund to Annex A provided such amendment is approved by a majority of the
Board of [Trustees/Directors] of the Registrant, including a majority of the
[Trustees/Directors] 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 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
<PAGE>
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 Trust is the designation of the [Trustees] for
the time being under [an Amended and Restated Agreement and Declaration of Trust
dated December 5, 1991], [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.
<PAGE>
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 EQUITY PORTFOLIOS, INC.]
[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.]
[GOLDMAN SACHS FUNDS MANAGEMENT L.P.]
[GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL]
[AN AFFILIATE OF GOLDMAN, SACHS & CO.]
Attest:_________________________ By: _________________________
Michael J. Richman David B. Ford
Counsel to the Funds Group [title]
<PAGE>
APPENDIX H
----------
OTHER MUTUAL FUNDS ADVISED
BY GOLDMAN SACHS ASSET MANAGEMENT,
GOLDMAN SACHS FUNDS MANAGEMENT, L.P.
OR GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
Goldman Sachs Asset Management ("GSAM"), Goldman Sachs Funds Management,
L.P. ("GSFM") and Goldman Sachs Asset Management International ("GSAMI")
(collectively, the "Advisers") provide 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.
<TABLE>
<CAPTION>
Combined Advisory
Fund Asset Size and Administration
Name of Fund (Adviser) (as of 12/31/96) Fee Rate
- ---------------------- ---------------- ------------------
<S> <C> <C>
GS Short-Duration
Government Fund (GSFM) $102,879,836 .40%
GS Adjustable Rate
Government Fund (GSFM) $581,682,420 .40%
GS Short Duration
Tax-Free Fund (GSAM) $34,300,211 .50%
GS Core Fixed
Income Fund (GSAM) $75,829,522 .40%
</TABLE>
* The combined advisory and administration 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>
APPENDIX I
ADDITIONAL FEES PAID BY THE FUNDS
TO THE ADVISERS AND/OR THEIR AFFILIATES
Goldman, Sachs & Co. provides transfer agency and distribution services to
the Funds and provides distribution-services to the Class A and Class B shares
of certain of the Funds. It is expected that Goldman, Sachs & Co. will continue
to provide these services.
For the fiscal year ended October 30, 1996, in the case of the Trust, and
the fiscal year ended January 31, 1996, in the case of the Corporation, the
following Funds paid the following amounts of compensation to Goldman, Sachs &
Co. for transfer agency services pursuant to their transfer agency agreements
with Goldman, Sachs & Co.
Fund Transfer Agency Fees
---- --------------------
GS Adjustable Rate Government Fund $278,337
GS Short Duration Tax-Free Fund 16,980
GS Core Fixed Income Fund 24,657
Goldman Sachs Government Income 72,237
Goldman Sachs Global Income 121,212
Goldman Sachs Municipal Income 90,284
Goldman Sachs Mid-Cap Equity Fund 26,082
Goldman Sachs Balanced Fund 72,067
Goldman Sachs Select Equity Fund 115,253
Goldman Sachs Growth & Income 524,671
Goldman Sachs Capital Growth 549,844
Goldman Sachs Small Cap Equity 254,292
Goldman Sachs International Equity 129,313
Goldman Sachs Asia Growth Fund 192,097
For such periods, the following Funds paid the following aggregate
amounts of compensation to Goldman, Sachs & Co. for distribution-related
services pursuant to their Rule 12b-1 Distribution and Authorized Dealer Service
Plans and distribution agreements with Goldman, Sachs & Co. or pursuant to
Service Plans.
<PAGE>
<TABLE>
<CAPTION> Fees under
Fees for 12b-1 Authorized
Distribution Related Dealer Service (Sales Load) Service Share
Fund Services Plans Distribution Fees
- ---- -------------------- -------------- ------------ -------------
<S> <C> <C> <C> <C>
GS Adjustable Rate $ - $18,303 $79,000 -
Government
Goldman Sachs Global - 499,831 52,600 -
Income Fund
Goldman Sachs - 27,311 17,300 -
Government Income Fund
Goldman Sachs - 16,278 24,900 -
Municipal Income Fund
Goldman Sachs Goldman 505,066 140,011 507,000 -
Sachs Asia Growth Fund
Goldman Sachs Balanced Fund 84,350 25,069 28,000 -
Goldman Sachs Capital 3,104,424 721,375 523,000 -
Growth Fund
Goldman Sachs Growth & 986,255 81,909 771,000 -
Income Fund
Goldman Sachs 929,746 201,072 211,000 -
International Equity Fund
Goldman Sachs Select 349,883 70,470 108,000 -
Equity Fund
Goldman Sachs Small Cap 999,563 185,059 202,000 9,605
Equity Fund
</TABLE>
<PAGE>
APPENDIX J
AFFILIATED BROKER
During the fiscal year ended October 30, 1996, in the case of the Trust,
and the fiscal year ended January 31, 1996, in the case of the Corporation, the
Funds paid brokerage commissions to the following Affiliated Brokers:
<TABLE>
<CAPTION>
Total Brokerage Percentage of
Total Brokerage Commissions Paid to Commissions Paid to
Fund Commissions Paid Affiliated Brokers Affiliate Brokers
---- ---------------- ------------------- -------------------
<S> <C> <C> <C>
GS Adjustable Rate Fund $108,000 $108,000 100%
GS Short Duration Govt Fund 24,000 24,000 100%
GS Short Duration Tax Free Fund 1,000 1,000 100%
GS Core Fixed Income Fund 4,000 4,000 100%
Goldman Sachs Government Income Fund 1,200 1,200 100%
Goldman Sachs Municipal Income Fund 2,750 2,750 100%
Goldman Sachs Balanced Fund 52,394 7,391 14%
Goldman Sachs Select Equity Fund 121,424 - 0%
Goldman Sachs Growth & Income Fund 754,318 71,218 9%
Goldman Sachs Capital Growth Fund 1,703,905 284,660 17%
Goldman Sachs Small Cap Equity Fund 658,849 72,980 11%
Goldman Sachs Mid-Cap Equity Fund 278,227 40,935 15%
Goldman Sachs International Equity Fund 830,544 14,000 2%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Goldman Sachs Asia Growth Fund 1,549,774 49,000 3%
</TABLE>
<PAGE>
GOLDMAN SACHS TRUST
GOLDMAN SACHS EQUITY PORTFOLIOS, INC.
4900 Sears Tower
Chicago, Illinois 60606
This proxy is solicited on behalf of the Board of Trustees/Directors of the
Goldman Sachs Trust and Goldman Sachs Equity Portfolios, Inc. for the Special
Meeting of Shareholders (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 Trust and
Goldman Sachs Equity Portfolios, Inc. which the undersigned is entitled to vote
at the Special Meeting of Shareholders 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
Shareholders 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>
PLEASE MARK VOTES [x] AS IN THIS EXAMPLE
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:
For Withheld Abstain
[ ] [ ] [ ]
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
For Withheld Abstain
[ ] [ ] [ ]
2. Ratification of the selection and Arthur Anderson LLP as the independent
Appointments of the Trust/Corporation for the fiscal year ending January 31,
1998/October 30, 1997.
For Withheld Abstain
[ ] [ ] [ ]
3. Approval of an Agreement and Plan of Reorganization.
For Withheld Abstain
[ ] [ ] [ ]
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.
For Withheld Abstain
[ ] [ ] [ ]
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.
For Withheld Abstain
[ ] [ ] [ ]
5a. Investment Policy on issuer diversification
For Withheld Abstain
[ ] [ ] [ ]
5b. Investment Policy on Industry concentration
For Withheld Abstain
[ ] [ ] [ ]
<PAGE>
5c. Investment Policies on Borrowing Margins and Pledging Assets
For Withheld Abstain
[ ] [ ] [ ]
5d. Investment Policy on Loans
For Withheld Abstain
[ ] [ ] [ ]
5e. Investment Policy on Underwritering
For Withheld Abstain
[ ] [ ] [ ]
5f. Investment Policy on Real Estate and Oil and Gas
For Withheld Abstain
[ ] [ ] [ ]
5g. Investment Policy on Commodities
For Withheld Abstain
[ ] [ ] [ ]
5h. Investment Policy on Senior Securities
For Withheld Abstain
[ ] [ ] [ ]
5i. Investment restriction concerning Short Sales of Securities
For Withheld Abstain
[ ] [ ] [ ]
5j. Investment Policy on Options
For Withheld Abstain
[ ] [ ] [ ]
5k. Investments to Exercise Control
For Withheld Abstain
[ ] [ ] [ ]
6. Approve Management Agreement.
For Withheld Abstain
[ ] [ ] [ ]
<PAGE>
7. Approval of a change in Capital Growth Fund's Investment Objective from
fundamental to non-fundamental.
For Withheld Abstain
[ ] [ ] [ ]
Please be sure to sign and date this Proxy. [ Date ]
[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.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERNCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 013
<NAME> GS SHORT DURATION GOVERNMENT FUND-INSTITUTIONAL CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 100,440,420
<INVESTMENTS-AT-VALUE> 101,067,616
<RECEIVABLES> 972,331
<ASSETS-OTHER> 213,362
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 102,253,309
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 235,748
<TOTAL-LIABILITIES> 235,748
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 115,128,671
<SHARES-COMMON-STOCK> 10,168,881
<SHARES-COMMON-PRIOR> 10,567,526
<ACCUMULATED-NII-CURRENT> 6,604,446
<OVERDISTRIBUTION-NII> 770,624
<ACCUMULATED-NET-GAINS> (14,541,811)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 660,077
<NET-ASSETS> 102,017,561
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,087,809
<OTHER-INCOME> 0
<EXPENSES-NET> 464,109
<NET-INVESTMENT-INCOME> 6,604,446
<REALIZED-GAINS-CURRENT> (567,819)
<APPREC-INCREASE-CURRENT> 619,618
<NET-CHANGE-FROM-OPS> 6,656,245
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,561,519
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,072,082
<NUMBER-OF-SHARES-REDEEMED> 4,893,286
<SHARES-REINVESTED> 422,559
<NET-CHANGE-IN-ASSETS> (1,742,469)
<ACCUMULATED-NII-PRIOR> 8,885,667
<ACCUMULATED-GAINS-PRIOR> (13,973,992)
<OVERDISTRIB-NII-PRIOR> 708,450
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 514,200
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 736,178
<AVERAGE-NET-ASSETS> 102,541,871
<PER-SHARE-NAV-BEGIN> 9.82
<PER-SHARE-NII> 0.629
<PER-SHARE-GAIN-APPREC> 0.014
<PER-SHARE-DIVIDEND> 0.633
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.83
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATAEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 015
<NAME> GS SHORT DURATION GOVERNMENT FUND-ADMINISTRATION
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 100,440,420
<INVESTMENTS-AT-VALUE> 101,067,616
<RECEIVABLES> 972,331
<ASSETS-OTHER> 213,362
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 102,253,309
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 235,748
<TOTAL-LIABILITIES> 235,748
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 115,128,671
<SHARES-COMMON-STOCK> 25,537
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6,604,446
<OVERDISTRIBUTION-NII> 770,624
<ACCUMULATED-NET-GAINS> (14,541,811)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 660,077
<NET-ASSETS> 102,017,561
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,087,809
<OTHER-INCOME> 0
<EXPENSES-NET> 464,109
<NET-INVESTMENT-INCOME> 6,604,446
<REALIZED-GAINS-CURRENT> (567,819)
<APPREC-INCREASE-CURRENT> 619,618
<NET-CHANGE-FROM-OPS> 6,656,245
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,548
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,251
<NUMBER-OF-SHARES-REDEEMED> 7,921
<SHARES-REINVESTED> 207
<NET-CHANGE-IN-ASSETS> (1,742,469)
<ACCUMULATED-NII-PRIOR> 8,885,667
<ACCUMULATED-GAINS-PRIOR> (13,973,992)
<OVERDISTRIB-NII-PRIOR> 708,450
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 514,200
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 736,178
<AVERAGE-NET-ASSETS> 62,497
<PER-SHARE-NAV-BEGIN> 9.86
<PER-SHARE-NII> 0.384
<PER-SHARE-GAIN-APPREC> 0.001
<PER-SHARE-DIVIDEND> 0.394
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.85
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 016
<NAME> GS SHORT DURATION GOVERNMENT FUND-SERVICE CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 100,440,420
<INVESTMENTS-AT-VALUE> 101,067,616
<RECEIVABLES> 972,331
<ASSETS-OTHER> 213,362
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 102,253,309
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 235,748
<TOTAL-LIABILITIES> 235,748
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 115,128,671
<SHARES-COMMON-STOCK> 185,492
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6,604,446
<OVERDISTRIBUTION-NII> 770,624
<ACCUMULATED-NET-GAINS> (14,541,811)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 660,077
<NET-ASSETS> 102,017,561
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,087,809
<OTHER-INCOME> 0
<EXPENSES-NET> 464,109
<NET-INVESTMENT-INCOME> 6,604,446
<REALIZED-GAINS-CURRENT> (567,819)
<APPREC-INCREASE-CURRENT> 619,618
<NET-CHANGE-FROM-OPS> 6,656,245
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,792
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 188,134
<NUMBER-OF-SHARES-REDEEMED> 4,150
<SHARES-REINVESTED> 1,508
<NET-CHANGE-IN-ASSETS> (1,742,469)
<ACCUMULATED-NII-PRIOR> 8,885,667
<ACCUMULATED-GAINS-PRIOR> (13,973,992)
<OVERDISTRIB-NII-PRIOR> 708,450
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 514,200
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 736,178
<AVERAGE-NET-ASSETS> 428,045
<PER-SHARE-NAV-BEGIN> 9.72
<PER-SHARE-NII> 0.313
<PER-SHARE-GAIN-APPREC> 0.102
<PER-SHARE-DIVIDEND> 0.315
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.82
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 021
<NAME> GOLDMAN SACHS GLOBAL INCOME FUND-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 245,280,587
<INVESTMENTS-AT-VALUE> 249,732,500
<RECEIVABLES> 5,769,978
<ASSETS-OTHER> 32,131
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,534,609
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,359,164
<TOTAL-LIABILITIES> 2,359,164
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 247,410,548
<SHARES-COMMON-STOCK> 13,670,270
<SHARES-COMMON-PRIOR> 17,008,968
<ACCUMULATED-NII-CURRENT> 15,455,369
<OVERDISTRIBUTION-NII> 6,765,239
<ACCUMULATED-NET-GAINS> (3,774,680)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3,654,104)
<NET-ASSETS> 253,175,445
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18,287,214
<OTHER-INCOME> 0
<EXPENSES-NET> 2,831,845
<NET-INVESTMENT-INCOME> 15,455,369
<REALIZED-GAINS-CURRENT> (7,076,338)
<APPREC-INCREASE-CURRENT> 5,002,918
<NET-CHANGE-FROM-OPS> 27,534,625
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 22,455,377
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,089,521
<NUMBER-OF-SHARES-REDEEMED> 5,376,065
<SHARES-REINVESTED> 947,846
<NET-CHANGE-IN-ASSETS> (24,278,904)
<ACCUMULATED-NII-PRIOR> 19,658,884
<ACCUMULATED-GAINS-PRIOR> (10,599,799)
<OVERDISTRIB-NII-PRIOR> 16,641,827
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,965,605
<INTEREST-EXPENSE> 96,252
<GROSS-EXPENSE> 4,169,549
<AVERAGE-NET-ASSETS> 198,708,767
<PER-SHARE-NAV-BEGIN> 14.45
<PER-SHARE-NII> 0.71
<PER-SHARE-GAIN-APPREC> 0.80
<PER-SHARE-DIVIDEND> 1.43
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.53
<EXPENSE-RATIO> 1.16
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 022
<NAME> GOLDMAN SACHS GLOBAL INCOME FUND-CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 245,280,587
<INVESTMENTS-AT-VALUE> 249,732,500
<RECEIVABLES> 5,769,978
<ASSETS-OTHER> 32,131
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,534,609
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,359,164
<TOTAL-LIABILITIES> 2,359,164
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 247,410,548
<SHARES-COMMON-STOCK> 17,603
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 15,455,369
<OVERDISTRIBUTION-NII> 6,765,239
<ACCUMULATED-NET-GAINS> (3,774,680)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3,654,104)
<NET-ASSETS> 253,175,445
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18,287,214
<OTHER-INCOME> 0
<EXPENSES-NET> 2,831,845
<NET-INVESTMENT-INCOME> 15,455,369
<REALIZED-GAINS-CURRENT> (7,076,338)
<APPREC-INCREASE-CURRENT> 5,002,918
<NET-CHANGE-FROM-OPS> 27,534,625
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,052
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,628
<NUMBER-OF-SHARES-REDEEMED> 1,144
<SHARES-REINVESTED> 119
<NET-CHANGE-IN-ASSETS> (24,278,904)
<ACCUMULATED-NII-PRIOR> 19,658,884
<ACCUMULATED-GAINS-PRIOR> (10,599,799)
<OVERDISTRIB-NII-PRIOR> 16,641,827
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,965,605
<INTEREST-EXPENSE> 96,252
<GROSS-EXPENSE> 4,169,549
<AVERAGE-NET-ASSETS> 224,620
<PER-SHARE-NAV-BEGIN> 14.03
<PER-SHARE-NII> 0.34
<PER-SHARE-GAIN-APPREC> 0.52
<PER-SHARE-DIVIDEND> 0.36
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.53
<EXPENSE-RATIO> 1.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 023
<NAME> GOLDMAN SACHS GLOBAL INCOME FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 245,280,587
<INVESTMENTS-AT-VALUE> 249,732,500
<RECEIVABLES> 5,769,978
<ASSETS-OTHER> 32,131
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 255,534,609
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,359,164
<TOTAL-LIABILITIES> 2,359,164
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 247,410,548
<SHARES-COMMON-STOCK> 3,735,251
<SHARES-COMMON-PRIOR> 2,188,371
<ACCUMULATED-NII-CURRENT> 15,455,369
<OVERDISTRIBUTION-NII> 6,765,239
<ACCUMULATED-NET-GAINS> (3,774,680)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3,654,104)
<NET-ASSETS> 253,175,445
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 18,287,214
<OTHER-INCOME> 0
<EXPENSES-NET> 2,831,845
<NET-INVESTMENT-INCOME> 15,455,369
<REALIZED-GAINS-CURRENT> (7,076,338)
<APPREC-INCREASE-CURRENT> 5,002,918
<NET-CHANGE-FROM-OPS> 27,534,625
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,050,770
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,703,165
<NUMBER-OF-SHARES-REDEEMED> 406,888
<SHARES-REINVESTED> 250,603
<NET-CHANGE-IN-ASSETS> (24,278,904)
<ACCUMULATED-NII-PRIOR> 19,658,884
<ACCUMULATED-GAINS-PRIOR> (10,599,799)
<OVERDISTRIB-NII-PRIOR> 16,641,827
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,965,605
<INTEREST-EXPENSE> 96,252
<GROSS-EXPENSE> 4,169,549
<AVERAGE-NET-ASSETS> 54,968,610
<PER-SHARE-NAV-BEGIN> 14.45
<PER-SHARE-NII> 1.15
<PER-SHARE-GAIN-APPREC> 0.42
<PER-SHARE-DIVIDEND> 1.50
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.52
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 031
<NAME> GS ADJUSTABLE RATE GOVERNMENT FUND-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 618,544,961
<INVESTMENTS-AT-VALUE> 617,783,125
<RECEIVABLES> 15,355,635
<ASSETS-OTHER> 209,539
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 633,348,299
<PAYABLE-FOR-SECURITIES> 3,134,490
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,544,931
<TOTAL-LIABILITIES> 5,679,421
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 680,810,720
<SHARES-COMMON-STOCK> 1,091,335
<SHARES-COMMON-PRIOR> 1,556,301
<ACCUMULATED-NII-CURRENT> 37,031,818
<OVERDISTRIBUTION-NII> (3,441,783)
<ACCUMULATED-NET-GAINS> (49,082,177)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (617,882)
<NET-ASSETS> 627,668,878
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39,925,070
<OTHER-INCOME> 0
<EXPENSES-NET> 2,893,252
<NET-INVESTMENT-INCOME> 37,031,818
<REALIZED-GAINS-CURRENT> 2,502,624
<APPREC-INCREASE-CURRENT> 7,711,106
<NET-CHANGE-FROM-OPS> 42,240,300
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 598,573
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,404,698
<NUMBER-OF-SHARES-REDEEMED> 1,936,518
<SHARES-REINVESTED> 66,854
<NET-CHANGE-IN-ASSETS> (48,464,140)
<ACCUMULATED-NII-PRIOR> 42,586,453
<ACCUMULATED-GAINS-PRIOR> (46,579,546)
<OVERDISTRIB-NII-PRIOR> (2,129,902)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,535,709
<INTEREST-EXPENSE> 1,314
<GROSS-EXPENSE> 3,312,334
<AVERAGE-NET-ASSETS> 10,222,774
<PER-SHARE-NAV-BEGIN> 9.77
<PER-SHARE-NII> 0.548
<PER-SHARE-GAIN-APPREC> 0.071
<PER-SHARE-DIVIDEND> 0.745
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.82
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 033
<NAME> GS ADJUSTABLE RATE GOVERNMENT FUND-INSTITUTIONAL CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 618,544,961
<INVESTMENTS-AT-VALUE> 617,783,125
<RECEIVABLES> 15,355,635
<ASSETS-OTHER> 209,539
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 633,348,299
<PAYABLE-FOR-SECURITIES> 3,134,490
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,544,931
<TOTAL-LIABILITIES> 5,679,421
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 680,810,720
<SHARES-COMMON-STOCK> 62,407,407
<SHARES-COMMON-PRIOR> 67,312,163
<ACCUMULATED-NII-CURRENT> 37,031,818
<OVERDISTRIBUTION-NII> (3,441,783)
<ACCUMULATED-NET-GAINS> (49,082,177)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (617,882)
<NET-ASSETS> 627,668,878
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39,925,070
<OTHER-INCOME> 0
<EXPENSES-NET> 2,893,252
<NET-INVESTMENT-INCOME> 37,031,818
<REALIZED-GAINS-CURRENT> 2,502,624
<APPREC-INCREASE-CURRENT> 7,711,106
<NET-CHANGE-FROM-OPS> 42,240,300
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 37,537,595
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 39,981,299
<NUMBER-OF-SHARES-REDEEMED> 46,666,343
<SHARES-REINVESTED> 1,780,288
<NET-CHANGE-IN-ASSETS> (48,464,140)
<ACCUMULATED-NII-PRIOR> 42,586,453
<ACCUMULATED-GAINS-PRIOR> (46,579,546)
<OVERDISTRIB-NII-PRIOR> (2,129,902)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,535,709
<INTEREST-EXPENSE> 1,314
<GROSS-EXPENSE> 3,312,334
<AVERAGE-NET-ASSETS> 607,428,390
<PER-SHARE-NAV-BEGIN> 9.77
<PER-SHARE-NII> 0.576
<PER-SHARE-GAIN-APPREC> 0.067
<PER-SHARE-DIVIDEND> 0.593
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.82
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 035
<NAME> GS ADJUSTABLE RATE GOVERNMENT FUND-ADMINISTRATION CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 618,544,961
<INVESTMENTS-AT-VALUE> 617,783,125
<RECEIVABLES> 15,355,635
<ASSETS-OTHER> 209,539
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 633,348,299
<PAYABLE-FOR-SECURITIES> 3,134,490
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,544,931
<TOTAL-LIABILITIES> 5,679,421
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 680,810,720
<SHARES-COMMON-STOCK> 385,738
<SHARES-COMMON-PRIOR> 365,725
<ACCUMULATED-NII-CURRENT> 37,031,818
<OVERDISTRIBUTION-NII> (3,441,783)
<ACCUMULATED-NET-GAINS> (49,082,177)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (617,882)
<NET-ASSETS> 627,668,878
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39,925,070
<OTHER-INCOME> 0
<EXPENSES-NET> 2,893,252
<NET-INVESTMENT-INCOME> 37,031,818
<REALIZED-GAINS-CURRENT> 2,502,624
<APPREC-INCREASE-CURRENT> 7,711,106
<NET-CHANGE-FROM-OPS> 42,240,300
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 228,380
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 148,981
<NUMBER-OF-SHARES-REDEEMED> 138,609
<SHARES-REINVESTED> 9,641
<NET-CHANGE-IN-ASSETS> (48,464,140)
<ACCUMULATED-NII-PRIOR> 42,586,453
<ACCUMULATED-GAINS-PRIOR> (46,579,546)
<OVERDISTRIB-NII-PRIOR> (2,129,902)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,535,709
<INTEREST-EXPENSE> 1,314
<GROSS-EXPENSE> 3,312,334
<AVERAGE-NET-ASSETS> 3,751,658
<PER-SHARE-NAV-BEGIN> 9.77
<PER-SHARE-NII> 0.550
<PER-SHARE-GAIN-APPREC> 0.070
<PER-SHARE-DIVIDEND> 0.569
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.82
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 043
<NAME> GS SHORT DURATION TAX-FREE FUND-INSTITUTIONAL
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 36,328,338
<INVESTMENTS-AT-VALUE> 36,530,762
<RECEIVABLES> 3,248,561
<ASSETS-OTHER> 220,619
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39,999,942
<PAYABLE-FOR-SECURITIES> 4,336,434
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 106,856
<TOTAL-LIABILITIES> 4,443,290
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 39,403,964
<SHARES-COMMON-STOCK> 3,494,408
<SHARES-COMMON-PRIOR> 5,871,894
<ACCUMULATED-NII-CURRENT> 1,786,304
<OVERDISTRIBUTION-NII> 90,133
<ACCUMULATED-NET-GAINS> (4,139,869)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 202,424
<NET-ASSETS> 35,556,652
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,979,825
<OTHER-INCOME> 0
<EXPENSES-NET> 193,521
<NET-INVESTMENT-INCOME> 1,786,304
<REALIZED-GAINS-CURRENT> 331,638
<APPREC-INCREASE-CURRENT> (396,071)
<NET-CHANGE-FROM-OPS> 1,721,871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,766,892
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,085,253
<NUMBER-OF-SHARES-REDEEMED> 4,601,865
<SHARES-REINVESTED> 139,126
<NET-CHANGE-IN-ASSETS> (23,332,657)
<ACCUMULATED-NII-PRIOR> 2,814,454
<ACCUMULATED-GAINS-PRIOR> (4,471,507)
<OVERDISTRIB-NII-PRIOR> 67,398
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 169,796
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 431,618
<AVERAGE-NET-ASSETS> 41,951,989
<PER-SHARE-NAV-BEGIN> 9.94
<PER-SHARE-NII> 0.419
<PER-SHARE-GAIN-APPREC> 0.03
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.96
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 045
<NAME> GS SHORT DURATION TAX-FREE FUND-ADMINISTRATION
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 36,328,338
<INVESTMENTS-AT-VALUE> 36,530,762
<RECEIVABLES> 3,248,561
<ASSETS-OTHER> 220,619
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39,999,942
<PAYABLE-FOR-SECURITIES> 4,336,434
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 106,856
<TOTAL-LIABILITIES> 4,443,290
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 39,403,964
<SHARES-COMMON-STOCK> 4,845
<SHARES-COMMON-PRIOR> 4,614
<ACCUMULATED-NII-CURRENT> 1,786,304
<OVERDISTRIBUTION-NII> 90,133
<ACCUMULATED-NET-GAINS> (4,139,869)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 202,424
<NET-ASSETS> 35,556,652
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,979,825
<OTHER-INCOME> 0
<EXPENSES-NET> 193,521
<NET-INVESTMENT-INCOME> 1,786,304
<REALIZED-GAINS-CURRENT> 331,638
<APPREC-INCREASE-CURRENT> (396,071)
<NET-CHANGE-FROM-OPS> 1,721,871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,032
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,672
<NUMBER-OF-SHARES-REDEEMED> 10,644
<SHARES-REINVESTED> 203
<NET-CHANGE-IN-ASSETS> (23,332,657)
<ACCUMULATED-NII-PRIOR> 2,814,454
<ACCUMULATED-GAINS-PRIOR> (4,471,507)
<OVERDISTRIB-NII-PRIOR> 67,398
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 169,796
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 431,618
<AVERAGE-NET-ASSETS> 51,455
<PER-SHARE-NAV-BEGIN> 9.94
<PER-SHARE-NII> 0.394
<PER-SHARE-GAIN-APPREC> 0.03
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.96
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 046
<NAME> GS SHORT DURATION TAX-FREE FUND-SERVICE CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 36,328,338
<INVESTMENTS-AT-VALUE> 36,530,762
<RECEIVABLES> 3,248,561
<ASSETS-OTHER> 220,619
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39,999,942
<PAYABLE-FOR-SECURITIES> 4,336,434
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 106,856
<TOTAL-LIABILITIES> 4,443,290
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 39,403,964
<SHARES-COMMON-STOCK> 69,696
<SHARES-COMMON-PRIOR> 45,968
<ACCUMULATED-NII-CURRENT> 1,786,304
<OVERDISTRIBUTION-NII> 90,133
<ACCUMULATED-NET-GAINS> (4,139,869)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 202,424
<NET-ASSETS> 35,556,652
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,979,825
<OTHER-INCOME> 0
<EXPENSES-NET> 193,521
<NET-INVESTMENT-INCOME> 1,786,304
<REALIZED-GAINS-CURRENT> 331,638
<APPREC-INCREASE-CURRENT> (396,071)
<NET-CHANGE-FROM-OPS> 1,721,871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 17,380
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 137,557
<NUMBER-OF-SHARES-REDEEMED> 115,450
<SHARES-REINVESTED> 1,621
<NET-CHANGE-IN-ASSETS> (23,332,657)
<ACCUMULATED-NII-PRIOR> 2,814,454
<ACCUMULATED-GAINS-PRIOR> (4,471,507)
<OVERDISTRIB-NII-PRIOR> 67,398
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 169,796
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 431,618
<AVERAGE-NET-ASSETS> 465,762
<PER-SHARE-NAV-BEGIN> 9.95
<PER-SHARE-NII> 0.370
<PER-SHARE-GAIN-APPREC> 0.02
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.97
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 071
<NAME> GOLDMAN SACHS GOVERNMENT INCOME FUND-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 38,555,545
<INVESTMENTS-AT-VALUE> 38,632,147
<RECEIVABLES> 3,312,925
<ASSETS-OTHER> 106,431
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 42,051,503
<PAYABLE-FOR-SECURITIES> 11,129,422
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 84,659
<TOTAL-LIABILITIES> 11,214,081
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,678,648
<SHARES-COMMON-STOCK> 2,131,467
<SHARES-COMMON-PRIOR> 2,038,356
<ACCUMULATED-NII-CURRENT> 1,900,328
<OVERDISTRIBUTION-NII> 53,331
<ACCUMULATED-NET-GAINS> (45,759)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 151,202
<NET-ASSETS> 30,837,422
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,048,891
<OTHER-INCOME> 0
<EXPENSES-NET> 148,563
<NET-INVESTMENT-INCOME> 1,900,328
<REALIZED-GAINS-CURRENT> 47,581
<APPREC-INCREASE-CURRENT> (257,605)
<NET-CHANGE-FROM-OPS> 1,690,304
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,898,372
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 607,156
<NUMBER-OF-SHARES-REDEEMED> 626,797
<SHARES-REINVESTED> 112,752
<NET-CHANGE-IN-ASSETS> 1,334,823
<ACCUMULATED-NII-PRIOR> 1,357,262
<ACCUMULATED-GAINS-PRIOR> (57,089)
<OVERDISTRIB-NII-PRIOR> 36,251
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 148,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 560,207
<AVERAGE-NET-ASSETS> 29,562,659
<PER-SHARE-NAV-BEGIN> 14.47
<PER-SHARE-NII> 0.92
<PER-SHARE-GAIN-APPREC> (0.11)
<PER-SHARE-DIVIDEND> 0.92
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.36
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BE REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 072
<NAME> GOLDMAN SACHS GOVERNMENT INCOME FUND-CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 38,555,545
<INVESTMENTS-AT-VALUE> 38,632,147
<RECEIVABLES> 3,312,925
<ASSETS-OTHER> 106,431
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 42,051,503
<PAYABLE-FOR-SECURITIES> 11,129,422
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 84,659
<TOTAL-LIABILITIES> 11,214,081
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,678,648
<SHARES-COMMON-STOCK> 16,317
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,900,328
<OVERDISTRIBUTION-NII> 53,331
<ACCUMULATED-NET-GAINS> (45,759)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 151,202
<NET-ASSETS> 30,837,422
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,048,891
<OTHER-INCOME> 0
<EXPENSES-NET> 148,563
<NET-INVESTMENT-INCOME> 1,900,328
<REALIZED-GAINS-CURRENT> 47,581
<APPREC-INCREASE-CURRENT> (257,605)
<NET-CHANGE-FROM-OPS> 1,690,304
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,324
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17,470
<NUMBER-OF-SHARES-REDEEMED> 1,378
<SHARES-REINVESTED> 225
<NET-CHANGE-IN-ASSETS> 1,334,823
<ACCUMULATED-NII-PRIOR> 1,357,262
<ACCUMULATED-GAINS-PRIOR> (57,089)
<OVERDISTRIB-NII-PRIOR> 36,251
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 148,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 560,207
<AVERAGE-NET-ASSETS> 117,958
<PER-SHARE-NAV-BEGIN> 14.11
<PER-SHARE-NII> 0.41
<PER-SHARE-GAIN-APPREC> 0.26
<PER-SHARE-DIVIDEND> 0.41
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.37
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 081
<NAME> GOLDMAN SACHS MUNICIPAL INCOME FUND-CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 57,077,902
<INVESTMENTS-AT-VALUE> 58,069,031
<RECEIVABLES> 700,862
<ASSETS-OTHER> 107,990
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58,877,883
<PAYABLE-FOR-SECURITIES> 6,076,685
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 278,798
<TOTAL-LIABILITIES> 6,355,483
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 52,495,830
<SHARES-COMMON-STOCK> 3,637,437
<SHARES-COMMON-PRIOR> 3,796,312
<ACCUMULATED-NII-CURRENT> 2,420,375
<OVERDISTRIBUTION-NII> 60,331
<ACCUMULATED-NET-GAINS> (1,024,890)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 991,129
<NET-ASSETS> 52,522,400
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,869,729
<OTHER-INCOME> 0
<EXPENSES-NET> 449,354
<NET-INVESTMENT-INCOME> 2,420,375
<REALIZED-GAINS-CURRENT> 1,239,690
<APPREC-INCREASE-CURRENT> (513,085)
<NET-CHANGE-FROM-OPS> 3,146,980
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,418,570
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 431,736
<NUMBER-OF-SHARES-REDEEMED> 694,685
<SHARES-REINVESTED> 104,074
<NET-CHANGE-IN-ASSETS> (1,274,834)
<ACCUMULATED-NII-PRIOR> 2,466,930
<ACCUMULATED-GAINS-PRIOR> (2,264,580)
<OVERDISTRIB-NII-PRIOR> 42,738
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 211,283
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 819,482
<AVERAGE-NET-ASSETS> 52,770,109
<PER-SHARE-NAV-BEGIN> 14.17
<PER-SHARE-NII> 0.65
<PER-SHARE-GAIN-APPREC> 0.20
<PER-SHARE-DIVIDEND> 0.65
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.37
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 082
<NAME> GOLDMAN SACHS MUNICIPAL INCOME FUND-CLASS B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 57,077,902
<INVESTMENTS-AT-VALUE> 58,069,031
<RECEIVABLES> 700,862
<ASSETS-OTHER> 107,990
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58,877,883
<PAYABLE-FOR-SECURITIES> 6,076,685
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 278,798
<TOTAL-LIABILITIES> 6,355,483
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 52,495,830
<SHARES-COMMON-STOCK> 17,778
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2,420,375
<OVERDISTRIBUTION-NII> 60,331
<ACCUMULATED-NET-GAINS> (1,024,890)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 991,129
<NET-ASSETS> 52,522,400
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,869,729
<OTHER-INCOME> 0
<EXPENSES-NET> 449,354
<NET-INVESTMENT-INCOME> 2,420,375
<REALIZED-GAINS-CURRENT> 1,239,690
<APPREC-INCREASE-CURRENT> (513,085)
<NET-CHANGE-FROM-OPS> 3,146,980
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,805
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17,760
<NUMBER-OF-SHARES-REDEEMED> 109
<SHARES-REINVESTED> 127
<NET-CHANGE-IN-ASSETS> (1,274,834)
<ACCUMULATED-NII-PRIOR> 2,466,930
<ACCUMULATED-GAINS-PRIOR> (2,264,580)
<OVERDISTRIB-NII-PRIOR> 42,738
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 211,283
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 819,482
<AVERAGE-NET-ASSETS> 101,209
<PER-SHARE-NAV-BEGIN> 14.03
<PER-SHARE-NII> 0.27
<PER-SHARE-GAIN-APPREC> 0.34
<PER-SHARE-DIVIDEND> 0.27
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.37
<EXPENSE-RATIO> 1.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 093
<NAME> GS CORE FIXED INCOME FUND-INSTITUTIONAL CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 84,035,320
<INVESTMENTS-AT-VALUE> 84,866,715
<RECEIVABLES> 5,498,608
<ASSETS-OTHER> 189,647
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,554,970
<PAYABLE-FOR-SECURITIES> 17,313,687
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 96,864
<TOTAL-LIABILITIES> 17,410,551
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 72,421,889
<SHARES-COMMON-STOCK> 7,312,322
<SHARES-COMMON-PRIOR> 5,549,690
<ACCUMULATED-NII-CURRENT> 4,013,477
<OVERDISTRIBUTION-NII> 33,551
<ACCUMULATED-NET-GAINS> (240,632)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 929,611
<NET-ASSETS> 73,144,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,292,039
<OTHER-INCOME> 0
<EXPENSES-NET> 278,562
<NET-INVESTMENT-INCOME> 4,013,477
<REALIZED-GAINS-CURRENT> (253,420)
<APPREC-INCREASE-CURRENT> (75,350)
<NET-CHANGE-FROM-OPS> 3,684,707
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,019,797
<DISTRIBUTIONS-OF-GAINS> 450,016
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,094,833
<NUMBER-OF-SHARES-REDEEMED> 769,104
<SHARES-REINVESTED> 436,903
<NET-CHANGE-IN-ASSETS> 17,642,141
<ACCUMULATED-NII-PRIOR> 2,248,195
<ACCUMULATED-GAINS-PRIOR> 462,804
<OVERDISTRIB-NII-PRIOR> 40,202
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 246,568
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 511,627
<AVERAGE-NET-ASSETS> 65,940,884
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.801
<PER-SHARE-GAIN-APPREC> (0.146)
<PER-SHARE-DIVIDEND> 0.724
<PER-SHARE-DISTRIBUTIONS> 0.081
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.85
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 095
<NAME> GS CORE FIXED INCOME FUND-ADMINISTRATION CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 84,035,320
<INVESTMENTS-AT-VALUE> 84,866,715
<RECEIVABLES> 5,498,608
<ASSETS-OTHER> 189,647
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,554,970
<PAYABLE-FOR-SECURITIES> 17,313,687
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 96,864
<TOTAL-LIABILITIES> 17,410,551
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 72,421,889
<SHARES-COMMON-STOCK> 71,240
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4,013,477
<OVERDISTRIBUTION-NII> 33,551
<ACCUMULATED-NET-GAINS> (240,632)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 929,611
<NET-ASSETS> 73,144,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,292,039
<OTHER-INCOME> 0
<EXPENSES-NET> 278,562
<NET-INVESTMENT-INCOME> 4,013,477
<REALIZED-GAINS-CURRENT> (253,420)
<APPREC-INCREASE-CURRENT> (75,350)
<NET-CHANGE-FROM-OPS> 3,684,707
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19,144
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 106,074
<NUMBER-OF-SHARES-REDEEMED> 36,681
<SHARES-REINVESTED> 1,847
<NET-CHANGE-IN-ASSETS> 17,642,141
<ACCUMULATED-NII-PRIOR> 2,248,195
<ACCUMULATED-GAINS-PRIOR> 462,804
<OVERDISTRIB-NII-PRIOR> 40,202
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 246,568
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 511,627
<AVERAGE-NET-ASSETS> 629,251
<PER-SHARE-NAV-BEGIN> 9.91
<PER-SHARE-NII> 0.408
<PER-SHARE-GAIN-APPREC> (0.070)
<PER-SHARE-DIVIDEND> 0.408
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.84
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDMAN
SACHS TRUST'S ANNUAL REPORT DATED OCTOBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 096
<NAME> GS CORE FIXED INCOME FUND-SERVICE CLASS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 84,035,320
<INVESTMENTS-AT-VALUE> 84,866,715
<RECEIVABLES> 5,498,608
<ASSETS-OTHER> 189,647
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,554,970
<PAYABLE-FOR-SECURITIES> 17,313,687
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 96,864
<TOTAL-LIABILITIES> 17,410,551
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 72,421,889
<SHARES-COMMON-STOCK> 38,782
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4,013,477
<OVERDISTRIBUTION-NII> 33,551
<ACCUMULATED-NET-GAINS> (240,632)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 929,611
<NET-ASSETS> 73,144,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,292,039
<OTHER-INCOME> 0
<EXPENSES-NET> 278,562
<NET-INVESTMENT-INCOME> 4,013,477
<REALIZED-GAINS-CURRENT> (253,420)
<APPREC-INCREASE-CURRENT> (75,350)
<NET-CHANGE-FROM-OPS> 3,684,707
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,349
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 43,525
<NUMBER-OF-SHARES-REDEEMED> 5,292
<SHARES-REINVESTED> 549
<NET-CHANGE-IN-ASSETS> 17,642,141
<ACCUMULATED-NII-PRIOR> 2,248,195
<ACCUMULATED-GAINS-PRIOR> 462,804
<OVERDISTRIB-NII-PRIOR> 40,202
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 246,568
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 511,627
<AVERAGE-NET-ASSETS> 352,754
<PER-SHARE-NAV-BEGIN> 9.77
<PER-SHARE-NII> 0.376
<PER-SHARE-GAIN-APPREC> 0.090
<PER-SHARE-DIVIDEND> 0.375
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.86
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
