<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
1933 Act Registration No. 33-17619
1940 Act Registration No. 811-5349
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________
Form N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ( X )
Post-Effective Amendment No. 56( X )
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 ( X )
Amendment No. 58( X )
(Check appropriate box or boxes)
__________
GOLDMAN SACHS TRUST
(Exact name of registrant as specified in charter)
4900 Sears Tower
Chicago, Illinois 60606-6303
(Address of principal executive offices)
Registrant's Telephone Number,
including Area Code 312-993-4400
____________
Michael J. Richman, Esq. Copies to:
Goldman, Sachs & Co. Jeffrey A. Dalke, Esq.
85 Broad Street - 12th Floor Drinker Biddle & Reath LLP
New York, New York 10004 One Logan Square
18th and Cherry Streets
(Name and address of agent for service) Philadelphia, PA 19103
It is proposed that this filing will become effective (check appropriate box)
( ) Immediately upon filing pursuant to paragraph (b)
( ) On (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(1)
( ) On (date) pursuant to paragraph (a)(1)
(X) 75 days after filing pursuant to paragraph (a)(2)
( ) On (date) pursuant to paragraph (a)(2) of rule 485.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement +
+becomes effective. This prospectus shall not constitute an offer to sell or +
+the solicitation of an offer to buy nor shall there be any sale of these +
+securities in any State in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Preliminary Prospectus dated September 16, 1999
Subject to Completion
Prospectus
Class A, B
and C Shares
November 30, 1999
.Goldman
Sachs
Balanced
Fund
GOLDMAN SACHS DOMESTIC EQUITY FUNDS
.Goldman
Sachs
Growth and
Income
[Artwork to Appear Here] Fund
.Goldman
Sachs CORE
Large Cap
Value Fund
.Goldman
Sachs CORE
U.S.
Equity
Fund
.Goldman
Sachs CORE
Large Cap
Growth
Fund
.Goldman
Sachs CORE
Small Cap
Equity
Fund
.Goldman
Sachs
Capital
Growth
Fund
.Goldman
Sachs
Strategic
Growth
Fund
.Goldman
Sachs
Growth
Opportunities
Fund
.Goldman
Sachs Mid
Cap Value
Fund
(formerly
"Mid Cap
Equity")
.Goldman
Sachs
THE SECURITIES AND EXCHANGE COMMISSION Small Cap
HAS NOT APPROVED OR DISAPPROVED THESE Value Fund
SECURITIES OR PASSED UPON THE ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION .Goldman
TO THE CONTRARY IS A CRIMINAL OFFENSE. Sachs
Large Cap
Value Fund
AN INVESTMENT IN A FUND IS NOT A BANK
DEPOSIT AND IS NOT INSURED BY THE [LOGO OF GOLDMAN SACHS APPEARS HERE]
FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL.
<PAGE>
General Investment Management Approach
Goldman Sachs Asset Management, a separate operating division of Goldman,
Sachs & Co. ("Goldman Sachs"), serves as investment adviser to the Balanced,
Growth and Income, CORE Large Cap Value, CORE Large Cap Growth, CORE Small
Cap Equity, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap
Value and Large Cap Value Funds. Goldman Sachs Funds Management, L.P. serves
as investment adviser to the CORE U.S. Equity and Capital Growth Funds.
Goldman Sachs Asset Management and Goldman Sachs Funds Management, L.P. are
each referred to in this Prospectus as the "Investment Adviser."
VALUE STYLE FUNDS
Goldman Sachs' Value Investment Philosophy:
Through intensive, hands-on research our portfolio team seeks to identify:
1. Attractive valuation opportunities where:
..The intrinsic value of the business is not reflected in the stock price
..The stock price is overdiscounted due to a temporary event
2. Well-positioned businesses that have:
..Attractive returns on capital
..Sustainable earnings and cash flow
..Strong company management focused on long-term returns to shareholders
Business quality, conservative valuation, and thoughtful portfolio construc-
tion are the key elements of our value approach.
- --------------------------------------------------------------------------------
GROWTH STYLE FUNDS
Goldman Sachs' Growth Investment Philosophy:
1. Invest as if buying the company/business, not simply trading its stock:
..Understand the business, management, products and competition.
..Perform intensive, hands-on fundamental research.
..Seek businesses with strategic competitive advantages.
..Over the long-term, expect each company's stock price ultimately to track
the growth of the business.
A-1
<PAGE>
2. Buy high-quality growth businesses that possess strong business fran-
chises, favorable long-term prospects and excellent management.
3. Purchase superior long-term growth companies at a favorable price--seek
to purchase at a fair valuation, giving the investor the potential to
fully capture returns from above-average growth rates.
Growth companies have earnings expectations that exceed those of the stock
market as a whole.
- --------------------------------------------------------------------------------
QUANTITATIVE ("CORE") STYLE FUNDS
Goldman Sachs' CORE Investment Philosophy:
Goldman Sachs' quantitative style of funds--CORE--emphasizes the two build-
ing blocks of active management: stock selection and portfolio construction.
I. CORE Stock Selection
The CORE Funds use the Goldman Sachs' proprietary multifactor model
("Multifactor Model"), a rigorous computerized rating system, to forecast
the returns of securities held in each Fund's portfolio. The Multifactor
Model incorporates common variables covering measures of:
..Value (price-to-book, price-to-earnings, cash flow to enterprise value)
..Momentum (earnings momentum, price momentum, sustainable growth)
..Risk (market risk, company-specific risk, earnings risk)
..Research (fundamental research ratings of Goldman Sachs and other analysts)
All of the above factors are carefully evaluated within the Multifactor
Model since each has demonstrated a significant impact on the performance of
the securities and markets they were designed to forecast. Stock selection
in this process combines both our quantitative and qualitative analysis.
II. CORE Portfolio Construction
A proprietary computer optimizer calculates every security combination (at
every possible weighting) to construct the most efficient risk/return port-
folio given each CORE Fund benchmark. In this process, the Investment
Adviser manages risk by limiting deviations from the benchmark, running size
and sector neutral portfolios.
Goldman Sachs CORE Funds are fully invested, broadly diversified and offer
consistent overall portfolio characteristics. They may serve as good founda-
tions on which to build a portfolio.
- --------------------------------------------------------------------------------
A-2
<PAGE>
Fund Investment Objectives and Strategies
Goldman Sachs
Balanced Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and current income
Benchmarks: S&P 500 Index and Lehman Brothers Aggregate Bond Index
Investment Focus: Large capitalization U.S. stocks and fixed-income securi-
ties
Investment Style: Asset Allocation, with growth and value (blend) equity
components
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term growth of capital and current income.
The Fund seeks growth of capital primarily through investments in equity
securities (stocks). The Fund seeks to provide current income through
investment in fixed-income securities (bonds).
PRINCIPAL INVESTMENT STRATEGIES
Historically, stock and bond markets have often had different cycles, with
one asset class rising when the other is falling. A balanced objective seeks
to reduce the volatility associated with investing in a single market. There
is no guarantee, however, that market cycles will move in opposition to one
another or that a balanced investment program will successfully reduce vola-
tility.
Equity Securities. The Fund invests, under normal circumstances, between 45%
and 65% of its total assets in equity securities. Although the Fund's equity
investments consist primarily of publicly traded U.S. securities, the Fund
may invest up to 10% of its total assets in the equity securities of foreign
issuers, including issuers in countries with emerging markets or economies
("emerging countries") and equity securities quoted in foreign currencies.
A portion of the Fund's portfo-
A-3
<PAGE>
lio of equity securities may be selected primarily to provide current income
(including interests in REITs, convertible securities, preferred stocks,
utility stocks, and interests in limited partnerships).
Other. The Fund invests at least 25% of its total assets in fixed-income
senior securities. The remainder of the Fund's assets are invested in other
fixed-income securities and cash.
The Fund's fixed-income securities primarily include:
..Securities issued by the U.S. government, its agencies, instrumentalities
or sponsored enterprises
..Securities issued by corporations, banks and other issuers
..Mortgage-backed and asset-backed securities
The Fund may also invest up to 10% of its total assets in debt obligations
(U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities and foreign corporations or other entities. The issuers of
these securities may be located in emerging countries.
The percentage of the portfolio invested in equity and fixed-income securi-
ties will vary from time to time as the Investment Adviser evaluates such
securities' relative attractiveness based on market valuations, economic
growth and inflation prospects. The allocation between equity and fixed-
income securities is subject to the Fund's intention to pay regular quar-
terly dividends. The amount of quarterly dividends can also be expected to
fluctuate in accordance with factors such as prevailing interest rates and
the percentage of the Fund's assets invested in fixed-income securities.
A-4
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Growth and Income Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and growth of income
Benchmark: S&P 500 Index
Investment Focus:
Large capitalization U.S. equity securities with an
emphasis on undervalued stocks
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and growth of income.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
65% of its total assets in equity securities that the Investment Adviser
considers to have favorable prospects for capital appreciation and/or divi-
dend-paying ability. Although the Fund will invest primarily in publicly
traded U.S. securities, it may invest up to 25% of its total assets in for-
eign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
Other. The Fund may also invest up to 35% of its total assets in fixed-
income securities, such as corporate debt and bank obligations, that offer
the potential to further the Fund's investment objective.
A-5
<PAGE>
Goldman Sachs
CORE Large Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and dividend income
Benchmark: Russell 1000 Value Index
Investment Focus: Diversified portfolio of equity securities of large-cap
U.S. issuers selling at low to modest valuations
Investment Style: Quantitative, applied to large-cap value stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and dividend income. The Fund
seeks this objective through a broadly diversified portfolio of equity secu-
rities of large-cap U.S. issuers that are selling at low to modest valua-
tions relative to general market measures, such as earnings, book value and
other fundamental accounting measures, and that are expected to have favora-
ble prospects for capital appreciation and/or dividend-paying ability.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the Russell 1000 Value Index. The Fund seeks a
portfolio comprised of companies with above average capitalizations and low
to moderate valuations as measured by price/earnings ratios, book value and
other fundamental accounting measures.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-6
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
CORE U.S. Equity Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and dividend income
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities
Investment Style: Quantitative, applied to large-cap
growth and value (blend) stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and dividend income. The Fund
seeks this objective through a broadly diversified portfolio of large-cap
and blue chip equity securities representing all major sectors of the U.S.
economy.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the S&P 500 Index. The Fund seeks a broad repre-
sentation in most major sectors of the U.S. economy and a portfolio com-
prised of companies with average long-term earnings growth expectations and
dividend yields.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-7
<PAGE>
Goldman Sachs
CORE Large Cap Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital; dividend income is a
secondary consideration
Benchmark: Russell 1000 Growth Index
Investment Focus: Large-cap, growth-oriented U.S. stocks
Investment Style: Quantitative, applied to large-cap growth stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital. The Fund seeks this objective
through a broadly diversified portfolio of equity securities of large-cap
U.S. issuers that are expected to have better prospects for earnings growth
than the growth rate of the general domestic economy. Dividend income is a
secondary consideration.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Investment Adviser emphasizes a company's growth prospects in analyzing
equity securities to be purchased by the Fund. The Fund's investments are
selected using both a variety of quantitative techniques and fundamental
research in seeking to maximize the Fund's expected return, while maintain-
ing risk, style, capitalization and industry characteristics similar to the
Russell 1000 Growth Index. The Fund seeks a portfolio comprised of companies
with above average capitalizations and earnings growth expectations and
below average dividend yields.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-8
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
CORE Small Cap Equity Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: Russell 2000 Index
Investment Focus: Stocks of small capitalization U.S. companies
Investment Style: Quantitative, applied to small-cap
growth and value (blend) stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital. The Fund seeks this objective
through a broadly diversified portfolio of equity securities of U.S. issuers
which are included in the Russell 2000 Index at the time of investment.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the Russell 2000 Index. The Fund seeks a portfo-
lio comprised of companies with small market capitalizations, strong
expected earnings growth and momentum, and better valuation and risk charac-
teristics than the Russell 2000 Index. If the issuer of a portfolio security
held by the Fund is no longer included in the Russell 2000 Index, the Fund
may, but is not required to, sell the security.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-9
<PAGE>
Goldman Sachs
Capital Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities that offer long-term
capital appreciation potential
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks to achieve its
investment objective by investing in a diversified portfolio of equity secu-
rities that are considered by the Investment Adviser to have long-term capi-
tal appreciation potential. Although the Fund invests primarily in publicly
traded U.S. securities, it may invest up to 10% of its total assets in for-
eign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
A-10
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Strategic Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities that are considered to
be strategically positioned for consistent long-term
growth
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks to achieve its
investment objective by investing in a diversified portfolio of equity secu-
rities that are considered by the Investment Adviser to be strategically
positioned for consistent long-term growth. Although the Fund invests pri-
marily in publicly traded U.S. securities, it may invest up to 10% of its
total assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
A-11
<PAGE>
Goldman Sachs
Growth Opportunities Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P Midcap 400 Index
Investment Focus: U.S. equity securities that offer long-term capital
appreciation with a primary focus on mid-capitalization
companies
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities with a primary focus on mid-cap
companies. The Fund seeks to achieve its investment objective by investing
in a diversified portfolio of equity securities that are considered by the
Investment Adviser to be strategically positioned for long-term growth.
Although the Fund invests primarily in publicly traded U.S. securities, it
may invest up to 10% of its total assets in foreign securities, including
securities of issuers in emerging countries and securities quoted in foreign
currencies.
A-12
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Mid Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term capital appreciation
Benchmark: Russell Midcap Index
Investment Focus: Mid-capitalization U.S. stocks that are believed
to be undervalued or undiscovered by the marketplace
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, substan-
tially all of its assets in equity securities and at least 65% of its total
assets in equity securities of mid-cap companies with public stock market
capitalizations (based upon shares available for trading on an unrestricted
basis) within the range of the market capitalization of companies constitut-
ing the Russell Midcap Index at the time of investment (currently between
$400 million and $16 billion). If the capitalization of an issuer decreases
below $400 million or increases above $16 billion after purchase, the Fund
may, but is not required to, sell the securities. Dividend income, if any,
is an incidental consideration. Although the Fund will invest primarily in
publicly traded U.S. securities, it may invest up to 25% of its total assets
in foreign securities, including securities of issuers in emerging countries
and securities quoted in foreign currencies.
Other. The Fund may also invest up to 35% of its total assets in fixed-
income securities, such as corporate debt and bank obligations.
A-13
<PAGE>
Goldman Sachs
Small Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: Russell 2000 Index
Investment Focus: Small-capitalization U.S. stocks that are believed to be
undervalued or undiscovered by the marketplace
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
65% of its total assets in equity securities of companies with public stock
market capitalizations of $1 billion or less at the time of investment.
Under normal circumstances, the Fund's investment horizon for ownership of
stocks will be two to three years. Dividend income, if any, is an incidental
consideration. If the market capitalization of a company held by the Fund
increases above $1 billion, the Fund may, consistent with its investment
objective, continue to hold the security.
The Fund invests in companies which the Investment Adviser believes are
well- managed niche businesses that have the potential to achieve high or
improving returns on capital and/or above average sustainable growth. The
Fund may invest in securities of small market capitalization companies which
may have experienced financial difficulties. Investments may also be made in
companies that are in the early stages of their life and that the Investment
Adviser believes have significant growth potential. The Investment Adviser
believes that the companies in which the Fund may invest offer greater
opportunity for growth of capital than larger, more mature, better known
companies. Although the Fund will invest primarily in publicly traded U.S.
securities, it may invest up to 25% of its total assets in foreign securi-
ties, including securities of issuers in emerging countries and securities
quoted in foreign currencies.
Other. The Fund may invest in the aggregate up to 35% of its total assets in
companies with public stock market capitalizations in excess of $1 billion
at the time of investment and in fixed-income securities, such as corporate
debt and bank obligations.
A-14
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Large Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective:
Long-term capital appreciation
Benchmark:
Russell 1000 Value Index
Investment Focus:
Large capitalization U.S. equity securities that are
believed to be undervalued
Investment Style:
Value
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks its investment
objective by investing in value opportunities that the Investment Adviser
defines as companies with identifiable competitive advantages whose intrin-
sic value is not reflected in the stock price. Although the Fund will invest
primarily in publicly traded U.S. securities, it may invest up to 25% of its
total assets in foreign securities, including securities quoted in foreign
currencies.
Other. The Fund may invest up to 10% of its total assets in fixed-income
securities, such as corporate debt and bank obligations.
A-15
<PAGE>
Other Investment Practices and Securities
The table below identifies some of the investment techniques that may (but are
not required to) be used by the Funds in seeking to achieve their investment
objectives. The table also highlights the differences among the Funds in their
use of these techniques and other investment practices and investment securi-
ties. Numbers in this table show allowable usage only; for actual usage, con-
sult the Fund's annual/semiannual reports. For more information see Appendix A.
10Percent of total assets (italic type)
10Percent of net assets (roman type)
.. No specific percentage
limitation on
usage;limited only by
the objectivesand
strategies of the Fund
<TABLE>
<CAPTION>
Growth CORE CORE
Balanced and Income Large Cap U.S. Equity
Fund Fund Value Fund Fund
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Practices
Borrowings 33 1/3 33 1/3 33 1/3 33 1/3
Credit, currency, index, interest
rate and mortgage swaps . -- -- --
Cross Hedging of Currencies . -- -- --
Custodial receipts . . . .
Equity Swaps 10 10 10 10
Foreign Currency Transactions* ./1/ . . .
Futures Contracts and Options on
Futures Contracts . . ./2/ ./3/
Interest rate caps, floors and
collars . -- -- --
Investment Company Securities
(including World Equity Benchmark
Shares and Standard & Poor's
Depository Receipts) 10 10 10 10
Loan Participations . -- -- --
Mortgage Dollar Rolls . -- -- --
Options on Foreign Currencies/4/ . . . .
Options on Securities and
Securities Indices/5/ . . . .
Repurchase Agreements . . . .
Reverse Repurchase Agreements (for
investment purposes) . -- -- --
Securities Lending 33 1/3 33 1/3 33 1/3 33 1/3
Short Sales Against the Box 25 25 -- --
Unseasoned Companies . . . .
Warrants and Stock Purchase Rights . . . .
When-Issued Securities and Forward
Commitments . . . .
- ------------------------------------------------------------------------------
</TABLE>
- --Not permitted
* Limited by the amount the Fund invests in foreign securities.
1 The Balanced Fund may also enter into forward foreign currency exchange
contracts to seek to increase total return.
2 The CORE Large Cap Value, CORE Large Cap Growth and CORE Small Cap Equity
Funds may enter into futures transactions only with respect to a represen-
tative index.
3 The CORE U.S. Equity Fund may enter into futures transactions only with
respect to the S&P 500 Index.
4 May purchase and sell call and put options.
5 May sell covered call and put options and purchase call and put options.
A-16
<PAGE>
OTHER INVESTMENT PRACTICES AND SECURITIES
<TABLE>
<CAPTION>
CORE CORE Capital Strategic Growth Mid Cap Small Cap Large Cap
Large Cap Small Cap Growth Growth Opportunities Value Value Value
Growth Fund Equity Fund Fund Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
33
1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
. . . . . . . .
10 10 10 10 10 10 10 10
. . . . . . . .
./2/ ./2/ . . . . . .
-- -- -- -- -- -- -- --
10 10 10 10 10 10 10 10
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
. . . . . . . .
. . . . . . . .
. . . . . . . .
-- -- -- -- -- -- -- --
33
1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
-- -- 25 25 25 25 25 25
. . . . . . . .
. . . . . . . .
. . . . . . . .
- ---------------------------------------------------------------------------------------
</TABLE>
A-17
<PAGE>
/10/Percent of total assets (italic type)
/10/Percent of net assets (roman type)
.. No specific percentage
limitation on usage;
limited only by the
objectives and strategies
of the Fund
- --Not permitted
<TABLE>
<CAPTION>
Growth CORE CORE
Balanced and Income Large Cap U.S. Equity
Fund Fund Value Fund Fund
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Securities
American, European and Global
Depository Receipts . . ./6/ ./6/
Asset-Backed and Mortgage-Backed
Securities/15/ . . -- --
Bank Obligations/15/ . . . .
Convertible Securities/7/ . . . .
Corporate Debt Obligations/15/ . . ./8/ ./8/
Equity Securities 45-65 65+ 90+ 90+
Emerging Country Securities 10/14/ 25/14/ -- --
Fixed Income Securities/9/ 35-45 35 10/8/ 10/8/
Foreign Securities 10/14/ 25/14/ ./10/ ./10/
Foreign Government Securities/15/ 10 -- -- --
Municipal Securities . -- -- --
Non-Investment Grade Fixed Income
Securities 10/11/ 10/12/ -- --
Real Estate Investment Trusts . . . .
Stripped Mortgage Backed
Securities/15/ . -- -- --
Structured Securities/15/ . . . .
Temporary Investments 100 100 35 35
U.S. Government Securities/15/ . . . .
Yield Curve Options and Inverse
Floating Rate Securities . -- -- --
- -------------------------------------------------------------------------------
</TABLE>
6 The CORE Funds may not invest in European Depository Receipts.
7 Convertible securities purchased by the Balanced Fund must be B or higher by
Standard & Poor's Rating Group ("Standard & Poor's") or Moody's Investor's
Service, Inc. ("Moody's"). The CORE Funds have no minimum rating criteria
and all other Funds use the same rating criteria for convertible and non-
convertible debt securities.
8 Cash equivalents only.
9 Except as noted under "Non-Investment Grade Fixed Income Securities," fixed-
income securities must be investment grade (i.e., BBB or higher by Standard
& Poor's or Baa or higher by Moody's).
10 Equity securities of foreign issuers must be traded in the United States.
11 Must be at least BB or B by Standard & Poor's or Ba or B by Moody's.
12 Limited by the amount the Fund invests in fixed-income securities. May be BB
or lower by Standard & Poor's or Ba or lower by Moody's.
13 Must be B or higher by Standard & Poor's or B or higher by Moody's.
14 The Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth
Opportunities, Mid Cap Value and Small Cap Value Funds may invest in the
aggregate up to 10%, 25%, 10%, 10%, 10%, 25% and 25%, respectively, of their
total assets in foreign securities, including emerging country securities.
15 Limited by the amount the Fund invests in fixed-income securities.
16 The Small Cap Value Fund may invest in the aggregate up to 35% of its total
assets in: (1) the equity securities of companies with public stock market
capitalizations in excess of $1 billion at the time of investment; and (2)
fixed-income securities.
A-18
<PAGE>
OTHER INVESTMENT PRACTICES AND SECURITIES
<TABLE>
<CAPTION>
CORE CORE Capital Strategic Growth Mid Cap Small Cap Large Cap
Large Cap Small Cap Growth Growth Opportunities Value Value Value
Growth Fund Equity Fund Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
./6/ ./6/ . . . . . .
-- -- . . . . . .
. . . . . . . .
. . . . . . . .
./8/ ./8/ . . . . . .
90+ 90+ 90+ 90+ 90+ 65+ 65+ 80+
-- -- 10/14/ 10/14/ 10/14/ 25/14/ 25/14/ --
10/8/ 10/8/ 10 10 10 35 35/16/ 10
./10/ ./10/ 10/14/ 10/14/ 10/14/ 25/14/ 25/14/ 25
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- 10/12/ 10/12/ 10/12/ 10/13/ 35/12/ 10/12/
. . . . . . . .
-- -- -- -- -- -- -- --
. . . . . . . .
35 35 100 100 100 100 100 100
. . . . . . . .
-- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------
</TABLE>
A-19
<PAGE>
Principal Risks of the Funds
Loss of money is a risk of investing in each Fund. An investment in a Fund is
not a deposit of any bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. The following
summarizes important risks that apply to the Funds and may result in a loss of
your investment. None of the Funds should be relied upon as a complete invest-
ment program. There can be no assurance that a Fund will achieve its investment
objective.
<TABLE>
<CAPTION>
CORE CORE CORE
Growth Large CORE Large Small
and Cap U.S. Cap Cap
..Applicable Balanced Income Value Equity Growth Equity
- --Not applicable Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Credit/Default . . . . . .
Foreign . . . . . .
Emerging Countries . . . . . .
Small Cap/REIT -- -- -- -- -- .
Stock . . . . . .
Derivatives . . . . . .
Interest Rate . . . . . .
Management . . . . . .
Market . . . . . .
Liquidity . . . . . .
Other . . . . . .
- ------------------------------------------------------------------------------------
</TABLE>
A-20
<PAGE>
PRINCIPAL RISKS OF THE FUNDS
<TABLE>
<CAPTION>
Mid Small Large
Capital Strategic Growth Cap Cap Cap
Growth Growth Opportunities Value Value Value
Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
. . . . . .
. . . . . .
. . . . . --
-- -- -- . . --
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
- -----------------------------------------------------------------------------------------------
</TABLE>
A-21
<PAGE>
All Funds:
..Credit/Default Risk--The risk that an issuer of fixed-income securities held
by a Fund (which may have low credit ratings) may default on its obligation to
pay interest and repay principal.
..Foreign Risks--The risk that when a Fund invests in foreign securities, it
will be subject to risk of loss not typically associated with domestic
issuers. Loss may result because of less foreign government regulation, less
public information and less economic, political and social stability. Loss may
also result from the imposition of exchange controls, confiscations and other
government restrictions. A Fund will also be subject to the risk of negative
foreign currency rate fluctuations. Foreign risks will normally be greatest
when a Fund invests in issuers located in emerging countries.
..Emerging Countries Risk--The securities markets of Asian, Latin American,
Eastern European, African and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller market capital-
izations, have less government regulation and are not subject to as extensive
and frequent accounting, financial and other reporting requirements as the
securities markets of more developed countries. Further, investment in equity
securities of issuers located in Russia and certain other emerging countries
involves risk of loss resulting from problems in share registration and cus-
tody and substantial economic and political disruptions. These risks are not
normally associated with investment in more developed countries.
..Stock Risk--The risk that stock prices have historically risen and fallen in
periodic cycles. As of the date of this Prospectus, U.S. stock markets and
certain foreign stock markets were trading at or close to record high levels.
There is no guarantee that such levels will continue.
..Derivatives Risk--The risk that loss may result from a Fund's investments in
options, futures, swaps, structured securities and other derivative instru-
ments. These instruments may be leveraged so that small changes may produce
disproportionate losses to a Fund.
..Interest Rate Risk--The risk that when interest rates increase, securities
held by a Fund will decline in value. Long-term fixed-income securities will
normally have more price volatility because of this risk than short-term secu-
rities.
..Management Risk--The risk that a strategy used by the Investment Adviser may
fail to produce the intended results.
..Market Risk--The risk that the value of the securities in which a Fund invests
may go up or down in response to the prospects of individual companies and/or
general economic conditions. Price changes may be temporary or last for
extended periods.
A-22
<PAGE>
PRINCIPAL RISKS OF THE FUNDS
..Liquidity Risk--The risk that a Fund will not be able to pay redemption pro-
ceeds within the time period stated in this Prospectus because of unusual mar-
ket conditions, an unusually high volume of redemption requests, or other rea-
sons. Funds that invest in non-investment grade fixed-income securities, small
capitalization stocks, REITs and emerging country issuers will be especially
subject to the risk that during certain periods the liquidity of particular
issuers or industries, or all securities within these investment categories,
will shrink or disappear suddenly and without warning as a result of adverse
economic, market or political events, or adverse investor perceptions whether
or not accurate. The Goldman Sachs Asset Allocation Portfolios (the "Asset
Allocation Portfolios") expect to invest a significant percentage of their
assets in the Funds and other funds for which Goldman Sachs now or in the
future acts as investment adviser or underwriter. Redemptions by an Asset
Allocation Portfolio of its position in a Fund may further increase liquidity
risk and may impact a Fund's Net Asset Value ("NAV").
..Other Risks--Each Fund is subject to other risks, such as the risk that its
operations, or the value of its portfolio securities, will be disrupted by the
"Year 2000 Problem."
Specific Funds:
..Small Cap Stock and REIT Risk--The securities of small capitalization stocks
and REITs involve greater risks than those associated with larger, more estab-
lished companies and may be subject to more abrupt or erratic price movements.
Securities of such issuers may lack sufficient market liquidity to enable a
Fund to effect sales at an advantageous time or without a substantial drop in
price.
More information about the Funds' portfolio securities and investment tech-
niques, and their associated risks, is provided in Appendix A. You should con-
sider the investment risks discussed in this section and in Appendix A. Both
are important to your investment choice.
A-23
<PAGE>
Fund Performance
HOW THE FUNDS HAVE PERFORMED
The bar chart and table below provide an indication of the risks of invest-
ing in a Fund by showing: (a) changes in the performance of a Fund's Class A
Shares from year to year; and (b) how the average annual returns of a Fund's
Class A, B and C Shares compare to those of broad-based securities market
indices. The bar chart and table assume reinvestment of dividends and dis-
tributions. A Fund's past performance is not necessarily an indication of
how the Fund will perform in the future. The average annual total return
calculation reflects a maximum initial sales charge of 5.5% for Class A
Shares, the assumed contingent deferred sales charge ("CDSC") for Class B
Shares (5% maximum declining to 0% after six years), and the assumed CDSC
for Class C Shares (1% if redeemed within 12 months of purchase). The bar
chart does not reflect the sales loads applicable to Class A Shares. If the
sales loads were reflected, returns would be less. Performance reflects
expense limitations in effect. If expense limitations were not in place, a
Fund's performance would have been reduced. The Large Cap Value Fund com-
menced operations as of the date of this Prospectus. The CORE Large Cap Val-
ue, Strategic Growth and Growth Opportunities Funds did not commence opera-
tions until December 31, 1998, May 24, 1999 and May 24, 1999, respectively.
Since these Funds have less than one calendar year's performance, no perfor-
mance information is provided in this section.
2
<PAGE>
Balanced Fund
FUND PERFORMANCE
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q2 '97 +9.92%
Worst Quarter
Q3 '98 -8.71%
[BAR GRAPH APPEARS HERE]
1995 28.09%
1996 17.68%
1997 19.63%
1998 3.59%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-----------------------------------------------------------------
<S> <C> <C>
Class A (Inception 10/12/94)
Including Sales Charges (2.10)% 14.13%
S&P 500 Index* 28.57% 28.45%
Lehman Brothers Aggregate Bond Index** 8.69% 9.52%
-----------------------------------------------------------------
Class B (Inception 5/1/96)
Including CDSC (2.32)% 11.77%
S&P 500 Index* 28.57% 28.94%
Lehman Brothers Aggregate Bond Index** 8.69% 9.18%
-----------------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC 1.77% 3.18%
S&P 500 Index* 28.57% 24.80%
Lehman Brothers Aggregate Bond Index** 8.69% 9.67%
-----------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
** The Lehman Brothers Aggregate Bond Index is an unmanaged index of bond
prices. The Index figures do not reflect any fees or expenses.
3
<PAGE>
Growth and Income Fund
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q2 '97 +15.18%
Worst Quarter
Q3 '98 -16.97%
[BAR GRAPH APPEARS HERE]
1994 5.91%
1995 33.49%
1996 25.98%
1997 27.89%
1998 -5.44%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year 5 Years Since Inception
--------------------------------------------------------------
<S> <C> <C> <C>
Class A (Inception 2/5/93)
Including Sales Charges (10.65)% 15.27% 14.24%
S&P 500 Index* 28.57% 24.05% 21.42%
--------------------------------------------------------------
Class B (Inception 5/1/96)
Including CDSC (10.74)% N/A 12.33%
S&P 500 Index* 28.57% N/A 28.94%
--------------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC (7.11)% N/A (4.64)%
S&P 500 Index* 28.57% N/A 24.80%
--------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
4
<PAGE>
CORE U.S. Equity Fund
FUND PERFORMANCE
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q4 '98 +21.44%
Worst Quarter
Q3 '98 -14.69%
[BAR GRAPH APPEARS HERE]
1992 -0.04%
1993 12.76%
1994 1.30%
1995 35.24%
1996 21.31%
1997 31.80%
1998 21.25%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year 5 Years Since Inception
------------------------------------------------------------
<S> <C> <C> <C>
Class A (Inception 5/24/91)
Including Sales Charges 14.58% 20.21% 16.07%
S&P 500 Index* 28.57% 24.05% 19.72%
------------------------------------------------------------
Class B (Inception 5/1/96)
Including CDSC 15.44% N/A 22.91%
S&P 500 Index* 28.57% N/A 28.94%
------------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC 19.52% N/A 18.16%
S&P 500 Index* 28.57% N/A 24.80%
------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
5
<PAGE>
CORE Large Cap Growth Fund
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q4 '98 +25.47%
Worst Quarter
Q3 '98 -13.95%
[BAR GRAPH APPEARS HERE]
1998 30.39%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year Since Inception
----------------------------------------------------
<S> <C> <C>
Class A (Inception 5/1/97)
Including Sales Charges 23.26% 27.34%
Russell 1000 Growth Index* 38.72% 36.81%
----------------------------------------------------
Class B (Inception 5/1/97)
Including CDSC 24.39% 28.74%
Russell 1000 Growth Index* 38.72% 36.81%
----------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC 28.39% 22.80%
Russell 1000 Growth Index* 38.72% 29.91%
----------------------------------------------------
</TABLE>
* The Russell 1000 Growth Index is an unmanaged index of common stock prices.
The Index figures do not reflect any fees or expenses.
6
<PAGE>
CORE Small Cap Equity Fund
FUND PERFORMANCE
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q4 '98 +14.49%
Worst Quarter
Q3 '98 -24.34%
[BAR GRAPH APPEARS HERE]
1998 -5.96%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year Since Inception
------------------------------------------------------
<S> <C> <C>
Class A (Inception 8/15/97)
Including Sales Charges (11.17)% (2.93)%
Russell 2000 Index* (2.55)% 2.84%
------------------------------------------------------
Class B (Inception 8/15/97)
Including CDSC (11.29)% (2.53)%
Russell 2000 Index* (2.55)% 2.84%
------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC (7.47)% 0.47%
Russell 2000 Index* (2.55)% 2.84%
------------------------------------------------------
</TABLE>
* The Russell 2000 Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
7
<PAGE>
Capital Growth Fund
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q4 '98 +24.31%
Worst Quarter
Q3 '98 -11.44%
[BAR GRAPH APPEARS HERE]
1991 31.92%
1992 23.25%
1993 14.17%
1994 -1.10%
1995 25.75%
1996 21.32%
1997 35.31%
1998 33.87%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year 5 Years Since Inception
------------------------------------------------------------
<S> <C> <C> <C>
Class A (Inception 4/20/90)
Including Sales Charges 26.53% 20.89% 18.99%
S&P 500 Index* 28.57% 24.05% 19.14%
------------------------------------------------------------
Class B (Inception 5/1/96)
Including CDSC 27.79% N/A 28.66%
S&P 500 Index* 28.57% N/A 28.94%
------------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC 31.95% N/A 28.67%
S&P 500 Index* 28.57% N/A 24.80%
------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
8
<PAGE>
Mid Cap Value Fund
FUND PERFORMANCE
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q1 '98 +11.64%
Worst Quarter
Q3 '98 -20.87%
[BAR GRAPH APPEARS HERE]
1998 -5.86%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year Since Inception
------------------------------------------------------
<S> <C> <C>
Class A (Inception 8/15/97)
Including Sales Charges (11.04)% (6.85)%
Russell Midcap Index* 10.09% 12.52%
------------------------------------------------------
Class B (Inception 8/15/97)
Including CDSC (11.18)% (6.34)%
Russell Midcap Index* 10.09% 12.52%
------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC (7.36)% (3.43)%
Russell Midcap Index* 10.09% 12.52%
------------------------------------------------------
</TABLE>
* The Russell Midcap Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
9
<PAGE>
Small Cap Value Fund
TOTAL RETURN CALENDAR YEAR (CLASS A)
- --------------------------------------------------------------------------------
The total
return for
Class A Shares
for the 9-month
period ended
September 30,
1999 was %.
Best Quarter
Q2 '96 +15.57%
Worst Quarter
Q3 '98 -32.23%
[BAR GRAPH APPEARS HERE]
1993 31.16%
1994 -14.82%
1995 8.62%
1996 21.77%
1997 30.18%
1998 -16.87%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended
December 31, 1998 1 Year 5 Years Since Inception
---------------------------------------------------------------
<S> <C> <C> <C>
Class A (Inception 10/22/92)
Including Sales Charges (21.44)% 2.89% 9.32%
Russell 2000 Index* (2.55)% 11.89% 14.91%
---------------------------------------------------------------
Class B (Inception 5/1/96)
Including CDSC (21.64)% N/A 2.67%
Russell 2000 Index* (2.55)% N/A 8.86%
---------------------------------------------------------------
Class C (Inception 8/15/97)
Including CDSC (18.26)% N/A (8.46)%
Russell 2000 Index* (2.55)% N/A 2.84%
---------------------------------------------------------------
</TABLE>
* The Russell 2000 Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
10
<PAGE>
[This page intentionally left blank]
11
<PAGE>
Fund Fees and Expenses (Class A, B and C Shares)
This table describes the fees and expenses that you would pay if you buy and
hold Class A, Class B, or Class C Shares of a Fund.
<TABLE>
<CAPTION>
Balanced Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.65% 0.65% 0.65%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.38% 0.38% 0.38%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.28% 2.03% 2.03%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations,
"Other Expenses" and "Total Fund Operating Expenses"
of the Fund which are actually incurred are as set
forth below. The expense limitations may be termi-
nated at any time at the option of the Investment
Adviser. If this occurs, "Other Expenses" and "Total
Fund Operating Expenses" may increase without share-
holder approval.
<TABLE>
<CAPTION>
Balanced Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.65% 0.65% 0.65%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.20% 0.20% 0.20%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.10% 1.85% 1.85%
------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
Growth and Income Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.70% 0.70% 0.70%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.24% 0.24% 0.24%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.19% 1.94% 1.94%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
Growth and Income Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.70% 0.70% 0.70%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.24% 0.24% 0.24%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.19% 1.94% 1.94%
------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
Fund Fees and Expenses continued
<TABLE>
<CAPTION>
CORE Large Cap Value
Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.60% 0.60% 0.60%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.52% 0.52% 0.52%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.37% 2.12% 2.12%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
CORE Large Cap Value
Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.60% 0.60% 0.60%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.19% 0.19% 0.19%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.04% 1.79% 1.79%
------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
CORE U.S. Equity Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.75% 0.75% 0.75%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.25% 0.25% 0.25%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.25% 2.00% 2.00%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current waivers and expense limitations,
"Other Expenses" and "Total Fund Operating Expenses" of the
Fund which are actually incurred are as set forth below.
The waivers and expense limitations may be terminated at
any time at the option of the Investment Adviser. If this
occurs, "Other Expenses" and "Total Fund Operating
Expenses" may increase without shareholder approval.
<TABLE>
<CAPTION>
CORE U.S. Equity Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.70% 0.70% 0.70%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.19% 0.19% 0.19%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current waivers
and expense limitations) 1.14% 1.89% 1.89%
------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
Fund Fees and Expenses continued
<TABLE>
<CAPTION>
CORE Large Cap Growth
Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.75% 0.75% 0.75%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.36% 0.36% 0.36%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.36% 2.11% 2.11%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current waivers and expense limitations,
"Other Expenses" and "Total Fund Operating Expenses" of the
Fund which are actually incurred are as set forth below.
The waivers and expense limitations may be terminated at
any time at the option of the Investment Adviser. If this
occurs, "Other Expenses" and "Total Fund Operating
Expenses" may increase without shareholder approval.
<TABLE>
<CAPTION>
CORE Large Cap Growth
Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.60% 0.60% 0.60%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.19% 0.19% 0.19%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current waivers
and expense limitations) 1.04% 1.79% 1.79%
------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
CORE Small Cap Equity
Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.85% 0.85% 0.85%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.65% 0.65% 0.65%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.75% 2.50% 2.50%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
CORE Small Cap Equity
Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.85% 0.85% 0.85%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.23% 0.23% 0.23%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.33% 2.08% 2.08%
------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
Fund Fees and Expenses continued
<TABLE>
<CAPTION>
Capital Growth Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.24% 0.24% 0.24%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.49% 2.24% 2.24%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
Capital Growth Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.19% 0.19% 0.19%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.44% 2.19% 2.19%
------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
Strategic Growth Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.45% 0.45% 0.45%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.70% 2.45% 2.45%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
Strategic Growth Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.19% 0.19% 0.19%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.44% 2.19% 2.19%
------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
Fund Fees and Expenses continued
<TABLE>
<CAPTION>
Growth Opportunities
Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.45% 0.45% 0.45%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.70% 2.45% 2.45%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
Growth Opportunities
Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.19% 0.19% 0.19%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.44% 2.19% 2.19%
------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
Mid Cap Value Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.75% 0.75% 0.75%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.31% 0.31% 0.31%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.31% 2.06% 2.06%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
Mid Cap Value Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.75% 0.75% 0.75%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.29% 0.29% 0.29%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.29% 2.04% 2.04%
------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
Fund Fees and Expenses continued
<TABLE>
<CAPTION>
Small Cap Value Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.32% 0.32% 0.32%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 1.57% 2.32% 2.32%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current expense limitations, "Other
Expenses" and "Total Fund Operating Expenses" of the Fund
which are actually incurred are as set forth below. The
expense limitations may be terminated at any time at the
option of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may increase
without shareholder approval.
<TABLE>
<CAPTION>
Small Cap Value Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 1.00% 1.00% 1.00%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.25% 0.25% 0.25%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current expense
limitations) 1.50% 2.25% 2.25%
------------------------------------------------------------------------------
</TABLE>
22
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
Large Cap Value Fund
-----------------------
Class A Class B Class C
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases 5.5%1 None None
Maximum Deferred Sales Charge (Load)2 None1 5.0%3 1.0%4
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends None None None
Redemption Fees5 None None None
Exchange Fees5 None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.75% 0.75% 0.75%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 1.16% 1.16% 1.16%
- --------------------------------------------------------------------------
Total Fund Operating Expenses* 2.16% 2.91% 2.91%
- --------------------------------------------------------------------------
</TABLE>
See page 48 for all other footnotes.
* As a result of the current waivers and expense limitations,
"Other Expenses" and "Total Fund Operating Expenses" of the
Fund which are actually incurred are as set forth below.
The waivers and expense limitations may be terminated at
any time at the option of the Investment Adviser. If this
occurs, "Other Expenses" and "Total Fund Operating
Expenses" may increase without shareholder approval.
<TABLE>
<CAPTION>
Large Cap Value Fund
-----------------------
Class A Class B Class C
------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):6
Management Fees7 0.75% 0.75% 0.75%
Distribution and Service Fees 0.25% 1.00% 1.00%
Other Expenses8 0.25% 0.25% 0.25%
------------------------------------------------------------------------------
Total Fund Operating Expenses (after current waivers
and expense limitations) 1.25% 2.00% 2.00%
------------------------------------------------------------------------------
</TABLE>
23
<PAGE>
Fund Fees and Expenses continued
/1/The maximum sales charge is a percentage of the offering price. A CDSC of
1% is imposed on certain redemptions (within 18 months of purchase) of Class
A Shares sold without an initial sales charge as part of an investment of $1
million or more.
/2/The maximum CDSC is a percentage of the lesser of the NAV at the time of
the redemption or the NAV when the shares were originally purchased.
/3/A CDSC is imposed upon Class B Shares redeemed within six years of pur-
chase at a rate of 5% in the first year, declining to 1% in the sixth year,
and eliminated thereafter.
/4/A CDSC of 1% is imposed on Class C Shares redeemed within 12 months of
purchase.
/5/A transaction fee of $7.50 may be charged for redemption proceeds paid by
wire. In addition to free reinvestments of dividends and distributions in
shares of other Goldman Sachs Funds or shares of the Goldman Sachs Institu-
tional Liquid Assets Portfolios (the "ILA Portfolios") and free automatic
exchanges pursuant to the Automatic Exchange Program, six free exchanges are
permitted in each 12-month period. A fee of $12.50 may be charged for each
subsequent exchange during such period.
/6/The Funds' annual operating expenses have been restated to reflect current
fees, except for the CORE Large Cap Value, Strategic Growth, Growth Opportu-
nities and Large Cap Value Funds whose expenses are estimated for the current
fiscal year.
/7/The Investment Adviser has voluntarily agreed not to impose a portion of
the management fee on the CORE U.S. Equity Fund and the CORE Large Cap Growth
Fund equal to 0.05% and 0.15%, respectively, of such Funds' average daily net
assets. As a result of fee waivers, the current management fees of the CORE
U.S. Equity Fund and CORE Large Cap Growth Fund are 0.70% and 0.60%, respec-
tively, of such Fund's average daily net assets. The waivers may be termi-
nated at any time at the option of the Investment Adviser.
/8/"Other Expenses" include transfer agency fees equal to 0.19% of the aver-
age daily net assets of each Fund's Class A, B and C Shares, plus all other
ordinary expenses not detailed above. The Investment Adviser has voluntar-
ily agreed to reduce or limit "Other Expenses" (excluding management fees,
distribution and service fees, transfer agency fees, taxes, interest and
brokerage fees and litigation, indemnification and other extraordinary
expenses) to the following percentages of each Fund's average daily net
assets:
<TABLE>
<CAPTION>
Other
Fund Expenses
---------------------------
<S> <C>
Balanced 0.01%
Growth and
Income 0.05%
CORE Large Cap
Value 0.00%
CORE U.S. Equity 0.00%
CORE Large Cap
Growth 0.00%
CORE Small Cap
Equity 0.04%
Capital Growth 0.00%
Strategic Growth 0.00%
Growth
Opportunities 0.00%
Mid Cap Value 0.10%
Small Cap Value 0.06%
Large Cap Value 0.06%
</TABLE>
24
<PAGE>
FUND FEES AND EXPENSES
Example
The following Example is intended to help you compare the cost of investing in
a Fund (without the waivers and expense limitations) with the cost of investing
in other mutual funds. The Example assumes that you invest $10,000 in Class A,
B or C Shares of a Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that a Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced
Class A Shares $673 $934 $1,214 $2,010
Class B Shares
- Assuming complete
redemption at end of
period $706 $937 $1,293 $2,166
- Assuming no redemption $206 $637 $1,093 $2,166
Class C Shares
- Assuming complete
redemption at end of
period $306 $637 $1,093 $2,358
- Assuming no redemption $206 $637 $1,093 $2,358
- ---------------------------------------------------------
Growth and Income
Class A Shares $665 $907 $1,168 $1,914
Class B Shares
- Assuming complete
redemption at end of
period $697 $909 $1,247 $2,070
- Assuming no redemption $197 $609 $1,047 $2,070
Class C Shares
- Assuming complete
redemption at end of
period $297 $609 $1,047 $2,264
- Assuming no redemption $197 $609 $1,047 $2,264
- ---------------------------------------------------------
CORE Large Cap Value
Class A Shares $682 $960 N/A N/A
Class B Shares
- Assuming complete
redemption at end of
period $715 $964 N/A N/A
- Assuming no redemption $215 $664 N/A N/A
Class C Shares
- Assuming complete
redemption at end of
period $315 $664 N/A N/A
- Assuming no redemption $215 $664 N/A N/A
- ---------------------------------------------------------
</TABLE>
25
<PAGE>
Fund Fees and Expenses continued
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------
<S> <C> <C> <C> <C>
CORE U.S. Equity
Class A Shares $670 $ 925 $1,199 $1,978
Class B Shares
- Assuming complete
redemption at end of
period $703 $ 927 $1,278 $2,134
- Assuming no redemption $203 $ 627 $1,078 $2,134
Class C Shares
- Assuming complete
redemption at end of
period $303 $ 627 $1,078 $2,327
- Assuming no redemption $203 $ 627 $1,078 $2,327
- ---------------------------------------------------------
CORE Large Cap Growth
Class A Shares $681 $ 957 $1,254 $2,095
Class B Shares
- Assuming complete
redemption at end of
period $714 $ 961 $1,334 $2,250
- Assuming no redemption $214 $ 661 $1,134 $2,250
Class C Shares
- Assuming complete
redemption at end of
period $314 $ 661 $1,134 $2,441
- Assuming no redemption $214 $ 661 $1,134 $2,441
- ---------------------------------------------------------
CORE Small Cap Equity
Class A Shares $718 $1,071 $1,447 $2,499
Class B Shares
- Assuming complete
redemption at end of
period $755 $1,079 $1,531 $2,652
- Assuming no redemption $253 $ 779 $1,331 $2,652
Class C Shares
- Assuming complete
redemption at end of
period $353 $ 779 $1,331 $2,836
- Assuming no redemption $253 $ 779 $1,331 $2,836
- ---------------------------------------------------------
Capital Growth
Class A Shares $693 $ 995 $1,318 $2,232
Class B Shares
- Assuming complete
redemption at end of
period $727 $1,000 $1,400 $2,386
- Assuming no redemption $227 $ 700 $1,200 $2,386
Class C Shares
- Assuming complete
redemption at end of
period $327 $ 700 $1,200 $2,575
- Assuming no redemption $227 $ 700 $1,200 $2,575
- ---------------------------------------------------------
Strategic Growth
Class A Shares $713 $1,056 N/A N/A
Class B Shares
- Assuming complete
redemption at end of
period $748 $1,064 N/A N/A
- Assuming no redemption $248 $ 764 N/A N/A
Class C Shares
- Assuming complete
redemption at end of
period $348 $ 764 N/A N/A
- Assuming no redemption $248 $ 764 N/A N/A
- ---------------------------------------------------------
</TABLE>
26
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Opportunities
Class A Shares $713 $1,056 N/A N/A
Class B Shares
- Assuming complete
redemption at end of
period $748 $1,064 N/A N/A
- Assuming no redemption $248 $ 764 N/A N/A
Class C Shares
- Assuming complete
redemption at end of
period $348 $ 764 N/A N/A
- Assuming no redemption $248 $ 764 N/A N/A
- ---------------------------------------------------------
Mid Cap Value
Class A Shares $676 $ 942 $1,229 $2,042
Class B Shares
- Assuming complete
redemption at end of
period $709 $ 946 $1,308 $2,197
- Assuming no redemption $209 $ 646 $1,108 $2,197
Class C Shares
- Assuming complete
redemption at end of
period $309 $ 646 $1,108 $2,390
- Assuming no redemption $209 $ 646 $1,108 $2,390
- ---------------------------------------------------------
Small Cap Value
Class A Shares $701 $1,018 $1,358 $2,315
Class B Shares
- Assuming complete
redemption at end of
period $735 $1,024 $1,440 $2,468
- Assuming no redemption $235 $ 724 $1,240 $2,468
Class C Shares
- Assuming complete
redemption at end of
period $335 $ 724 $1,240 $2,656
- Assuming no redemption $235 $ 724 $1,240 $2,656
- ---------------------------------------------------------
Large Cap Value
Class A Shares $757 $1,189 N/A N/A
Class B Shares
- Assuming complete
redemption at end of
period $794 $1,201 N/A N/A
- Assuming no redemption $294 $ 901 N/A N/A
Class C Shares
- Assuming complete
redemption at end of
period $394 $ 901 N/A N/A
- Assuming no redemption $294 $ 901 N/A N/A
- ---------------------------------------------------------
</TABLE>
27
<PAGE>
Fund Fees and Expenses continued
The hypothetical example assumes that a CDSC will not apply to redemptions
of Class A Shares within the first 18 months. Class B Shares convert to
Class A Shares eight years after purchase; therefore, Class A expenses are
used in the hypothetical example after year eight.
Certain institutions that sell Fund shares and/or their salespersons may
receive other compensation in connection with the sale and distribution of
Class A, Class B and Class C Shares for services to their customers'
accounts and/or the Funds. For additional information regarding such
compensation, see "What I Should Know When I Purchase Shares Through An
Authorized Dealer?"
28
<PAGE>
Service Providers
INVESTMENT ADVISERS
<TABLE>
<CAPTION>
Investment Adviser Fund
---------------------------------------------------------------------
<S> <C>
Goldman Sachs Asset Management ("GSAM") Balanced
32 Old Slip Growth and Income
New York, New York 10005 CORE Large Cap Value
CORE Large Cap Growth
CORE Small Cap Equity
Strategic Growth
Growth Opportunities
Mid Cap Value
Small Cap Value
Large Cap Value
---------------------------------------------------------------------
Goldman Sachs Funds Management, L.P. ("GSFM") CORE U.S. Equity
One New York Plaza Capital Growth
New York, New York 10004
---------------------------------------------------------------------
</TABLE>
GSAM is a separate operating division of Goldman Sachs, which registered as
an investment adviser in 1981. GSFM, a registered investment adviser since
1990, is a Delaware limited partnership which is an affiliate of Goldman
Sachs. The Goldman Sachs Group, L.P., which controls the Investment Advis-
ers, merged into the Goldman Sachs Group, Inc. as a result of an initial
public offering. As of September 30, 1999, GSAM and GSFM, together with
their affiliates, acted as investment adviser or distributor for assets in
excess of $ billion.
The Investment Adviser provides day-to-day advice regarding the Funds' port-
folio transactions. The Investment Adviser makes the investment decisions
for the Funds and places purchase and sale orders for the Funds' portfolio
transactions in U.S. and foreign markets. As permitted by applicable law,
these orders may be directed to any brokers, including Goldman Sachs and its
affiliates. While the Investment Adviser is ultimately responsible for the
management of the Funds, it is able to draw upon the research and expertise
of its asset management affiliates for portfolio decisions and management
with respect to certain portfolio securities. In addition, the Investment
Adviser has access to the research and certain proprietary technical models
developed by Goldman Sachs, and will apply quantitative and qualitative
analysis in determining the appropriate allocations among categories of
issuers and types of securities.
B-1
<PAGE>
The Investment Adviser also performs the following additional services for
the Funds:
.. Supervises all non-advisory operations of the Funds
.. Provides personnel to perform necessary executive, administrative and
clerical services to the Funds
.. Arranges for the preparation of all required tax returns, reports to
shareholders, prospectuses and statements of additional information and
other reports filed with the Securities and Exchange Commission (the
"SEC") and other regulatory authorities
.. Maintains the records of each Fund
.. Provides office space and all necessary office equipment and services
MANAGEMENT FEES
As compensation for its services and its assumption of certain expenses, the
Investment Adviser is entitled to the following fees, computed daily and
payable monthly, at the annual rates listed below:
<TABLE>
<CAPTION>
Actual Rate
For the Fiscal Year
or Period Ended
Contractual Rate August 31, 1999
------------------------------------------------------------
<S> <C> <C>
GSAM:
------------------------------------------------------------
Balanced 0.65% 0.65%
------------------------------------------------------------
Growth and Income 0.70% 0.70%
------------------------------------------------------------
CORE Large Cap Value 0.60% 0.60%
------------------------------------------------------------
CORE Large Cap Growth 0.75% 0.60%
------------------------------------------------------------
CORE Small Cap Equity 0.85% 0.85%
------------------------------------------------------------
Strategic Growth 1.00% 1.00%
------------------------------------------------------------
Growth Opportunities 1.00% 1.00%
------------------------------------------------------------
Mid Cap Value 0.75% 0.75%
------------------------------------------------------------
Small Cap Value 1.00% 1.00%
------------------------------------------------------------
Large Cap Value 0.75% N/A
------------------------------------------------------------
GSFM:
------------------------------------------------------------
CORE U.S. Equity 0.75% 0.70%
------------------------------------------------------------
Capital Growth 1.00% 1.00%
------------------------------------------------------------
</TABLE>
The difference, if any, between the stated fees and the actual fees paid by
the Funds reflects that the Investment Adviser did not charge the full
amount of the fees to which it would have been entitled. The Investment
Adviser may discontinue or modify any such voluntary limitations in the
future at its discretion.
B-2
<PAGE>
SERVICE PROVIDERS
FUND MANAGERS
M. Roch Hillenbrand, a Managing Director of Goldman Sachs since 1997, is the
Head of Global Equities for GSAM, overseeing the United States, Europe,
Japan, and non-Japan Asia. In this capacity, he is responsible for managing
the group as it defines and implements global portfolio management processes
that are consistent, reliable and predictable. Mr. Hillenbrand is also Pres-
ident of Commodities Corporation LLC since 1981, of which Goldman Sachs is
the parent company. Over the course of his 18-year career at Commodities
Corporation, Mr. Hillenbrand has had extensive experience in dealing with
internal and external investment managers who have managed a range of
futures and equities strategies across multiple markets, using a variety of
styles.
Value Team
..Thirteen portfolio managers/analysts compose the Investment Adviser's value
investment team
..Multi-sector focus provides a balanced perspective
..Across all value products, the Investment Adviser leverages the industry
research expertise of its small, mid and large cap investment teams
- --------------------------------------------------------------------------------
Value Team
<TABLE>
<CAPTION>
Years
Fund Primarily
Name and Title Responsibility Responsible Five Year Employment History
- -------------------------------------------------------------------------------
<C> <C> <C> <S>
Eileen A. Portfolio Since Ms. Aptman joined the Investment
Aptman Manager-- 1996 Adviser as a research analyst in
Vice President Mid Cap Value 1997 1993. She became a portfolio
Small Cap Value manager in 1996.
- -------------------------------------------------------------------------------
Paul D. Farrell Senior Portfolio Since Mr. Farrell joined the
Managing Manager-- Small 1992 Investment Adviser as a
Director Cap Value 1998 portfolio manager in 1991. In
Mid Cap Value 1999 1998, he became responsible for
Growth and 1999 managing the Investment
Income Adviser's Value team.
Balanced
(Equity)
- -------------------------------------------------------------------------------
Matthew B. Portfolio Since Mr. McLennan joined the
McLennan Manager-- 1996 Investment Adviser as a research
Vice President Small Cap Value 1998 analyst in 1995 and became a
Mid Cap Value portfolio manager in 1996. From
1994 to 1995, he worked in the
Investment Banking Division of
Goldman Sachs in Australia. From
1991 to 1994, Mr. McLennan
worked at Queensland Investment
Corporation in Australia.
- -------------------------------------------------------------------------------
Eileen Rominger Senior Portfolio Since Ms. Rominger joined the
Managing Manager-- Growth Investment Adviser as a senior
Director and Income 1999 portfolio manager in 1999. From
Mid Cap Value 1999 1981 to 1999, she worked at
Small Cap Value 1999 Oppenheimer Capital most
Large Cap Value 1999 recently as a senior portfolio
Balanced (Equity) 1999 manager.
- -------------------------------------------------------------------------------
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
Years
Fund Primarily
Name and Title Responsibility Responsible Five Year Employment History
- ---------------------------------------------------------------------------
<C> <C> <C> <S>
Karma Wilson Portfolio Since Ms. Wilson joined the
Vice President Manager-- 1998 Investment Adviser as a
Balanced 1998 portfolio manager in 1994.
(Equity) 1998 Prior to 1994, she was an
Growth and 1999 investment analyst with
Income Bankers Trust Australia Ltd.
Mid Cap Value
Large Cap Value
- ---------------------------------------------------------------------------
</TABLE>
Quantitative Equity Team
..A stable and growing team supported by an extensive internal staff
..Access to the research ideas of Goldman Sachs' renowned Global Investment
Research Department
..More than $22 billion in equities currently under management
- --------------------------------------------------------------------------------
Quantitative Equity Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Melissa Brown Senior Portfolio Manager-- Since Ms. Brown joined the
Vice President CORE Large Cap Value 1998 Investment Adviser as a
CORE U.S. Equity 1998 portfolio manager in
CORE Large Cap Growth 1998 1998. From
CORE Small Cap Equity 1998 1984 to 1998, she was
the
director of Quantitative
Equity Research and
served on the Investment
Policy Committee at
Prudential Securities.
- ------------------------------------------------------------------------------------------
Kent A. Clark Senior Portfolio Manager-- Since Mr. Clark joined the
Managing CORE U.S. Equity 1996 Investment Adviser as a
Director CORE Large Cap Growth 1997 portfolio manager in the
CORE Small Cap Equity 1997 quantitative equity
CORE Large Cap Value 1998 management team in 1992.
- ------------------------------------------------------------------------------------------
Robert C. Jones Senior Portfolio Manager-- Since Mr. Jones joined the
Managing CORE U.S. Equity 1991 Investment Adviser as a
Director CORE Large Cap Growth 1997 portfolio manager in
CORE Small Cap Equity 1997 1989.
CORE Large Cap Value 1998
- ------------------------------------------------------------------------------------------
Victor H. Senior Portfolio Manager-- Since Mr. Pinter joined the
Pinter CORE U.S. Equity 1996 Investment Adviser as a
Vice President CORE Large Cap Growth 1997 research analyst in
CORE Small Cap Equity 1997 1990. He became a
CORE Large Cap Value 1998 portfolio manager in
1992.
- ------------------------------------------------------------------------------------------
</TABLE>
Growth Equity Investment Team
..18 year consistent investment style applied through diverse and complete
market cycles
..More than $12 billion in equities currently under management
B-4
<PAGE>
SERVICE PROVIDERS
..More than 250 client account relationships
..A portfolio management and analytical team with more than 150 years com-
bined investment experience
- --------------------------------------------------------------------------------
Growth Equity Investment Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
George D. Adler Senior Portfolio Manager-- Since Mr. Adler joined the
Vice President Balanced (Equity) 1997 Investment Adviser as a
Capital Growth 1997 portfolio manager in
Strategic Growth 1999 1997. From 1990 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty
Investment Management,
Inc. ("Liberty").
- ------------------------------------------------------------------------------------------
Robert G. Senior Portfolio Manager-- Since Mr. Collins joined the
Collins Capital Growth 1997 Investment Adviser as
Vice President Balanced (Equity) 1998 portfolio manager and
Strategic Growth 1999 Co-Chair of the Growth
Growth Opportunities 1999 Equity Investment
Committee in 1997. From
1991 to 1997, he was a
portfolio manager at
Liberty. His past
experience includes work
as a special situations
analyst with
Raymond James &
Associates for
five years.
- ------------------------------------------------------------------------------------------
Herbert E. Senior Portfolio Manager-- Since Mr. Ehlers joined the
Ehlers Capital Growth 1997 Investment Adviser as a
Managing Balanced (Equity) 1998 senior portfolio manager
Director Strategic Growth 1999 and Chief Investment
Growth Opportunities 1999 Officer of the Growth
Equity team in 1997.
From 1994 to 1997, he
was the Chief Investment
Officer and Chairman of
Liberty. He was a
portfolio manager and
President at Liberty's
predecessor firm, Eagle
Asset Management
("Eagle"), from 1984 to
1994.
- ------------------------------------------------------------------------------------------
Gregory H. Senior Portfolio Manager-- Since Mr. Ekizian joined the
Ekizian Capital Growth 1997 Investment Adviser as
Vice President Balanced (Equity) 1998 portfolio manager and
Strategic Growth 1999 Co-Chair of the Growth
Growth Opportunities 1999 Equity Investment
Committee in 1997. From
1990 to 1997, he was a
portfolio manager at
Liberty and its
predecessor firm, Eagle.
- ------------------------------------------------------------------------------------------
David G. Shell Senior Portfolio Manager-- Since Mr. Shell joined the
Vice President Capital Growth 1997 Investment Adviser as a
Balanced (Equity) 1998 portfolio manager in
Strategic Growth 1999 1997. From 1987 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty and
its predecessor firm,
Eagle.
- ------------------------------------------------------------------------------------------
</TABLE>
B-5
<PAGE>
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Ernest C. Senior Portfolio Manager-- Since Mr. Segundo joined the
Segundo, Jr. Capital Growth 1997 Investment Adviser as a
Vice President Balanced (Equity) 1998 portfolio manager in
Strategic Growth 1999 1997. From 1992 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty.
- ------------------------------------------------------------------------------------------
Steve Barry Senior Portfolio Manager-- Since Mr. Barry joined the
Vice President Growth Opportunities 1999 Investment Adviser as a
portfolio manager in
1999. From 1988 to 1999,
he was a portfolio
manager at Alliance
Capital Management.
- ------------------------------------------------------------------------------------------
</TABLE>
Fixed-Income Portfolio Management Team
..Fixed-income portfolio management is comprised of a deep team of sector
specialists
..The team strives to maximize risk-adjusted returns by de-emphasizing inter-
est rate anticipation and focusing on security selection and sector alloca-
tion
..The team manages approximately $40 billion in fixed-income assets for
retail, institutional and high net worth clients
- --------------------------------------------------------------------------------
Fixed-Income Portfolio Management Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- --------------------------------------------------------------------------------
<C> <C> <C> <S>
Jonathan A. Senior Portfolio Since Mr. Beinner joined the
Beinner Manager -- 1994 Investment Adviser as a
Managing Balanced (Fixed- portfolio manager in 1990.
Director and Income)
Co-Head U.S.
Fixed Income
- --------------------------------------------------------------------------------
C. Richard Lucy Senior Portfolio Since Mr. Lucy joined the Investment
Managing Manager -- 1994 Adviser as a portfolio manager
Director and Balanced (Fixed- in 1992.
Co-Head U.S. Income)
Fixed Income
- --------------------------------------------------------------------------------
</TABLE>
B-6
<PAGE>
SERVICE PROVIDERS
DISTRIBUTOR AND TRANSFER AGENT
Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the
exclusive distributor (the "Distributor") of each Fund's shares. Goldman
Sachs, 4900 Sears Tower, Chicago, Illinois 60606-6372, also serves as the
Funds' transfer agent (the "Transfer Agent") and, as such, performs various
shareholder servicing functions.
From time to time, Goldman Sachs or any of its affiliates may purchase and
hold shares of the Funds. Goldman Sachs reserves the right to redeem at any
time some or all of the shares acquired for its own account.
ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER ACCOUNTS MANAGED BY
GOLDMAN SACHS
The involvement of the Investment Adviser, Goldman Sachs and their affili-
ates in the management of, or their interest in, other accounts and other
activities of Goldman Sachs may present conflicts of interest with respect
to a Fund or limit a Fund's investment activities. Goldman Sachs and its
affiliates engage in proprietary trading and advise accounts and funds which
have investment objectives similar to those of the Funds and/or which engage
in and compete for transactions in the same types of securities, currencies
and instruments as the Funds. Goldman Sachs and its affiliates will not have
any obligation to make available any information regarding their proprietary
activities or strategies, or the activities or strategies used for other
accounts managed by them, for the benefit of the management of the Funds.
The results of a Fund's investment activities, therefore, may differ from
those of Goldman Sachs and its affiliates, and it is possible that a Fund
could sustain losses during periods in which Goldman Sachs and its affili-
ates and other accounts achieve significant profits on their trading for
proprietary or other accounts. In addition, the Funds may, from time to
time, enter into transactions in which other clients of Goldman Sachs have
an adverse interest. A Fund's activities may be limited because of regula-
tory restrictions applicable to Goldman Sachs and its affiliates, and/or
their internal policies designed to comply with such restrictions.
YEAR 2000
Many computer systems were designed using only two digits to signify the
year (for example, "98" for "1998"). On January 1, 2000, if these computer
systems are not corrected, they may incorrectly interpret "00" as the year
"1900" rather than the year "2000," leading to computer shutdowns or errors
(commonly
B-7
<PAGE>
known as the "Year 2000 Problem"). To the extent these systems conduct
forward-looking calculations, these computer problems may occur prior to
January 1, 2000. Like other investment companies and financial and business
organizations, the Funds could be adversely affected in their ability to
process securities trades, price securities, provide shareholder account
services and otherwise conduct normal business operations if the Investment
Adviser or other Fund service providers do not adequately address this prob-
lem in a timely manner.
In order to address the Year 2000 Problem, the Investment Adviser has taken
the following measures:
..The Investment Adviser has established a dedicated group to analyze these
issues and to implement the systems modifications necessary to prepare for
the Year 2000 Problem.
..The Investment Adviser has sought assurances from the Funds' other service
providers that they are taking the steps necessary so that they do not
experience Year 2000 Problems, and the Investment Adviser will continue to
monitor the situation.
Currently, the Investment Adviser does not anticipate that the transition to
the 21st century will have any material impact on its ability to continue to
service the Funds at current levels.
In addition, the Investment Adviser has undertaken measures to appropriately
take into account available information concerning the Year 2000 prepared-
ness of the issuers of securities held by the Funds. The Investment Adviser
may obtain such Year 2000 information from various sources which the Invest-
ment Adviser believes to be reliable, including the issuers' public regula-
tory filings. However, the Investment Adviser is not in a position to verify
the accuracy or completeness of such information.
At this time, however, no assurance can be given that the actions taken by
the Investment Adviser and the Funds' other service providers will be suffi-
cient to avoid any adverse effect on the Funds due to the Year 2000 Problem.
B-8
<PAGE>
Dividends
Each Fund pays dividends from its net investment income and distributions from
net realized capital gains. You may choose to have dividends and distributions
paid in:
..Cash
..Additional shares of the same class of the same Fund
..Shares of the same or an equivalent class of another Goldman Sachs Fund. Spe-
cial restrictions may apply for certain ILA Portfolios. See the Additional
Statement.
You may indicate your election on your Account Application. Any changes may be
submitted in writing to Goldman Sachs at any time before the record date for a
particular dividend or distribution. If you do not indicate any choice, your
dividends and distributions will be reinvested automatically in the applicable
Fund.
The election to reinvest dividends and distributions in additional shares will
not affect the tax treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
Dividends from net investment income and distributions from net capital gains
are declared and paid as follows:
<TABLE>
<CAPTION>
Investment Capital Gains
Fund Income Dividends Distributions
- -----------------------------------------------------
<S> <C> <C>
Balanced Quarterly Annually
- -----------------------------------------------------
Growth and Income Quarterly Annually
- -----------------------------------------------------
CORE Large Cap Value Quarterly Annually
- -----------------------------------------------------
CORE U.S. Equity Annually Annually
- -----------------------------------------------------
CORE Large Cap Growth Annually Annually
- -----------------------------------------------------
CORE Small Cap Equity Annually Annually
- -----------------------------------------------------
Capital Growth Annually Annually
- -----------------------------------------------------
Strategic Growth Annually Annually
- -----------------------------------------------------
Growth Opportunities Annually Annually
- -----------------------------------------------------
Mid Cap Value Annually Annually
- -----------------------------------------------------
Small Cap Value Annually Annually
- -----------------------------------------------------
Large Cap Value Annually Annually
- -----------------------------------------------------
</TABLE>
B-9
<PAGE>
DIVIDENDS
From time to time a portion of a Fund's dividends may constitute a return of
capital.
At the time of an investor's purchase of shares of a Fund, a portion of the NAV
per share may be represented by undistributed income or realized or unrealized
appreciation of the Fund's portfolio securities. Therefore, subsequent distri-
butions on such shares from such income or realized appreciation may be taxable
to the investor even if the NAV of the shares is, as a result of the distribu-
tions, reduced below the cost of such shares and the distributions (or portions
thereof) represent a return of a portion of the purchase price.
B-10
<PAGE>
Shareholder Guide
The following section will provide you with answers to some of the most
often asked questions regarding buying and selling the Funds' shares.
HOW TO BUY SHARES
How Can I Purchase Class A, Class B And Class C Shares Of The Funds?
You may purchase shares of the Funds through:
.. Goldman Sachs:
.. Authorized Dealers; or
.. Directly from Goldman Sachs Trust (the "Trust").
In order to make an initial investment in a Fund, you must furnish to the
Fund, Goldman Sachs or your Authorized Dealer the information in the Account
Application attached to this Prospectus.
To Open an Account:
.. Complete the enclosed Account Application
.. Mail your payment and Account Application to:
Your Authorized Dealer
- Purchases by check or Federal Reserve draft should be made payable to
your Authorized Dealer
- Your Authorized Dealer is responsible for forwarding payment promptly
(within three business days) to the Fund
or
Goldman Sachs Funds c/o National Financial Data Services, Inc. ("NFDS"),
P.O. Box 219711, Kansas City, MO 64121-9711
- Purchases by check or Federal Reserve draft should be made payable to
Goldman Sachs Funds - (Name of Fund and Class of Shares)
- NFDS will not accept a check drawn on a foreign bank, a third-party
check, cash, money orders, travelers checques or credit card checks
- Federal funds wire, Automated Clearing House Network ("ACH") transfer or
bank wires should be sent to State Street Bank and Trust Company ("State
Street") (each Fund's custodian). Please call the Funds at 1-800-526-
7384 to get detailed instructions on how to wire your money.
C-1
<PAGE>
What Is My Minimum Investment In The Funds?
<TABLE>
<CAPTION>
Initial Additional
------------------------------------------------------------------------------
<S> <C> <C>
Regular Accounts $1,000 $50
------------------------------------------------------------------------------
Tax-Sheltered Retirement Plans (excluding SIMPLE IRAs and
Education IRAs) $250 $50
------------------------------------------------------------------------------
Uniform Gift to Minors Act Accounts/Uniform Transfer to
Minors Act Accounts $250 $50
------------------------------------------------------------------------------
403(b) Plan Accounts $200 $50
------------------------------------------------------------------------------
SIMPLE IRAs and Education IRAs $50 $50
------------------------------------------------------------------------------
Automatic Investment Plan Accounts $50 $50
------------------------------------------------------------------------------
</TABLE>
What Alternative Sales Arrangements Are Available?
The Funds offer three classes of shares through this Prospectus.
<TABLE>
<S> <C> <C>
------------------------------------------------------------------------
Maximum Amount You Can Buy In The Class A No limit
Aggregate Across Funds
------------------------------------------------
Class B $250,000
------------------------------------------------
Class C $1,000,000
------------------------------------------------------------------------
Initial Sales Charge Class A Applies to purchases of less
than $1 million--varies by
size of investment with a
maximum of 5.5%
------------------------------------------------
Class B None
------------------------------------------------
Class C None
------------------------------------------------------------------------
CDSC Class A 1.00% on certain investments
of $1 million or more if you
sell within 18 months
------------------------------------------------
Class B 6 year declining CDSC with a
maximum of 5%
------------------------------------------------
Class C 1% if shares are redeemed
within 12 months of purchase
------------------------------------------------------------------------
Conversion Feature Class A None
------------------------------------------------
Class B Class B Shares convert to
Class A Shares after 8 years
------------------------------------------------
Class C None
------------------------------------------------------------------------
</TABLE>
What Else Should I Know About Share Purchases?
The Trust reserves the right to:
.. Refuse to open an account if you fail to (i) provide a social security
number or other taxpayer identification number; or (ii) certify that such
number is correct (if required to do so under applicable law).
.. Reject or restrict any purchase or exchange order by a particular pur-
chaser (or group of related purchasers). This may occur, for example, when
a pattern of
C-2
<PAGE>
SHAREHOLDER GUIDE
frequent purchases, sales or exchanges of shares of a Fund is evident, or
if purchases, sales or exchanges are, or a subsequent abrupt redemption
might be, of a size that would disrupt management of a Fund.
.. Modify or waive the minimum investment amounts.
.. Modify the manner in which shares are offered.
.. Modify the sales charge rates applicable to future purchases of shares.
The Funds may allow you to purchase shares with securities instead of cash
if consistent with a Fund's investment policies and operations and if
approved by the Fund's Investment Adviser.
How Are Shares Priced?
The price you pay or receive when you buy, sell or exchange shares is deter-
mined by a Fund's NAV and share class. Each class calculates its NAV as fol-
lows:
(Value of Assets of the Class)
- (Liabilities of the Class)
NAV = _______________________________
Number of Outstanding Shares of the Class
The Funds' investments are valued based on market quotations or if accurate
quotations are not readily available, the fair value of the Fund's invest-
ments may be determined in good faith under procedures established by the
Trustees.
.. NAV per share of each share class is calculated by the Fund's custodian on
each business day as of the close of regular trading on the New York Stock
Exchange (normally 4:00 p.m. New York time). Fund shares will not be
priced on any day the New York Stock Exchange is closed.
.. When you buy shares, you pay the NAV next calculated after the Funds
receive your order in proper form, plus any applicable sales charge.
.. When you sell shares, you receive the NAV next calculated after the Funds
receive your order in proper form, less any applicable CDSC.
Note: The time at which transactions and shares are priced and the time by
which orders must be received may be changed in case of an emergency or if
regular trading on the New York Stock Exchange is stopped at a time other
than 4:00 p.m. New York time.
Foreign securities may trade in their local markets on days a Fund is
closed. As a result, the NAV of a Fund that holds foreign securities may be
impacted on days when investors may not purchase or redeem Fund shares.
In addition, the impact of events that occur after the publication of market
quotations used by a Fund to price its securities but before the close of
regular trading on the New York Stock Exchange will normally not be
reflected in a Fund's next
C-3
<PAGE>
determined NAV unless the Trust, in its discretion, makes an adjustment in
light of the nature and materiality of the event, its effect on Fund opera-
tions and other relevant factors.
COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS A SHARES
What Is The Offering Price Of Class A Shares?
The offering price of Class A Shares of each Fund is the next determined NAV
per share plus an initial sales charge paid to Goldman Sachs at the time of
purchase of shares. The sales charge varies depending upon the amount you
purchase. In some cases, described below, the initial sales charge may be
eliminated altogether, and the offering price will be the NAV per share. The
current sales charges and commissions paid to Authorized Dealers are as fol-
lows:
<TABLE>
<CAPTION>
Sales Charge Maximum Dealer
Sales Charge as as Percentage Allowance as
Amount of Purchase Percentage of of Net Amount Percentage of
(including sales charge, if any) Offering Price Invested Offering Price*
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 5.50% 5.82% 5.00%
$50,000 up to (but less than)
$100,000 4.75 4.99 4.00
$100,000 up to (but less than)
$250,000 3.75 3.90 3.00
$250,000 up to (but less than)
$500,000 2.75 2.83 2.25
$500,000 up to (but less than)
$1 million 2.00 2.04 1.75
$1 million or more 0.00** 0.00** ***
---------------------------------------------------------------------------------
</TABLE>
* Dealer's allowance may be changed periodically. During special promo-
tions, the entire sales charge may be allowed to Authorized Dealers.
Authorized Dealers to whom substantially the entire sales charge is
allowed may be deemed to be "underwriters" under the Securities Act of
1933.
** No sales charge is payable at the time of purchase of Class A Shares of
$1 million or more, but a CDSC of 1% may be imposed in the event of
certain redemptions within 18 months of purchase.
*** The Distributor pays a one-time commission to Authorized Dealers who
initiate or are responsible for purchases of $1 million or more of
shares of the Funds equal to 1.00% of the amount under $3 million,
0.50% of the next $2 million, and 0.25% thereafter. The Distributor may
also pay, with respect to all or a portion of the amount purchased, a
commission in accordance with the foregoing schedule to Authorized
Dealers who initiate or are responsible for purchases of $500,000 or
more by certain pension and profit sharing plans, pension funds and
other company-sponsored benefit plans investing in the Funds which sat-
isfy the criteria set forth below in "When Are Class A Shares Not Sub-
ject To A Sales Load?" or $1 million or more by certain "wrap"
accounts. Purchases by such plans will be made at NAV with no initial
sales charge, but if all of the shares held are redeemed within 18
months after the end of the calendar month in which such purchase was
made, a CDSC of 1% may be imposed upon the plan sponsor or the third
party administrator. In addition, Authorized Dealers will remit to the
Distributor such payments received in connection with "wrap" accounts
in the event that shares are redeemed within 18 months after the end of
the calendar month in which the purchase was made.
C-4
<PAGE>
SHAREHOLDER GUIDE
What Else Do I Need To Know About Class A Shares' CDSC?
Purchases of $1 million or more of Class A Shares will be made at NAV with
no initial sales charge. However, if you redeem shares within 18 months
after the end of the calendar month in which the purchase was made, exclud-
ing any period of time in which the shares were exchanged into and remained
invested in an equivalent class of an ILA Portfolio, a CDSC of 1% may be
imposed. The CDSC may not be imposed if your Authorized Dealer enters into
an agreement with the Distributor to return all or an applicable prorated
portion of its commission to the Distributor. The CDSC is waived on redemp-
tions in certain circumstances. See "In What Situations May The CDSC On
Class A, B Or C Shares Be Waived Or Reduced?" below.
When Are Class A Shares Not Subject To A Sales Load?
Class A Shares of the Funds may be sold at NAV without payment of any sales
charge to the following individuals and entities:
.. Goldman Sachs, its affiliates or their respective officers, partners,
directors or employees (including retired employees and former partners),
any partnership of which Goldman Sachs is a general partner, any Trustee
or officer of the Trust and designated family members of any of these
individuals;
.. Qualified retirement plans of Goldman Sachs;
.. Trustees or directors of investment companies for which Goldman Sachs or
an affiliate acts as sponsor;
.. Any employee or registered representative of any Authorized Dealer or
their respective spouses, children and parents;
.. Banks, trust companies or other types of depository institutions investing
for their own account or investing for discretionary or non-discretionary
accounts;
.. Any state, county or city, or any instrumentality, department, authority
or agency thereof, which is prohibited by applicable investment laws from
paying a sales charge or commission in connection with the purchase of
shares of a Fund;
.. Pension and profit sharing plans, pension funds and other company-spon-
sored benefit plans that:
. Buy shares of Goldman Sachs Funds worth $500,000 or more; or
. Have 100 or more eligible employees at the time of purchase; or
. Certify that they expect to have annual plan purchases of shares of
Goldman Sachs Funds of $200,000 or more; or
. Are provided administrative services by certain third-party administra-
tors that have entered into a special service arrangement with Goldman
Sachs relating to such plans; or
. Have at the time of purchase aggregate assets of at least $2,000,000;
C-5
<PAGE>
.. "Wrap" accounts for the benefit of clients of broker-dealers, financial
institutions or financial planners, provided they have entered into an
agreement with GSAM specifying aggregate minimums and certain operating
policies and standards;
.. Registered investment advisers investing for accounts for which they
receive asset-based fees;
.. Accounts over which GSAM or its advisory affiliates have investment dis-
cretion; or
.. Shareholders receiving distributions from a qualified retirement plan
invested in the Goldman Sachs Funds and reinvesting such proceeds in a
Goldman Sachs IRA.
You must certify eligibility for any of the above exemptions on your Account
Application and notify the Fund if you no longer are eligible for the exemp-
tion. The Fund will grant you an exemption subject to confirmation of your
entitlement. You may be charged a fee if you effect your transactions
through a broker or agent.
How Can The Sales Charge On Class A Shares Be Reduced?
.. Right of Accumulation: When buying Class A Shares in Goldman Sachs Funds,
your current aggregate investment determines the initial sales load you
pay. You may qualify for reduced sales charges when the current market
value of holdings (shares at current offering price), plus new purchases,
reaches $50,000 or more. Class A Shares of any of the Goldman Sachs Funds
may be combined under the Right of Accumulation. To qualify for a reduced
sales load, you or your Authorized Dealer must notify the Funds' Transfer
Agent at the time of investment that a quantity discount is applicable.
Use of this service is subject to a check of appropriate records. The
Additional Statement has more information about the Right of Accumulation.
.. Statement of Intention: You may obtain a reduced sales charge by means of
a written Statement of Intention which expresses your non-binding commit-
ment to invest in the aggregate $50,000 or more (not counting reinvest-
ments of dividends and distributions) within a period of 13 months in
Class A Shares of one or more Goldman Sachs Fund. Any investments you make
during the period will receive the discounted sales load based on the full
amount of your investment commitment. If the investment commitment of the
Statement of Intention is not met prior to the expiration of the 13-month
period, the entire amount will be subject to the higher applicable sales
charge. By signing the Statement of Intention, you authorize the Transfer
Agent to escrow and redeem Class A Shares in your account to pay this
additional charge. The Additional Statement has more information about the
Statement of Intention, which you should read carefully.
C-6
<PAGE>
SHAREHOLDER GUIDE
COMMON QUESTIONS ABOUT THE PURCHASE OF CLASS B SHARES
What Is The Offering Price Of Class B Shares?
You may purchase Class B Shares of the Funds at the next determined NAV
without an initial sales charge. However, Class B Shares redeemed within six
years of purchase will be subject to a CDSC at the rates shown in the table
below based on how long you held your shares.
The CDSC schedule is as follows:
<TABLE>
<CAPTION>
CDSC as a
Percentage of
Dollar Amount
Year Since Purchase Subject to CDSC
----------------------------------------
<S> <C>
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and thereafter None
----------------------------------------
</TABLE>
Proceeds from the CDSC are payable to the Distributor and may be used in
whole or in part to defray the Distributor's expenses related to providing
distribution-related services to the Funds in connection with the sale of
Class B Shares, including the payment of compensation to Authorized Dealers.
A commission equal to 4% of the amount invested is paid to Authorized Deal-
ers.
What Should I Know About The Automatic Conversion Of Class B Shares?
Class B Shares of a Fund will automatically convert into Class A Shares of
the same Fund at the end of the calendar quarter that is eight years after
the purchase date.
If you acquire Class B Shares of a Fund by exchange from Class B Shares of
another Goldman Sachs Fund, your Class B Shares will convert into Class A
Shares of such Fund based on the date of the initial purchase and the CDSC
schedule of that purchase.
If you acquire Class B Shares through reinvestment of distributions, your
Class B Shares will convert into Class A Shares based on the date of the
initial purchase of the shares on which the distribution was paid.
The conversion of Class B Shares to Class A Shares will not occur at any
time the Funds are advised that such conversions may constitute taxable
events for federal tax purposes, which the Funds believe is unlikely. If
conversions do not occur as a
C-7
<PAGE>
result of possible taxability, Class B Shares would continue to be subject
to higher expenses than Class A Shares for an indeterminate period.
A COMMON QUESTION ABOUT THE PURCHASE OF CLASS C SHARES
What Is The Offering Price Of Class C Shares?
You may purchase Class C Shares of the Funds at the next determined NAV
without paying an initial sales charge. However, if you redeem Class C
Shares within 12 months of purchase, a CDSC of 1% will be deducted from the
redemption proceeds; provided that in connection with purchases by pension
and profit sharing plans, pension funds and other company-sponsored benefit
plans, where all of the Class C Shares are redeemed within 12 months of pur-
chase, a CDSC of 1% may be imposed upon the plan sponsor or third party
administrator.
Proceeds from the CDSC are payable to the Distributor and may be used in
whole or in part to defray the Distributor's expenses related to providing
distribution-related services to the Funds in connection with the sale of
Class C Shares, including the payment of compensation to Authorized Dealers.
An amount equal to 1% of the amount invested is paid by the Distributor to
Authorized Dealers.
COMMON QUESTIONS APPLICABLE TO THE PURCHASE OF CLASS A, B
AND C SHARES
What Else Do I Need To Know About The CDSC On Class A, B Or C Shares?
.. The CDSC is based on the lesser of the NAV of the shares at the time of
redemption or the original offering price (which is the original NAV).
. No CDSC is charged on shares acquired from reinvested dividends or capi-
tal gains distributions.
. No CDSC is charged on the per share appreciation of your account over
the initial purchase price.
. When counting the number of months since a purchase of Class B or Class
C Shares was made, all payments made during a month will be combined and
considered to have been made on the first day of that month.
.. To keep your CDSC as low as possible, each time you place a request to
sell shares, the Funds will first sell any shares in your account that do
not carry a CDSC and then the shares in your account that have been held
the longest.
C-8
<PAGE>
SHAREHOLDER GUIDE
In What Situations May The CDSC On Class A, B Or C Shares Be Waived Or
Reduced?
The CDSC on Class A, Class B and Class C Shares that are subject to a CDSC
may be waived or reduced if the redemption relates to:
.. Retirement distributions or loans to participants or beneficiaries from
pension and profit sharing plans, pension funds and other company-spon-
sored benefit plans (each a "Retirement Plan");
.. The death or disability (as defined in Section 72(m)(7) of the Internal
Revenue Code of 1986, as amended (the "Code")) of a participant or benefi-
ciary in a Retirement Plan;
.. Hardship withdrawals by a participant or beneficiary in a Retirement Plan;
.. Satisfying the minimum distribution requirements of the Code;
.. Establishing "substantially equal periodic payments" as described under
Section 72(t)(2) of the Code;
.. The separation from service by a participant or beneficiary in a Retire-
ment Plan;
.. The death or disability (as defined in Section 72(m)(7) of the Code) of a
shareholder if the redemption is made within one year of the event;
.. Excess contributions distributed from a Retirement Plan;
.. Distributions from a qualified Retirement Plan invested in the Goldman
Sachs Funds which are being rolled over to a Goldman Sachs IRA; or
.. Redemption proceeds which are to be reinvested in accounts or non-regis-
tered products over which GSAM or its advisory affiliates have investment
discretion.
In addition, Class A, B and C Shares subject to a systematic withdrawal plan
may be redeemed without a CDSC. The Funds reserve the right to limit such
redemptions, on an annual basis, to 12% each of the value of your Class B
and C Shares and 10% of the value of your Class A Shares.
How Do I Decide Whether To Buy Class A, B Or C Shares?
The decision as to which Class to purchase depends on the amount you invest,
the intended length of the investment and your personal situation.
.. Class A Shares. If you are making an investment of $50,000 or more that
qualifies for a reduced sales charge, you should consider purchasing Class
A Shares.
.. Class B Shares. If you plan to hold your investment for at least six years
and would prefer not to pay an initial sales charge, you might consider
purchasing Class B Shares. By not paying a front-end sales charge, your
entire investment in Class B Shares is available to work for you from the
time you make your initial investment. However, the distribution and serv-
ice fee paid by Class B
C-9
<PAGE>
Shares will cause your Class B Shares (until conversion to Class A Shares)
to have a higher expense ratio, and thus, lower performance and lower divi-
dend payments (to the extent dividends are paid) than Class A Shares. A
maximum purchase limitation of $250,000 in the aggregate normally applies
to Class B Shares.
.. Class C Shares. If you are unsure of the length of your investment or plan
to hold your investment for less than six years and would prefer not to
pay an initial sales charge, you may prefer Class C Shares. By not paying
a front-end sales charge, your entire investment in Class C Shares is
available to work for you from the time you make your initial investment.
However, the distribution and service fee paid by Class C Shares will
cause your Class C Shares to have a higher expense ratio, and thus lower
performance and lower dividend payments (to the extent dividends are paid)
than Class A Shares (or Class B Shares after conversion to Class A
Shares).
Although Class C Shares are subject to a CDSC for only 12 months, Class C
Shares do not have the conversion feature applicable to Class B Shares and
your investment will therefore pay higher distribution fees indefinitely.
A maximum purchase limitation of $1,000,000 in the aggregate normally
applies to purchases of Class C Shares.
Note: Authorized Dealers may receive different compensation for selling
Class A, Class B or Class C Shares.
In addition to Class A, Class B and Class C Shares, each Fund also offers
other classes of shares to investors. These other share classes are subject
to different fees and expenses (which affect performance), have different
minimum investment requirements and are entitled to different services.
Information regarding these other share classes may be obtained from your
sales representative or from Goldman Sachs by calling the number on the back
cover of this Prospectus.
HOW TO SELL SHARES
How Can I Sell Class A, Class B And Class C Shares Of The Funds?
You may arrange to take money out of your account by selling (redeeming)
some or all of your shares. Each Fund will redeem its shares upon request on
any business day at the NAV next determined after receipt of such request in
proper form, subject to any applicable CDSC. You may request that redemption
proceeds be sent to you by check or by wire (if the wire instructions are on
record). Redemptions may be requested in writing or by telephone.
C-10
<PAGE>
SHAREHOLDER GUIDE
<TABLE>
<CAPTION>
Instructions For Redemptions:
-------------------------------------------------------------------------
<S> <C> <C>
By Writing: .Write a letter of instruction that includes:
.Your name(s) and signature(s)
.Your account number
.The Fund name and Class of Shares
.The dollar amount you want to sell
.How and where to send the proceeds
.Obtain a signature guarantee (see details below)
.Mail your request to:
Goldman Sachs Funds
c/o NFDS
P.O. Box 219711
Kansas City, MO 64121-9711
-------------------------------------------------------------------------
By Telephone: If you have not declined the telephone redemption
privileges on your Account Application:
.1-800-526-7384
(8:00 a.m. to 4:00 p.m. New York time)
.You may redeem up to $50,000 of your shares
within any 7 calendar day period
.Proceeds which are sent directly to a Goldman
Sachs brokerage account are not subject to the
$50,000 limit
-------------------------------------------------------------------------
</TABLE>
When Do I Need A Signature Guarantee To Redeem Shares?
A signature guarantee is required if:
.. You are requesting in writing to redeem shares in an amount over $50,000;
.. You would like the redemption proceeds sent to an address that is not your
address of record; or
.. You would like to change the bank designated on your Account Application.
A signature guarantee is designed to protect you, the Funds and Goldman
Sachs from fraud. You may obtain a signature guarantee from a bank, securi-
ties broker or dealer, credit union having the authority to issue signature
guarantees, savings and loan association, building and loan association,
cooperative bank, federal savings bank or association, national securities
exchange, registered securities association or clearing agency, provided
that such institution satisfies the standards established by Goldman Sachs.
Additional documentation may be required for executors, trustees or corpora-
tions or when deemed appropriate by the Transfer Agent.
What Do I Need To Know About Telephone Redemption Requests?
The Trust, the Distributor, the Investment Adviser and the Transfer Agent
will not be liable for any loss you may incur in the event that the Trust
accepts unauthorized telephone redemption requests that the Trust reasonably
believes to be genuine. The Trust may accept telephone redemption instruc-
tions from any person iden -
C-11
<PAGE>
tifying himself or herself as the owner of an account or the owner's regis-
tered representative where the owner has not declined in writing to use this
service. Thus, you risk possible losses if a telephone redemption is not
authorized by you.
In an effort to prevent unauthorized or fraudulent redemption and exchange
requests by telephone, Goldman Sachs and NFDS each employ reasonable proce-
dures specified by the Trust to confirm that such instructions are genuine.
If reasonable procedures are not employed, the Trust may be liable for any
loss due to unauthorized or fraudulent transactions. The following general
policies are currently in effect:
.. All telephone requests are recorded.
.. Proceeds of telephone redemption requests will be sent only to your
address of record or authorized bank account designated in the Account
Application (unless you provide written instructions and a signature guar-
antee, indicating another address or account) and exchanges of shares nor-
mally will be made only to an identically registered account.
.. Telephone redemptions will not be accepted during the 30-day period fol-
lowing any change in your address of record.
.. The telephone redemption option does not apply to shares held in a "street
name" account. "Street name" accounts are accounts maintained and serviced
by your Authorized Dealer. If your account is held in "street name," you
should contact your registered representative of record, who may make tel-
ephone redemptions on your behalf.
.. The telephone redemption option may be modified or terminated at any time.
Note: It may be difficult to make telephone redemptions in times of drastic
economic or market conditions.
How Are Redemption Proceeds Paid?
By Wire: You may arrange for your redemption proceeds to be wired as federal
funds to the bank account designated in your Account Application. The fol-
lowing general policies govern wiring redemption proceeds:
.. Redemption proceeds will normally be wired on the next business day in
federal funds (for a total of one business day delay), but may be paid up
to three business days following receipt of a properly executed wire
transfer redemption request. If you are selling shares you recently paid
for by check, the Fund will pay you when your check has cleared, which may
take up to 15 days. If the Federal Reserve Bank is closed on the day that
the redemption proceeds would ordinarily be wired, wiring the redemption
proceeds may be delayed one additional business day.
.. A transaction fee of $7.50 may be charged for payments of redemption pro-
ceeds by wire. Your bank may also charge wiring fees. You should contact
your bank directly to learn whether it charges such fees.
C-12
<PAGE>
SHAREHOLDER GUIDE
.. To change the bank designated on your Account Application, you must send
written instructions (with your signature guaranteed) to the Transfer
Agent.
.. Neither the Trust, Goldman Sachs nor any Authorized Dealer assume any
responsibility for the performance of your bank or any intermediaries in
the transfer process. If a problem with such performance arises, you
should deal directly with your bank or any such intermediaries.
By Check: You may elect to receive your redemption proceeds by check.
Redemption proceeds paid by check will normally be mailed to the address of
record within three business days of a properly executed redemption request.
If you are selling shares you recently paid for by check, the Fund will pay
you when your check has cleared, which may take up to 15 days.
What Else Do I Need To Know About Redemptions?
The following generally applies to redemption requests:
.. Additional documentation may be required when deemed appropriate by the
Transfer Agent. A redemption request will not be in proper form until such
additional documentation has been received.
The Trust reserves the right to:
.. Redeem your shares if your account balance is less than $50 as a result of
a redemption. The Funds will not redeem your shares on this basis if the
value of your account falls below the minimum account balance solely as a
result of market conditions. The Funds will give you 60 days' prior writ-
ten notice to allow you to purchase sufficient additional shares of the
Fund in order to avoid such redemption.
.. Redeem your shares in other circumstances determined by the Board of
Trustees to be in the best interests of the Trust.
.. Pay redemptions by a distribution in-kind of securities (instead of cash).
If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon the disposition of those securities.
Can I Reinvest Redemption Proceeds In The Same Or Another Goldman Sachs
Fund?
You may redeem shares of a Fund and reinvest a portion or all of the redemp-
tion proceeds (plus any additional amounts needed to round off purchases to
the nearest full share) at NAV. To be eligible for this privilege, you must
hold the shares you want to redeem for at least 30 days and you must rein-
vest the share proceeds within 90 days after you redeem. You may reinvest as
follows:
.. Class A or B Shares--Class A Shares of the same Fund or any other Goldman
Sachs Fund
.. Class C Shares--Class C Shares of the same Fund or any other Goldman Sachs
Fund
C-13
<PAGE>
.. You should obtain and read the applicable prospectuses before investing in
any other Funds.
.. If you pay a CDSC upon redemption of Class A or Class C Shares and then
reinvest in Class A or Class C Shares as described above, your account
will be credited with the amount of the CDSC you paid. The reinvested
shares will, however, continue to be subject to a CDSC. The holding period
of the shares acquired through reinvestment will include the holding
period of the redeemed shares for purposes of computing the CDSC payable
upon a subsequent redemption. For Class B Shares, you may reinvest the
redemption proceeds in Class A Shares at NAV but the amount of the CDSC
paid upon redemption of the Class B Shares will not be credited to your
account.
.. The reinvestment privilege may be exercised at any time in connection with
transactions in which the proceeds are reinvested at NAV in a tax-shel-
tered retirement plan. In other cases, the reinvestment privilege may be
exercised once per year upon receipt of a written request.
.. You may be subject to tax as a result of a redemption. You should consult
your tax adviser concerning the tax consequences of a redemption and rein-
vestment.
Can I Exchange My Investment From One Fund To Another?
You may exchange shares of a Fund at NAV without the imposition of an ini-
tial sales charge or CDSC at the time of exchange for shares of the same
class or an equivalent class of any other Goldman Sachs Fund. The exchange
privilege may be materially modified or withdrawn at any time upon 60 days'
written notice to you.
<TABLE>
<CAPTION>
Instructions For Exchanging Shares:
-----------------------------------------------------------------------
<S> <C> <C>
By Writing: .Write a letter of instruction that includes:
.Your name(s) and signature(s)
.Your account number
.The Fund name and Class of Shares
.The dollar amount you want to exchange
.Obtain a signature guarantee (see details above)
.Mail the request to:
Goldman Sachs Funds
c/o NFDS
P.O. Box 219711
Kansas City, MO 64121-9711
or for overnight delivery -
Goldman Sachs Funds
c/o NFDS
330 West 9th St.
Poindexter Bldg., 1st Floor
Kansas City, MO 64105
-----------------------------------------------------------------------
By Telephone: If you have not declined the telephone redemption
privilege on your Account Application:
.1-800-526-7384 (8:00 a.m. to 4:00 p.m.
New York time)
-----------------------------------------------------------------------
</TABLE>
C-14
<PAGE>
SHAREHOLDER GUIDE
You should keep in mind the following factors when making or considering an
exchange:
.. You should obtain and carefully read the prospectus of the Fund you are
acquiring before making an exchange.
.. Six free exchanges are allowed in each 12 month period.
.. A $12.50 fee may be charged for each subsequent exchange.
.. There is no charge for exchanges made pursuant to the Automatic Exchange
Program.
.. The exchanged shares may later be exchanged for shares of the same class
(or an equivalent class) of the original Fund at the next determined NAV
without the imposition of an initial sales charge or CDSC if the amount in
the Fund resulting from such exchanges is less than the largest amount on
which you have previously paid the applicable sales charge.
.. When you exchange shares subject to a CDSC, no CDSC will be charged at
that time. The exchanged shares will be subject to the CDSC of the shares
originally held. For purposes of determining the amount of the applicable
CDSC, the length of time you have owned the shares will be measured from
the date you acquired the original shares subject to a CDSC and will not
be affected by a subsequent exchange.
.. Eligible investors may exchange certain classes of shares for another
class of shares of the same Fund. For further information, call Goldman
Sachs Funds at 1-800-526-7384.
.. All exchanges which represent an initial investment in a Fund must satisfy
the minimum initial investment requirements of that Fund.
.. Exchanges are available only in states where exchanges may be legally
made.
.. It may be difficult to make telephone exchanges in times of drastic eco-
nomic or market conditions.
.. Goldman Sachs and NFDS may use reasonable procedures described under "What
Do I Need to Know About Telephone Redemption Requests?" in an effort to
prevent unauthorized or fraudulent telephone exchange requests.
.. Telephone exchanges normally will be made only to an identically regis-
tered account. Shares may be exchanged among accounts with different
names, addresses and social security or other taxpayer identification num-
bers only if the exchange instructions are in writing and accompanied by a
signature guarantee.
For federal income tax purposes, an exchange is treated as a redemption of
the shares surrendered in the exchange, on which you may be subject to tax,
followed by a purchase of shares received in the exchange. You should con-
sult your tax adviser concerning the tax consequences of an exchange.
C-15
<PAGE>
SHAREHOLDER SERVICES
Can I Arrange To Have Automatic Investments Made On A Regular Basis?
You may be able to make systematic cash investments through your bank via
ACH transfer or your checking account via bank draft each month. Forms for
this option are available from Goldman Sachs, your Authorized Dealer or you
may check the appropriate box on the Account Application.
Can My Dividends And Distributions From A Fund Be Invested In Other Funds?
You may elect to cross-reinvest dividends and capital gain distributions
paid by a Fund in shares of the same class or an equivalent class of any
other Goldman Sachs Fund.
.. Shares will be purchased at NAV.
.. No initial sales charge or CDSC will be imposed.
.. You may elect cross-reinvestment into an identically registered account or
an account registered in a different name or with a different address,
social security number or taxpayer identification number provided that the
account has been properly established, appropriate signature guarantees
obtained and the minimum initial investment has been satisfied.
Can I Arrange To Have Automatic Exchanges Made On A Regular Basis?
You may elect to exchange automatically a specified dollar amount of shares
of a Fund for shares of the same class or an equivalent class of any other
Goldman Sachs Fund.
.. Shares will be purchased at NAV.
.. No initial sales charge is imposed.
.. Shares subject to a CDSC acquired under this program may be subject to a
CDSC at the time of redemption from the Fund into which the exchange is
made depending upon the date and value of your original purchase.
.. Automatic exchanges are made monthly on the 15th day of each month or the
first business day thereafter.
.. Minimum dollar amount: $50 per month.
What Else Should I Know About Cross-Reinvestments And Automatic Exchanges?
Cross-reinvestments and automatic exchanges are subject to the following
conditions:
.. You must hold $5,000 or more in the Fund which is paying the dividend or
from which the exchange is being made.
C-16
<PAGE>
SHAREHOLDER GUIDE
.. You must invest an amount in the Fund into which cross-reinvestments or
automatic exchanges are being made that is equal to that Fund's minimum
initial investment or continue to cross-reinvest or to make automatic
exchanges until such minimum initial investment is met.
.. You should obtain and read the prospectus of the Fund into which dividends
are invested or automatic exchanges are made.
Can I Have Automatic Withdrawals Made On A Regular Basis?
You may draw on your account systematically via check or ACH transfer in any
amount of $50 or more.
.. It is normally undesirable to maintain a systematic withdrawal plan at the
same time that you are purchasing additional Class A, Class B or Class C
Shares because of the sales charge imposed on your purchases of Class A
Shares or the imposition of a CDSC on your redemptions of Class A, Class B
or Class C Shares.
.. You must have a minimum balance of $5,000 in a Fund.
.. Checks are mailed on or about the 25th day of each month.
.. Each systematic withdrawal is a redemption and therefore a taxable trans-
action.
.. The CDSC applicable to Class A, Class B or Class C Shares redeemed under
the systematic withdrawal plan may be waived.
What Types of Reports Will I Be Sent Regarding My Investment?
You will receive an annual report containing audited financial statements
and a semiannual report. To eliminate unnecessary duplication, only one copy
of such reports will be sent to shareholders with the same mailing address.
If you would like a duplicate copy to be mailed to you, please contact
Goldman Sachs Funds at 1-800-526-7384. You will also be provided with a
printed confirmation for each transaction in your account and an individual
quarterly account statement. A year-to-date statement for your account will
be provided upon request made to Goldman Sachs. If your account is held in
"street name" you may receive your statement and confirmations on a differ-
ent schedule. The Funds do not generally provide sub-accounting services.
What Should I Know When I Purchase Shares Through An Authorized Dealer?
Authorized Dealers and other financial intermediaries may provide varying
arrangements for their clients to purchase and redeem Fund shares. They may
charge additional fees not described in this Prospectus to their customers
for such services.
If shares of a Fund are held in a "street name" account with an Authorized
Dealer, all recordkeeping, transaction processing and payments of distribu-
tions relating to your account will be performed by the Authorized Dealer,
and not by the Fund and its Transfer Agent. Since the Funds will have no
record of your
C-17
<PAGE>
transactions, you should contact the Authorized Dealer to purchase, redeem
or exchange shares, to make changes in or give instructions concerning the
account or to obtain information about your account. The transfer of shares
in a "street name" account to an account with another dealer or to an
account directly with the Fund involves special procedures and will require
you to obtain historical purchase information about the shares in the
account from the Authorized Dealer.
Authorized Dealers and other financial intermediaries may be authorized to
accept, on behalf of the Trust, purchase, redemption and exchange orders
placed by or on behalf of their customers, and if approved by the Trust, to
designate other intermediaries to accept such orders. In these cases:
.. A Fund will be deemed to have received an order that is in proper form
when the order is accepted by an Authorized Dealer or intermediary on a
business day, and the order will be priced at the Fund's NAV per share
(adjusted for any applicable sales charge) next determined after such
acceptance.
.. Authorized Dealers and intermediaries are responsible for transmitting
accepted orders to the Funds within the time period agreed upon by them.
You should contact your Authorized Dealer or intermediary to learn whether
it is authorized to accept orders for the Trust.
The Investment Adviser, Distributor and/or their affiliates may pay addi-
tional compensation from time to time, out of their assets and not as an
additional charge to the Funds, to selected Authorized Dealers and other
persons in connection with the sale, distribution and/or servicing of shares
of the Funds and other Goldman Sachs Funds. Subject to applicable NASD regu-
lations, the Investment Adviser, Distributor and/or their affiliates may
also contribute to various cash and non-cash incentive arrangements to pro-
mote the sale of shares. This additional compensation can vary among Autho-
rized Dealers depending upon such factors as the amounts their customers
have invested (or may invest) in particular Goldman Sachs Funds, the partic-
ular program involved, or the amount of reimbursable expenses. Additional
compensation based on sales may, but is currently not expected to, exceed
0.50% (annualized) of the amount invested.
DISTRIBUTION SERVICES AND FEES
What Are The Different Distribution And Service Fees Paid By Class A, B and
C Shares?
The Trust has adopted distribution and service plans (each a "Plan") under
which Class A, Class B and Class C Shares bear distribution and service fees
paid to Authorized Dealers and Goldman Sachs. If the fees received by
Goldman Sachs pursuant to the Plans exceed its expenses, Goldman Sachs may
realize a profit from
C-18
<PAGE>
SHAREHOLDER GUIDE
their arrangements. Goldman Sachs pays the distribution and service fees on
a quarterly basis.
Under the Plans, Goldman Sachs is entitled to a monthly fee from each Fund
for distribution services equal, on an annual basis, to 0.25%, 0.75% and
0.75%, respectively, of a Fund's average daily net assets attributed to
Class A, Class B and Class C Shares. Because these fees are paid out of the
Fund's assets on an ongoing basis, over time, these fees will increase the
cost of your investment and may cost you more than paying other types of
such charges.
The distribution fees are subject to the requirements of Rule 12b-1 under
the Act, and may be used (among other things) for:
.. Compensation paid to and expenses incurred by Authorized Dealers, Goldman
Sachs and their respective officers, employees and sales representatives;
.. Commissions paid to Authorized Dealers;
.. Allocable overhead;
.. Telephone and travel expenses;
.. Interest and other costs associated with the financing of such compensa-
tion and expenses;
.. Printing of prospectuses for prospective shareholders;
.. Preparation and distribution of sales literature or advertising of any
type; and
.. All other expenses incurred in connection with activities primarily
intended to result in the sale of Class A, Class B and Class C Shares.
In connection with the sale of Class C Shares, Goldman Sachs begins paying
the 0.75% distribution fee as an ongoing commission to Authorized Dealers
after the shares have been held for one year.
PERSONAL ACCOUNT MAINTENANCE SERVICES AND FEES
Under the Plans, Goldman Sachs is also entitled to receive a separate fee
equal on an annual basis to 0.25% of each Fund's average daily net assets
attributed to Class B or Class C Shares. This fee is for personal and
account maintenance services, and may be used to make payments to Goldman
Sachs, Authorized Dealers and their officers, sales representatives and
employees for responding to inquiries of, and furnishing assistance to,
shareholders regarding ownership of their shares or their accounts or simi-
lar services not otherwise provided on behalf of the Funds. If the fees
received by Goldman Sachs pursuant to the Plans exceed its expenses, Goldman
Sachs may realize a profit from this arrangement.
In connection with the sale of Class C Shares, Goldman Sachs begins paying
the 0.25% ongoing service fee to Authorized Dealers after the shares have
been held for one year.
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Taxation
TAXABILITY OF DISTRIBUTIONS
Fund distributions are taxable to you as ordinary income (unless your
investment is in an IRA or other tax-advantaged account) to the extent they
are attributable to the Fund's net investment income, certain net realized
foreign exchange gains and net short-term capital gains. They are taxable as
long-term capital gains to the extent they are attributable to the Fund's
excess of net long-term capital gains over net short-term capital losses.
The tax status of any distribution is the same regardless of how long you
have been in the Fund and whether you reinvest in additional shares or take
the distribution as cash. Certain distributions paid by a Fund in January of
a given year may be taxable to shareholders as if received the prior Decem-
ber 31. The tax status and amounts of the distributions for each calendar
year will be detailed in your annual tax statement from the Fund.
A Fund's dividends that are paid to its corporate shareholders and are
attributable to qualifying dividends the Fund receives from U.S. domestic
corporations may be eligible, in the hands of the corporate shareholders,
for the corporate dividends-received deduction, subject to certain holding
period requirements and debt financing limitations.
Each Fund may be subject to foreign withholding or other foreign taxes on
income or gain from certain foreign securities. In general, the Funds may
deduct these taxes in computing their taxable income.
There are certain tax requirements that all Funds must follow in order to
avoid federal taxation. In its efforts to adhere to these requirements, the
Funds may have to limit their investment activity in some types of instru-
ments.
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TAXABILITY OF SALES AND EXCHANGES
Any sale or exchange of Fund shares may generate a tax liability (unless
your investment is in an IRA or other tax-advantaged account). Depending
upon the purchase or sale price of the shares you sell or exchange, you may
have a gain or a loss on the transaction.
You will recognize taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange for shares of another Fund, based on the
difference between your tax basis in the shares and the amount you receive
for them. (To aid in computing your tax basis, you generally should retain
your account statements for the periods that you hold shares.) Generally,
this gain or loss will be long-term or short-term depending on whether your
holding period for shares exceeds 12 months, except that, any loss recog-
nized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.
In addition to federal income taxes, you may be subject to state, local or
foreign taxes on payments received from a Fund or on the value of the shares
held by you. More tax information is provided in the Additional Statement.
You should also consult your own tax adviser for information regarding all
tax consequences applicable to your investments in the Funds.
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Appendix A
Additional Information on Portfolio Risks, Securities and Techniques
A. General Portfolio Risks
The Funds will be subject to the risks associated with equity securities.
"Equity securities" include common stocks, preferred stocks, interests in
real estate investment trusts, convertible debt obligations, convertible
preferred stocks, equity interests in trusts, partnerships, joint ventures,
limited liability companies and similar enterprises, warrants and stock pur-
chase rights. In general, stock values fluctuate in response to the activi-
ties of individual companies and in response to general market and economic
conditions. Accordingly, the value of the stocks that a Fund holds may
decline over short or extended periods. The stock markets tend to be cycli-
cal, with periods when stock prices generally rise and periods when prices
generally decline. The volatility of equity securities means that the value
of your investment in the Funds may increase or decrease. As of the date of
this Prospectus, certain stock markets were trading at or close to record
high levels and there can be no guarantee that such levels will continue.
To the extent that a Fund invests in fixed-income securities, that Fund will
also be subject to the risks associated with its fixed-income securities.
These risks include interest rate risk, credit risk and call/extension risk.
In general, interest rate risk involves the risk that when interest rates
decline, the market value of fixed-income securities tends to increase. Con-
versely, when interest rates increase, the market value of fixed-income
securities tends to decline. Credit risk involves the risk that an issuer
could default on its obligations, and a Fund will not recover its invest-
ment. Call risk and extension risk are normally present in mortgage-backed
securities and asset-backed securities. For example, homeowners have the
option to prepay their mortgages. Therefore, the duration of a security
backed by home mortgages can either shorten (call risk) or lengthen (exten-
sion risk). In general, if interest rates on new mortgage loans fall suffi-
ciently below the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to increase. Conversely, if mortgage
loan interest rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to decrease. In
either case, a change in the prepayment rate can result in losses to invest-
ors.
The Investment Adviser will not consider the portfolio turnover rate a lim-
iting factor in making investment decisions for a Fund. A high rate of port-
folio turnover (100% or more) involves correspondingly greater expenses
which must be
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borne by a Fund and its shareholders. The portfolio turnover rate is calcu-
lated by dividing the lesser of the dollar amount of sales or purchases of
portfolio securities by the average monthly value of a Fund's portfolio
securities, excluding securities having a maturity at the date of purchase
of one year or less. See "Financial Highlights" in Appendix B for a state-
ment of the Funds' historical portfolio turnover rates.
The following sections provide further information on certain types of secu-
rities and investment techniques that may be used by the Funds, including
their associated risks. Additional information is provided in the Additional
Statement, which is available upon request. Among other things, the Addi-
tional Statement describes certain fundamental investment restrictions that
cannot be changed without shareholder approval. You should note, however,
that all investment objectives and policies not specifically designated as
fundamental are non-fundamental and may be changed without shareholder
approval. If there is a change in a Fund's investment objective, you should
consider whether that Fund remains an appropriate investment in light of
your then current financial position and needs.
B. Other Portfolio Risks
Risks of Investing in Small Capitalization Companies and REITs. Investments
in small capitalization companies and REITs involve greater risk and portfo-
lio price volatility than investments in larger capitalization stocks. Among
the reasons for the greater price volatility of these investments are the
less certain growth prospects of smaller firms and the lower degree of
liquidity in the markets for such securities. Small capitalization companies
and REITs may be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period of time. In
addition, these securities are subject to the risk that during certain peri-
ods the liquidity of particular issuers or industries, or all securities in
these investment categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or adverse
investor perceptions whether or not accurate. Because of the lack of suffi-
cient market liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a substantial
drop in price. Small capitalization companies and REITs include "unseasoned"
issuers that do not have an established financial history; often have lim-
ited product lines, markets or financial resources; may depend on or use a
few key personnel for management; and may be susceptible to losses and risks
of bankruptcy. Transaction costs for these investments are often higher than
those of larger capitalization companies. Investments in small capitaliza-
tion companies and REITs may be more difficult to
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<PAGE>
APPENDIX A
price precisely than other types of securities because of their characteris-
tics and lower trading volumes.
Risks of Foreign Investments. Foreign investments involve special risks that
are not typically associated with U.S. dollar denominated or quoted securi-
ties of U.S. issuers. Foreign investments may be affected by changes in cur-
rency rates, changes in foreign or U.S. laws or restrictions applicable to
such investments and changes in exchange control regulations (e.g., currency
blockage). A decline in the exchange rate of the currency (i.e., weakening
of the currency against the U.S. dollar) in which a portfolio security is
quoted or denominated relative to the U.S. dollar would reduce the value of
the portfolio security. In addition, if the currency in which a Fund
receives dividends, interest or other payments declines in value against the
U.S. dollar before such income is distributed as dividends to shareholders
or converted to U.S. dollars, the Fund may have to sell portfolio securities
to obtain sufficient cash to pay such dividends.
The introduction of a single currency, the euro, on January 1, 1999 for par-
ticipating nations in the European Economic and Monetary Union presents
unique uncertainties, including the legal treatment of certain outstanding
financial contracts after January 1, 1999 that refer to existing currencies
rather than the euro; the establishment and maintenance of exchange rates
for currencies being converted into the euro; the fluctuation of the euro
relative to non-euro currencies during the transition period from January 1,
1999 to December 31, 2001 and beyond; whether the interest rate, tax and
labor regimes of European countries participating in the euro will converge
over time; and whether the conversion of the currencies of other countries
that now are or may in the future become members of the European Union
("EU"), may have an impact on the euro. These or other factors, including
political and economic risks, could cause market disruptions, and could
adversely affect the value of securities held by the Funds.
Brokerage commissions, custodial services and other costs relating to
investment in international securities markets generally are more expensive
than in the United States. In addition, clearance and settlement procedures
may be different in foreign countries and, in certain markets, such proce-
dures have been unable to keep pace with the volume of securities transac-
tions, thus making it difficult to conduct such transactions.
Foreign issuers are not generally subject to uniform accounting, auditing
and financial reporting standards comparable to those applicable to U.S.
issuers. There may be less publicly available information about a foreign
issuer than about a U.S. issuer. In addition, there is generally less gov-
ernment regulation of foreign markets, companies and securities dealers than
in the United States. Foreign securities markets may have substantially less
volume than U.S. securities markets and secu-
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<PAGE>
rities of many foreign issuers are less liquid and more volatile than secu-
rities of comparable domestic issuers. Efforts in foreign countries to reme-
diate potential Year 2000 problems are not as extensive as those in the
United States. As a result, the operations of foreign markets, foreign
issuers and foreign governments may be disrupted by the Year 2000 Problem,
and the investment portfolio of a Fund may be adversely affected. Further-
more, with respect to certain foreign countries, there is a possibility of
nationalization, expropriation or confiscatory taxation, imposition of with-
holding or other taxes on dividend or interest payments (or, in some cases,
capital gains), limitations on the removal of funds or other assets of the
Funds, and political or social instability or diplomatic developments which
could affect investments in those countries.
Concentration of a Fund's assets in one or a few countries and currencies
will subject a Fund to greater risks than if a Fund's assets were not geo-
graphically concentrated.
Investment in sovereign debt obligations by certain Funds involves risks not
present in debt obligations of corporate issuers. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited recourse to compel
payment in the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and in turn a
Fund's NAV, to a greater extent than the volatility inherent in debt obliga-
tions of U.S. issuers.
A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign currency reserves, the avail-
ability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the sov-
ereign debtor's policy toward international lenders, and the political
constraints to which a sovereign debtor may be subject.
Investments in foreign securities may take the form of sponsored and
unsponsored American Depository Receipts ("ADRs") and Global Depository
Receipts ("GDRs"). Certain Funds may also invest in European Depository
Receipts ("EDRs") or other similar instruments representing securities of
foreign issuers. ADRs represent the right to receive securities of foreign
issuers deposited in a domestic bank or a correspondent bank. Prices of ADRs
are quoted in U.S. dollars, and ADRs are traded in the United States. EDRs
and GDRs are receipts evidencing an arrangement with a non-U.S. bank. EDRs
and GDRs are not necessarily quoted in the same currency as the underlying
security.
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APPENDIX A
Risks of Emerging Countries. Certain Funds may invest in securities of
issuers located in emerging countries. The risks of foreign investment are
heightened when the issuer is located in an emerging country. Emerging coun-
tries are generally located in the Asia-Pacific region, Eastern Europe,
Latin and South America and Africa. A Fund's purchase and sale of portfolio
securities in certain emerging countries may be constrained by limitations
as to daily changes in the prices of listed securities, periodic trading or
settlement volume and/or limitations on aggregate holdings of foreign
investors. Such limitations may be computed based on the aggregate trading
volume by or holdings of a Fund, the Investment Adviser, its affiliates and
their respective clients and other service providers. A Fund may not be able
to sell securities in circumstances where price, trading or settlement vol-
ume limitations have been reached.
Foreign investment in the securities markets of certain emerging countries
is restricted or controlled to varying degrees which may limit investment in
such countries or increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval prior to
investments by foreign persons or limit investment by foreign persons to
only a specified percentage of an issuer's outstanding securities or a spe-
cific class of securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by nationals. In
addition, certain countries may restrict or prohibit investment opportuni-
ties in issuers or industries deemed important to national interests. Such
restrictions may affect the market price, liquidity and rights of securities
that may be purchased by a Fund. The repatriation of both investment income
and capital from certain emerging countries is subject to restrictions such
as the need for governmental consents. Due to restrictions on direct invest-
ment in equity securities in certain Asian countries, it is anticipated that
a Fund may invest in such countries through other investment funds in such
countries.
Many emerging countries have experienced currency devaluations and substan-
tial (and, in some cases, extremely high) rates of inflation, which have had
a negative effect on the economies and securities markets of such emerging
countries. Economies in emerging countries generally are dependent heavily
upon commodity prices and international trade and, accordingly, have been
and may continue to be affected adversely by the economies of their trading
partners, trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by
the countries with which they trade.
Many emerging countries are subject to a substantial degree of economic,
political and social instability. Governments of some emerging countries are
authoritarian
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<PAGE>
in nature or have been installed or removed as a result of military coups,
while governments in other emerging countries have periodically used force
to suppress civil dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection, among other
factors, have also led to social unrest, violence and/or labor unrest in
some emerging countries. Unanticipated political or social developments may
result in sudden and significant investment losses. Investing in emerging
countries involves greater risk of loss due to expropriation, nationaliza-
tion, confiscation of assets and property or the imposition of restrictions
on foreign investments and on repatriation of capital invested.
A Fund's investment in emerging countries may also be subject to withholding
or other taxes, which may be significant and may reduce the return from an
investment in such country to the Fund.
Settlement procedures in emerging countries are frequently less developed
and reliable than those in the United States and often may involve a Fund's
delivery of securities before receipt of payment for their sale. In addi-
tion, significant delays are common in certain markets in registering the
transfer of securities. Settlement or registration problems may make it more
difficult for a Fund to value its portfolio securities and could cause the
Fund to miss attractive investment opportunities, to have a portion of its
assets uninvested or to incur losses due to the failure of a counterparty to
pay for securities the Fund has delivered or the Fund's inability to com-
plete its contractual obligations. The creditworthiness of the local securi-
ties firms used by the Fund in emerging countries may not be as sound as the
creditworthiness of firms used in more developed countries. As a result, the
Fund may be subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
The small size and inexperience of the securities markets in certain emerg-
ing countries and the limited volume of trading in securities in those coun-
tries may make a Fund's investments in such countries less liquid and more
volatile than investments in countries with more developed securities mar-
kets (such as the United States, Japan and most Western European countries).
A Fund's investments in emerging countries are subject to the risk that the
liquidity of a particular investment, or investments generally, in such
countries will shrink or disappear suddenly and without warning as a result
of adverse economic, market or political conditions or adverse investor per-
ceptions, whether or not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required to effect
sales at a disadvantageous time and only then at a substantial drop in
price. Investments in emerging countries may be more difficult to price pre-
cisely because of the characteristics discussed above and lower trading vol-
umes.
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APPENDIX A
A Fund's use of foreign currency management techniques in emerging countries
may be limited. Due to the limited market for these instruments in emerging
countries, the Investment Adviser does not currently anticipate that a sig-
nificant portion of the Funds' currency exposure in emerging countries, if
any, will be covered by such instruments.
Risks of Derivative Investments. A Fund's transactions, if any, in options,
futures, options on futures, swaps, interest rate caps, floors and collars,
structured securities and currency transactions involve additional risk of
loss. Loss can result from a lack of correlation between changes in the
value of derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative instruments,
or the risks arising from margin requirements and related leverage factors
associated with such transactions. The use of these management techniques
also involves the risk of loss if the Investment Adviser is incorrect in its
expectation of fluctuations in securities prices, interest rates or currency
prices. Each Fund may also invest in derivative investments for non-hedging
purposes (that is, to seek to increase total return). Investing for non-
hedging purposes is considered a speculative practice and presents even
greater risk of loss.
Risks of Illiquid Securities. Each Fund may invest up to 15% of its net
assets in illiquid securities which cannot be disposed of in seven days in
the ordinary course of business at fair value. Illiquid securities include:
..Both domestic and foreign securities that are not readily marketable
..Certain stripped mortgage-backed securities
..Repurchase agreements and time deposits with a notice or demand period of
more than seven days
..Certain over-the-counter options
..Certain restricted securities, unless it is determined, based upon a review
of the trading markets for a specific restricted security, that such
restricted security is eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 ("144A Securities") and, therefore, is liquid
Investing in 144A Securities may decrease the liquidity of a Fund's portfo-
lio to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The purchase price
and subsequent valuation of restricted and illiquid securities normally
reflect a discount, which may be significant, from the market price of com-
parable securities for which a liquid market exists.
Credit Risks. Debt securities purchased by the Funds may include securities
(including zero coupon bonds) issued by the U.S. government (and its agen-
cies, instrumentalities and sponsored enterprises), foreign governments,
domestic and
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<PAGE>
foreign corporations, banks and other issuers. Further information is pro-
vided in the Additional Statement.
Debt securities rated BBB or higher by Standard & Poor's or Baa or higher by
Moody's are considered "investment grade." Securities rated BBB or Baa are
considered medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken their
issuers' capacity to pay interest and repay principal. A security will be
deemed to have met a rating requirement if it receives the minimum required
rating from at least one such rating organization even though it has been
rated below the minimum rating by one or more other rating organizations, or
if unrated by such rating organizations, determined by the Investment
Adviser to be of comparable credit quality.
Certain Funds may invest in fixed-income securities rated BB or Ba or below
(or comparable unrated securities) which are commonly referred to as "junk
bonds." Junk bonds are considered predominantly speculative and may be ques-
tionable as to principal and interest payments.
In some cases, junk bonds may be highly speculative, have poor prospects for
reaching investment grade standing and be in default. As a result, invest-
ment in such bonds will present greater speculative risks than those associ-
ated with investment in investment grade bonds. Also, to the extent that the
rating assigned to a security in a Fund's portfolio is downgraded by a rat-
ing organization, the market price and liquidity of such security may be
adversely affected.
Temporary Investment Risks. Each Fund may, for temporary defensive purposes,
invest a certain percentage of its total assets in:
..U.S. government securities
..Commercial paper rated at least A-2 by Standard & Poor's or P-2 by Moody's
..Certificates of deposit
..Bankers' acceptances
..Repurchase agreements
..Non-convertible preferred stocks and non-convertible corporate bonds with a
remaining maturity of less than one year
When a Fund's assets are invested in such instruments, the Fund may not be
achieving its investment objective.
C. Portfolio Securities and Techniques
This section provides further information on certain types of securities and
investment techniques that may be used by the Funds, including their associ-
ated risks.
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APPENDIX A
Further information is provided in the Additional Statement, which is avail-
able upon request.
Convertible Securities. Each Fund may invest in convertible securities. Con-
vertible securities are preferred stock or debt obligations that are con-
vertible into common stock. Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar qual-
ity. Convertible securities in which a Fund invests are subject to the same
rating criteria as its other investments in fixed-income securities. Con-
vertible securities have both equity and fixed-income risk characteristics.
Like all fixed-income securities, the value of convertible securities is
susceptible to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline. However, when the market price of the common stock underlying
a convertible security exceeds the conversion price of the convertible secu-
rity, the convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security, like a fixed-income security, tends to
trade increasingly on a yield basis, and thus may not decline in price to
the same extent as the underlying common stock.
Foreign Currency Transactions. A Fund may, to the extent consistent with its
investment policies, purchase or sell foreign currencies on a cash basis or
through forward contracts. A forward contract involves an obligation to pur-
chase or sell a specific currency at a future date at a price set at the
time of the contract. A Fund may engage in foreign currency transactions for
hedging purposes and to seek to protect against anticipated changes in
future foreign currency exchange rates. In addition, certain Funds may also
enter into such transactions to seek to increase total return, which is con-
sidered a speculative practice.
Some Funds may also engage in cross-hedging by using forward contracts in a
currency different from that in which the hedged security is denominated or
quoted if the Investment Adviser determines that there is a pattern of cor-
relation between the two currencies. A Fund may hold foreign currency
received in connection with investments in foreign securities when, in the
judgment of the Investment Adviser, it would be beneficial to convert such
currency into U.S. dollars at a later date (e.g., the Investment Adviser may
anticipate the foreign currency to appreciate against the U.S. dollar).
Currency exchange rates may fluctuate significantly over short periods of
time, causing, along with other factors, a Fund's NAV to fluctuate (when the
Fund's NAV fluctuates, the value of your shares may go up or down). Currency
exchange rates also can be affected unpredictably by the intervention of
U.S. or foreign
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<PAGE>
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad.
The market in forward foreign currency exchange contracts, currency swaps
and other privately negotiated currency instruments offers less protection
against defaults by the other party to such instruments than is available
for currency instruments traded on an exchange. Such contracts are subject
to the risk that the counterparty to the contract will default on its obli-
gations. Since these contracts are not guaranteed by an exchange or clear-
inghouse, a default on a contract would deprive a Fund of unrealized prof-
its, transaction costs or the benefits of a currency hedge or could force
the Fund to cover its purchase or sale commitments, if any, at the current
market price.
Structured Securities. Each Fund may invest in structured securities. Struc-
tured securities are securities whose value is determined by reference to
changes in the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the "Reference") or the relative
change in two or more References. The interest rate or the principal amount
payable upon maturity or redemption may be increased or decreased depending
upon changes in the applicable Reference. Structured securities may be posi-
tively or negatively indexed, so that appreciation of the Reference may pro-
duce an increase or decrease in the interest rate or value of the security
at maturity. In addition, changes in the interest rates or the value of the
security at maturity may be a multiple of changes in the value of the Refer-
ence. Consequently, structured securities may present a greater degree of
market risk than other types of fixed-income securities and may be more vol-
atile, less liquid and more difficult to price accurately than less complex
securities.
REITs. Each Fund may invest in REITS. REITS are pooled investment vehicles
that invest primarily in either real estate or real estate related loans.
The value of a REIT is affected by changes in the value of the properties
owned by the REIT or securing mortgage loans held by the REIT. REITs are
dependent upon the ability of the REITs' managers, and are subject to heavy
cash flow dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable income tax
treatment. REITs are also subject to risks generally associated with invest-
ments in real estate including possible declines in the value of real
estate, general and local economic conditions, environmental problems and
changes in interest rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain other respects,
these risks may be heightened. A Fund will indirectly bear its proportionate
share of any expenses, including management fees, paid by a REIT in which it
invests.
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APPENDIX A
Options on Securities, Securities Indices and Foreign Currencies. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) of the option the obligation to buy, the underlying instrument dur-
ing the option period. A call option gives the purchaser of the option the
right to buy, and the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each Fund may write
(sell) covered call and put options and purchase put and call options on any
securities in which they may invest or on any securities index comprised of
securities in which they may invest. A Fund may also, to the extent that it
invests in foreign securities, purchase and sell (write) put and call
options on foreign currencies.
The writing and purchase of options is a highly specialized activity which
involves special investment risks. Options may be used for either hedging or
cross-hedging purposes, or to seek to increase total return (which is con-
sidered a speculative activity). The successful use of options depends in
part on the ability of the Investment Adviser to manage future price fluctu-
ations and the degree of correlation between the options and securities (or
currency) markets. If the Investment Adviser is incorrect in its expectation
of changes in market prices or determination of the correlation between the
instruments or indices on which options are written and purchased and the
instruments in a Fund's investment portfolio, the Fund may incur losses that
it would not otherwise incur. The use of options can also increase a Fund's
transaction costs. Options written or purchased by the Funds may be traded
on either U.S. or foreign exchanges or over-the-counter. Foreign and over-
the-counter options will present greater possibility of loss because of
their greater illiquidity and credit risks.
Futures Contracts and Options on Futures Contracts. Futures contracts are
standardized, exchange-traded contracts that provide for the sale or pur-
chase of a specified financial instrument or currency at a future time at a
specified price. An option on a futures contract gives the purchaser the
right (and the writer of the option the obligation) to assume a position in
a futures contract at a specified exercise price within a specified period
of time. A futures contract may be based on various securities (such as U.S.
government securities), foreign currencies, securities indices and other
financial instruments and indices. The Funds may engage in futures transac-
tions on both U.S. and foreign exchanges.
Each Fund may purchase and sell futures contracts, and purchase and write
call and put options on futures contracts, in order to seek to increase
total return or to hedge against changes in interest rates, securities
prices or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage their term structures, sector selec-
tion and durations in accordance with their investment objectives and poli-
cies. Each Fund may also enter into closing purchase and sale
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<PAGE>
transactions with respect to such contracts and options. A Fund will engage
in futures and related options transactions for bona fide hedging purposes
as defined in regulations of the Commodity Futures Trading Commission or to
seek to increase total return to the extent permitted by such regulations. A
Fund may not purchase or sell futures contracts or purchase or sell related
options to seek to increase total return, except for closing purchase or
sale transactions, if immediately thereafter the sum of the amount of ini-
tial margin deposits and premiums paid on the Fund's outstanding positions
in futures and related options entered into for the purpose of seeking to
increase total return would exceed 5% of the market value of the Fund's net
assets.
Futures contracts and related options present the following risks:
..While a Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency
exchange rates may result in poorer overall performance than if the Fund
had not entered into any futures contracts or options transactions.
..Because perfect correlation between a futures position and portfolio posi-
tion that is intended to be protected is impossible to achieve, the desired
protection may not be obtained and a Fund may be exposed to additional risk
of loss.
..The loss incurred by a Fund in entering into futures contracts and in writ-
ing call options on futures is potentially unlimited and may exceed the
amount of the premium received.
..Futures markets are highly volatile and the use of futures may increase the
volatility of a Fund's NAV.
..As a result of the low margin deposits normally required in futures trad-
ing, a relatively small price movement in a futures contract may result in
substantial losses to a Fund.
..Futures contracts and options on futures may be illiquid, and exchanges may
limit fluctuations in futures contract prices during a single day.
..Foreign exchanges may not provide the same protection as U.S. exchanges.
Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the
parties to a swap agreement to exchange the dividend income or other compo-
nents of return on an equity investment (for example, a group of equity
securities or an index) for a component of return on another non-equity or
equity investment.
An equity swap may be used by a Fund to invest in a market without owning or
taking physical custody of securities in circumstances in which direct
investment may be restricted for legal reasons or is otherwise impractical.
Equity swaps are derivatives and their value can be very volatile. To the
extent that the Investment Adviser does not accurately analyze and predict
the potential relative fluctuation of the components swapped with another
party, a Fund may suffer a loss. The
D-14
<PAGE>
APPENDIX A
value of some components of an equity swap (such as the dividends on a com-
mon stock) may also be sensitive to changes in interest rates. Furthermore,
a Fund may suffer a loss if the counterparty defaults.
When-Issued Securities and Forward Commitments. Each Fund may purchase when-
issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. When-issued
securities are securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of entering
into the transaction. A forward commitment involves the entering into a con-
tract to purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased
declines before the settlement date. Conversely, the sale of securities on a
forward commitment basis involves the risk that the value of the securities
sold may increase before the settlement date. Although a Fund will generally
purchase securities on a when-issued or forward commitment basis with the
intention of acquiring securities for its portfolio, a Fund may dispose of
when-issued securities or forward commitments prior to settlement if the
Investment Adviser deems it appropriate.
Repurchase Agreements. Repurchase agreements involve the purchase of securi-
ties subject to the seller's agreement to repurchase them at a mutually
agreed upon date and price. Each Fund may enter into repurchase agreements
with primary dealers in U.S. government securities and member banks of the
Federal Reserve System which furnish collateral at least equal in value or
market price to the amount of their repurchase obligation.
If the other party or "seller" defaults, a Fund might suffer a loss to the
extent that the proceeds from the sale of the underlying securities and
other collateral held by the Fund are less than the repurchase price and the
Fund's costs associated with delay and enforcement of the repurchase agree-
ment. In addition, in the event of bankruptcy of the seller, a Fund could
suffer additional losses if a court determines that the Fund's interest in
the collateral is not enforceable.
In evaluating whether to enter into a repurchase agreement, the Investment
Adviser will carefully consider the creditworthiness of the seller. Certain
Funds, together with other registered investment companies having advisory
agreements with the Investment Adviser or any of its affiliates, may trans-
fer uninvested cash balances into a single joint account, the daily aggre-
gate balance of which will be invested in one or more repurchase agreements.
D-15
<PAGE>
Lending of Portfolio Securities. Each Fund may engage in securities lending.
Securities lending involves the lending of securities owned by a Fund to
financial institutions such as certain broker-dealers. The borrowers are
required to secure their loan continuously with cash, cash equivalents, U.S.
government securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may be invested
in cash equivalents. If the Investment Adviser determines to make securities
loans, the value of the securities loaned may not exceed 33 1/3% of the
value of the total assets of a Fund (including the loan collateral).
A Fund may lend its securities to increase its income. A Fund may, however,
experience delay in the recovery of its securities if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement
with the Fund.
Short Sales Against-the-Box. Certain Funds may make short sales against-the-
box. A short sale against-the-box means that at all times when a short posi-
tion is open the Fund will own an equal amount of securities sold short, or
securities convertible into or exchangeable for, without payment of any fur-
ther consideration, an equal amount of the securities of the same issuer as
the securities sold short.
Preferred Stock, Warrants and Rights. Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that represent
an ownership interest providing the holder with claims on the issuer's earn-
ings and assets before common stock owners but after bond owners. Unlike
debt securities, the obligations of an issuer of preferred stock, including
dividend and other payment obligations, may not typically be accelerated by
the holders of such preferred stock on the occurrence of an event of default
or other non-compliance by the issuer of the preferred stock.
Warrants and other rights are options to buy a stated number of shares of
common stock at a specified price at any time during the life of the war-
rant. The holders of warrants and rights have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.
Other Investment Companies. Each Fund may invest in securities of other
investment companies (including SPDRs and WEBs, as defined below) subject to
statutory limitations prescribed by the Act. These limitations include a
prohibition on any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more than 5% of a
Fund's total assets in securities of any one investment company or more than
10% of its total assets in securities of all investment companies. A Fund
will indirectly bear its proportionate share of any management fees and
other expenses paid by such other invest-
D-16
<PAGE>
APPENDIX A
ment companies. Such other investment companies will have investment objec-
tives, policies and restrictions substantially similar to those of the
acquiring Fund and will be subject to substantially the same risks.
..Standard & Poor's Depository Receipts. The Funds may, consistent with their
investment policies, purchase Standard & Poor's Depository Receipts
("SPDRs"). SPDRs are securities traded on the American Stock Exchange
("AMEX") that represent ownership in the SPDR Trust, a trust which has been
established to accumulate and hold a portfolio of common stocks that is
intended to track the price performance and dividend yield of the S&P 500.
The SPDR Trust is sponsored by a subsidiary of the AMEX. SPDRs may be used
for several reasons, including, but not limited to, facilitating the han-
dling of cash flows or trading, or reducing transaction costs. The price
movement of SPDRs may not perfectly parallel the price action of the S&P
500.
..World Equity Benchmark Shares. World Equity Benchmark Shares ("WEBS") are
shares of an investment company that invests substantially all of its
assets in securities included in the MSCI indices for specified countries.
WEBS are listed on the AMEX and were initially offered to the public in
1996. The market prices of WEBS are expected to fluctuate in accordance
with both changes in the NAVs of their underlying indices and supply and
demand of WEBS on the AMEX. To date, WEBS have traded at relatively modest
discounts and premiums to their NAVs. However, WEBS have a limited operat-
ing history and information is lacking regarding the actual performance and
trading liquidity of WEBS for extended periods or over complete market
cycles. In addition, there is no assurance that the requirements of the
AMEX necessary to maintain the listing of WEBS will continue to be met or
will remain unchanged. In the event substantial market or other disruptions
affecting WEBS should occur in the future, the liquidity and value of a
Fund's shares could also be substantially and adversely affected. If such
disruptions were to occur, a Fund could be required to reconsider the use
of WEBS as part of its investment strategy.
Unseasoned Companies. Each Fund may invest in companies (including predeces-
sors) which have operated less than three years, except that this limitation
does not apply to debt securities which have been rated investment grade or
better by at least one NRSRO. The securities of such companies may have lim-
ited liquidity, which can result in their being priced higher or lower than
might otherwise be the case. In addition, investments in unseasoned compa-
nies are more speculative and entail greater risk than do investments in
companies with an established operating record.
D-17
<PAGE>
Corporate Debt Obligations. Corporate debt obligations include bonds, notes,
debentures and other obligations of corporations to pay interest and repay
principal, and include securities issued by banks and other financial insti-
tutions. Each Fund may invest in corporate debt obligations issued by U.S.
and certain non-U.S. issuers which issue securities denominated in the U.S.
dollar (including Yankee and Euro obligations). In addition to obligations
of corporations, corporate debt obligations include securities issued by
banks and other financial institutions and supranational entities (i.e., the
World Bank, the International Monetary Fund, etc.).
Bank Obligations. Each Fund may invest in obligations issued or guaranteed
by U.S. or foreign banks. Bank obligations, including without limitations,
time deposits, bankers' acceptances and certificates of deposit, may be gen-
eral obligations of the parent bank or may be limited to the issuing branch
by the terms of the specific obligations or by government regulations. Banks
are subject to extensive but different governmental regulations which may
limit both the amount and types of loans which may be made and interest
rates which may be charged. In addition, the profitability of the banking
industry is largely dependent upon the availability and cost of funds for
the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important
part in the operation of this industry.
U.S. Government Securities and Related Custodial Receipts. Each Fund may
invest in U.S. government securities and related custodial receipts. U.S.
government securities include U.S. Treasury obligations and obligations
issued or guaranteed by U.S. government agencies, instrumentalities or spon-
sored enterprises. U.S. government securities may be supported by (a) the
full faith and credit of the U.S. Treasury (such as the Government National
Mortgage Association ("Ginnie Mae")); (b) the right of the issuer to borrow
from the U.S. Treasury (such as securities of the Student Loan Marketing
Association); (c) the discretionary authority of the U.S. government to pur-
chase certain obligations of the issuer (such as the Federal National Mort-
gage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation
("Freddie Mac")); or (d) only the credit of the issuer. U.S. government
securities also include Treasury receipts, zero coupon bonds and other
stripped U.S. government securities, where the interest and principal compo-
nents of stripped U.S. government securities are traded independently.
Interests in U.S. government securities may be purchased in the form of cus-
todial receipts that evidence ownership of future interest payments, princi-
pal payments or both on certain notes or bonds issued or guaranteed as to
principal and interest by the U.S. government, its agencies, instrumentali-
ties, political subdivisions or
D-18
<PAGE>
APPENDIX A
authorities. For certain securities law purposes, custodial receipts are not
considered obligations of the U.S. government.
Mortgage-Backed Securities. Certain Funds may invest in mortgage-backed
securities. Mortgage-backed securities represent direct or indirect partici-
pations in, or are collateralized by and payable from, mortgage loans
secured by real property. Mortgage-backed securities can be backed by either
fixed rate mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity. Privately issued
mortgage-backed securities are normally structured with one or more types of
"credit enhancement." However, these mortgage-backed securities typically do
not have the same credit standing as U.S. government guaranteed mortgage-
backed securities.
Mortgage-backed securities may include multiple class securities, including
collateralized mortgage obligations ("CMOs") and Real Estate Mortgage
Investment Conduit ("REMIC") pass-through or participation certificates.
CMOs provide an investor with a specified interest in the cash flow from a
pool of underlying mortgages or of other mortgage-backed securities. CMOs
are issued in multiple classes. In most cases, payments of principal are
applied to the CMO classes in the order of their respective stated maturi-
ties, so that no principal payments will be made on a CMO class until all
other classes having an earlier stated maturity date are paid in full. A
REMIC is a CMO that qualifies for special tax treatment and invests in cer-
tain mortgages principally secured by interests in real property and other
permitted investments.
Mortgaged-backed securities also include stripped mortgage-backed securities
("SMBS"), which are derivative multiple class mortgage-backed securities.
SMBS are usually structured with two different classes: one that receives
100% of the interest payments and the other that receives 100% of the prin-
cipal payments from a pool of mortgage loans. The market value of SMBS con-
sisting entirely of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that receive all
or most of the interest from mortgage loans are generally higher than pre-
vailing market yields on other mortgage-backed securities because their cash
flow patterns are more volatile and there is a greater risk that the initial
investment will not be fully recouped.
Asset-Backed Securities. Certain Funds may invest in asset-backed securi-
ties. Asset-backed securities are securities whose principal and interest
payments are collateralized by pools of assets such as auto loans, credit
card receivables, leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the pass-through of pre-
payments of principal on the underlying loans. During periods of declining
interest rates, prepayment of loans underlying asset-
D-19
<PAGE>
backed securities can be expected to accelerate. Accordingly, a Fund's abil-
ity to maintain positions in such securities will be affected by reductions
in the principal amount of such securities resulting from prepayments, and
its ability to reinvest the returns of principal at comparable yields is
subject to generally prevailing interest rates at that time. Asset-backed
securities present credit risks that are not presented by mortgage-backed
securities. This is because asset-backed securities generally do not have
the benefit of a security interest in collateral that is comparable to mort-
gage assets. There is the possibility that, in some cases, recoveries on
repossessed collateral may not be available to support payments on these
securities. In the event of a default, a Fund may suffer a loss if it cannot
sell collateral quickly and receive the amount it is owed.
Borrowings. Each Fund can borrow money from banks and other financial insti-
tutions in amounts not exceeding one-third of their total assets for tempo-
rary or emergency purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
D-20
<PAGE>
Appendix A
Mortgage Dollar Rolls. Certain Funds may enter into mortgage dollar rolls. A
mortgage dollar roll involves the sale by a Fund of securities for delivery
in the current month. The Fund simultaneously contracts with the same
counterparty to repurchase substantially similar (same type, coupon and
maturity) but not identical securities on a specified future date. During
the roll period, the Fund loses the right to receive principal and interest
paid on the securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the securities sold and (b)
the lower forward price for the future purchase and/or fee income plus the
interest earned on the cash proceeds of the securities sold. Unless the ben-
efits of a mortgage dollar roll exceed the income, capital appreciation and
gain or loss due to mortgage prepayments that would have been realized on
the securities sold as part of the roll, the use of this technique will
diminish the Fund's performance.
Successful use of mortgage dollar rolls depends upon the Investment Advis-
er's ability to predict correctly interest rates and mortgage prepayments.
If the Investment Adviser is incorrect in its prediction, a Fund may experi-
ence a loss. For financial reporting and tax purposes, the Funds treat mort-
gage dollar rolls as two separate transactions: one involving the purchase
of a security and a separate transaction involving a sale. The Funds do not
currently intend to enter into mortgage dollar rolls that are accounted for
as a financing and do not treat them as borrowings.
Yield Curve Options. Certain Funds may enter into options on the yield
"spread" or differential between two securities. Such transactions are
referred to as "yield curve" options. In contrast to other types of options,
a yield curve option is based on the difference between the yields of desig-
nated securities, rather than the prices of the individual securities, and
is settled through cash payments. Accordingly, a yield curve option is prof-
itable to the holder if this differential widens (in the case of a call) or
narrows (in the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
The trading of yield curve options is subject to all of the risks associated
with the trading of other types of options. In addition, such options pres-
ent a risk of loss even if the yield of one of the underlying securities
remains constant, or if the spread moves in a direction or to an extent
which was not anticipated.
Reverse Repurchase Agreements. Certain Funds may enter into reverse repur-
chase agreements. Reverse repurchase agreements involve the sale of securi-
ties
E-1
<PAGE>
held by a Fund subject to the Fund's agreement to repurchase them at a mutu-
ally agreed upon date and price (including interest). These transactions may
be entered into as a temporary measure for emergency purposes or to meet
redemption requests. Reverse repurchase agreements may also be entered into
when the Investment Adviser expects that the interest income to be earned
from the investment of the transaction proceeds will be greater than the
related interest expense. Reverse repurchase agreements involve leveraging.
If the securities held by a Fund decline in value while these transactions
are outstanding, the NAV of the Fund's outstanding shares will decline in
value by proportionately more than the decline in value of the securities.
In addition, reverse repurchase agreements involve the risk that the inter-
est income earned by a Fund (from the investment of the proceeds) will be
less than the interest expense of the transaction, that the market value of
the securities sold by a Fund will decline below the price the Fund is obli-
gated to pay to repurchase the securities, and that the securities may not
be returned to the Fund.
Municipal Securities. Certain Funds may invest in securities and instruments
issued by state and local government issuers. Municipal securities in which
a Fund may invest consist of bonds, notes, commercial paper and other
instruments (including participating interest in such securities) issued by
or on behalf of states, territories and possessions of the United States
(including the District of Columbia) and their political subdivisions, agen-
cies or instrumentalities. Such securities may pay fixed, variable or float-
ing rates of interest. Municipal securities are often issued to obtain funds
for various public purposes, including the construction of a wide range of
public facilities such as bridges, highways, housing, hospitals, mass trans-
portation, schools, streets and water and sewer works. Other public purposes
for which municipal securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses, and obtaining
funds to lend to other public institutions and facilities. Municipal securi-
ties in which a Fund may invest include private activity bonds, municipal
leases, certificates of participation, pre-funded municipal securities and
auction rate securities.
Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps and Inter-
est Rate Caps, Floors and Collars. Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or
receive interest, such as an exchange of fixed-rate payments for floating
rate payments. Mortgage swaps are similar to interest rate swaps in that
they represent commitments to pay and receive interest. The notional princi-
pal amount, however, is tied to a reference pool or pools of mortgages.
Credit swaps involve the receipt of floating or fixed rate payments in
exchange for assuming potential credit losses of an underlying security.
Credit swaps give one party to a transaction the right to dispose of or
acquire an asset (or group of assets), or the right to receive or make a
payment
E-2
<PAGE>
APPENDIX A
from the other party, upon the occurrence of specified credit events. Cur-
rency swaps involve the exchange of the parties' respective rights to make
or receive payments in specified currencies. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index
exceeds a predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent
that a specified index falls below a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling
the interest rate floor. An interest rate collar is the combination of a cap
and a floor that preserves a certain return within a predetermined range of
interest rates.
Certain Funds may enter into swap transactions for hedging purposes or to
seek to increase total return. The use of interest rate, mortgage, credit
and currency swaps, as well as interest rate caps, floors and collars, is a
highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transac-
tions. If the Investment Adviser is incorrect in its forecasts of market
value, interest rates and currency exchange rates, the investment perfor-
mance of a Fund would be less favorable than it would have been if these
investment techniques were not used.
Loan Participations. Certain Funds may invest in loan participations. A loan
participation is an interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial intermediary. A Fund
may only invest in loans to issuers in whose obligations it may otherwise
invest. Loan participation interests may take the form of a direct or co-
lending relationship with the corporate borrower, an assignment of an inter-
est in the loan by a co-lender or another participant, or a participation in
the seller's share of the loan. When a Fund acts as co-lender in connection
with a participation interest or when it acquires certain participation
interests, the Fund will have direct recourse against the borrower if the
borrower fails to pay scheduled principal and interest. In cases where the
Fund lacks direct recourse, it will look to the agent bank to enforce appro-
priate credit remedies against the borrower. In these cases, the Fund may be
subject to delays, expenses and risks that are greater than those that would
have been involved if the Fund had purchased a direct obligation (such as
commercial paper) of such borrower. Moreover, under the terms of the loan
participation, the Fund may be regarded as a creditor of the agent bank
(rather than of the underlying corporate borrower), so that the Fund may
also be subject to the risk that the agent bank may become insolvent.
Inverse Floaters. Certain Funds may invest in inverse floating rate debt
securities ("inverse floaters"). The interest rate on inverse floaters
resets in the opposite
E-3
<PAGE>
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of
the change in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market value.
E-4
<PAGE>
Appendix B
Financial Highlights
The financial highlights tables are intended to help you understand a Fund's
financial performance for the past five years (or less if the Fund has not
been in operation for less than five years). Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an invest-
ment in a Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by Arthur Andersen LLP, whose report,
along with a Fund's financial statements, is included in the Fund's annual
report (available upon request). No financial highlights are included for
the Large Cap Value Fund because it had no operating history prior to the
date of this prospectus.
BALANCED FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
---------------------------
Net realized
and unrealized
gain (loss) on
investment,
Net asset futures and
value, Net foreign currency
beginning investment related
of period income transactions
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January 31,
1999 - Class A Shares $20.29 $0.58 $0.20
1999 - Class B Shares 20.20 0.41 0.21
1999 - Class C Shares 20.17 0.41 0.21
1999 - Institutional Shares 20.29 0.64 0.20
1999 - Service Shares 20.28 0.53 0.21
- -------------------------------------------------------------------------------
1998 - Class A Shares 18.78 0.57 2.66
1998 - Class B Shares 18.73 0.50 2.57
1998 - Class C Shares (commenced August
15, 1997) 21.10 0.25 0.24
1998 - Institutional Shares (commenced
August 15, 1997) 21.18 0.26 0.32
1998 - Service Shares (commenced August
15, 1997) 21.18 0.22 0.32
- -------------------------------------------------------------------------------
1997 - Class A Shares 17.31 0.66 2.47
1997 - Class B Shares (commenced May 1,
1996) 17.46 0.42 2.34
- -------------------------------------------------------------------------------
1996 - Class A Shares 14.22 0.51 3.43
- -------------------------------------------------------------------------------
For The Period Ended January 31,
1995 - Class A Shares (commenced October
12, 1994) 14.18 0.10 0.02
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
F-1
<PAGE>
BALANCED FUND (continued)
<TABLE>
<CAPTION>
Distributions to shareholders
---------------------------------------
From net
realized gain
on investment,
In excess futures and Net increase
From net of net foreign currency (decrease)
investment investment related in net asset
income income transactions value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For The Years Ended
January 31,
1999 - Class A Shares $(0.59) $ -- $ -- $ 0.19
1999 - Class B Shares (0.45) -- -- 0.17
1999 - Class C Shares (0.45) -- -- 0.17
1999 - Institutional
Shares (0.65) -- -- 0.19
1999 - Service Shares (0.55) -- -- 0.19
- -------------------------------------------------------------------------------
1998 - Class A Shares (0.56) -- (1.16) 1.51
1998 - Class B Shares (0.42) (0.02) (1.16) 1.47
1998 - Class C Shares
(commenced August 15,
1997) (0.22) (0.04) (1.16) (0.93)
1998 - Institutional
Shares (commenced August
15, 1997) (0.23) (0.08) (1.16) (0.89)
1998 - Service Shares
(commenced August 15,
1997) (0.22) (0.06) (1.16) (0.90)
- -------------------------------------------------------------------------------
1997 - Class A Shares (0.66) -- (1.00) 1.47
1997 - Class B Shares
(commenced May 1, 1996) (0.42) (0.07) (1.00) 1.27
- -------------------------------------------------------------------------------
1996 - Class A Shares (0.50) -- (0.35) 3.09
- -------------------------------------------------------------------------------
For The Period Ended
January 31,
1995 - Class A Shares
(commenced October 12,
1994) (0.08) -- -- 0.04
- -------------------------------------------------------------------------------
</TABLE>
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Includes the effect of mortgage dollar roll transactions.
F-2
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Ratios assuming
no voluntary waiver
of fees or expense limitations
------------------------------------
Net
assets
at end Ratio of Ratio of
of Ratio of net investment Ratio of net investment
Net asset period net expenses income to expenses to income (loss) Portfolio
value, end Total (in to average average net average to average net turnover
of period return/a/ 000s) net assets assets net assets assets rate/e/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$20.48 3.94% $192,453 1.04% 2.90% 1.45% 2.49% 175.06%
20.37 3.15 43,926 1.80 2.16 2.02 1.94 175.06
20.34 3.14 14,286 1.80 2.17 2.02 1.95 175.06
20.48 4.25 8,010 0.73 3.22 0.95 3.00 175.06
20.47 3.80 490 1.23 2.77 1.45 2.55 175.06
- -----------------------------------------------------------------------------------------------------------
20.29 17.54 163,636 1.00 2.94 1.57 2.37 190.43
20.20 16.71 23,639 1.76 2.14 2.07 1.83 190.43
20.17 2.49c 8,850 1.77b 2.13b 2.08b 1.82b 190.43
20.29 2.93c 8,367 0.76b 3.13b 1.07b 2.82b 190.43
20.28 2.66c 16 1.26b 2.58b 1.57b 2.27b 190.43
- -----------------------------------------------------------------------------------------------------------
18.78 18.59 81,410 1.00 3.76 1.77 2.99 208.11
18.73 16.22c 2,110 1.75b 2.59b 2.27b 2.07b 208.11
- -----------------------------------------------------------------------------------------------------------
17.31 28.10 50,928 1.00 3.65 1.90 2.75 197.10
- -----------------------------------------------------------------------------------------------------------
14.22 0.87c 7,510 1.00b 3.39b 8.29b (3.90)b 14.71
- -----------------------------------------------------------------------------------------------------------
</TABLE>
F-3
<PAGE>
GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/ Distributions to shareholders
---------------------------- ------------------------------------
Net realized
and unrealized From net
gain (loss) on realized gain
Net asset investment, In excess on investment,
value, Net options From net of net options and
beginning investment and futures investment investment futures
of period income (loss) transactions income income transactions
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For The Years Ended
January 31,
1999 - Class A Shares $25.93 $ 0.20 $(1.60) $(0.19) $(0.01) $ --
1999 - Class B Shares 25.73 0.02 (1.58) (0.04) -- --
1999 - Class C Shares 25.70 0.02 (1.59) (0.05) -- --
1999 - Institutional
Shares 25.95 0.29 (1.58) (0.30) (0.01) --
1999 - Service Shares 25.92 0.17 (1.58) (0.17) (0.01) --
- -----------------------------------------------------------------------------------------------------
1998 - Class A Shares 23.18 0.11 5.27 (0.11) -- (2.52)
1998 - Class B Shares 23.10 0.04 5.14 -- (0.03) (2.52)
1998 - Class C Shares
(commenced August 15,
1997) 28.20 (0.01) 0.06 -- (0.03) (2.52)
1998 - Institutional
Shares 23.19 0.27 5.23 (0.22) -- (2.52)
1998 - Service Shares 23.17 0.14 5.23 (0.06) (0.04) (2.52)
- -----------------------------------------------------------------------------------------------------
1997 - Class A Shares 19.98 0.35 5.18 (0.35) (0.01) (1.97)
1997 - Class B Shares
(commenced May 1, 1996) 20.82 0.17 4.31 (0.17) (0.06) (1.97)
1997 - Institutional
Shares (commenced June
3, 1996) 21.25 0.29 3.96 (0.30) (0.04) (1.97)
1997 - Service Shares
(commenced March 6,
1996) 20.71 0.28 4.50 (0.28) (0.07) (1.97)
- -----------------------------------------------------------------------------------------------------
1996 - Class A Shares 15.80 0.33 4.75 (0.30) -- (0.60)
- -----------------------------------------------------------------------------------------------------
1995 - Class A Shares 15.79 0.20e 0.30e (0.20) (0.07) (0.33)
- -----------------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Calculated based on the average shares outstanding methodology.
F-4
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Net increase Net assets Ratio of
Additional (decrease) Net asset at end of net expenses
paid-in in net asset value, end Total period to average
capital value of period return/a/ (in 000s) net assets
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ -- $(1.60) $24.33 (5.40)% $1,122,157 1.22%
-- (1.60) 24.13 (6.07) 349,662 1.92
-- (1.62) 24.08 (6.12) 48,146 1.92
-- (1.60) 24.35 (5.00) 173,696 0.80
-- (1.59) 24.33 (5.44) 11,943 1.30
- ------------------------------------------------------------------------------
-- 2.75 25.93 23.71 1,216,582 1.25
-- 2.63 25.73 22.87 307,815 1.94
-- (2.50) 25.70 0.51c 31,686 1.99b
-- 2.76 25.95 24.24 36,225 0.83
-- 2.75 25.92 23.63 8,893 1.32
- ------------------------------------------------------------------------------
-- 3.20 23.18 28.42 615,103 1.22
-- 2.28 23.10 22.23c 17,346 1.93b
-- 1.94 23.19 20.77c 193 0.82b
-- 2.46 23.17 23.87c 3,174 1.32b
- ------------------------------------------------------------------------------
-- 4.18 19.98 32.45 436,757 1.20
- ------------------------------------------------------------------------------
0.11e 0.01 15.80 3.97 193,772 1.25
- ------------------------------------------------------------------------------
</TABLE>
F-5
<PAGE>
GROWTH AND INCOME FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
------------------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) expenses to income (loss) to Portfolio
to average net average net average net turnover
assets assets assets rate
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For The Years
Ended
January 31,
1999 - Class
A Shares 0.78% 1.32% 0.68% 125.79%
1999 - Class
B Shares 0.09 1.92 0.09 125.79
1999 - Class
C Shares 0.10 1.92 0.10 125.79
1999 -
Institutional
Shares 1.25 0.80 1.25 125.79
1999 -
Service
Shares 0.72 1.30 0.72 125.79
- -----------------------------------------------------------------------------------------
1998 - Class
A Shares 0.43 1.42 0.26 61.95
1998 - Class
B Shares (0.35) 1.94 (0.35) 61.95
1998 - Class
C Shares
(commenced
August 15,
1997) (0.48)b 1.99b (0.48)b 61.95
1998 -
Institutional
Shares 0.76 0.83 0.76 61.95
1998 -
Service
Shares 0.32 1.32 0.32 61.95
- -----------------------------------------------------------------------------------------
1997 - Class
A Shares 1.60 1.43 1.39 53.03
1997 - Class
B Shares
(commenced
May 1, 1996) 0.15b 1.93b 0.15b 53.03
1997 -
Institutional
Shares
(commenced
June 3,
1996) 1.36b 0.82b 1.36b 53.03
1997 -
Service
Shares
(commenced
March 6,
1996) 0.94b 1.32b 0.94b 53.03
- -----------------------------------------------------------------------------------------
1996 - Class
A Shares 1.67 1.45 1.42 57.93
- -----------------------------------------------------------------------------------------
1995 - Class
A Shares 1.28 1.58 0.95 71.80
- -----------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Calculated based on the average shares outstanding methodology.
F-6
<PAGE>
[This page intentionally left blank]
F-7
<PAGE>
CORE LARGE CAP VALUE FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-----------------------------
Net realized
and unrealized
Net asset gain on
value, Net investment
beginning investment and futures
of period income transactions
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Period Ended January 31,
1999 - Class A Shares
(commenced December 31, 1998) $10.00 $0.01 $0.14
1999 - Class B Shares
(commenced December 31, 1998) 10.00 -- 0.15
1999 - Class C Shares
(commenced December 31, 1998) 10.00 -- 0.15
1999 - Institutional Shares
(commenced December 31, 1998) 10.00 0.01 0.15
1999 - Service Shares
(commenced December 31, 1998) 10.00 0.02 0.14
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-8
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
---------------------------
From net
realized gain Net assets Ratio of
From net on investment Net increase Net asset at end of net expenses
investment and futures in net asset value, end Total period to average
income transactions value of period return/a,c/ (in 000s) net assets/b/
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ --
$ -- $0.15 $10.15 1.50% $ 6,665 1.08%
-- -- 0.15 10.15 1.50 340 1.82
-- -- 0.15 10.15 1.50 268 1.83
-- -- 0.16 10.16 1.60 53,396 0.66
-- -- 0.16 10.16 1.60 2 1.16
- --------------------------------------------------------------------------------------
</TABLE>
F-9
<PAGE>
CORE LARGE CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
------------------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income to expenses to income to average Portfolio
average net average net net turnover
assets/b/ assets/b/ assets/b/ rate
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Period
Ended January 31,
1999 - Class A
Shares
(commenced December
31, 1998) 1.45% 8.03% (5.50)% 0%
1999 - Class B
Shares
(commenced December
31, 1998) 0.84 8.77 (6.11) 0
1999 - Class C
Shares
(commenced December
31, 1998) 0.70 8.78 (6.25) 0
1999 -
Institutional
Shares
(commenced December
31, 1998) 1.97 7.61 (4.98) 0
1999 - Service
Shares
(commenced December
31, 1998) 2.17 8.11 (4.78) 0
- ----------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-10
<PAGE>
[This page intentionally left blank]
F-11
<PAGE>
CORE U.S. EQUITY FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain (loss) on
beginning income investments
of period (loss) and futures
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January 31,
1999 - Class A Shares $26.59 $ 0.04 $ 7.02
1999 - Class B Shares 26.32 (0.10) 6.91
1999 - Class C Shares 26.24 (0.10) 6.89
1999 - Institutional Shares 26.79 0.20 7.11
1999 - Service Shares 26.53 0.06 7.01
- -----------------------------------------------------------------------------
1998 - Class A Shares 23.32 0.11 5.63
1998 - Class B Shares 23.18 0.11 5.44
1998 - Class C Shares (commenced August
15, 1997) 27.48 0.03 1.22
1998 - Institutional Shares 23.44 0.30 5.65
1998 - Service Shares 23.27 0.19 5.57
- -----------------------------------------------------------------------------
1997 - Class A Shares 19.66 0.16 4.46
1997 - Class B Shares (commenced May 1,
1996) 20.44 0.04 3.70
1997 - Institutional Shares 19.71 0.30 4.51
1997 - Service Shares (commenced June 7,
1996) 21.02 0.13 3.15
- -----------------------------------------------------------------------------
1996 - Class A Shares 14.61 0.19 5.43
1996 - Institutional Shares (commenced
June 15, 1995) 16.97 0.16 3.23
- -----------------------------------------------------------------------------
1995 - Class A Shares 15.93 0.20 (0.38)
- -----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-12
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to shareholders
- ------------------------------------
From net Ratio of
In excess realized gain Net increase Net assets Ratio of net investment
From net of net on investment (decrease) Net asset at end of net expenses income (loss)
investment investment and futures in net asset value, end Total period to average to average
income income transactions value of period return/a/ (in 000s) net assets net assets
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$(0.03) $(0.01) $(0.63) $ 6.39 $32.98 26.89% $605,566 1.23% 0.15%
-- -- (0.63) 6.18 32.50 26.19 152,347 1.85 (0.50)
-- -- (0.63) 6.16 32.40 26.19 26,912 1.87 (0.53)
(0.15) (0.03) (0.63) 6.50 33.29 27.65 307,200 0.69 0.69
(0.10) (0.02) (0.63) 6.32 32.85 27.00 11,600 1.19 0.19
- -----------------------------------------------------------------------------------------------------------
(0.12) -- (2.35) 3.27 26.59 24.96 398,393 1.28 0.51
-- (0.06) (2.35) 3.14 26.32 24.28 59,208 1.79 (0.05)
-- (0.14) (2.35) (1.24) 26.24 4.85c 6,267 1.78b (0.21)b
(0.24) (0.01) (2.35) 3.35 26.79 25.76 202,893 0.65 1.16
(0.07) (0.08) (2.35) 3.26 26.53 25.11 7,841 1.15 0.62
- -----------------------------------------------------------------------------------------------------------
(0.16) -- (0.80) 3.66 23.32 23.75 225,968 1.29 0.91
(0.04) (0.16) (0.80) 2.74 23.18 18.59c 17,258 1.83b 0.06b
(0.28) -- (0.80) 3.73 23.44 24.63 148,942 0.65 1.52
(0.13) (0.10) (0.80) 2.25 23.27 15.92c 3,666 1.15b 0.69b
- -----------------------------------------------------------------------------------------------------------
(0.16) -- (0.41) 5.05 19.66 38.63 129,045 1.25 1.01
(0.24) -- (0.41) 2.74 19.71 20.14c 64,829 0.65b 1.49b
- -----------------------------------------------------------------------------------------------------------
(0.20) -- (0.94) (1.32) 14.61 (1.10) 94,968 1.38 1.33
- -----------------------------------------------------------------------------------------------------------
</TABLE>
F-13
<PAGE>
CORE U.S. EQUITY FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
-----------------------------------
Ratio of
Ratio of net investment
expenses to income (loss) to Portfolio
average net average turnover
assets net assets rate
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January
31,
1999 - Class A Shares 1.36% 0.02% 63.79%
1999 - Class B Shares 1.98 (0.63) 63.79
1999 - Class C Shares 2.00 (0.66) 63.79
1999 - Institutional Shares 0.82 0.56 63.79
1999 - Service Shares 1.32 0.06 63.79
- -------------------------------------------------------------------------------
1998 - Class A Shares 1.47 0.32 65.89
1998 - Class B Shares 1.96 (0.22) 65.89
1998 - Class C Shares
(commenced August 15, 1997) 1.95b (0.38)b 65.89
1998 - Institutional Shares 0.82 0.99 65.89
1998 - Service Shares 1.32 0.45 65.89
- -------------------------------------------------------------------------------
1997 - Class A Shares 1.35b 0.49b 37.28
1997 - Class B Shares
(commenced May 1, 1996) 1.53 0.67 37.78
1997 - Institutional Shares 2.00b (0.11)b 37.28
1997 - Service Shares
(commenced June 7, 1996) 0.85 1.32 37.28
- -------------------------------------------------------------------------------
1996 - Class A Shares 1.55 0.71 39.35
1996 - Institutional Shares
(commenced June 15, 1995) 0.96b 1.18b 39.35
- -------------------------------------------------------------------------------
1995 - Class A Shares 1.63 1.08 56.18
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-14
<PAGE>
[This page intentionally left blank]
F-15
<PAGE>
CORE LARGE CAP GROWTH FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain on
beginning income investments
of period (loss) and futures
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Year Ended January 31,
1999 - Class A Shares $11.97 $ 0.01 $4.19
1999 - Class B Shares 11.92 (0.06) 4.12
1999 - Class C Shares 11.93 (0.05) 4.11
1999 - Institutional Shares 11.97 0.02 4.23
1999 - Service Shares 11.95 (0.01) 4.17
- -------------------------------------------------------------------------------
For the Period Ended January 31,
1998 - Class A Shares (commenced May 1,
1997) 10.00 0.01 2.35
1998 - Class B Shares (commenced May 1,
1997) 10.00 (0.03) 2.33
1998 - Class C Shares (commenced August
15, 1997) 11.80 (0.02) 0.54
1998 - Institutional Shares (commenced May
1, 1997) 10.00 0.01 2.35
1998 - Service Shares (commenced May 1,
1997) 10.00 (0.02) 2.35
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-16
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
Shareholders
-------------------------------------
From net
realized
From In excess gain on Net Net asset Net assets Ratio of
Net of net investment increase value, at end of net expenses
Investment investment and futures in net end of Total period to average
Income income transactions asset value period return/a/ (in 000s) net assets
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $ -- $4.20 $16.17 35.10% $175,510 0.97%
-- -- -- 4.06 15.98 34.07 93,711 1.74
-- -- -- 4.06 15.99 34.04 37,081 1.74
-- (0.01) -- 4.24 16.21 35.54 295,734 0.65
-- -- -- 4.16 16.11 34.85 1,663 1.15
- --------------------------------------------------------------------------------------------
(0.01) -- (0.38) 1.97 11.97 23.79c 53,786 0.91b
-- -- (0.38) 1.92 11.92 23.26c 13,857 1.67b
-- (0.01) (0.38) 0.13 11.93 4.56c 4,132 1.68b
(0.01) -- (0.38) 1.97 11.97 23.89c 4,656 0.72b
-- -- (0.38) 1.95 11.95 23.56c 115 1.17b
- --------------------------------------------------------------------------------------------
</TABLE>
F-17
<PAGE>
CORE LARGE CAP GROWTH FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
----------------------------
Ratio of Ratio of net
net investment Ratio of investment
income (loss) to expenses to income (loss) to Portfolio
average net average net average net turnover
assets assets assets rate
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Year Ended
January 31,
1999 - Class A Shares 0.05 % 1.46% (0.44)% 63.15%
1999 - Class B Shares (0.73) 2.11 (1.10) 63.15
1999 - Class C Shares (0.74) 2.11 (1.11) 63.15
1999 - Institutional
Shares 0.35 1.02 (0.02) 63.15
1999 - Service Shares (0.16) 1.52 (0.53) 63.15
- ---------------------------------------------------------------------------------
For the Period Ended
January 31,
1998 - Class A Shares
(commenced May 1, 1997) 0.12 b 2.40b (1.37)b 74.97c
1998 - Class B Shares
(commenced May 1, 1997) (0.72)b 2.91b (1.96)b 74.97c
1998 - Class C Shares
(commenced August 15,
1997) (0.76)b 2.92b (2.00)b 74.97c
1998 - Institutional
Shares (commenced May
1, 1997) 0.42 b 1.96b (0.82)b 74.97c
1998 - Service Shares
(commenced May 1, 1997) (0.21)b 2.41b (1.45)b 74.97c
- ---------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-18
<PAGE>
[This page intentionally left blank]
F-19
<PAGE>
CORE SMALL CAP EQUITY FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net
realized and
unrealized
Net asset Net gain (loss) on
value, investment investment
beginning income and futures
of period (loss) transactions
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Year Ended January 31,
1999 - Class A Shares $10.59 $0.01 $(0.43)
1999 - Class B Shares 10.56 (0.05) (0.44)
1999 - Class C Shares 10.57 (0.04) (0.45)
1999 - Institutional Shares 10.61 0.04 (0.43)
1999 - Service Shares 10.60 0.01 (0.44)
- ----------------------------------------------------------------------------
For the Period Ended January 31,
1998 - Class A Shares (commenced August
15, 1997) 10.00 (0.01) 0.65
1998 - Class B Shares (commenced August
15, 1997) 10.00 (0.03) 0.64
1998 - Class C Shares (commenced August
15, 1997) 10.00 (0.02) 0.64
1998 - Institutional Shares (commenced
August 15, 1997) 10.00 0.01 0.65
1998 - Service Shares (commenced August
15, 1997) 10.00 0.01 0.64
- ----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-20
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
Shareholders
--------------------------
From net
realized
From gain on Net Net asset Net assets Ratio of
Net investment increase value at end of net expenses
investment and futures in net end of Total period to average
income transactions asset value period return/a/ (in 000s) net assets
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$(0.01) $ -- $(0.43) $10.16 (3.97)% $64,087 1.31%
-- -- (0.49) 10.07 (4.64) 15,406 2.00
-- -- (0.49) 10.08 (4.64) 6,559 2.01
(0.02) -- (0.41) 10.20 (3.64) 62,763 0.94
(0.01) -- (0.44) 10.16 (4.07) 54 1.44
- ----------------------------------------------------------------------------------
-- (0.05) 0.59 10.59 6.37c 11,118 1.25b
-- (0.05) 0.56 10.56 6.07c 9,957 1.95b
-- (0.05) 0.57 10.57 6.17c 2,557 1.95b
-- (0.05) 0.61 10.61 6.57c 9,026 0.95b
-- (0.05) 0.60 10.60 6.47c 2 1.45b
- ----------------------------------------------------------------------------------
</TABLE>
F-21
<PAGE>
CORE SMALL CAP EQUITY FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
-------------------------
Ratio of net Ratio of net
investment Ratio of investment
income (loss) expenses to income (loss) Portfolio
to average average net to average turnover
net assets assets net assets rate
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Year Ended January
31,
1999 - Class A Shares 0.08% 2.00% (0.61)% 75.38%
1999 - Class B Shares (0.55) 2.62 (1.17) 75.38
1999 - Class C Shares (0.56) 2.63 (1.18) 75.38
1999 - Institutional Shares 0.60 1.56 (0.02) 75.38
1999 - Service Shares 0.01 2.06 (0.61) 75.38
- -------------------------------------------------------------------------------
For the Period Ended January
31,
1998 - Class A Shares
(commenced August 15, 1997) (0.36)b 3.92b (3.03)b 37.65c
1998 - Class B Shares
(commenced August 15, 1997) (1.04)b 4.37b (3.46)b 37.65c
1998 - Class C Shares
(commenced August 15, 1997) (1.07)b 4.37b (3.49)b 37.65c
1998 - Institutional Shares
(commenced August 15, 1997) 0.15b 3.37b (2.27)b 37.65c
1998 - Service Shares
(commenced August 15, 1997) 0.40b 3.87b (2.02)b 37.65c
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-22
<PAGE>
[This page intentionally left blank]
F-23
<PAGE>
CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain (loss) on
beginning income investment
of period (loss) transactions
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January 31,
1999 - Class A Shares $18.48 $(0.03) $6.35
1999 - Class B Shares 18.27 (0.12) 6.19
1999 - Class C Shares 18.24 (0.10) 6.15
1999 - Institutional Shares 18.45 0.01 6.38
1999 - Service Shares 18.46 (0.04) 6.31
- ----------------------------------------------------------------------------
1998 - Class A Shares 16.73 0.02 4.78
1998 - Class B Shares 16.67 0.02 4.61
1998 - Class C Shares (commenced August
15, 1997) 19.73 (0.02) 1.60
1998 - Institutional Shares (commenced
August 15, 1997) 19.88 0.02 1.66
1998 - Service Shares (commenced August
15, 1997) 19.88 (0.01) 1.66
- ----------------------------------------------------------------------------
1997 - Class A Shares 14.91 0.10 3.56
1997 - Class B Shares (commenced May 1,
1996) 15.67 0.01 2.81
- ----------------------------------------------------------------------------
1996 - Class A Shares 13.67 0.12 3.93
- ----------------------------------------------------------------------------
1995 - Class A Shares 15.96 0.03 (0.69)
- ----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-24
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
--------------------------------------
In excess From net Net increase Net assets Ratio of
From net of net realized gain (decrease) Net asset at end of net expenses
investment investment on investment in net value, end Total period to average
income income transactions asset value of period return/a/ (in 000s) net assets
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $(0.77) $5.55 $24.03 34.58% $1,992,716 1.42%
-- -- (0.77) 5.30 23.57 33.60 236,369 2.19
-- -- (0.77) 5.28 23.52 33.55 60,234 2.19
-- -- (0.77) 5.62 24.07 35.02 41,817 1.07
-- -- (0.77) 5.50 23.96 34.34 3,085 1.57
- ---------------------------------------------------------------------------------------------------
(0.01) (0.01) (3.03) 1.75 18.48 29.71 1,256,595 1.40
-- -- (3.03) 1.60 18.27 28.73 40,827 2.18
-- (0.04) (3.03) (1.49) 18.24 8.83c 5,395 2.21b
(0.01) (0.07) (3.03) (1.43) 18.45 9.31c 7,262 1.16b
-- (0.04) (3.03) (1.42) 18.46 9.18c 2 1.50b
- ---------------------------------------------------------------------------------------------------
(0.10) (0.02) (1.72) 1.82 16.73 25.97 920,646 1.40
(0.01) (0.09) (1.72) 1.00 16.67 19.39c 3,221 2.15b
- ---------------------------------------------------------------------------------------------------
(0.12) -- (2.69) 1.24 14.91 30.45 881,056 1.36
- ---------------------------------------------------------------------------------------------------
(0.01) -- (1.62) (2.29) 13.67 (4.38) 862,105 1.38
- ---------------------------------------------------------------------------------------------------
</TABLE>
F-25
<PAGE>
CAPITAL GROWTH FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
--------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) expenses to income (loss) Portfolio
to average average net to average turnover
net assets assets net assets rate
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended
January 31,
1999 - Class A Shares (0.18)% 1.58% (0.34)% 30.17%
1999 - Class B Shares (0.98) 2.21 (1.00) 30.17
1999 - Class C Shares (1.00) 2.21 (1.02) 30.17
1999 - Institutional
Shares 0.11 1.09 0.09 30.17
1999 - Service Shares (0.37) 1.59 (0.39) 30.17
- ---------------------------------------------------------------------------------
1998 - Class A Shares 0.08 1.65 (0.17) 61.50
1998 - Class B Shares (0.77) 2.18 (0.77) 61.50
1998 - Class C Shares
(commenced August 15,
1997) (0.86)b 2.21b (0.86)b 61.50
1998 - Institutional
Shares (commenced August
15, 1997) 0.18b 1.16b 0.18b 61.50
1998 - Service Shares
(commenced August 15, 1997) (0.16)b 1.50b (0.16)b 61.50
- ---------------------------------------------------------------------------------
1997 - Class A Shares 0.62 1.65 0.37 52.92
1997 - Class B Shares
(commenced May 1, 1996) (0.39)b 2.15b (0.39)b 52.92
- ---------------------------------------------------------------------------------
1996 - Class A Shares 0.65 1.61 0.40 63.90
- ---------------------------------------------------------------------------------
1995 - Class A Shares 0.16 1.63 (0.09) 38.36
- ---------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-26
<PAGE>
[This page intentionally left blank]
F-27
<PAGE>
MID CAP VALUE FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------------
Net realized
and unrealized
gain (loss) on
Net asset Net investment,
value, investment option and
beginning income foreign currency
of period (loss) related transactions
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January
31,
1999 - Class A Shares $21.61 $0.10 $(2.38)
1999 - Class B Shares 21.57 (0.05) (2.35)
1999 - Class C Shares 21.59 (0.05) (2.34)
1999 - Institutional Shares 21.65 0.19 (2.38)
1999 - Service Shares 21.62 0.03 (2.31)
- -----------------------------------------------------------------------------
1998 - Class A Shares
(commenced August 15, 1997) 23.63 0.09 0.76
1998 - Class B Shares
(commenced August 15, 1997) 23.63 0.06 0.74
1998 - Class C Shares
(commenced August 15, 1997) 23.63 0.06 0.76
1998 - Institutional Shares 18.73 0.16 5.66
1998 - Service Shares
(commenced July 18, 1997) 23.01 0.09 1.40
- -----------------------------------------------------------------------------
1997 - Institutional Shares 15.91 0.24 3.77
- -----------------------------------------------------------------------------
For the Period Ended January
31,
1996 - Institutional Shares
(commenced August 1, 1995) 15.00 0.13 0.90
- -----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-28
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to shareholders
---------------------------------------------
From net
realized gain
In excess on investment, Net increase Net assets Ratio of
From net of net option and (decrease) Net asset at end of net expenses
investment investment foreign currency in net asset value, end Total period to average
income income related transactions value of period return/a/ (in 000s) net assets
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$(0.07) $ -- $(0.88) $(3.23) $18.38 (10.48)% $70,578 1.33%
-- -- (0.88) (3.28) 18.29 (11.07) 37,821 1.93
(0.02) -- (0.88) (3.29) 18.30 (11.03) 10,800 1.93
(0.21) -- (0.88) (3.28) 18.37 (10.07) 196,512 0.87
(0.17) -- (0.88) (3.33) 18.29 (10.48) 289 1.37
- --------------------------------------------------------------------------------------------------------
(0.06) (0.04) (2.77) (2.02) 21.61 3.42c 90,588 1.35b
(0.09) -- (2.77) (2.06) 21.57 3.17c 28,743 1.85b
(0.09) -- (2.77) (2.04) 21.59 3.27c 6,445 1.85b
(0.13) -- (2.77) 2.92 21.65 30.86 236,440 0.85
(0.11) -- (2.77) (1.39) 21.62 6.30c 8 1.35b
- --------------------------------------------------------------------------------------------------------
(0.24) (0.93) (0.02) 2.82 18.73 25.63 145,253 0.85
- --------------------------------------------------------------------------------------------------------
(0.12) -- -- 0.91 15.91 6.89c 135,671 0.85b
- --------------------------------------------------------------------------------------------------------
</TABLE>
F-29
<PAGE>
MID CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
expense limitations
--------------------------
Ratio of
net
investment Ratio of
income Ratio of net investment
loss) to expenses to income (loss) Portfolio
average net average net to average net turnover
assets assets assets rate
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended January
31,
1999 - Class A Shares 0.38% 1.41% 0.30% 92.18%
1999 - Class B Shares (0.22) 2.01 (0.30) 92.18
1999 - Class C Shares (0.22) 2.01 (0.30) 92.18
1999 - Institutional Shares 0.83 0.95 0.75 92.18
1999 - Service Shares 0.32 1.45 0.24 92.18
- ------------------------------------------------------------------------------
1998 - Class A Shares
(commenced August 15, 1997) 0.33b 1.47b 0.21b 62.60
1998 - Class B Shares
(commenced August 15, 1997) (0.20)b 1.97b (0.32)b 62.60
1998 - Class C Shares
(commenced August 15, 1997) (0.23)b 1.97b (0.35)b 62.60
1998 - Institutional Shares 0.78 0.97 0.66 62.60
1998 - Service Shares
(commenced July 18, 1997) 0.63b 1.43b 0.51b 62.60
- ------------------------------------------------------------------------------
1997 - Institutional Shares 1.35 0.91 1.29 74.03
- ------------------------------------------------------------------------------
For the Period Ended January
31,
1996 - Institutional Shares
(commenced August 1, 1995) 1.67b 0.98b 1.54b 58.77c
- ------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-30
<PAGE>
[This page intentionally left blank]
F-31
<PAGE>
SMALL CAP VALUE FUND
<TABLE>
<CAPTION>
Income (loss) from
investment operations/d/
------------------------------
Net realized and
unrealized
Net asset gain (loss)
value, Net on investment
beginning investment and options
of period income (loss) transactions
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January 31,
1999 - Class A Shares $24.05 $(0.06) $(4.48)
1999 - Class B Shares 23.73 (0.21) (4.42)
1999 - Class C Shares 23.73 (0.18) (4.43)
1999 - Institutional Shares 24.09 0.03 (4.50)
1999 - Service Shares 24.05 (0.04) (4.51)
- ------------------------------------------------------------------------------
1998 - Class A Shares 20.91 0.14 5.33
1998 - Class B Shares 20.80 (0.01) 5.27
1998 - Class C Shares (commenced
August 15, 1997) 24.69 (0.06) 1.43
1998 - Institutional Shares
(commenced August 15, 1997) 24.91 0.03 1.48
1998 - Service Shares (commenced
August 15, 1997) 24.91 (0.01) 1.48
- ------------------------------------------------------------------------------
1997 - Class A Shares 17.29 (0.21) 4.92
1997 - Class B Shares (commenced May
1, 1996) 20.79 (0.11) 1.21
- ------------------------------------------------------------------------------
1996 - Class A Shares 16.14 (0.23) 1.39
- ------------------------------------------------------------------------------
1995 - Class A Shares 20.67 (0.07) (3.53)
- ------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-32
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
---------------------------
From net
In excess realized gain Net increase Net asset Net assets Ratio of
of net on investment (decrease) value, at end of net expenses
investment and options in net asset end of Total period to average
income transactions value period return/a/ (in 000s) net assets
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ -- $(1.00) $(5.54) $18.51 (17.37)% $261,661 1.50%
-- (1.00) (5.63) 18.10 (18.00) 42,879 2.25
-- (1.00) (5.61) 18.12 (17.91) 8,212 2.25
-- (1.00) (5.47) 18.62 (17.04) 15,351 1.13
-- (1.00) (5.55) 18.50 (17.41) 261 1.62
- -------------------------------------------------------------------------------------
-- (2.33) 3.14 24.05 26.17 370,246 1.54
-- (2.33) 2.93 23.73 25.29 42,677 2.29
(0.34) (1.99) (0.96) 23.73 5.51c 5,604 2.09b
(0.28) (2.05) (0.82) 24.09 6.08c 14,626 1.16b
(0.31) (2.02) (0.86) 24.05 5.91c 2 1.45b
- -------------------------------------------------------------------------------------
-- (1.09) 3.62 20.91 27.28 212,061 1.60
-- (1.09) 0.01 20.80 5.39c 3,674 2.35b
- -------------------------------------------------------------------------------------
-- (0.01) 1.15 17.29 7.20 204,994 1.41
- -------------------------------------------------------------------------------------
(0.24) (0.69) (4.53) 16.14 (17.53) 319,487 1.53
- -------------------------------------------------------------------------------------
</TABLE>
F-33
<PAGE>
SMALL CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary
waiver of fees or
expense limitations
----------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) to expenses to income (loss) Portfolio
average net average net to average net turnover
assets assets assets rate
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended
January 31,
1999 - Class A Shares (0.24)% 1.74% (0.48)% 98.46%
1999 - Class B Shares (0.99) 2.29 (1.03) 98.46
1999 - Class C Shares (0.99) 2.29 (1.03) 98.46
1999 - Institutional
Shares 0.13 1.17 0.09 98.46
1999 - Service Shares (0.47) 1.66 (0.51) 98.46
- ---------------------------------------------------------------------------------------------
1998 - Class A Shares (0.28) 1.76 (0.50) 84.81
1998 - Class B Shares (0.92) 2.29 (0.92) 84.81
1998 - Class C Shares
(commenced August
15, 1997) (0.79)b 2.09b (0.79)b 84.81
1998 - Institutional
Shares (commenced
August 15, 1997) 0.27b 1.16b 0.27b 84.81
1998 - Service Shares
(commenced August 15,
1997) (0.07)b 1.45b (0.07)b 84.81
- ---------------------------------------------------------------------------------------------
1997 - Class A Shares (0.72) 1.85 (0.97) 99.46
1997 - Class B Shares
(commenced May 1, 1996) (1.63)b 2.35b (1.63)b 99.46
- ---------------------------------------------------------------------------------------------
1996 - Class A Shares (0.59) 1.66 (0.84) 57.58
- ---------------------------------------------------------------------------------------------
1995 - Class A Shares (0.53) 1.78 (0.78) 43.67
- ---------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-34
<PAGE>
Appendix C
Prior Performance of Similarly Advised Accounts of the Investment Adviser
CORE LARGE CAP VALUE FUND
The following table sets forth the Investment Adviser's composite perfor-
mance data relating to the historical performance of all discretionary pri-
vate accounts managed by the Investment Adviser that have investment objec-
tives, policies, and strategies substantially similar to the CORE Large Cap
Value Fund. The information is provided to illustrate the past performance
of the Investment Adviser in managing substantially similar accounts as mea-
sured against the Russell 1000 Value Index and does not represent the per-
formance of the CORE Large Cap Value Fund. Investors should not consider
this performance data as a substitute for the performance of the CORE Large
Cap Value Fund nor should investors consider this data as an indication of
future performance of the CORE Large Cap Value Fund or of the Investment
Adviser. The Russell 1000 Value Index is unmanaged and investors cannot
invest directly in the Index.
<TABLE>
<CAPTION>
Private Account Private Account Private Account Private Account
Net Composite Net Composite Net Composite Net Composite Russell
Performance Performance Performance Performance 1000
(including Class A (including Class B (including Class C (excluding Value
sales charge) sales charge) sales charge) sales charges) Index
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 5.28% 6.41% 10.46% 11.41% 15.64%
1997 25.56% 27.57% 31.87% 32.87% 35.18%
1996 19.35% 21.29% 25.29% 26.29% 21.64%
1995 30.34% 32.92% 36.92% 37.92% 38.35%
1994 (7.55)% (7.06)% (3.14)% (2.17)% (2.01)%
1993 10.48% 11.90% 15.90% 16.90% 18.12%
8/1/92 - 12/31/92 (0.41)% 0.39% 4.39% 5.39% 4.01%
- -----------------------------------------------------------------------------------------------------
</TABLE>
F-35
<PAGE>
<TABLE>
<CAPTION>
Average Annual Total Return for
the
Period Ended 12/31/98
Since
Inception
1 Year 3 Years 5 Years (8/1/92)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Private Account Net Composite Performance
(including Class A sales charge) 5.28% 20.87% 18.95% 18.69%
Private Account Net Composite Performance
(including Class B sales charge) 6.41% 22.66% 20.14% 19.33%
Private Account Net Composite Performance
(including Class C sales charge) 10.46% 23.18% 20.33% 19.33%
Private Account Net Composite Performance
(excluding sales charges) 11.41% 23.18% 20.33% 19.33%
Russell 1000 Value Index 15.64% 23.88% 20.85% 19.68%
- -----------------------------------------------------------------------------
</TABLE>
In accordance with the standards of the Association for Investment Manage-
ment and Research ("AIMR"), the Investment Adviser's composite performance
information was calculated on a time-weighted and asset-weighted total
return basis which includes realized and unrealized gains and losses plus
income. The composite performance is net of applicable investment management
fees, brokerage commissions, execution costs and custodial fees, without
provision for federal and state taxes, if any. Total return performance of
the CORE Large Cap Value Fund will be calculated in accordance with the reg-
ulations of the SEC. The SEC standardized average annualized total return is
neither time-weighted nor asset-weighted and is determined for specified
periods by computing the annualized percentage change in the value of an
initial amount that is invested in a share class of the Fund at the maximum
public offering price. Investors should be aware that the differences in
methodology between AIMR and SEC requirements could result in different per-
formance data for identical time periods.
Performance reflects the deduction of the maximum 5.5% front-end sales
charge with respect to Class A Shares and the maximum CDSC with respect to
Class B (5%) and Class C Shares (1%). All returns presented reflect the
reinvestment of dividends and other earnings. The weighted-average expenses
of the private accounts used in calculating the Investment Adviser's net
composite performance data were 0.59% annualized, which are lower than the
estimated expenses of Class A, Class B and Class C Shares of the CORE Large
Cap Value Fund stated under "Fund Fees and Expenses" above. The performance
of the private accounts
F-36
<PAGE>
APPENDIX C
would have been lower if they had been subject to the expenses of the CORE
Large Cap Value Fund. In addition, the private accounts are not subject to
the same diversification requirements, specific tax restrictions and invest-
ment limitations imposed on the CORE Large Cap Value Fund by the Act and
Subchapter M of the Code. Consequently, the performance results of the
Investment Adviser's composite could have been adversely affected if the
private accounts had been regulated as investment companies under the fed-
eral securities laws.
F-37
<PAGE>
Appendix D
Prior Performance of Similarly Advised Accounts of the Investment Adviser
STRATEGIC GROWTH FUND
The following table sets forth the Investment Adviser's composite perfor-
mance data relating to the historical performance of all discretionary pri-
vate accounts managed by the Investment Adviser that have investment objec-
tives, policies, and strategies substantially similar to the Strategic
Growth Fund. The information is provided to illustrate the past performance
of the Investment Adviser in managing substantially similar accounts as mea-
sured against the S&P 500 Index and does not represent the performance of
the Strategic Growth Fund. Investors should not consider this performance
data as a substitute for the performance of the Strategic Growth Fund nor
should investors consider this data as an indication of future performance
of the Strategic Growth Fund or of the Investment Adviser. The S&P 500 Index
is unmanaged and investors cannot invest directly in the Index.
<TABLE>
<CAPTION>
Private Account Private Account Private Account Private Account
Net Composite Net Composite Net Composite Net Composite
Performance Performance Performance Performance
(including Class A (including Class B (including Class C (excluding S&P 500
sales charge) sales charge) sales charge) sales charges) Index
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 27.91% 30.35% 34.35% 35.35% 28.57%
1997 33.37% 36.14% 40.14% 41.14% 33.37%
1996 15.12% 16.79% 20.79% 21.79% 22.95%
1995 21.02% 23.07% 27.07% 28.07% 37.58%
1994 -7.11% -6.69% -2.69% -1.69% 1.32%
1993 10.66% 12.10% 16.10% 17.10% 10.08%
1992 3.21% 4.22% 8.22% 9.22% 7.62%
1991 29.88% 32.44% 36.44% 37.44% 30.47%
1990 -14.31% -14.32% -10.32% -9.32% -3.05%
1989 26.46% 28.82% 32.82% 33.82% 31.70%
1988 16.83v% 18.63% 22.63% 23.63% 16.61%
1987 -0.45% 0.34% 4.34% 5.34% 5.25%
1986 12.44% 13.99% 17.99% 18.99% 18.67%
1985 30.39% 32.98% 36.98% 37.98% 31.73%
1984 2.55v% 3.52% 7.52% 8.52% 6.19%
1983 27.02% 29.41% 33.41% 34.41% 22.56%
1982 27.04% 29.43% 33.43% 34.43% 21.55%
1981 -4.54% -3.98% 0.02% 1.02% -4.97%
- ----------------------------------------------------------------------------------------
</TABLE>
F-38
<PAGE>
APPENDIX D
<TABLE>
<CAPTION>
Average Annual Total Return for the
Period Ended 12/31/98
Since
Inception
1 Year 3 Years 5 Years 10 Years (1/1/81)
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Private Account Net Composite
Performance
(including Class A sales
charge) 27.91% 30.01% 22.56% 19.43% 19.57%
Private Account Net Composite
Performance
(including Class B sales
charge) 30.35% 32.07% 23.37% 20.11% 19.96%
Private Account Net Composite
Performance
(including Class C sales
charge) 34.35% 32.51% 23.98% 20.11% 19.96%
Private Account Net Composite
Performance
(excluding sales charges) 35.35% 32.51% 23.98% 20.11% 19.96%
S&P 500 Index 28.57% 28.23% 24.06% 19.22% 16.94%
- ----------------------------------------------------------------------------
</TABLE>
In accordance with the standards of the Association for Investment Management
and Research ("AIMR"), the Investment Adviser's composite performance informa-
tion was calculated on a time-weighted and asset-weighted total return basis
which includes realized and unrealized gains and losses plus income. The com-
posite performance is net of applicable investment management fees, brokerage
commissions, execution costs and custodial fees, without provision for federal
and state taxes, if any. Total return performance of the Strategic Growth Fund
will be calculated in accordance with the regulations of the SEC. The SEC stan-
dardized average annual total return is neither time-weighted nor asset-
weighted and is determined for specified periods by computing the annualized
percentage change in the value of an initial amount that is invested in a share
class of the Fund at the maximum public offering price. Investors should be
aware that the differences in methodology between AIMR and SEC requirements
could result in different performance data for identical time periods.
Performance reflects the deduction of the maximum 5.5% front-end sales charge
with respect to Class A Shares and the maximum CDSC with respect to Class B
(5%) and Class C Shares (1%). All returns presented reflect the reinvestment of
dividends and other earnings. The weighted-average expenses of the private
accounts used in calculating the Investment Adviser's net composite performance
data were 0.76% annualized, which are lower than the estimated expenses of
Class A, Class B and Class C Shares of the Strategic Growth Fund stated under
"Fund Fees and Expenses" above. The performance of the private accounts would
have been lower if they had been subject to the expenses of the Strategic
Growth Fund. In addition, the
F-39
<PAGE>
private accounts are not subject to the same diversification requirements, spe-
cific tax restrictions and investment limitations imposed on the Strategic
Growth Fund by the Act and Subchapter M of the Code. Consequently, the perfor-
mance results of the Investment Adviser's composite could have been adversely
affected if the private accounts had been regulated as investment companies
under the federal securities laws.
F-40
<PAGE>
Index
<TABLE>
<C> <C> <S>
1 General Investment Management Approach
4 Fund Investment Objectives and Strategies
4 Goldman Sachs Balanced Fund
6 Goldman Sachs Growth and Income Fund
7 Goldman Sachs CORE Large Cap Value Fund
8 Goldman Sachs CORE U.S. Equity Fund
9 Goldman Sachs CORE Large Cap Growth Fund
10 Goldman Sachs CORE Small Cap Equity Fund
11 Goldman Sachs Capital Growth Fund
12 Goldman Sachs Strategic Growth Fund
13 Goldman Sachs Growth Opportunities Fund
14 Goldman Sachs Mid Cap Value Fund
15 Goldman Sachs Small Cap Value Fund
16 Goldman Sachs Large Cap Value Fund
18 Other Investment Practices and Securities
22 Principal Risks of the Funds
26 Fund Performance
</TABLE>
<TABLE>
<C> <C> <S>
36 Fund Fees and Expenses
53 Service Providers
62 Dividends
64 Shareholder Guide
64 How To Buy Shares
73 How To Sell Shares
83 Taxation
85 Appendix A
Additional Information
on Portfolio Risks,
Securities and
Techniques
106 Appendix B
Financial Highlights
145 Appendix C
CORE Large Cap Value
Fund--Prior Performance
of Similarly Advised
Accounts of the
Investment Adviser
148 Appendix D
Strategic Growth Fund--
Prior Performance of
Similarly Advised
Accounts of the
Investment Adviser
</TABLE>
<PAGE>
Domestic Equity Funds
Prospectus (Class A, B and C Shares)
FOR MORE INFORMATION
Annual/Semiannual Report
Additional information about the Funds' investments is available in the
Funds' annual and semiannual reports to shareholders. In the Funds' annual
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during the
last fiscal year.
Statement of Additional Information
Additional information about the Funds and their policies is also available
in the Funds' Additional Statement. The Additional Statement is incorporated
by reference into this Prospectus (is legally considered part of this Pro-
spectus).
The Funds' annual and semiannual reports, and the Additional Statement, are
available free upon request by calling Goldman Sachs at 1-800-526-7384.
To obtain other information and for shareholder inquiries:
By telephone - Call 1-800-526-7384
By mail - Goldman Sachs Funds, 4900 Sears Tower - 60th Floor, Chicago, IL
60606-6372
By e-mail - [email protected]
On the Internet - Text-only versions of the Funds' documents are located
online and may be downloaded from:
SEC - http://www.sec.gov
Goldman Sachs - http://www.gs.com (Prospectus Only)
You may review and obtain copies of Fund documents by visiting the SEC's
Public Reference Room in Washington, D.C. You may also obtain copies of Fund
documents by sending your request and a duplicating fee to the SEC's Public
Reference Section, Washington, D.C. 20549-6009. Information on the operation
of the public reference room may be obtained by calling the SEC at 1-800-
SEC-0330.
[LOGO] GOLDMAN
SACHS
The Funds' investment company registration number is 811-5349.
506737
EQDOMPROABC
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement +
+becomes effective. This prospectus shall not constitute an offer to sell or +
+the solicitation of an offer to buy nor shall there be any sale of these +
+securities in any State in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Preliminary Prospectus dated September 16, 1999
Subject to Completion
Prospectus Institutional
Shares
November
30, 1999
GOLDMAN SACHS DOMESTIC EQUITY FUNDS
.Goldman
Sachs
Balanced
Fund
.Goldman
Sachs
Growth and
Income
Fund
.Goldman
Sachs CORE
Large Cap
Value Fund
.Goldman
Sachs CORE
U.S.
Equity
Fund
[Artwork to Appear Here]
.Goldman
Sachs CORE
Large Cap
Growth
Fund
.Goldman
Sachs CORE
Small Cap
Equity
Fund
.Goldman
Sachs
Capital
Growth
Fund
.Goldman
Sachs
Strategic
Growth
Fund
.Goldman
Sachs
Growth
Opportunities
Fund
.Goldman
Sachs Mid
Cap Value
Fund
(formerly
Mid
Cap Equity)
.Goldman
Sachs
Small Cap
Value
THE SECURITIES AND EXCHANGE Fund
COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES .Goldman
OR PASSED UPON THE ADEQUACY OF Sachs
THIS PROSPECTUS. ANY Large Cap
REPRESENTATION TO THE CONTRARY Value
IS A CRIMINAL OFFENSE. Fund
AN INVESTMENT IN A FUND IS NOT [LOGO OF GOLDMAN SACHS APPEARS HERE]
A BANK DEPOSIT AND IS NOT
INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES
INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
General Investment Management Approach
Goldman Sachs Asset Management, a separate operating division of Goldman,
Sachs & Co. ("Goldman Sachs"), serves as investment adviser to the Balanced,
Growth and Income, CORE Large Cap Value, CORE Large Cap Growth, CORE Small
Cap Equity, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap
Value and Large Cap Value Funds. Goldman Sachs Funds Management, L.P. serves
as investment adviser to the CORE U.S. Equity and Capital Growth Funds.
Goldman Sachs Asset Management and Goldman Sachs Funds Management, L.P. are
each referred to in this Prospectus as the "Investment Adviser."
VALUE STYLE FUNDS
Goldman Sachs' Value Investment Philosophy:
Through intensive, hands-on research our portfolio team seeks to identify:
1. Attractive valuation opportunities where:
..The intrinsic value of the business is not reflected in the stock price
..The stock price is overdiscounted due to a temporary event
2. Well-positioned businesses that have:
..Attractive returns on capital
..Sustainable earnings and cash flow
..Strong company management focused on long-term returns to shareholders
Business quality, conservative valuation, and thoughtful portfolio construc-
tion are the key elements of our value approach.
- --------------------------------------------------------------------------------
GROWTH STYLE FUNDS
Goldman Sachs' Growth Investment Philosophy:
1. Invest as if buying the company/business, not simply trading its stock:
..Understand the business, management, products and competition.
..Perform intensive, hands-on fundamental research.
..Seek businesses with strategic competitive advantages.
..Over the long-term, expect each company's stock price ultimately to track
the growth of the business.
A-1
<PAGE>
2. Buy high-quality growth businesses that possess strong business fran-
chises, favorable long-term prospects and excellent management.
3. Purchase superior long-term growth companies at a favorable price--seek
to purchase at a fair valuation, giving the investor the potential to
fully capture returns from above-average growth rates.
Growth companies have earnings expectations that exceed those of the stock
market as a whole.
- --------------------------------------------------------------------------------
QUANTITATIVE ("CORE") STYLE FUNDS
Goldman Sachs' CORE Investment Philosophy:
Goldman Sachs' quantitative style of funds--CORE--emphasizes the two build-
ing blocks of active management: stock selection and portfolio construction.
I. CORE Stock Selection
The CORE Funds use the Goldman Sachs' proprietary multifactor model
("Multifactor Model"), a rigorous computerized rating system, to forecast
the returns of securities held in each Fund's portfolio. The Multifactor
Model incorporates common variables covering measures of:
..Value (price-to-book, price-to-earnings, cash flow to enterprise value)
..Momentum (earnings momentum, price momentum, sustainable growth)
..Risk (market risk, company-specific risk, earnings risk)
..Research (fundamental research ratings of Goldman Sachs and other analysts)
All of the above factors are carefully evaluated within the Multifactor
Model since each has demonstrated a significant impact on the performance of
the securities and markets they were designed to forecast. Stock selection
in this process combines both our quantitative and qualitative analysis.
II. CORE Portfolio Construction
A proprietary computer optimizer calculates every security combination (at
every possible weighting) to construct the most efficient risk/return port-
folio given each CORE Fund benchmark. In this process, the Investment
Adviser manages risk by limiting deviations from the benchmark, running size
and sector neutral portfolios.
Goldman Sachs CORE Funds are fully invested, broadly diversified and offer
consistent overall portfolio characteristics. They may serve as good founda-
tions on which to build a portfolio.
- --------------------------------------------------------------------------------
A-2
<PAGE>
Fund Investment Objectives and Strategies
Goldman Sachs
Balanced Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and current income
Benchmarks: S&P 500 Index and Lehman Brothers Aggregate Bond Index
Investment Focus: Large capitalization U.S. stocks and fixed-income securi-
ties
Investment Style: Asset Allocation, with growth and value (blend) equity
components
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term growth of capital and current income.
The Fund seeks growth of capital primarily through investments in equity
securities (stocks). The Fund seeks to provide current income through
investment in fixed-income securities (bonds).
PRINCIPAL INVESTMENT STRATEGIES
Historically, stock and bond markets have often had different cycles, with
one asset class rising when the other is falling. A balanced objective seeks
to reduce the volatility associated with investing in a single market. There
is no guarantee, however, that market cycles will move in opposition to one
another or that a balanced investment program will successfully reduce vola-
tility.
Equity Securities. The Fund invests, under normal circumstances, between 45%
and 65% of its total assets in equity securities. Although the Fund's equity
investments consist primarily of publicly traded U.S. securities, the Fund
may invest up to 10% of its total assets in the equity securities of foreign
issuers, including issuers in countries with emerging markets or economies
("emerging countries") and equity securities quoted in foreign currencies.
A portion of the Fund's portfo-
A-3
<PAGE>
lio of equity securities may be selected primarily to provide current income
(including interests in REITs, convertible securities, preferred stocks,
utility stocks, and interests in limited partnerships).
Other. The Fund invests at least 25% of its total assets in fixed-income
senior securities. The remainder of the Fund's assets are invested in other
fixed-income securities and cash.
The Fund's fixed-income securities primarily include:
..Securities issued by the U.S. government, its agencies, instrumentalities
or sponsored enterprises
..Securities issued by corporations, banks and other issuers
..Mortgage-backed and asset-backed securities
The Fund may also invest up to 10% of its total assets in debt obligations
(U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities and foreign corporations or other entities. The issuers of
these securities may be located in emerging countries.
The percentage of the portfolio invested in equity and fixed-income securi-
ties will vary from time to time as the Investment Adviser evaluates such
securities' relative attractiveness based on market valuations, economic
growth and inflation prospects. The allocation between equity and fixed-
income securities is subject to the Fund's intention to pay regular quar-
terly dividends. The amount of quarterly dividends can also be expected to
fluctuate in accordance with factors such as prevailing interest rates and
the percentage of the Fund's assets invested in fixed-income securities.
A-4
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Growth and Income Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and growth of income
Benchmark: S&P 500 Index
Investment Focus:
Large capitalization U.S. equity securities with an
emphasis on undervalued stocks
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and growth of income.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
65% of its total assets in equity securities that the Investment Adviser
considers to have favorable prospects for capital appreciation and/or divi-
dend-paying ability. Although the Fund will invest primarily in publicly
traded U.S. securities, it may invest up to 25% of its total assets in for-
eign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
Other. The Fund may also invest up to 35% of its total assets in fixed-
income securities, such as corporate debt and bank obligations, that offer
the potential to further the Fund's investment objective.
A-5
<PAGE>
Goldman Sachs
CORE Large Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and dividend income
Benchmark: Russell 1000 Value Index
Investment Focus: Diversified portfolio of equity securities of large-cap
U.S. issuers selling at low to modest valuations
Investment Style: Quantitative, applied to large-cap value stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and dividend income. The Fund
seeks this objective through a broadly diversified portfolio of equity secu-
rities of large-cap U.S. issuers that are selling at low to modest valua-
tions relative to general market measures, such as earnings, book value and
other fundamental accounting measures, and that are expected to have favora-
ble prospects for capital appreciation and/or dividend-paying ability.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the Russell 1000 Value Index. The Fund seeks a
portfolio comprised of companies with above average capitalizations and low
to moderate valuations as measured by price/earnings ratios, book value and
other fundamental accounting measures.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-6
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
CORE U.S. Equity Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and dividend income
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities
Investment Style: Quantitative, applied to large-cap
growth and value (blend) stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and dividend income. The Fund
seeks this objective through a broadly diversified portfolio of large-cap
and blue chip equity securities representing all major sectors of the U.S.
economy.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the S&P 500 Index. The Fund seeks a broad repre-
sentation in most major sectors of the U.S. economy and a portfolio com-
prised of companies with average long-term earnings growth expectations and
dividend yields.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-7
<PAGE>
Goldman Sachs
CORE Large Cap Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital; dividend income is a
secondary consideration
Benchmark: Russell 1000 Growth Index
Investment Focus: Large-cap, growth-oriented U.S. stocks
Investment Style: Quantitative, applied to large-cap growth stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital. The Fund seeks this objective
through a broadly diversified portfolio of equity securities of large-cap
U.S. issuers that are expected to have better prospects for earnings growth
than the growth rate of the general domestic economy. Dividend income is a
secondary consideration.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Investment Adviser emphasizes a company's growth prospects in analyzing
equity securities to be purchased by the Fund. The Fund's investments are
selected using both a variety of quantitative techniques and fundamental
research in seeking to maximize the Fund's expected return, while maintain-
ing risk, style, capitalization and industry characteristics similar to the
Russell 1000 Growth Index. The Fund seeks a portfolio comprised of companies
with above average capitalizations and earnings growth expectations and
below average dividend yields.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-8
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
CORE Small Cap Equity Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: Russell 2000 Index
Investment Focus: Stocks of small capitalization U.S. companies
Investment Style: Quantitative, applied to small-cap
growth and value (blend) stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital. The Fund seeks this objective
through a broadly diversified portfolio of equity securities of U.S. issuers
which are included in the Russell 2000 Index at the time of investment.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the Russell 2000 Index. The Fund seeks a portfo-
lio comprised of companies with small market capitalizations, strong
expected earnings growth and momentum, and better valuation and risk charac-
teristics than the Russell 2000 Index. If the issuer of a portfolio security
held by the Fund is no longer included in the Russell 2000 Index, the Fund
may, but is not required to, sell the security.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-9
<PAGE>
Goldman Sachs
Capital Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities that offer long-term
capital appreciation potential
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks to achieve its
investment objective by investing in a diversified portfolio of equity secu-
rities that are considered by the Investment Adviser to have long-term capi-
tal appreciation potential. Although the Fund invests primarily in publicly
traded U.S. securities, it may invest up to 10% of its total assets in for-
eign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
A-10
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Strategic Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities that are considered to
be strategically positioned for consistent long-term
growth
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks to achieve its
investment objective by investing in a diversified portfolio of equity secu-
rities that are considered by the Investment Adviser to be strategically
positioned for consistent long-term growth. Although the Fund invests pri-
marily in publicly traded U.S. securities, it may invest up to 10% of its
total assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
A-11
<PAGE>
Goldman Sachs
Growth Opportunities Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P Midcap 400 Index
Investment Focus: U.S. equity securities that offer long-term capital
appreciation with a primary focus on mid-capitalization
companies
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities with a primary focus on mid-cap
companies. The Fund seeks to achieve its investment objective by investing
in a diversified portfolio of equity securities that are considered by the
Investment Adviser to be strategically positioned for long-term growth.
Although the Fund invests primarily in publicly traded U.S. securities, it
may invest up to 10% of its total assets in foreign securities, including
securities of issuers in emerging countries and securities quoted in foreign
currencies.
A-12
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Mid Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term capital appreciation
Benchmark: Russell Midcap Index
Investment Focus: Mid-capitalization U.S. stocks that are believed
to be undervalued or undiscovered by the marketplace
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, substan-
tially all of its assets in equity securities and at least 65% of its total
assets in equity securities of mid-cap companies with public stock market
capitalizations (based upon shares available for trading on an unrestricted
basis) within the range of the market capitalization of companies constitut-
ing the Russell Midcap Index at the time of investment (currently between
$400 million and $16 billion). If the capitalization of an issuer decreases
below $400 million or increases above $16 billion after purchase, the Fund
may, but is not required to, sell the securities. Dividend income, if any,
is an incidental consideration. Although the Fund will invest primarily in
publicly traded U.S. securities, it may invest up to 25% of its total assets
in foreign securities, including securities of issuers in emerging countries
and securities quoted in foreign currencies.
Other. The Fund may also invest up to 35% of its total assets in fixed-
income securities, such as corporate debt and bank obligations.
A-13
<PAGE>
Goldman Sachs
Small Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: Russell 2000 Index
Investment Focus: Small-capitalization U.S. stocks that are believed to be
undervalued or undiscovered by the marketplace
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
65% of its total assets in equity securities of companies with public stock
market capitalizations of $1 billion or less at the time of investment.
Under normal circumstances, the Fund's investment horizon for ownership of
stocks will be two to three years. Dividend income, if any, is an incidental
consideration. If the market capitalization of a company held by the Fund
increases above $1 billion, the Fund may, consistent with its investment
objective, continue to hold the security.
The Fund invests in companies which the Investment Adviser believes are
well- managed niche businesses that have the potential to achieve high or
improving returns on capital and/or above average sustainable growth. The
Fund may invest in securities of small market capitalization companies which
may have experienced financial difficulties. Investments may also be made in
companies that are in the early stages of their life and that the Investment
Adviser believes have significant growth potential. The Investment Adviser
believes that the companies in which the Fund may invest offer greater
opportunity for growth of capital than larger, more mature, better known
companies. Although the Fund will invest primarily in publicly traded U.S.
securities, it may invest up to 25% of its total assets in foreign securi-
ties, including securities of issuers in emerging countries and securities
quoted in foreign currencies.
Other. The Fund may invest in the aggregate up to 35% of its total assets in
companies with public stock market capitalizations in excess of $1 billion
at the time of investment and in fixed-income securities, such as corporate
debt and bank obligations.
A-14
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Large Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective:
Long-term capital appreciation
Benchmark:
Russell 1000 Value Index
Investment Focus:
Large capitalization U.S. equity securities that are
believed to be undervalued
Investment Style:
Value
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks its investment
objective by investing in value opportunities that the Investment Adviser
defines as companies with identifiable competitive advantages whose intrin-
sic value is not reflected in the stock price. Although the Fund will invest
primarily in publicly traded U.S. securities, it may invest up to 25% of its
total assets in foreign securities, including securities quoted in foreign
currencies.
Other. The Fund may invest up to 10% of its total assets in fixed-income
securities, such as corporate debt and bank obligations.
A-15
<PAGE>
Other Investment Practices and Securities
The table below identifies some of the investment techniques that may (but are
not required to) be used by the Funds in seeking to achieve their investment
objectives. The table also highlights the differences among the Funds in their
use of these techniques and other investment practices and investment securi-
ties. Numbers in this table show allowable usage only; for actual usage, con-
sult the Fund's annual/semiannual reports. For more information see Appendix A.
10Percent of total assets (italic type)
10Percent of net assets (roman type)
.. No specific percentage
limitation on
usage;limited only by
the objectivesand
strategies of the Fund
<TABLE>
<CAPTION>
Growth CORE CORE
Balanced and Income Large Cap U.S. Equity
Fund Fund Value Fund Fund
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Practices
Borrowings 33 1/3 33 1/3 33 1/3 33 1/3
Credit, currency, index, interest
rate and mortgage swaps . -- -- --
Cross Hedging of Currencies . -- -- --
Custodial receipts . . . .
Equity Swaps 10 10 10 10
Foreign Currency Transactions* ./1/ . . .
Futures Contracts and Options on
Futures Contracts . . ./2/ ./3/
Interest rate caps, floors and
collars . -- -- --
Investment Company Securities
(including World Equity Benchmark
Shares and Standard & Poor's
Depository Receipts) 10 10 10 10
Loan Participations . -- -- --
Mortgage Dollar Rolls . -- -- --
Options on Foreign Currencies/4/ . . . .
Options on Securities and
Securities Indices/5/ . . . .
Repurchase Agreements . . . .
Reverse Repurchase Agreements (for
investment purposes) . -- -- --
Securities Lending 33 1/3 33 1/3 33 1/3 33 1/3
Short Sales Against the Box 25 25 -- --
Unseasoned Companies . . . .
Warrants and Stock Purchase Rights . . . .
When-Issued Securities and Forward
Commitments . . . .
- ------------------------------------------------------------------------------
</TABLE>
- --Not permitted
* Limited by the amount the Fund invests in foreign securities.
1 The Balanced Fund may also enter into forward foreign currency exchange
contracts to seek to increase total return.
2 The CORE Large Cap Value, CORE Large Cap Growth and CORE Small Cap Equity
Funds may enter into futures transactions only with respect to a represen-
tative index.
3 The CORE U.S. Equity Fund may enter into futures transactions only with
respect to the S&P 500 Index.
4 May purchase and sell call and put options.
5 May sell covered call and put options and purchase call and put options.
A-16
<PAGE>
OTHER INVESTMENT PRACTICES AND SECURITIES
<TABLE>
<CAPTION>
CORE CORE Capital Strategic Growth Mid Cap Small Cap Large Cap
Large Cap Small Cap Growth Growth Opportunities Value Value Value
Growth Fund Equity Fund Fund Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
33
1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
. . . . . . . .
10 10 10 10 10 10 10 10
. . . . . . . .
./2/ ./2/ . . . . . .
-- -- -- -- -- -- -- --
10 10 10 10 10 10 10 10
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
. . . . . . . .
. . . . . . . .
. . . . . . . .
-- -- -- -- -- -- -- --
33
1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
-- -- 25 25 25 25 25 25
. . . . . . . .
. . . . . . . .
. . . . . . . .
- ---------------------------------------------------------------------------------------
</TABLE>
A-17
<PAGE>
/10/Percent of total assets (italic type)
/10/Percent of net assets (roman type)
.. No specific percentage
limitation on usage;
limited only by the
objectives and strategies
of the Fund
- --Not permitted
<TABLE>
<CAPTION>
Growth CORE CORE
Balanced and Income Large Cap U.S. Equity
Fund Fund Value Fund Fund
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Securities
American, European and Global
Depository Receipts . . ./6/ ./6/
Asset-Backed and Mortgage-Backed
Securities/15/ . . -- --
Bank Obligations/15/ . . . .
Convertible Securities/7/ . . . .
Corporate Debt Obligations/15/ . . ./8/ ./8/
Equity Securities 45-65 65+ 90+ 90+
Emerging Country Securities 10/14/ 25/14/ -- --
Fixed Income Securities/9/ 35-45 35 10/8/ 10/8/
Foreign Securities 10/14/ 25/14/ ./10/ ./10/
Foreign Government Securities/15/ 10 -- -- --
Municipal Securities . -- -- --
Non-Investment Grade Fixed Income
Securities 10/11/ 10/12/ -- --
Real Estate Investment Trusts . . . .
Stripped Mortgage Backed
Securities/15/ . -- -- --
Structured Securities/15/ . . . .
Temporary Investments 100 100 35 35
U.S. Government Securities/15/ . . . .
Yield Curve Options and Inverse
Floating Rate Securities . -- -- --
- -------------------------------------------------------------------------------
</TABLE>
6 The CORE Funds may not invest in European Depository Receipts.
7 Convertible securities purchased by the Balanced Fund must be B or higher by
Standard & Poor's Rating Group ("Standard & Poor's") or Moody's Investor's
Service, Inc. ("Moody's"). The CORE Funds have no minimum rating criteria
and all other Funds use the same rating criteria for convertible and non-
convertible debt securities.
8 Cash equivalents only.
9 Except as noted under "Non-Investment Grade Fixed Income Securities," fixed-
income securities must be investment grade (i.e., BBB or higher by Standard
& Poor's or Baa or higher by Moody's).
10 Equity securities of foreign issuers must be traded in the United States.
11 Must be at least BB or B by Standard & Poor's or Ba or B by Moody's.
12 Limited by the amount the Fund invests in fixed-income securities. May be BB
or lower by Standard & Poor's or Ba or lower by Moody's.
13 Must be B or higher by Standard & Poor's or B or higher by Moody's.
14 The Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth
Opportunities, Mid Cap Value and Small Cap Value Funds may invest in the
aggregate up to 10%, 25%, 10%, 10%, 10%, 25% and 25%, respectively, of their
total assets in foreign securities, including emerging country securities.
15 Limited by the amount the Fund invests in fixed-income securities.
16 The Small Cap Value Fund may invest in the aggregate up to 35% of its total
assets in: (1) the equity securities of companies with public stock market
capitalizations in excess of $1 billion at the time of investment; and (2)
fixed-income securities.
A-18
<PAGE>
OTHER INVESTMENT PRACTICES AND SECURITIES
<TABLE>
<CAPTION>
CORE CORE Capital Strategic Growth Mid Cap Small Cap Large Cap
Large Cap Small Cap Growth Growth Opportunities Value Value Value
Growth Fund Equity Fund Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
./6/ ./6/ . . . . . .
-- -- . . . . . .
. . . . . . . .
. . . . . . . .
./8/ ./8/ . . . . . .
90+ 90+ 90+ 90+ 90+ 65+ 65+ 80+
-- -- 10/14/ 10/14/ 10/14/ 25/14/ 25/14/ --
10/8/ 10/8/ 10 10 10 35 35/16/ 10
./10/ ./10/ 10/14/ 10/14/ 10/14/ 25/14/ 25/14/ 25
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- 10/12/ 10/12/ 10/12/ 10/13/ 35/12/ 10/12/
. . . . . . . .
-- -- -- -- -- -- -- --
. . . . . . . .
35 35 100 100 100 100 100 100
. . . . . . . .
-- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------
</TABLE>
A-19
<PAGE>
Principal Risks of the Funds
Loss of money is a risk of investing in each Fund. An investment in a Fund is
not a deposit of any bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. The following
summarizes important risks that apply to the Funds and may result in a loss of
your investment. None of the Funds should be relied upon as a complete invest-
ment program. There can be no assurance that a Fund will achieve its investment
objective.
<TABLE>
<CAPTION>
CORE CORE CORE
Growth Large CORE Large Small
and Cap U.S. Cap Cap
..Applicable Balanced Income Value Equity Growth Equity
- --Not applicable Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Credit/Default . . . . . .
Foreign . . . . . .
Emerging Countries . . . . . .
Small Cap/REIT -- -- -- -- -- .
Stock . . . . . .
Derivatives . . . . . .
Interest Rate . . . . . .
Management . . . . . .
Market . . . . . .
Liquidity . . . . . .
Other . . . . . .
- ------------------------------------------------------------------------------------
</TABLE>
A-20
<PAGE>
PRINCIPAL RISKS OF THE FUNDS
<TABLE>
<CAPTION>
Mid Small Large
Capital Strategic Growth Cap Cap Cap
Growth Growth Opportunities Value Value Value
Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
. . . . . .
. . . . . .
. . . . . --
-- -- -- . . --
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
- -----------------------------------------------------------------------------------------------
</TABLE>
A-21
<PAGE>
All Funds:
..Credit/Default Risk--The risk that an issuer of fixed-income securities held
by a Fund (which may have low credit ratings) may default on its obligation to
pay interest and repay principal.
..Foreign Risks--The risk that when a Fund invests in foreign securities, it
will be subject to risk of loss not typically associated with domestic
issuers. Loss may result because of less foreign government regulation, less
public information and less economic, political and social stability. Loss may
also result from the imposition of exchange controls, confiscations and other
government restrictions. A Fund will also be subject to the risk of negative
foreign currency rate fluctuations. Foreign risks will normally be greatest
when a Fund invests in issuers located in emerging countries.
..Emerging Countries Risk--The securities markets of Asian, Latin American,
Eastern European, African and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller market capital-
izations, have less government regulation and are not subject to as extensive
and frequent accounting, financial and other reporting requirements as the
securities markets of more developed countries. Further, investment in equity
securities of issuers located in Russia and certain other emerging countries
involves risk of loss resulting from problems in share registration and cus-
tody and substantial economic and political disruptions. These risks are not
normally associated with investment in more developed countries.
..Stock Risk--The risk that stock prices have historically risen and fallen in
periodic cycles. As of the date of this Prospectus, U.S. stock markets and
certain foreign stock markets were trading at or close to record high levels.
There is no guarantee that such levels will continue.
..Derivatives Risk--The risk that loss may result from a Fund's investments in
options, futures, swaps, structured securities and other derivative instru-
ments. These instruments may be leveraged so that small changes may produce
disproportionate losses to a Fund.
..Interest Rate Risk--The risk that when interest rates increase, securities
held by a Fund will decline in value. Long-term fixed-income securities will
normally have more price volatility because of this risk than short-term secu-
rities.
..Management Risk--The risk that a strategy used by the Investment Adviser may
fail to produce the intended results.
..Market Risk--The risk that the value of the securities in which a Fund invests
may go up or down in response to the prospects of individual companies and/or
general economic conditions. Price changes may be temporary or last for
extended periods.
A-22
<PAGE>
PRINCIPAL RISKS OF THE FUNDS
..Liquidity Risk--The risk that a Fund will not be able to pay redemption pro-
ceeds within the time period stated in this Prospectus because of unusual mar-
ket conditions, an unusually high volume of redemption requests, or other rea-
sons. Funds that invest in non-investment grade fixed-income securities, small
capitalization stocks, REITs and emerging country issuers will be especially
subject to the risk that during certain periods the liquidity of particular
issuers or industries, or all securities within these investment categories,
will shrink or disappear suddenly and without warning as a result of adverse
economic, market or political events, or adverse investor perceptions whether
or not accurate. The Goldman Sachs Asset Allocation Portfolios (the "Asset
Allocation Portfolios") expect to invest a significant percentage of their
assets in the Funds and other funds for which Goldman Sachs now or in the
future acts as investment adviser or underwriter. Redemptions by an Asset
Allocation Portfolio of its position in a Fund may further increase liquidity
risk and may impact a Fund's Net Asset Value ("NAV").
..Other Risks--Each Fund is subject to other risks, such as the risk that its
operations, or the value of its portfolio securities, will be disrupted by the
"Year 2000 Problem."
Specific Funds:
..Small Cap Stock and REIT Risk--The securities of small capitalization stocks
and REITs involve greater risks than those associated with larger, more estab-
lished companies and may be subject to more abrupt or erratic price movements.
Securities of such issuers may lack sufficient market liquidity to enable a
Fund to effect sales at an advantageous time or without a substantial drop in
price.
More information about the Funds' portfolio securities and investment tech-
niques, and their associated risks, is provided in Appendix A. You should con-
sider the investment risks discussed in this section and in Appendix A. Both
are important to your investment choice.
A-23
<PAGE>
Fund Performance
HOW THE FUNDS HAVE PERFORMED
The bar chart and table below provide an indication of the risks of invest-
ing in a Fund by showing: (a) changes in the performance of a Fund's Insti-
tutional Shares from year to year; and (b) how the average annual returns of
a Fund's Institutional Shares compare to those of broad-based securities
market indices. The bar chart and table assume reinvestment of dividends and
distributions. A Fund's past performance is not necessarily an indication of
how the Fund will perform in the future. Performance reflects expense limi-
tations in effect. If expense limitations were not in place, a Fund's per-
formance would have been reduced. The Large Cap Value Fund commenced opera-
tions as of the date of this Prospectus. The CORE Large Cap Value, Strategic
Growth and Growth Opportunities Funds did not commence operations until
December 31, 1998, May 24, 1999 and May 24, 1999, respectively. Since these
Funds have less than one calendar year's performance, no performance infor-
mation is provided in this section.
2
<PAGE>
FUND PERFORMANCE
Balanced Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q4 "98 +8.12%
Worst Quarter
Q3 "98 -8.69%
1998 3.90%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-----------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 8/15/97) 3.90% 4.23%
S&P 500 Index* 28.57% 24.80%
Lehman Brothers Aggregate Bond Index** 8.69% 9.67%
-----------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
** The Lehman Brothers Aggregate Bond Index is an unmanaged index of bond
prices. The Index figures do not reflect any fees or expenses.
3
<PAGE>
Growth and Income Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q2 '97 +15.24%
Worst Quarter
Q3 '98 -16.86%
1997 28.44%
1998 -4.98%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-----------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 6/3/96) (4.98)% 14.35%
S&P 500 Index* 28.57% 28.82%
-----------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
4
<PAGE>
FUND PERFORMANCE
CORE U.S. Equity Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q4 "98 +21.60%
Worst Quarter
Q3 "98 -14.57%
1996 22.09%
1997 32.67%
1998 21.95%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-----------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 6/15/95) 21.95% 26.23%
S&P 500 Index* 28.57% 28.75%
-----------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
5
<PAGE>
CORE Large Cap Growth Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q4 "98 +25.61%
1998 30.64%
AVERAGE ANNUAL TOTAL RETURN
Worst Quarter
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
----------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 5/1/97) 30.64% 31.98%
Russell 1000 Growth Index* 38.72% 36.81%
----------------------------------------------------------------
</TABLE>
Q3 "98 -13.87%
* The Russell 1000 Growth Index is an unmanaged index of common stock prices.
The Index figures do not reflect any fees or expenses.
6
<PAGE>
FUND PERFORMANCE
CORE Small Cap Equity Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q4 "98 +14.48%
Worst Quarter
Q3 "98 -24.25%
1998 -5.63%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
------------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 8/15/97) (5.63)% 1.44%
Russell 2000 Index* (2.55)% 2.84%
------------------------------------------------------------------
</TABLE>
* The Russell 2000 Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
7
<PAGE>
Capital Growth Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q4 '98 +24.46%
Worst Quarter
Q3 '98 -11.40%
1998 34.34%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-----------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 8/15/97) 34.34% 30.00%
S&P 500 Index* 28.57% 24.80%
-----------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
8
<PAGE>
FUND PERFORMANCE
Mid Cap Value Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q2 '97 +19.64%
Worst Quarter
Q3 '98 -20.78%
1996 21.34%
1997 36.04%
1998 -5.43%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-----------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 8/1/95) (5.43)% 15.53%
Russell Midcap Index* 10.09% 18.95%
-----------------------------------------------------------------
</TABLE>
* The Russell Midcap Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
9
<PAGE>
Small Cap Value Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Institutional
Shares for the
9-month period
ended September
30, 1999 was
%.
Best Quarter
Q4 '98 +13.43%
Worst Quarter
Q3 '98 -32.16%
1998 -16.56%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the period ended December 31, 1998 1 Year Since Inception
-------------------------------------------------------------------
<S> <C> <C>
Institutional Shares (Inception 8/15/97) (16.56)% (7.50)%
Russell 2000 Index * (2.55)% 2.84%
-------------------------------------------------------------------
</TABLE>
* The Russell 2000 Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
10
<PAGE>
[This page intentionally left blank]
11
<PAGE>
Fund Fees and Expenses (Institutional Shares)
This table describes the fees and expenses that you would pay if you buy and
hold Institutional Shares of a Fund.
<TABLE>
<CAPTION>
CORE
Growth and Large Cap CORE
Balanced Income Value U.S. Equity
Fund Fund Fund Fund
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees
(fees paid directly from your
investment):
Maximum Sales Charge (Load) Imposed
on Purchases None None None None
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends None None None None
Redemption Fees None None None None
Exchange Fees None None None None
Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets):1
Management Fees2 0.65% 0.70% 0.60% 0.75%
Distribution and Service Fees None None None None
Other Expenses3 0.23% 0.09% 0.37% 0.10%
- ------------------------------------------------------------------------------
Total Fund Operating Expenses* 0.88% 0.79% 0.97% 0.85%
- ------------------------------------------------------------------------------
</TABLE>
See page 38 for all other footnotes.
* As a result of current waivers and expense limita-
tions, "Other Expenses" and "Total Fund Operating
Expenses" of the Funds which are actually incurred
are as set forth below. The waivers and expense limi-
tations may be terminated at any time at the option
of the Investment Adviser. If this occurs, "Other
Expenses" and "Total Fund Operating Expenses" may
increase without shareholder approval.
<TABLE>
<CAPTION>
CORE
Growth and Large Cap CORE
Balanced Income Value U.S. Equity
Fund Fund Fund Fund
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from
Fund assets):1
Management Fees/2/ 0.65% 0.70% 0.60% 0.70%
Distribution and Services Fees None None None None
Other Expenses3 0.05% 0.09% 0.04% 0.04%
----------------------------------------------------------------------------
Total Fund Operating Expenses
(after current waivers and
expense limitations) 0.70% 0.79% 0.64% 0.74%
----------------------------------------------------------------------------
</TABLE>
12
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
CORE CORE
Large Cap Small Cap Capital Strategic Growth Mid Cap Small Cap Large Cap
Growth Equity Growth Growth Opportunities Value Value Value
Fund Fund Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
None None None None None None None None
None None None None None None None None
None None None None None None None None
None None None None None None None None
0.75% 0.85% 1.00% 1.00% 1.00% 0.75% 1.00% 0.75%
None None None None None None None None
0.21% 0.50% 0.09% 0.30% 0.30% 0.16% 0.17% 1.01%
- -----------------------------------------------------------------------------------
0.96% 1.35% 1.09% 1.30% 1.30% 0.91% 1.17% 1.76%
- -----------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CORE CORE
Large Cap Small Cap Capital Strategic Growth Mid Cap Small Cap Large Cap
Growth Equity Growth Growth Opportunities Value Value Value
Fund Fund Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0.60% 0.85% 1.00% 1.00% 1.00% 0.75% 1.00% 0.75%
None None None None None None None None
0.04% 0.08% 0.04% 0.04% 0.04% 0.14% 0.10% 0.10%
- -----------------------------------------------------------------------------------
0.64% 0.93% 1.04% 1.04% 1.04% 0.89% 1.10% 0.85%
- -----------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
Fund Fees and Expenses continued
/1/The Funds' annual operating expenses have been restated to reflect current
fees, except for the CORE Large Cap Value, Strategic Growth, Growth Opportuni-
ties and Large Cap Value Funds whose expenses are estimated for the current
fiscal year.
/2/The Investment Adviser has voluntarily agreed not to impose a portion of the
management fee on the CORE U.S. Equity Fund and the CORE Large Cap Growth Fund
equal to 0.05% and 0.15%, respectively, of such Funds' average daily net
assets. As a result of fee waivers, the current management fees of the CORE
U.S. Equity Fund and CORE Large Cap Growth Fund are 0.70% and 0.60%, respec-
tively, of such Funds' average daily net assets. The waivers may be terminated
at any time at the option of the Investment Adviser.
/3/"Other Expenses" include transfer agency fees equal to 0.04% of the average
daily net assets of each Fund's Institutional Shares plus all other ordinary
expenses not detailed above. The Investment Adviser has voluntarily agreed to
reduce or limit "Other Expenses"(excluding management fees, transfer agency
fees, taxes, interest and brokerage fees and litigation, indemnification and
other extraordinary expenses) to the following percentages of each Fund's aver-
age daily net assets:
<TABLE>
<CAPTION>
Other
Fund Expenses
- --------------------------
<S> <C>
Balanced 0.01%
Growth and
Income 0.05%
CORE Large Cap
Value 0.00%
CORE U.S. Equity 0.00%
CORE Large Cap
Growth 0.00%
CORE Small Cap
Equity 0.04%
Capital Growth 0.00%
Strategic Growth 0.00%
Growth
Opportunities 0.00%
Mid Cap Value 0.10%
Small Cap Value 0.06%
Large Cap Value 0.06%
</TABLE>
14
<PAGE>
FUND FEES AND EXPENSES
Example
The following Example is intended to help you compare the cost of investing in
a Fund (without the waivers and expense limitations) with the cost of investing
in other mutual funds. The Example assumes that you invest $10,000 in Institu-
tional Shares of a Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that a Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced $ 90 $281 $488 $1,084
- ------------------------------------------------------
Growth and Income $ 81 $252 $439 $ 978
- ------------------------------------------------------
CORE Large Cap Value $ 99 $309 N/A N/A
- ------------------------------------------------------
CORE U.S. Equity $ 87 $271 $471 $1,049
- ------------------------------------------------------
CORE Large Cap Growth $ 98 $306 $531 $1,178
- ------------------------------------------------------
CORE Small Cap Equity $137 $428 $739 $1,624
- ------------------------------------------------------
Capital Growth $111 $347 $601 $1,329
- ------------------------------------------------------
Strategic Growth $132 $412 N/A N/A
- ------------------------------------------------------
Growth Opportunities $132 $412 N/A N/A
- ------------------------------------------------------
Mid Cap Value $ 93 $290 $504 $1,120
- ------------------------------------------------------
Small Cap Value $119 $372 $644 $1,420
- ------------------------------------------------------
Large Cap Value $179 $554 N/A N/A
- ------------------------------------------------------
</TABLE>
Institutions that invest in Institutional Shares on behalf of their customers
may charge other fees directly to their customer accounts in connection with
their investments. You should contact your institution for information regard-
ing such charges. Such fees, if any, may affect the return such customers real-
ize with respect to their investments.
Certain institutions that invest in Institutional Shares on behalf of their
customers may receive other compensation in connection with the sale and dis-
tribution of such shares or for services to their customers' accounts and/or
the Funds. For additional information regarding such compensation, see "Share-
holder Guide" in the Prospectus and "Other Information" in the Statement of
Additional Information ("Additional Statement").
15
<PAGE>
Service Providers
INVESTMENT ADVISERS
<TABLE>
<CAPTION>
Investment Adviser Fund
---------------------------------------------------------------------
<S> <C>
Goldman Sachs Asset Management ("GSAM") Balanced
32 Old Slip Growth and Income
New York, New York 10005 CORE Large Cap Value
CORE Large Cap Growth
CORE Small Cap Equity
Strategic Growth
Growth Opportunities
Mid Cap Value
Small Cap Value
Large Cap Value
---------------------------------------------------------------------
Goldman Sachs Funds Management, L.P. ("GSFM") CORE U.S. Equity
One New York Plaza Capital Growth
New York, New York 10004
---------------------------------------------------------------------
</TABLE>
GSAM is a separate operating division of Goldman Sachs, which registered as
an investment adviser in 1981. GSFM, a registered investment adviser since
1990, is a Delaware limited partnership which is an affiliate of Goldman
Sachs. The Goldman Sachs Group, L.P., which controls the Investment Advis-
ers, merged into the Goldman Sachs Group, Inc. as a result of an initial
public offering. As of September 30, 1999, GSAM and GSFM, together with
their affiliates, acted as investment adviser or distributor for assets in
excess of $ billion.
The Investment Adviser provides day-to-day advice regarding the Funds' port-
folio transactions. The Investment Adviser makes the investment decisions
for the Funds and places purchase and sale orders for the Funds' portfolio
transactions in U.S. and foreign markets. As permitted by applicable law,
these orders may be directed to any brokers, including Goldman Sachs and its
affiliates. While the Investment Adviser is ultimately responsible for the
management of the Funds, it is able to draw upon the research and expertise
of its asset management affiliates for portfolio decisions and management
with respect to certain portfolio securities. In addition, the Investment
Adviser has access to the research and certain proprietary technical models
developed by Goldman Sachs, and will apply quantitative and qualitative
analysis in determining the appropriate allocations among categories of
issuers and types of securities.
B-1
<PAGE>
The Investment Adviser also performs the following additional services for
the Funds:
.. Supervises all non-advisory operations of the Funds
.. Provides personnel to perform necessary executive, administrative and
clerical services to the Funds
.. Arranges for the preparation of all required tax returns, reports to
shareholders, prospectuses and statements of additional information and
other reports filed with the Securities and Exchange Commission (the
"SEC") and other regulatory authorities
.. Maintains the records of each Fund
.. Provides office space and all necessary office equipment and services
MANAGEMENT FEES
As compensation for its services and its assumption of certain expenses, the
Investment Adviser is entitled to the following fees, computed daily and
payable monthly, at the annual rates listed below:
<TABLE>
<CAPTION>
Actual Rate
For the Fiscal Year
or Period Ended
Contractual Rate August 31, 1999
------------------------------------------------------------
<S> <C> <C>
GSAM:
------------------------------------------------------------
Balanced 0.65% 0.65%
------------------------------------------------------------
Growth and Income 0.70% 0.70%
------------------------------------------------------------
CORE Large Cap Value 0.60% 0.60%
------------------------------------------------------------
CORE Large Cap Growth 0.75% 0.60%
------------------------------------------------------------
CORE Small Cap Equity 0.85% 0.85%
------------------------------------------------------------
Strategic Growth 1.00% 1.00%
------------------------------------------------------------
Growth Opportunities 1.00% 1.00%
------------------------------------------------------------
Mid Cap Value 0.75% 0.75%
------------------------------------------------------------
Small Cap Value 1.00% 1.00%
------------------------------------------------------------
Large Cap Value 0.75% N/A
------------------------------------------------------------
GSFM:
------------------------------------------------------------
CORE U.S. Equity 0.75% 0.70%
------------------------------------------------------------
Capital Growth 1.00% 1.00%
------------------------------------------------------------
</TABLE>
The difference, if any, between the stated fees and the actual fees paid by
the Funds reflects that the Investment Adviser did not charge the full
amount of the fees to which it would have been entitled. The Investment
Adviser may discontinue or modify any such voluntary limitations in the
future at its discretion.
B-2
<PAGE>
SERVICE PROVIDERS
FUND MANAGERS
M. Roch Hillenbrand, a Managing Director of Goldman Sachs since 1997, is the
Head of Global Equities for GSAM, overseeing the United States, Europe,
Japan, and non-Japan Asia. In this capacity, he is responsible for managing
the group as it defines and implements global portfolio management processes
that are consistent, reliable and predictable. Mr. Hillenbrand is also Pres-
ident of Commodities Corporation LLC since 1981, of which Goldman Sachs is
the parent company. Over the course of his 18-year career at Commodities
Corporation, Mr. Hillenbrand has had extensive experience in dealing with
internal and external investment managers who have managed a range of
futures and equities strategies across multiple markets, using a variety of
styles.
Value Team
..Thirteen portfolio managers/analysts compose the Investment Adviser's value
investment team
..Multi-sector focus provides a balanced perspective
..Across all value products, the Investment Adviser leverages the industry
research expertise of its small, mid and large cap investment teams
- --------------------------------------------------------------------------------
Value Team
<TABLE>
<CAPTION>
Years
Fund Primarily
Name and Title Responsibility Responsible Five Year Employment History
- -------------------------------------------------------------------------------
<C> <C> <C> <S>
Eileen A. Portfolio Since Ms. Aptman joined the Investment
Aptman Manager-- 1996 Adviser as a research analyst in
Vice President Mid Cap Value 1997 1993. She became a portfolio
Small Cap Value manager in 1996.
- -------------------------------------------------------------------------------
Paul D. Farrell Senior Portfolio Since Mr. Farrell joined the
Managing Manager-- Small 1992 Investment Adviser as a
Director Cap Value 1998 portfolio manager in 1991. In
Mid Cap Value 1999 1998, he became responsible for
Growth and 1999 managing the Investment
Income Adviser's Value team.
Balanced
(Equity)
- -------------------------------------------------------------------------------
Matthew B. Portfolio Since Mr. McLennan joined the
McLennan Manager-- 1996 Investment Adviser as a research
Vice President Small Cap Value 1998 analyst in 1995 and became a
Mid Cap Value portfolio manager in 1996. From
1994 to 1995, he worked in the
Investment Banking Division of
Goldman Sachs in Australia. From
1991 to 1994, Mr. McLennan
worked at Queensland Investment
Corporation in Australia.
- -------------------------------------------------------------------------------
Eileen Rominger Senior Portfolio Since Ms. Rominger joined the
Managing Manager-- Growth Investment Adviser as a senior
Director and Income 1999 portfolio manager in 1999. From
Mid Cap Value 1999 1981 to 1999, she worked at
Small Cap Value 1999 Oppenheimer Capital most
Large Cap Value 1999 recently as a senior portfolio
Balanced (Equity) 1999 manager.
- -------------------------------------------------------------------------------
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
Years
Fund Primarily
Name and Title Responsibility Responsible Five Year Employment History
- ---------------------------------------------------------------------------
<C> <C> <C> <S>
Karma Wilson Portfolio Since Ms. Wilson joined the
Vice President Manager-- 1998 Investment Adviser as a
Balanced 1998 portfolio manager in 1994.
(Equity) 1998 Prior to 1994, she was an
Growth and 1999 investment analyst with
Income Bankers Trust Australia Ltd.
Mid Cap Value
Large Cap Value
- ---------------------------------------------------------------------------
</TABLE>
Quantitative Equity Team
..A stable and growing team supported by an extensive internal staff
..Access to the research ideas of Goldman Sachs' renowned Global Investment
Research Department
..More than $22 billion in equities currently under management
- --------------------------------------------------------------------------------
Quantitative Equity Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Melissa Brown Senior Portfolio Manager-- Since Ms. Brown joined the
Vice President CORE Large Cap Value 1998 Investment Adviser as a
CORE U.S. Equity 1998 portfolio manager in
CORE Large Cap Growth 1998 1998. From
CORE Small Cap Equity 1998 1984 to 1998, she was
the
director of Quantitative
Equity Research and
served on the Investment
Policy Committee at
Prudential Securities.
- ------------------------------------------------------------------------------------------
Kent A. Clark Senior Portfolio Manager-- Since Mr. Clark joined the
Managing CORE U.S. Equity 1996 Investment Adviser as a
Director CORE Large Cap Growth 1997 portfolio manager in the
CORE Small Cap Equity 1997 quantitative equity
CORE Large Cap Value 1998 management team in 1992.
- ------------------------------------------------------------------------------------------
Robert C. Jones Senior Portfolio Manager-- Since Mr. Jones joined the
Managing CORE U.S. Equity 1991 Investment Adviser as a
Director CORE Large Cap Growth 1997 portfolio manager in
CORE Small Cap Equity 1997 1989.
CORE Large Cap Value 1998
- ------------------------------------------------------------------------------------------
Victor H. Senior Portfolio Manager-- Since Mr. Pinter joined the
Pinter CORE U.S. Equity 1996 Investment Adviser as a
Vice President CORE Large Cap Growth 1997 research analyst in
CORE Small Cap Equity 1997 1990. He became a
CORE Large Cap Value 1998 portfolio manager in
1992.
- ------------------------------------------------------------------------------------------
</TABLE>
Growth Equity Investment Team
..18 year consistent investment style applied through diverse and complete
market cycles
..More than $12 billion in equities currently under management
B-4
<PAGE>
SERVICE PROVIDERS
..More than 250 client account relationships
..A portfolio management and analytical team with more than 150 years com-
bined investment experience
- --------------------------------------------------------------------------------
Growth Equity Investment Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
George D. Adler Senior Portfolio Manager-- Since Mr. Adler joined the
Vice President Balanced (Equity) 1997 Investment Adviser as a
Capital Growth 1997 portfolio manager in
Strategic Growth 1999 1997. From 1990 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty
Investment Management,
Inc. ("Liberty").
- ------------------------------------------------------------------------------------------
Robert G. Senior Portfolio Manager-- Since Mr. Collins joined the
Collins Capital Growth 1997 Investment Adviser as
Vice President Balanced (Equity) 1998 portfolio manager and
Strategic Growth 1999 Co-Chair of the Growth
Growth Opportunities 1999 Equity Investment
Committee in 1997. From
1991 to 1997, he was a
portfolio manager at
Liberty. His past
experience includes work
as a special situations
analyst with
Raymond James &
Associates for
five years.
- ------------------------------------------------------------------------------------------
Herbert E. Senior Portfolio Manager-- Since Mr. Ehlers joined the
Ehlers Capital Growth 1997 Investment Adviser as a
Managing Balanced (Equity) 1998 senior portfolio manager
Director Strategic Growth 1999 and Chief Investment
Growth Opportunities 1999 Officer of the Growth
Equity team in 1997.
From 1994 to 1997, he
was the Chief Investment
Officer and Chairman of
Liberty. He was a
portfolio manager and
President at Liberty's
predecessor firm, Eagle
Asset Management
("Eagle"), from 1984 to
1994.
- ------------------------------------------------------------------------------------------
Gregory H. Senior Portfolio Manager-- Since Mr. Ekizian joined the
Ekizian Capital Growth 1997 Investment Adviser as
Vice President Balanced (Equity) 1998 portfolio manager and
Strategic Growth 1999 Co-Chair of the Growth
Growth Opportunities 1999 Equity Investment
Committee in 1997. From
1990 to 1997, he was a
portfolio manager at
Liberty and its
predecessor firm, Eagle.
- ------------------------------------------------------------------------------------------
David G. Shell Senior Portfolio Manager-- Since Mr. Shell joined the
Vice President Capital Growth 1997 Investment Adviser as a
Balanced (Equity) 1998 portfolio manager in
Strategic Growth 1999 1997. From 1987 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty and
its predecessor firm,
Eagle.
- ------------------------------------------------------------------------------------------
</TABLE>
B-5
<PAGE>
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Ernest C. Senior Portfolio Manager-- Since Mr. Segundo joined the
Segundo, Jr. Capital Growth 1997 Investment Adviser as a
Vice President Balanced (Equity) 1998 portfolio manager in
Strategic Growth 1999 1997. From 1992 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty.
- ------------------------------------------------------------------------------------------
Steve Barry Senior Portfolio Manager-- Since Mr. Barry joined the
Vice President Growth Opportunities 1999 Investment Adviser as a
portfolio manager in
1999. From 1988 to 1999,
he was a portfolio
manager at Alliance
Capital Management.
- ------------------------------------------------------------------------------------------
</TABLE>
Fixed-Income Portfolio Management Team
..Fixed-income portfolio management is comprised of a deep team of sector
specialists
..The team strives to maximize risk-adjusted returns by de-emphasizing inter-
est rate anticipation and focusing on security selection and sector alloca-
tion
..The team manages approximately $40 billion in fixed-income assets for
retail, institutional and high net worth clients
- --------------------------------------------------------------------------------
Fixed-Income Portfolio Management Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- --------------------------------------------------------------------------------
<C> <C> <C> <S>
Jonathan A. Senior Portfolio Since Mr. Beinner joined the
Beinner Manager -- 1994 Investment Adviser as a
Managing Balanced (Fixed- portfolio manager in 1990.
Director and Income)
Co-Head U.S.
Fixed Income
- --------------------------------------------------------------------------------
C. Richard Lucy Senior Portfolio Since Mr. Lucy joined the Investment
Managing Manager -- 1994 Adviser as a portfolio manager
Director and Balanced (Fixed- in 1992.
Co-Head U.S. Income)
Fixed Income
- --------------------------------------------------------------------------------
</TABLE>
B-6
<PAGE>
SERVICE PROVIDERS
DISTRIBUTOR AND TRANSFER AGENT
Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the
exclusive distributor (the "Distributor") of each Fund's shares. Goldman
Sachs, 4900 Sears Tower, Chicago, Illinois 60606-6372, also serves as the
Funds' transfer agent (the "Transfer Agent") and, as such, performs various
shareholder servicing functions.
From time to time, Goldman Sachs or any of its affiliates may purchase and
hold shares of the Funds. Goldman Sachs reserves the right to redeem at any
time some or all of the shares acquired for its own account.
ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER ACCOUNTS MANAGED BY
GOLDMAN SACHS
The involvement of the Investment Adviser, Goldman Sachs and their affili-
ates in the management of, or their interest in, other accounts and other
activities of Goldman Sachs may present conflicts of interest with respect
to a Fund or limit a Fund's investment activities. Goldman Sachs and its
affiliates engage in proprietary trading and advise accounts and funds which
have investment objectives similar to those of the Funds and/or which engage
in and compete for transactions in the same types of securities, currencies
and instruments as the Funds. Goldman Sachs and its affiliates will not have
any obligation to make available any information regarding their proprietary
activities or strategies, or the activities or strategies used for other
accounts managed by them, for the benefit of the management of the Funds.
The results of a Fund's investment activities, therefore, may differ from
those of Goldman Sachs and its affiliates, and it is possible that a Fund
could sustain losses during periods in which Goldman Sachs and its affili-
ates and other accounts achieve significant profits on their trading for
proprietary or other accounts. In addition, the Funds may, from time to
time, enter into transactions in which other clients of Goldman Sachs have
an adverse interest. A Fund's activities may be limited because of regula-
tory restrictions applicable to Goldman Sachs and its affiliates, and/or
their internal policies designed to comply with such restrictions.
YEAR 2000
Many computer systems were designed using only two digits to signify the
year (for example, "98" for "1998"). On January 1, 2000, if these computer
systems are not corrected, they may incorrectly interpret "00" as the year
"1900" rather than the year "2000," leading to computer shutdowns or errors
(commonly
B-7
<PAGE>
known as the "Year 2000 Problem"). To the extent these systems conduct
forward-looking calculations, these computer problems may occur prior to
January 1, 2000. Like other investment companies and financial and business
organizations, the Funds could be adversely affected in their ability to
process securities trades, price securities, provide shareholder account
services and otherwise conduct normal business operations if the Investment
Adviser or other Fund service providers do not adequately address this prob-
lem in a timely manner.
In order to address the Year 2000 Problem, the Investment Adviser has taken
the following measures:
..The Investment Adviser has established a dedicated group to analyze these
issues and to implement the systems modifications necessary to prepare for
the Year 2000 Problem.
..The Investment Adviser has sought assurances from the Funds' other service
providers that they are taking the steps necessary so that they do not
experience Year 2000 Problems, and the Investment Adviser will continue to
monitor the situation.
Currently, the Investment Adviser does not anticipate that the transition to
the 21st century will have any material impact on its ability to continue to
service the Funds at current levels.
In addition, the Investment Adviser has undertaken measures to appropriately
take into account available information concerning the Year 2000 prepared-
ness of the issuers of securities held by the Funds. The Investment Adviser
may obtain such Year 2000 information from various sources which the Invest-
ment Adviser believes to be reliable, including the issuers' public regula-
tory filings. However, the Investment Adviser is not in a position to verify
the accuracy or completeness of such information.
At this time, however, no assurance can be given that the actions taken by
the Investment Adviser and the Funds' other service providers will be suffi-
cient to avoid any adverse effect on the Funds due to the Year 2000 Problem.
B-8
<PAGE>
Dividends
Each Fund pays dividends from its net investment income and distributions from
net realized capital gains. You may choose to have dividends and distributions
paid in:
..Cash
..Additional shares of the same class of the same Fund
..Shares of the same or an equivalent class of another Goldman Sachs Fund. Spe-
cial restrictions may apply for certain ILA Portfolios. See the Additional
Statement.
You may indicate your election on your Account Application. Any changes may be
submitted in writing to Goldman Sachs at any time before the record date for a
particular dividend or distribution. If you do not indicate any choice, your
dividends and distributions will be reinvested automatically in the applicable
Fund.
The election to reinvest dividends and distributions in additional shares will
not affect the tax treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
Dividends from net investment income and distributions from net capital gains
are declared and paid as follows:
<TABLE>
<CAPTION>
Investment Capital Gains
Fund Income Dividends Distributions
- -----------------------------------------------------
<S> <C> <C>
Balanced Quarterly Annually
- -----------------------------------------------------
Growth and Income Quarterly Annually
- -----------------------------------------------------
CORE Large Cap Value Quarterly Annually
- -----------------------------------------------------
CORE U.S. Equity Annually Annually
- -----------------------------------------------------
CORE Large Cap Growth Annually Annually
- -----------------------------------------------------
CORE Small Cap Equity Annually Annually
- -----------------------------------------------------
Capital Growth Annually Annually
- -----------------------------------------------------
Strategic Growth Annually Annually
- -----------------------------------------------------
Growth Opportunities Annually Annually
- -----------------------------------------------------
Mid Cap Value Annually Annually
- -----------------------------------------------------
Small Cap Value Annually Annually
- -----------------------------------------------------
Large Cap Value Annually Annually
- -----------------------------------------------------
</TABLE>
B-9
<PAGE>
DIVIDENDS
From time to time a portion of a Fund's dividends may constitute a return of
capital.
At the time of an investor's purchase of shares of a Fund, a portion of the NAV
per share may be represented by undistributed income or realized or unrealized
appreciation of the Fund's portfolio securities. Therefore, subsequent distri-
butions on such shares from such income or realized appreciation may be taxable
to the investor even if the NAV of the shares is, as a result of the distribu-
tions, reduced below the cost of such shares and the distributions (or portions
thereof) represent a return of a portion of the purchase price.
B-10
<PAGE>
Shareholder Guide
The following section will provide you with answers to some of the most
often asked questions regarding buying and selling the Funds' Institutional
Shares.
HOW TO BUY SHARES
How Can I Purchase Institutional Shares Of The Funds?
You may purchase Institutional Shares on any business day at their net asset
value ("NAV") next determined after receipt of an order. No sales load is
charged. You should place an order with Goldman Sachs at 1-800-621-2550 and
either:
..Wire federal funds to The Northern Trust Company ("Northern"), as
subcustodian for State Street Bank and Trust Company ("State Street") (each
Fund's custodian) on the next business day; or
..Initiate an Automated Clearing House Network ("ACH") transfer to Northern;
or
..Send a check or Federal Reserve draft payable to Goldman Sachs Funds--(Name
of Fund and Class of Shares), 4900 Sears Tower--60th Floor, Chicago, IL
60606-6372. The Fund will not accept a check drawn on a foreign bank or a
third-party check.
In order to make an initial investment in a Fund, you must furnish to the
Fund or Goldman Sachs the Account Application attached to this Prospectus.
Purchases of Institutional Shares must be settled within three business days
of receipt of a complete purchase order.
How Do I Purchase Shares Through A Financial Institution?
Certain institutions (including banks, trust companies, brokers and invest-
ment advisers) that provide recordkeeping, reporting and processing services
to their customers may be authorized to accept, on behalf of Goldman Sachs
Trust (the "Trust"), purchase, redemption and exchange orders placed by or
on behalf of their customers, and may designate other intermediaries to
accept such orders, if approved by the Trust. In these cases:
..A Fund will be deemed to have received an order in proper form when the
order is accepted by the authorized institution or intermediary on a busi-
ness day, and the order will be priced at the Fund's NAV next determined
after such acceptance.
G-1
<PAGE>
..Authorized institutions and intermediaries will be responsible for trans-
mitting accepted orders and payments to the Trust within the time period
agreed upon by them.
You should contact your institution or intermediary to learn whether it is
authorized to accept orders for the Trust.
These institutions may receive payments from the Funds or Goldman Sachs for
the services provided by them with respect to the Funds' Institutional
Shares. These payments may be in addition to other payments borne by the
Funds.
The Investment Adviser, Distributor and/or their affiliates may pay addi-
tional compensation from time to time, out of their assets and not as an
additional charge to the Funds, to certain institutions and other persons in
connection with the sale, distribution and/or servicing of shares of the
Funds and other Goldman Sachs Funds. Subject to applicable NASD regulations,
the Investment Adviser, Distributor and/or their affiliates may also con-
tribute to various cash and non-cash incentive arrangements to promote the
sale of shares. This additional compensation can vary among such institu-
tions depending upon such factors as the amounts their customers have
invested (or may invest) in particular Goldman Sachs Funds, the particular
program involved, or the amount of reimbursable expenses. Additional compen-
sation based on sales may, but is currently not expected to, exceed 0.50%
(annualized) of the amount invested.
In addition to Institutional Shares, each Fund also offers other classes of
shares to investors. These other share classes are subject to different fees
and expenses (which affect performance), have different minimum investment
requirements and are entitled to different services than Institutional
Shares. Information regarding these other share classes may be obtained from
your sales representative or from Goldman Sachs by calling the number on the
back cover of this Prospectus.
G-2
<PAGE>
SHAREHOLDER GUIDE
What is My Minimum Investment in the Funds?
<TABLE>
<CAPTION>
Type of Investor Minimum Investment
-------------------------------------------------------------------------------
<S> <C>
.Banks, trust companies or $1,000,000 in Institutional Shares of a Fund
other depository alone or in combination with other assets
institutions investing for under the management of GSAM and its affiliates
their own account or on
behalf of clients
.Pension and profit sharing
plans, pension funds and
other company-sponsored
benefit plans
.State, county, city or any
instrumentality, department,
authority or agency thereof
.Corporations with at least
$100 million in assets or in
outstanding publicly traded
securities
."Wrap" account sponsors
(provided they have an
agreement covering the
arrangement with GSAM)
.Registered investment
advisers investing for
accounts for which they
receive asset-based fees
-------------------------------------------------------------------------------
.Individual investors $10,000,000
.Qualified non-profit
organizations, charitable
trusts, foundations and
endowments
.Accounts over which GSAM or
its advisory affiliates have
investment discretion
-------------------------------------------------------------------------------
</TABLE>
The minimum investment requirement may be waived for current and former
officers, partners, directors or employees of Goldman Sachs or any of its
affiliates or for other investors at the discretion of the Trust's officers.
No minimum amount is required for subsequent investments.
What Else Should I Know About Share Purchases?
The Trust reserves the right to:
..Modify or waive the minimum investment amounts.
..Reject or restrict any purchase or exchange orders by a particular pur-
chaser (or group of related purchasers). This may occur, for example, when
a pattern of frequent purchases, sales or exchanges of Institutional Shares
of a Fund is evident, or if purchases, sales or exchanges are, or a subse-
quent abrupt redemption might be, of a size that would disrupt the manage-
ment of a Fund.
G-3
<PAGE>
The Funds may allow you to purchase shares with securities instead of cash
if consistent with a Fund's investment policies and operations and if
approved by the Fund's Investment Adviser.
How Are Shares Priced?
The price you pay or receive when you buy, sell or exchange Institutional
Shares is determined by a Fund's NAV. The Funds calculate NAV as follows:
(Value of Assets of the Class)
- (Liabilities of the Class)
NAV = _______________________________
Number of Outstanding Shares of the Class
The Funds' investments are valued based on market quotations or, if accurate
quotations are not readily available, the fair value of the Fund's invest-
ments may be determined in good faith under procedures established by the
Trustees.
..NAV per share of each class is calculated by State Street on each business
day as of the close of regular trading on the New York Stock Exchange (nor-
mally 4:00 p.m. New York time). Fund shares will not be priced on any day
the New York Stock Exchange is closed.
..When you buy shares, you pay the NAV next calculated after the Funds
receive your order in proper form.
..When you sell shares, you receive the NAV next calculated after the Funds
receive your order in proper form.
Note: The time at which transactions and shares are priced and the time by
which orders must be received may be changed in case of an emergency or if
regular trading on the New York Stock Exchange is stopped at a time other
than 4:00 p.m. New York time.
Foreign securities may trade in their local markets on days a Fund is
closed. As a result, the NAV of a Fund that holds foreign securities may be
impacted on days when investors may not purchase or redeem Fund shares.
In addition, the impact of events that occur after the publication of market
quotations used by a Fund to price its securities but before the close of
regular trading on the New York Stock Exchange will normally not be
reflected in a Fund's next determined NAV unless the Trust, in its discre-
tion, makes an adjustment in light of the nature and materiality of the
event, its effect on Fund operations and other relevant factors.
G-4
<PAGE>
SHAREHOLDER GUIDE
HOW TO SELL SHARES
How Can I Sell Institutional Shares Of The Funds?
You may arrange to take money out of your account by selling (redeeming)
some or all of your shares. Generally, each Fund will redeem its Institu-
tional Shares upon request on any business day at their NAV next determined
after receipt of such request in proper form. You may request that redemp-
tion proceeds be sent to you by check or by wire (if the wire instructions
are on record). Redemptions may be requested in writing or by telephone.
<TABLE>
<CAPTION>
Instructions For Redemptions:
-----------------------------------------------------------------------
<S> <C> <C>
By Writing: .Write a letter of instruction that includes:
.Your name(s) and signature(s)
.Your account number
.The Fund name and Class of Shares
.The dollar amount you want to sell
.How and where to send the proceeds
.Mail your request to:
Goldman Sachs Funds
4900 Sears Tower--60th Floor
Chicago, IL 60606-6372
-----------------------------------------------------------------------
By Telephone: If you have elected the telephone
redemption privilege on your Account Application:
.1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)
-----------------------------------------------------------------------
</TABLE>
Certain institutions and intermediaries are authorized to accept redemption
requests on behalf of the Funds as described under "How Do I Purchase Shares
Through A Financial Institution?"
What Do I Need To Know About Telephone Redemption Requests?
The Trust, the Distributor, the Investment Adviser and the Transfer Agent
will not be liable for any loss you may incur in the event that the Trust
accepts unauthorized telephone redemption requests that the Trust reasonably
believes to be genuine. In an effort to prevent unauthorized or fraudulent
redemption and exchange requests by telephone, Goldman Sachs employs reason-
able procedures specified by the Trust to confirm that such instructions are
genuine. If reasonable procedures are not employed, the Trust may be liable
for any loss due to unauthorized or fraudulent transactions. The following
general policies are currently in effect:
..All telephone requests are recorded.
..Any redemption request that requires money to go to an account or address
other than that designated on the Account Application must be in writing
and signed by an authorized person designated on the Account Application.
The
G-5
<PAGE>
written request may be confirmed by telephone with both the requesting
party and the designated bank account to verify instructions.
..The telephone redemption option may be modified or terminated at any time.
Note: It may be difficult to make telephone redemptions in times of drastic
economic or market conditions.
How Are Redemption Proceeds Paid?
By Wire: You may arrange for your redemption proceeds to be wired as federal
funds to the bank account designated in your Account Application. The fol-
lowing general policies govern wiring redemption proceeds:
..Redemption proceeds will normally be wired on the next business day in fed-
eral funds (for a total of one business day delay), but may be paid up to
three business days following receipt of a properly executed wire transfer
redemption request. If you are selling shares you recently paid for by
check, the Fund will pay you when your check has cleared, which may take up
to 15 days. If the Federal Reserve Bank is closed on the day that the
redemption proceeds would ordinarily be wired, wiring the redemption pro-
ceeds may be delayed one additional business day.
..To change the bank designated on your Account Application, you must send
written instructions signed by an authorized person designated on the
account application to the Transfer Agent.
..Neither the Trust, Goldman Sachs nor any other institution assume any
responsibility for the performance of your bank or any intermediaries in
the transfer process. If a problem with such performance arises, you should
deal directly with your bank or any such intermediaries.
By Check: You may elect in writing to receive your redemption proceeds by
check. Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of a properly executed redemp-
tion request. If you are selling shares you recently paid for by check, the
Fund will pay you when your check has cleared, which may take up to 15 days.
What Else Do I Need To Know About Redemptions?
The following generally applies to redemption requests:
..Additional documentation may be required when deemed appropriate by the
Transfer Agent. A redemption request will not be in proper form until such
additional documentation has been received.
..Institutions (including banks, trust companies, brokers and investment
advisers) are responsible for the timely transmittal of redemption requests
by their customers to the Transfer Agent. In order to facilitate the timely
transmittal of redemption requests, these institutions may set times by
which they must receive
G-6
<PAGE>
SHAREHOLDER GUIDE
redemption requests. These institutions may also require additional docu-
mentation from you.
The Trust reserves the right to:
..Redeem your shares if your account balance falls below $50 as a result of
earlier redemptions. The Funds will not redeem your shares on this basis if
the value of your account falls below the minimum account balance solely as
a result of market conditions. The Fund will give you 60 days' prior writ-
ten notice to allow you to purchase sufficient additional shares of the
Fund in order to avoid such redemption.
..Redeem your shares in other circumstances determined by the Board of Trust-
ees to be in the best interest of the Trust.
..Pay redemptions by a distribution in-kind of securities (instead of cash).
If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon the disposition of those securities.
Can I Exchange My Investment From One Fund To Another?
You may exchange Institutional Shares of a Fund at NAV for Institutional
Shares of any other Goldman Sachs Fund. The exchange privilege may be mate-
rially modified or withdrawn at any time upon 60 days' written notice to
you.
<TABLE>
<CAPTION>
Instructions For Exchanging Shares:
-------------------------------------------------------------------
<S> <C> <C>
By Writing: .Write a letter of instruction that includes:
.Your name(s) and signature(s)
.Your account number
.The Fund name and Class of Shares
.The dollar amount to be exchanged
.Mail the request to:
Goldman Sachs Funds
4900 Sears Tower--60th Floor
Chicago, IL 60606-6372
-------------------------------------------------------------------
By Telephone: If you have elected the telephone redemption
privilege on your Account Application:
.1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)
-------------------------------------------------------------------
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You should keep in mind the following factors when making or considering an
exchange:
..You should obtain and carefully read the prospectus of the Fund you are
acquiring before making an exchange.
..All exchanges which represent an initial investment in a Fund must satisfy
the minimum initial investment requirements of that Fund, except that this
requirement may be waived at the discretion of the Trust.
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..Telephone exchanges normally will be made only to an identically registered
account.
..Shares may be exchanged among accounts with different names, addresses and
social security or other taxpayer identification numbers only if the
exchange instructions are in writing and are signed by an authorized person
designated on the Account Application.
..Exchanges are available only in states where exchanges may be legally made.
..It may be difficult to make telephone exchanges in times of drastic eco-
nomic or market conditions.
..Goldman Sachs may use reasonable procedures described under "What Do I Need
To Know About Telephone Redemption Requests?" in an effort to prevent unau-
thorized or fraudulent telephone exchange requests.
For federal income tax purposes, an exchange is treated as a redemption of
the shares surrendered in the exchange, on which you may be subject to tax,
followed by a purchase of shares received in the exchange. You should con-
sult your tax adviser concerning the tax consequences of an exchange.
What Types of Reports Will I Be Sent Regarding Investments In Institutional
Shares?
You will receive an annual report containing audited financial statements
and a semiannual report. To eliminate unnecessary duplication, only one copy
of such reports will be sent to shareholders with the same mailing address.
If you would like a duplicate copy to be mailed to you, please contact
Goldman Sachs Funds at 1-800-621-2550. You will also be provided with a
printed confirmation for each transaction in your account and a monthly
account statement. The Funds do not generally provide sub-accounting servic-
es.
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Taxation
TAXABILITY OF DISTRIBUTIONS
Fund distributions are taxable to you as ordinary income (unless your
investment is in an IRA or other tax-advantaged account) to the extent they
are attributable to the Fund's net investment income, certain net realized
foreign exchange gains and net short-term capital gains. They are taxable as
long-term capital gains to the extent they are attributable to the Fund's
excess of net long-term capital gains over net short-term capital losses.
The tax status of any distribution is the same regardless of how long you
have been in the Fund and whether you reinvest in additional shares or take
the distribution as cash. Certain distributions paid by a Fund in January of
a given year may be taxable to shareholders as if received the prior Decem-
ber 31. The tax status and amounts of the distributions for each calendar
year will be detailed in your annual tax statement from the Fund.
A Fund's dividends that are paid to its corporate shareholders and are
attributable to qualifying dividends the Fund receives from U.S. domestic
corporations may be eligible, in the hands of the corporate shareholders,
for the corporate dividends-received deduction, subject to certain holding
period requirements and debt financing limitations.
Each Fund may be subject to foreign withholding or other foreign taxes on
income or gain from certain foreign securities. In general, the Funds may
deduct these taxes in computing their taxable income.
There are certain tax requirements that all Funds must follow in order to
avoid federal taxation. In its efforts to adhere to these requirements, the
Funds may have to limit their investment activity in some types of instru-
ments.
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TAXABILITY OF SALES AND EXCHANGES
Any sale or exchange of Fund shares may generate a tax liability (unless
your investment is in an IRA or other tax-advantaged account). Depending
upon the purchase or sale price of the shares you sell or exchange, you may
have a gain or a loss on the transaction.
You will recognize taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange for shares of another Fund, based on the
difference between your tax basis in the shares and the amount you receive
for them. (To aid in computing your tax basis, you generally should retain
your account statements for the periods that you hold shares.) Generally,
this gain or loss will be long-term or short-term depending on whether your
holding period for shares exceeds 12 months, except that, any loss recog-
nized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.
In addition to federal income taxes, you may be subject to state, local or
foreign taxes on payments received from a Fund or on the value of the shares
held by you. More tax information is provided in the Additional Statement.
You should also consult your own tax adviser for information regarding all
tax consequences applicable to your investments in the Funds.
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Appendix A
Additional Information on Portfolio Risks, Securities and Techniques
A. General Portfolio Risks
The Funds will be subject to the risks associated with equity securities.
"Equity securities" include common stocks, preferred stocks, interests in
real estate investment trusts, convertible debt obligations, convertible
preferred stocks, equity interests in trusts, partnerships, joint ventures,
limited liability companies and similar enterprises, warrants and stock pur-
chase rights. In general, stock values fluctuate in response to the activi-
ties of individual companies and in response to general market and economic
conditions. Accordingly, the value of the stocks that a Fund holds may
decline over short or extended periods. The stock markets tend to be cycli-
cal, with periods when stock prices generally rise and periods when prices
generally decline. The volatility of equity securities means that the value
of your investment in the Funds may increase or decrease. As of the date of
this Prospectus, certain stock markets were trading at or close to record
high levels and there can be no guarantee that such levels will continue.
To the extent that a Fund invests in fixed-income securities, that Fund will
also be subject to the risks associated with its fixed-income securities.
These risks include interest rate risk, credit risk and call/extension risk.
In general, interest rate risk involves the risk that when interest rates
decline, the market value of fixed-income securities tends to increase. Con-
versely, when interest rates increase, the market value of fixed-income
securities tends to decline. Credit risk involves the risk that an issuer
could default on its obligations, and a Fund will not recover its invest-
ment. Call risk and extension risk are normally present in mortgage-backed
securities and asset-backed securities. For example, homeowners have the
option to prepay their mortgages. Therefore, the duration of a security
backed by home mortgages can either shorten (call risk) or lengthen (exten-
sion risk). In general, if interest rates on new mortgage loans fall suffi-
ciently below the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to increase. Conversely, if mortgage
loan interest rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to decrease. In
either case, a change in the prepayment rate can result in losses to invest-
ors.
The Investment Adviser will not consider the portfolio turnover rate a lim-
iting factor in making investment decisions for a Fund. A high rate of port-
folio turnover (100% or more) involves correspondingly greater expenses
which must be
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borne by a Fund and its shareholders. The portfolio turnover rate is calcu-
lated by dividing the lesser of the dollar amount of sales or purchases of
portfolio securities by the average monthly value of a Fund's portfolio
securities, excluding securities having a maturity at the date of purchase
of one year or less. See "Financial Highlights" in Appendix B for a state-
ment of the Funds' historical portfolio turnover rates.
The following sections provide further information on certain types of secu-
rities and investment techniques that may be used by the Funds, including
their associated risks. Additional information is provided in the Additional
Statement, which is available upon request. Among other things, the Addi-
tional Statement describes certain fundamental investment restrictions that
cannot be changed without shareholder approval. You should note, however,
that all investment objectives and policies not specifically designated as
fundamental are non-fundamental and may be changed without shareholder
approval. If there is a change in a Fund's investment objective, you should
consider whether that Fund remains an appropriate investment in light of
your then current financial position and needs.
B. Other Portfolio Risks
Risks of Investing in Small Capitalization Companies and REITs. Investments
in small capitalization companies and REITs involve greater risk and portfo-
lio price volatility than investments in larger capitalization stocks. Among
the reasons for the greater price volatility of these investments are the
less certain growth prospects of smaller firms and the lower degree of
liquidity in the markets for such securities. Small capitalization companies
and REITs may be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period of time. In
addition, these securities are subject to the risk that during certain peri-
ods the liquidity of particular issuers or industries, or all securities in
these investment categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or adverse
investor perceptions whether or not accurate. Because of the lack of suffi-
cient market liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a substantial
drop in price. Small capitalization companies and REITs include "unseasoned"
issuers that do not have an established financial history; often have lim-
ited product lines, markets or financial resources; may depend on or use a
few key personnel for management; and may be susceptible to losses and risks
of bankruptcy. Transaction costs for these investments are often higher than
those of larger capitalization companies. Investments in small capitaliza-
tion companies and REITs may be more difficult to
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APPENDIX A
price precisely than other types of securities because of their characteris-
tics and lower trading volumes.
Risks of Foreign Investments. Foreign investments involve special risks that
are not typically associated with U.S. dollar denominated or quoted securi-
ties of U.S. issuers. Foreign investments may be affected by changes in cur-
rency rates, changes in foreign or U.S. laws or restrictions applicable to
such investments and changes in exchange control regulations (e.g., currency
blockage). A decline in the exchange rate of the currency (i.e., weakening
of the currency against the U.S. dollar) in which a portfolio security is
quoted or denominated relative to the U.S. dollar would reduce the value of
the portfolio security. In addition, if the currency in which a Fund
receives dividends, interest or other payments declines in value against the
U.S. dollar before such income is distributed as dividends to shareholders
or converted to U.S. dollars, the Fund may have to sell portfolio securities
to obtain sufficient cash to pay such dividends.
The introduction of a single currency, the euro, on January 1, 1999 for par-
ticipating nations in the European Economic and Monetary Union presents
unique uncertainties, including the legal treatment of certain outstanding
financial contracts after January 1, 1999 that refer to existing currencies
rather than the euro; the establishment and maintenance of exchange rates
for currencies being converted into the euro; the fluctuation of the euro
relative to non-euro currencies during the transition period from January 1,
1999 to December 31, 2001 and beyond; whether the interest rate, tax and
labor regimes of European countries participating in the euro will converge
over time; and whether the conversion of the currencies of other countries
that now are or may in the future become members of the European Union
("EU"), may have an impact on the euro. These or other factors, including
political and economic risks, could cause market disruptions, and could
adversely affect the value of securities held by the Funds.
Brokerage commissions, custodial services and other costs relating to
investment in international securities markets generally are more expensive
than in the United States. In addition, clearance and settlement procedures
may be different in foreign countries and, in certain markets, such proce-
dures have been unable to keep pace with the volume of securities transac-
tions, thus making it difficult to conduct such transactions.
Foreign issuers are not generally subject to uniform accounting, auditing
and financial reporting standards comparable to those applicable to U.S.
issuers. There may be less publicly available information about a foreign
issuer than about a U.S. issuer. In addition, there is generally less gov-
ernment regulation of foreign markets, companies and securities dealers than
in the United States. Foreign securities markets may have substantially less
volume than U.S. securities markets and secu-
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rities of many foreign issuers are less liquid and more volatile than secu-
rities of comparable domestic issuers. Efforts in foreign countries to reme-
diate potential Year 2000 problems are not as extensive as those in the
United States. As a result, the operations of foreign markets, foreign
issuers and foreign governments may be disrupted by the Year 2000 Problem,
and the investment portfolio of a Fund may be adversely affected. Further-
more, with respect to certain foreign countries, there is a possibility of
nationalization, expropriation or confiscatory taxation, imposition of with-
holding or other taxes on dividend or interest payments (or, in some cases,
capital gains), limitations on the removal of funds or other assets of the
Funds, and political or social instability or diplomatic developments which
could affect investments in those countries.
Concentration of a Fund's assets in one or a few countries and currencies
will subject a Fund to greater risks than if a Fund's assets were not geo-
graphically concentrated.
Investment in sovereign debt obligations by certain Funds involves risks not
present in debt obligations of corporate issuers. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited recourse to compel
payment in the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and in turn a
Fund's NAV, to a greater extent than the volatility inherent in debt obliga-
tions of U.S. issuers.
A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign currency reserves, the avail-
ability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the sov-
ereign debtor's policy toward international lenders, and the political
constraints to which a sovereign debtor may be subject.
Investments in foreign securities may take the form of sponsored and
unsponsored American Depository Receipts ("ADRs") and Global Depository
Receipts ("GDRs"). Certain Funds may also invest in European Depository
Receipts ("EDRs") or other similar instruments representing securities of
foreign issuers. ADRs represent the right to receive securities of foreign
issuers deposited in a domestic bank or a correspondent bank. Prices of ADRs
are quoted in U.S. dollars, and ADRs are traded in the United States. EDRs
and GDRs are receipts evidencing an arrangement with a non-U.S. bank. EDRs
and GDRs are not necessarily quoted in the same currency as the underlying
security.
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APPENDIX A
Risks of Emerging Countries. Certain Funds may invest in securities of
issuers located in emerging countries. The risks of foreign investment are
heightened when the issuer is located in an emerging country. Emerging coun-
tries are generally located in the Asia-Pacific region, Eastern Europe,
Latin and South America and Africa. A Fund's purchase and sale of portfolio
securities in certain emerging countries may be constrained by limitations
as to daily changes in the prices of listed securities, periodic trading or
settlement volume and/or limitations on aggregate holdings of foreign
investors. Such limitations may be computed based on the aggregate trading
volume by or holdings of a Fund, the Investment Adviser, its affiliates and
their respective clients and other service providers. A Fund may not be able
to sell securities in circumstances where price, trading or settlement vol-
ume limitations have been reached.
Foreign investment in the securities markets of certain emerging countries
is restricted or controlled to varying degrees which may limit investment in
such countries or increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval prior to
investments by foreign persons or limit investment by foreign persons to
only a specified percentage of an issuer's outstanding securities or a spe-
cific class of securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by nationals. In
addition, certain countries may restrict or prohibit investment opportuni-
ties in issuers or industries deemed important to national interests. Such
restrictions may affect the market price, liquidity and rights of securities
that may be purchased by a Fund. The repatriation of both investment income
and capital from certain emerging countries is subject to restrictions such
as the need for governmental consents. Due to restrictions on direct invest-
ment in equity securities in certain Asian countries, it is anticipated that
a Fund may invest in such countries through other investment funds in such
countries.
Many emerging countries have experienced currency devaluations and substan-
tial (and, in some cases, extremely high) rates of inflation, which have had
a negative effect on the economies and securities markets of such emerging
countries. Economies in emerging countries generally are dependent heavily
upon commodity prices and international trade and, accordingly, have been
and may continue to be affected adversely by the economies of their trading
partners, trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by
the countries with which they trade.
Many emerging countries are subject to a substantial degree of economic,
political and social instability. Governments of some emerging countries are
authoritarian
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in nature or have been installed or removed as a result of military coups,
while governments in other emerging countries have periodically used force
to suppress civil dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection, among other
factors, have also led to social unrest, violence and/or labor unrest in
some emerging countries. Unanticipated political or social developments may
result in sudden and significant investment losses. Investing in emerging
countries involves greater risk of loss due to expropriation, nationaliza-
tion, confiscation of assets and property or the imposition of restrictions
on foreign investments and on repatriation of capital invested.
A Fund's investment in emerging countries may also be subject to withholding
or other taxes, which may be significant and may reduce the return from an
investment in such country to the Fund.
Settlement procedures in emerging countries are frequently less developed
and reliable than those in the United States and often may involve a Fund's
delivery of securities before receipt of payment for their sale. In addi-
tion, significant delays are common in certain markets in registering the
transfer of securities. Settlement or registration problems may make it more
difficult for a Fund to value its portfolio securities and could cause the
Fund to miss attractive investment opportunities, to have a portion of its
assets uninvested or to incur losses due to the failure of a counterparty to
pay for securities the Fund has delivered or the Fund's inability to com-
plete its contractual obligations. The creditworthiness of the local securi-
ties firms used by the Fund in emerging countries may not be as sound as the
creditworthiness of firms used in more developed countries. As a result, the
Fund may be subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
The small size and inexperience of the securities markets in certain emerg-
ing countries and the limited volume of trading in securities in those coun-
tries may make a Fund's investments in such countries less liquid and more
volatile than investments in countries with more developed securities mar-
kets (such as the United States, Japan and most Western European countries).
A Fund's investments in emerging countries are subject to the risk that the
liquidity of a particular investment, or investments generally, in such
countries will shrink or disappear suddenly and without warning as a result
of adverse economic, market or political conditions or adverse investor per-
ceptions, whether or not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required to effect
sales at a disadvantageous time and only then at a substantial drop in
price. Investments in emerging countries may be more difficult to price pre-
cisely because of the characteristics discussed above and lower trading vol-
umes.
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APPENDIX A
A Fund's use of foreign currency management techniques in emerging countries
may be limited. Due to the limited market for these instruments in emerging
countries, the Investment Adviser does not currently anticipate that a sig-
nificant portion of the Funds' currency exposure in emerging countries, if
any, will be covered by such instruments.
Risks of Derivative Investments. A Fund's transactions, if any, in options,
futures, options on futures, swaps, interest rate caps, floors and collars,
structured securities and currency transactions involve additional risk of
loss. Loss can result from a lack of correlation between changes in the
value of derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative instruments,
or the risks arising from margin requirements and related leverage factors
associated with such transactions. The use of these management techniques
also involves the risk of loss if the Investment Adviser is incorrect in its
expectation of fluctuations in securities prices, interest rates or currency
prices. Each Fund may also invest in derivative investments for non-hedging
purposes (that is, to seek to increase total return). Investing for non-
hedging purposes is considered a speculative practice and presents even
greater risk of loss.
Risks of Illiquid Securities. Each Fund may invest up to 15% of its net
assets in illiquid securities which cannot be disposed of in seven days in
the ordinary course of business at fair value. Illiquid securities include:
..Both domestic and foreign securities that are not readily marketable
..Certain stripped mortgage-backed securities
..Repurchase agreements and time deposits with a notice or demand period of
more than seven days
..Certain over-the-counter options
..Certain restricted securities, unless it is determined, based upon a review
of the trading markets for a specific restricted security, that such
restricted security is eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 ("144A Securities") and, therefore, is liquid
Investing in 144A Securities may decrease the liquidity of a Fund's portfo-
lio to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The purchase price
and subsequent valuation of restricted and illiquid securities normally
reflect a discount, which may be significant, from the market price of com-
parable securities for which a liquid market exists.
Credit Risks. Debt securities purchased by the Funds may include securities
(including zero coupon bonds) issued by the U.S. government (and its agen-
cies, instrumentalities and sponsored enterprises), foreign governments,
domestic and
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foreign corporations, banks and other issuers. Further information is pro-
vided in the Additional Statement.
Debt securities rated BBB or higher by Standard & Poor's or Baa or higher by
Moody's are considered "investment grade." Securities rated BBB or Baa are
considered medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken their
issuers' capacity to pay interest and repay principal. A security will be
deemed to have met a rating requirement if it receives the minimum required
rating from at least one such rating organization even though it has been
rated below the minimum rating by one or more other rating organizations, or
if unrated by such rating organizations, determined by the Investment
Adviser to be of comparable credit quality.
Certain Funds may invest in fixed-income securities rated BB or Ba or below
(or comparable unrated securities) which are commonly referred to as "junk
bonds." Junk bonds are considered predominantly speculative and may be ques-
tionable as to principal and interest payments.
In some cases, junk bonds may be highly speculative, have poor prospects for
reaching investment grade standing and be in default. As a result, invest-
ment in such bonds will present greater speculative risks than those associ-
ated with investment in investment grade bonds. Also, to the extent that the
rating assigned to a security in a Fund's portfolio is downgraded by a rat-
ing organization, the market price and liquidity of such security may be
adversely affected.
Temporary Investment Risks. Each Fund may, for temporary defensive purposes,
invest a certain percentage of its total assets in:
..U.S. government securities
..Commercial paper rated at least A-2 by Standard & Poor's or P-2 by Moody's
..Certificates of deposit
..Bankers' acceptances
..Repurchase agreements
..Non-convertible preferred stocks and non-convertible corporate bonds with a
remaining maturity of less than one year
When a Fund's assets are invested in such instruments, the Fund may not be
achieving its investment objective.
C. Portfolio Securities and Techniques
This section provides further information on certain types of securities and
investment techniques that may be used by the Funds, including their associ-
ated risks.
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APPENDIX A
Further information is provided in the Additional Statement, which is avail-
able upon request.
Convertible Securities. Each Fund may invest in convertible securities. Con-
vertible securities are preferred stock or debt obligations that are con-
vertible into common stock. Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar qual-
ity. Convertible securities in which a Fund invests are subject to the same
rating criteria as its other investments in fixed-income securities. Con-
vertible securities have both equity and fixed-income risk characteristics.
Like all fixed-income securities, the value of convertible securities is
susceptible to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline. However, when the market price of the common stock underlying
a convertible security exceeds the conversion price of the convertible secu-
rity, the convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security, like a fixed-income security, tends to
trade increasingly on a yield basis, and thus may not decline in price to
the same extent as the underlying common stock.
Foreign Currency Transactions. A Fund may, to the extent consistent with its
investment policies, purchase or sell foreign currencies on a cash basis or
through forward contracts. A forward contract involves an obligation to pur-
chase or sell a specific currency at a future date at a price set at the
time of the contract. A Fund may engage in foreign currency transactions for
hedging purposes and to seek to protect against anticipated changes in
future foreign currency exchange rates. In addition, certain Funds may also
enter into such transactions to seek to increase total return, which is con-
sidered a speculative practice.
Some Funds may also engage in cross-hedging by using forward contracts in a
currency different from that in which the hedged security is denominated or
quoted if the Investment Adviser determines that there is a pattern of cor-
relation between the two currencies. A Fund may hold foreign currency
received in connection with investments in foreign securities when, in the
judgment of the Investment Adviser, it would be beneficial to convert such
currency into U.S. dollars at a later date (e.g., the Investment Adviser may
anticipate the foreign currency to appreciate against the U.S. dollar).
Currency exchange rates may fluctuate significantly over short periods of
time, causing, along with other factors, a Fund's NAV to fluctuate (when the
Fund's NAV fluctuates, the value of your shares may go up or down). Currency
exchange rates also can be affected unpredictably by the intervention of
U.S. or foreign
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<PAGE>
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad.
The market in forward foreign currency exchange contracts, currency swaps
and other privately negotiated currency instruments offers less protection
against defaults by the other party to such instruments than is available
for currency instruments traded on an exchange. Such contracts are subject
to the risk that the counterparty to the contract will default on its obli-
gations. Since these contracts are not guaranteed by an exchange or clear-
inghouse, a default on a contract would deprive a Fund of unrealized prof-
its, transaction costs or the benefits of a currency hedge or could force
the Fund to cover its purchase or sale commitments, if any, at the current
market price.
Structured Securities. Each Fund may invest in structured securities. Struc-
tured securities are securities whose value is determined by reference to
changes in the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the "Reference") or the relative
change in two or more References. The interest rate or the principal amount
payable upon maturity or redemption may be increased or decreased depending
upon changes in the applicable Reference. Structured securities may be posi-
tively or negatively indexed, so that appreciation of the Reference may pro-
duce an increase or decrease in the interest rate or value of the security
at maturity. In addition, changes in the interest rates or the value of the
security at maturity may be a multiple of changes in the value of the Refer-
ence. Consequently, structured securities may present a greater degree of
market risk than other types of fixed-income securities and may be more vol-
atile, less liquid and more difficult to price accurately than less complex
securities.
REITs. Each Fund may invest in REITS. REITS are pooled investment vehicles
that invest primarily in either real estate or real estate related loans.
The value of a REIT is affected by changes in the value of the properties
owned by the REIT or securing mortgage loans held by the REIT. REITs are
dependent upon the ability of the REITs' managers, and are subject to heavy
cash flow dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable income tax
treatment. REITs are also subject to risks generally associated with invest-
ments in real estate including possible declines in the value of real
estate, general and local economic conditions, environmental problems and
changes in interest rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain other respects,
these risks may be heightened. A Fund will indirectly bear its proportionate
share of any expenses, including management fees, paid by a REIT in which it
invests.
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APPENDIX A
Options on Securities, Securities Indices and Foreign Currencies. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) of the option the obligation to buy, the underlying instrument dur-
ing the option period. A call option gives the purchaser of the option the
right to buy, and the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each Fund may write
(sell) covered call and put options and purchase put and call options on any
securities in which they may invest or on any securities index comprised of
securities in which they may invest. A Fund may also, to the extent that it
invests in foreign securities, purchase and sell (write) put and call
options on foreign currencies.
The writing and purchase of options is a highly specialized activity which
involves special investment risks. Options may be used for either hedging or
cross-hedging purposes, or to seek to increase total return (which is con-
sidered a speculative activity). The successful use of options depends in
part on the ability of the Investment Adviser to manage future price fluctu-
ations and the degree of correlation between the options and securities (or
currency) markets. If the Investment Adviser is incorrect in its expectation
of changes in market prices or determination of the correlation between the
instruments or indices on which options are written and purchased and the
instruments in a Fund's investment portfolio, the Fund may incur losses that
it would not otherwise incur. The use of options can also increase a Fund's
transaction costs. Options written or purchased by the Funds may be traded
on either U.S. or foreign exchanges or over-the-counter. Foreign and over-
the-counter options will present greater possibility of loss because of
their greater illiquidity and credit risks.
Futures Contracts and Options on Futures Contracts. Futures contracts are
standardized, exchange-traded contracts that provide for the sale or pur-
chase of a specified financial instrument or currency at a future time at a
specified price. An option on a futures contract gives the purchaser the
right (and the writer of the option the obligation) to assume a position in
a futures contract at a specified exercise price within a specified period
of time. A futures contract may be based on various securities (such as U.S.
government securities), foreign currencies, securities indices and other
financial instruments and indices. The Funds may engage in futures transac-
tions on both U.S. and foreign exchanges.
Each Fund may purchase and sell futures contracts, and purchase and write
call and put options on futures contracts, in order to seek to increase
total return or to hedge against changes in interest rates, securities
prices or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage their term structures, sector selec-
tion and durations in accordance with their investment objectives and poli-
cies. Each Fund may also enter into closing purchase and sale
D-13
<PAGE>
transactions with respect to such contracts and options. A Fund will engage
in futures and related options transactions for bona fide hedging purposes
as defined in regulations of the Commodity Futures Trading Commission or to
seek to increase total return to the extent permitted by such regulations. A
Fund may not purchase or sell futures contracts or purchase or sell related
options to seek to increase total return, except for closing purchase or
sale transactions, if immediately thereafter the sum of the amount of ini-
tial margin deposits and premiums paid on the Fund's outstanding positions
in futures and related options entered into for the purpose of seeking to
increase total return would exceed 5% of the market value of the Fund's net
assets.
Futures contracts and related options present the following risks:
..While a Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency
exchange rates may result in poorer overall performance than if the Fund
had not entered into any futures contracts or options transactions.
..Because perfect correlation between a futures position and portfolio posi-
tion that is intended to be protected is impossible to achieve, the desired
protection may not be obtained and a Fund may be exposed to additional risk
of loss.
..The loss incurred by a Fund in entering into futures contracts and in writ-
ing call options on futures is potentially unlimited and may exceed the
amount of the premium received.
..Futures markets are highly volatile and the use of futures may increase the
volatility of a Fund's NAV.
..As a result of the low margin deposits normally required in futures trad-
ing, a relatively small price movement in a futures contract may result in
substantial losses to a Fund.
..Futures contracts and options on futures may be illiquid, and exchanges may
limit fluctuations in futures contract prices during a single day.
..Foreign exchanges may not provide the same protection as U.S. exchanges.
Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the
parties to a swap agreement to exchange the dividend income or other compo-
nents of return on an equity investment (for example, a group of equity
securities or an index) for a component of return on another non-equity or
equity investment.
An equity swap may be used by a Fund to invest in a market without owning or
taking physical custody of securities in circumstances in which direct
investment may be restricted for legal reasons or is otherwise impractical.
Equity swaps are derivatives and their value can be very volatile. To the
extent that the Investment Adviser does not accurately analyze and predict
the potential relative fluctuation of the components swapped with another
party, a Fund may suffer a loss. The
D-14
<PAGE>
APPENDIX A
value of some components of an equity swap (such as the dividends on a com-
mon stock) may also be sensitive to changes in interest rates. Furthermore,
a Fund may suffer a loss if the counterparty defaults.
When-Issued Securities and Forward Commitments. Each Fund may purchase when-
issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. When-issued
securities are securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of entering
into the transaction. A forward commitment involves the entering into a con-
tract to purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased
declines before the settlement date. Conversely, the sale of securities on a
forward commitment basis involves the risk that the value of the securities
sold may increase before the settlement date. Although a Fund will generally
purchase securities on a when-issued or forward commitment basis with the
intention of acquiring securities for its portfolio, a Fund may dispose of
when-issued securities or forward commitments prior to settlement if the
Investment Adviser deems it appropriate.
Repurchase Agreements. Repurchase agreements involve the purchase of securi-
ties subject to the seller's agreement to repurchase them at a mutually
agreed upon date and price. Each Fund may enter into repurchase agreements
with primary dealers in U.S. government securities and member banks of the
Federal Reserve System which furnish collateral at least equal in value or
market price to the amount of their repurchase obligation.
If the other party or "seller" defaults, a Fund might suffer a loss to the
extent that the proceeds from the sale of the underlying securities and
other collateral held by the Fund are less than the repurchase price and the
Fund's costs associated with delay and enforcement of the repurchase agree-
ment. In addition, in the event of bankruptcy of the seller, a Fund could
suffer additional losses if a court determines that the Fund's interest in
the collateral is not enforceable.
In evaluating whether to enter into a repurchase agreement, the Investment
Adviser will carefully consider the creditworthiness of the seller. Certain
Funds, together with other registered investment companies having advisory
agreements with the Investment Adviser or any of its affiliates, may trans-
fer uninvested cash balances into a single joint account, the daily aggre-
gate balance of which will be invested in one or more repurchase agreements.
D-15
<PAGE>
Lending of Portfolio Securities. Each Fund may engage in securities lending.
Securities lending involves the lending of securities owned by a Fund to
financial institutions such as certain broker-dealers. The borrowers are
required to secure their loan continuously with cash, cash equivalents, U.S.
government securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may be invested
in cash equivalents. If the Investment Adviser determines to make securities
loans, the value of the securities loaned may not exceed 33 1/3% of the
value of the total assets of a Fund (including the loan collateral).
A Fund may lend its securities to increase its income. A Fund may, however,
experience delay in the recovery of its securities if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement
with the Fund.
Short Sales Against-the-Box. Certain Funds may make short sales against-the-
box. A short sale against-the-box means that at all times when a short posi-
tion is open the Fund will own an equal amount of securities sold short, or
securities convertible into or exchangeable for, without payment of any fur-
ther consideration, an equal amount of the securities of the same issuer as
the securities sold short.
Preferred Stock, Warrants and Rights. Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that represent
an ownership interest providing the holder with claims on the issuer's earn-
ings and assets before common stock owners but after bond owners. Unlike
debt securities, the obligations of an issuer of preferred stock, including
dividend and other payment obligations, may not typically be accelerated by
the holders of such preferred stock on the occurrence of an event of default
or other non-compliance by the issuer of the preferred stock.
Warrants and other rights are options to buy a stated number of shares of
common stock at a specified price at any time during the life of the war-
rant. The holders of warrants and rights have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.
Other Investment Companies. Each Fund may invest in securities of other
investment companies (including SPDRs and WEBs, as defined below) subject to
statutory limitations prescribed by the Act. These limitations include a
prohibition on any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more than 5% of a
Fund's total assets in securities of any one investment company or more than
10% of its total assets in securities of all investment companies. A Fund
will indirectly bear its proportionate share of any management fees and
other expenses paid by such other invest-
D-16
<PAGE>
APPENDIX A
ment companies. Such other investment companies will have investment objec-
tives, policies and restrictions substantially similar to those of the
acquiring Fund and will be subject to substantially the same risks.
..Standard & Poor's Depository Receipts. The Funds may, consistent with their
investment policies, purchase Standard & Poor's Depository Receipts
("SPDRs"). SPDRs are securities traded on the American Stock Exchange
("AMEX") that represent ownership in the SPDR Trust, a trust which has been
established to accumulate and hold a portfolio of common stocks that is
intended to track the price performance and dividend yield of the S&P 500.
The SPDR Trust is sponsored by a subsidiary of the AMEX. SPDRs may be used
for several reasons, including, but not limited to, facilitating the han-
dling of cash flows or trading, or reducing transaction costs. The price
movement of SPDRs may not perfectly parallel the price action of the S&P
500.
..World Equity Benchmark Shares. World Equity Benchmark Shares ("WEBS") are
shares of an investment company that invests substantially all of its
assets in securities included in the MSCI indices for specified countries.
WEBS are listed on the AMEX and were initially offered to the public in
1996. The market prices of WEBS are expected to fluctuate in accordance
with both changes in the NAVs of their underlying indices and supply and
demand of WEBS on the AMEX. To date, WEBS have traded at relatively modest
discounts and premiums to their NAVs. However, WEBS have a limited operat-
ing history and information is lacking regarding the actual performance and
trading liquidity of WEBS for extended periods or over complete market
cycles. In addition, there is no assurance that the requirements of the
AMEX necessary to maintain the listing of WEBS will continue to be met or
will remain unchanged. In the event substantial market or other disruptions
affecting WEBS should occur in the future, the liquidity and value of a
Fund's shares could also be substantially and adversely affected. If such
disruptions were to occur, a Fund could be required to reconsider the use
of WEBS as part of its investment strategy.
Unseasoned Companies. Each Fund may invest in companies (including predeces-
sors) which have operated less than three years, except that this limitation
does not apply to debt securities which have been rated investment grade or
better by at least one NRSRO. The securities of such companies may have lim-
ited liquidity, which can result in their being priced higher or lower than
might otherwise be the case. In addition, investments in unseasoned compa-
nies are more speculative and entail greater risk than do investments in
companies with an established operating record.
D-17
<PAGE>
Corporate Debt Obligations. Corporate debt obligations include bonds, notes,
debentures and other obligations of corporations to pay interest and repay
principal, and include securities issued by banks and other financial insti-
tutions. Each Fund may invest in corporate debt obligations issued by U.S.
and certain non-U.S. issuers which issue securities denominated in the U.S.
dollar (including Yankee and Euro obligations). In addition to obligations
of corporations, corporate debt obligations include securities issued by
banks and other financial institutions and supranational entities (i.e., the
World Bank, the International Monetary Fund, etc.).
Bank Obligations. Each Fund may invest in obligations issued or guaranteed
by U.S. or foreign banks. Bank obligations, including without limitations,
time deposits, bankers' acceptances and certificates of deposit, may be gen-
eral obligations of the parent bank or may be limited to the issuing branch
by the terms of the specific obligations or by government regulations. Banks
are subject to extensive but different governmental regulations which may
limit both the amount and types of loans which may be made and interest
rates which may be charged. In addition, the profitability of the banking
industry is largely dependent upon the availability and cost of funds for
the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important
part in the operation of this industry.
U.S. Government Securities and Related Custodial Receipts. Each Fund may
invest in U.S. government securities and related custodial receipts. U.S.
government securities include U.S. Treasury obligations and obligations
issued or guaranteed by U.S. government agencies, instrumentalities or spon-
sored enterprises. U.S. government securities may be supported by (a) the
full faith and credit of the U.S. Treasury (such as the Government National
Mortgage Association ("Ginnie Mae")); (b) the right of the issuer to borrow
from the U.S. Treasury (such as securities of the Student Loan Marketing
Association); (c) the discretionary authority of the U.S. government to pur-
chase certain obligations of the issuer (such as the Federal National Mort-
gage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation
("Freddie Mac")); or (d) only the credit of the issuer. U.S. government
securities also include Treasury receipts, zero coupon bonds and other
stripped U.S. government securities, where the interest and principal compo-
nents of stripped U.S. government securities are traded independently.
Interests in U.S. government securities may be purchased in the form of cus-
todial receipts that evidence ownership of future interest payments, princi-
pal payments or both on certain notes or bonds issued or guaranteed as to
principal and interest by the U.S. government, its agencies, instrumentali-
ties, political subdivisions or
D-18
<PAGE>
APPENDIX A
authorities. For certain securities law purposes, custodial receipts are not
considered obligations of the U.S. government.
Mortgage-Backed Securities. Certain Funds may invest in mortgage-backed
securities. Mortgage-backed securities represent direct or indirect partici-
pations in, or are collateralized by and payable from, mortgage loans
secured by real property. Mortgage-backed securities can be backed by either
fixed rate mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity. Privately issued
mortgage-backed securities are normally structured with one or more types of
"credit enhancement." However, these mortgage-backed securities typically do
not have the same credit standing as U.S. government guaranteed mortgage-
backed securities.
Mortgage-backed securities may include multiple class securities, including
collateralized mortgage obligations ("CMOs") and Real Estate Mortgage
Investment Conduit ("REMIC") pass-through or participation certificates.
CMOs provide an investor with a specified interest in the cash flow from a
pool of underlying mortgages or of other mortgage-backed securities. CMOs
are issued in multiple classes. In most cases, payments of principal are
applied to the CMO classes in the order of their respective stated maturi-
ties, so that no principal payments will be made on a CMO class until all
other classes having an earlier stated maturity date are paid in full. A
REMIC is a CMO that qualifies for special tax treatment and invests in cer-
tain mortgages principally secured by interests in real property and other
permitted investments.
Mortgaged-backed securities also include stripped mortgage-backed securities
("SMBS"), which are derivative multiple class mortgage-backed securities.
SMBS are usually structured with two different classes: one that receives
100% of the interest payments and the other that receives 100% of the prin-
cipal payments from a pool of mortgage loans. The market value of SMBS con-
sisting entirely of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that receive all
or most of the interest from mortgage loans are generally higher than pre-
vailing market yields on other mortgage-backed securities because their cash
flow patterns are more volatile and there is a greater risk that the initial
investment will not be fully recouped.
Asset-Backed Securities. Certain Funds may invest in asset-backed securi-
ties. Asset-backed securities are securities whose principal and interest
payments are collateralized by pools of assets such as auto loans, credit
card receivables, leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the pass-through of pre-
payments of principal on the underlying loans. During periods of declining
interest rates, prepayment of loans underlying asset-
D-19
<PAGE>
backed securities can be expected to accelerate. Accordingly, a Fund's abil-
ity to maintain positions in such securities will be affected by reductions
in the principal amount of such securities resulting from prepayments, and
its ability to reinvest the returns of principal at comparable yields is
subject to generally prevailing interest rates at that time. Asset-backed
securities present credit risks that are not presented by mortgage-backed
securities. This is because asset-backed securities generally do not have
the benefit of a security interest in collateral that is comparable to mort-
gage assets. There is the possibility that, in some cases, recoveries on
repossessed collateral may not be available to support payments on these
securities. In the event of a default, a Fund may suffer a loss if it cannot
sell collateral quickly and receive the amount it is owed.
Borrowings. Each Fund can borrow money from banks and other financial insti-
tutions in amounts not exceeding one-third of their total assets for tempo-
rary or emergency purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
D-20
<PAGE>
Appendix A
Mortgage Dollar Rolls. Certain Funds may enter into mortgage dollar rolls. A
mortgage dollar roll involves the sale by a Fund of securities for delivery
in the current month. The Fund simultaneously contracts with the same
counterparty to repurchase substantially similar (same type, coupon and
maturity) but not identical securities on a specified future date. During
the roll period, the Fund loses the right to receive principal and interest
paid on the securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the securities sold and (b)
the lower forward price for the future purchase and/or fee income plus the
interest earned on the cash proceeds of the securities sold. Unless the ben-
efits of a mortgage dollar roll exceed the income, capital appreciation and
gain or loss due to mortgage prepayments that would have been realized on
the securities sold as part of the roll, the use of this technique will
diminish the Fund's performance.
Successful use of mortgage dollar rolls depends upon the Investment Advis-
er's ability to predict correctly interest rates and mortgage prepayments.
If the Investment Adviser is incorrect in its prediction, a Fund may experi-
ence a loss. For financial reporting and tax purposes, the Funds treat mort-
gage dollar rolls as two separate transactions: one involving the purchase
of a security and a separate transaction involving a sale. The Funds do not
currently intend to enter into mortgage dollar rolls that are accounted for
as a financing and do not treat them as borrowings.
Yield Curve Options. Certain Funds may enter into options on the yield
"spread" or differential between two securities. Such transactions are
referred to as "yield curve" options. In contrast to other types of options,
a yield curve option is based on the difference between the yields of desig-
nated securities, rather than the prices of the individual securities, and
is settled through cash payments. Accordingly, a yield curve option is prof-
itable to the holder if this differential widens (in the case of a call) or
narrows (in the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
The trading of yield curve options is subject to all of the risks associated
with the trading of other types of options. In addition, such options pres-
ent a risk of loss even if the yield of one of the underlying securities
remains constant, or if the spread moves in a direction or to an extent
which was not anticipated.
Reverse Repurchase Agreements. Certain Funds may enter into reverse repur-
chase agreements. Reverse repurchase agreements involve the sale of securi-
ties
E-1
<PAGE>
held by a Fund subject to the Fund's agreement to repurchase them at a mutu-
ally agreed upon date and price (including interest). These transactions may
be entered into as a temporary measure for emergency purposes or to meet
redemption requests. Reverse repurchase agreements may also be entered into
when the Investment Adviser expects that the interest income to be earned
from the investment of the transaction proceeds will be greater than the
related interest expense. Reverse repurchase agreements involve leveraging.
If the securities held by a Fund decline in value while these transactions
are outstanding, the NAV of the Fund's outstanding shares will decline in
value by proportionately more than the decline in value of the securities.
In addition, reverse repurchase agreements involve the risk that the inter-
est income earned by a Fund (from the investment of the proceeds) will be
less than the interest expense of the transaction, that the market value of
the securities sold by a Fund will decline below the price the Fund is obli-
gated to pay to repurchase the securities, and that the securities may not
be returned to the Fund.
Municipal Securities. Certain Funds may invest in securities and instruments
issued by state and local government issuers. Municipal securities in which
a Fund may invest consist of bonds, notes, commercial paper and other
instruments (including participating interest in such securities) issued by
or on behalf of states, territories and possessions of the United States
(including the District of Columbia) and their political subdivisions, agen-
cies or instrumentalities. Such securities may pay fixed, variable or float-
ing rates of interest. Municipal securities are often issued to obtain funds
for various public purposes, including the construction of a wide range of
public facilities such as bridges, highways, housing, hospitals, mass trans-
portation, schools, streets and water and sewer works. Other public purposes
for which municipal securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses, and obtaining
funds to lend to other public institutions and facilities. Municipal securi-
ties in which a Fund may invest include private activity bonds, municipal
leases, certificates of participation, pre-funded municipal securities and
auction rate securities.
Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps and Inter-
est Rate Caps, Floors and Collars. Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or
receive interest, such as an exchange of fixed-rate payments for floating
rate payments. Mortgage swaps are similar to interest rate swaps in that
they represent commitments to pay and receive interest. The notional princi-
pal amount, however, is tied to a reference pool or pools of mortgages.
Credit swaps involve the receipt of floating or fixed rate payments in
exchange for assuming potential credit losses of an underlying security.
Credit swaps give one party to a transaction the right to dispose of or
acquire an asset (or group of assets), or the right to receive or make a
payment
E-2
<PAGE>
APPENDIX A
from the other party, upon the occurrence of specified credit events. Cur-
rency swaps involve the exchange of the parties' respective rights to make
or receive payments in specified currencies. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index
exceeds a predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent
that a specified index falls below a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling
the interest rate floor. An interest rate collar is the combination of a cap
and a floor that preserves a certain return within a predetermined range of
interest rates.
Certain Funds may enter into swap transactions for hedging purposes or to
seek to increase total return. The use of interest rate, mortgage, credit
and currency swaps, as well as interest rate caps, floors and collars, is a
highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transac-
tions. If the Investment Adviser is incorrect in its forecasts of market
value, interest rates and currency exchange rates, the investment perfor-
mance of a Fund would be less favorable than it would have been if these
investment techniques were not used.
Loan Participations. Certain Funds may invest in loan participations. A loan
participation is an interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial intermediary. A Fund
may only invest in loans to issuers in whose obligations it may otherwise
invest. Loan participation interests may take the form of a direct or co-
lending relationship with the corporate borrower, an assignment of an inter-
est in the loan by a co-lender or another participant, or a participation in
the seller's share of the loan. When a Fund acts as co-lender in connection
with a participation interest or when it acquires certain participation
interests, the Fund will have direct recourse against the borrower if the
borrower fails to pay scheduled principal and interest. In cases where the
Fund lacks direct recourse, it will look to the agent bank to enforce appro-
priate credit remedies against the borrower. In these cases, the Fund may be
subject to delays, expenses and risks that are greater than those that would
have been involved if the Fund had purchased a direct obligation (such as
commercial paper) of such borrower. Moreover, under the terms of the loan
participation, the Fund may be regarded as a creditor of the agent bank
(rather than of the underlying corporate borrower), so that the Fund may
also be subject to the risk that the agent bank may become insolvent.
Inverse Floaters. Certain Funds may invest in inverse floating rate debt
securities ("inverse floaters"). The interest rate on inverse floaters
resets in the opposite
E-3
<PAGE>
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of
the change in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market value.
E-4
<PAGE>
Appendix B
Financial Highlights
The financial highlights tables are intended to help you understand a Fund's
financial performance for the past five years (or less if the Fund has not
been in operation for less than five years). Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an invest-
ment in a Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by Arthur Andersen LLP, whose report,
along with a Fund's financial statements, is included in the Fund's annual
report (available upon request). No financial highlights are included for
the Large Cap Value Fund because it had no operating history prior to the
date of this prospectus.
BALANCED FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
---------------------------
Net realized
and unrealized
gain (loss) on
investment,
Net asset futures and
value, Net foreign currency
beginning investment related
of period income transactions
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January 31,
1999 - Class A Shares $20.29 $0.58 $0.20
1999 - Class B Shares 20.20 0.41 0.21
1999 - Class C Shares 20.17 0.41 0.21
1999 - Institutional Shares 20.29 0.64 0.20
1999 - Service Shares 20.28 0.53 0.21
- -------------------------------------------------------------------------------
1998 - Class A Shares 18.78 0.57 2.66
1998 - Class B Shares 18.73 0.50 2.57
1998 - Class C Shares (commenced August
15, 1997) 21.10 0.25 0.24
1998 - Institutional Shares (commenced
August 15, 1997) 21.18 0.26 0.32
1998 - Service Shares (commenced August
15, 1997) 21.18 0.22 0.32
- -------------------------------------------------------------------------------
1997 - Class A Shares 17.31 0.66 2.47
1997 - Class B Shares (commenced May 1,
1996) 17.46 0.42 2.34
- -------------------------------------------------------------------------------
1996 - Class A Shares 14.22 0.51 3.43
- -------------------------------------------------------------------------------
For The Period Ended January 31,
1995 - Class A Shares (commenced October
12, 1994) 14.18 0.10 0.02
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
F-1
<PAGE>
BALANCED FUND (continued)
<TABLE>
<CAPTION>
Distributions to shareholders
---------------------------------------
From net
realized gain
on investment,
In excess futures and Net increase
From net of net foreign currency (decrease)
investment investment related in net asset
income income transactions value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For The Years Ended
January 31,
1999 - Class A Shares $(0.59) $ -- $ -- $ 0.19
1999 - Class B Shares (0.45) -- -- 0.17
1999 - Class C Shares (0.45) -- -- 0.17
1999 - Institutional
Shares (0.65) -- -- 0.19
1999 - Service Shares (0.55) -- -- 0.19
- -------------------------------------------------------------------------------
1998 - Class A Shares (0.56) -- (1.16) 1.51
1998 - Class B Shares (0.42) (0.02) (1.16) 1.47
1998 - Class C Shares
(commenced August 15,
1997) (0.22) (0.04) (1.16) (0.93)
1998 - Institutional
Shares (commenced August
15, 1997) (0.23) (0.08) (1.16) (0.89)
1998 - Service Shares
(commenced August 15,
1997) (0.22) (0.06) (1.16) (0.90)
- -------------------------------------------------------------------------------
1997 - Class A Shares (0.66) -- (1.00) 1.47
1997 - Class B Shares
(commenced May 1, 1996) (0.42) (0.07) (1.00) 1.27
- -------------------------------------------------------------------------------
1996 - Class A Shares (0.50) -- (0.35) 3.09
- -------------------------------------------------------------------------------
For The Period Ended
January 31,
1995 - Class A Shares
(commenced October 12,
1994) (0.08) -- -- 0.04
- -------------------------------------------------------------------------------
</TABLE>
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Includes the effect of mortgage dollar roll transactions.
F-2
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Ratios assuming
no voluntary waiver
of fees or expense limitations
------------------------------------
Net
assets
at end Ratio of Ratio of
of Ratio of net investment Ratio of net investment
Net asset period net expenses income to expenses to income (loss) Portfolio
value, end Total (in to average average net average to average net turnover
of period return/a/ 000s) net assets assets net assets assets rate/e/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$20.48 3.94% $192,453 1.04% 2.90% 1.45% 2.49% 175.06%
20.37 3.15 43,926 1.80 2.16 2.02 1.94 175.06
20.34 3.14 14,286 1.80 2.17 2.02 1.95 175.06
20.48 4.25 8,010 0.73 3.22 0.95 3.00 175.06
20.47 3.80 490 1.23 2.77 1.45 2.55 175.06
- -----------------------------------------------------------------------------------------------------------
20.29 17.54 163,636 1.00 2.94 1.57 2.37 190.43
20.20 16.71 23,639 1.76 2.14 2.07 1.83 190.43
20.17 2.49c 8,850 1.77b 2.13b 2.08b 1.82b 190.43
20.29 2.93c 8,367 0.76b 3.13b 1.07b 2.82b 190.43
20.28 2.66c 16 1.26b 2.58b 1.57b 2.27b 190.43
- -----------------------------------------------------------------------------------------------------------
18.78 18.59 81,410 1.00 3.76 1.77 2.99 208.11
18.73 16.22c 2,110 1.75b 2.59b 2.27b 2.07b 208.11
- -----------------------------------------------------------------------------------------------------------
17.31 28.10 50,928 1.00 3.65 1.90 2.75 197.10
- -----------------------------------------------------------------------------------------------------------
14.22 0.87c 7,510 1.00b 3.39b 8.29b (3.90)b 14.71
- -----------------------------------------------------------------------------------------------------------
</TABLE>
F-3
<PAGE>
GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/ Distributions to shareholders
---------------------------- ------------------------------------
Net realized
and unrealized From net
gain (loss) on realized gain
Net asset investment, In excess on investment,
value, Net options From net of net options and
beginning investment and futures investment investment futures
of period income (loss) transactions income income transactions
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For The Years Ended
January 31,
1999 - Class A Shares $25.93 $ 0.20 $(1.60) $(0.19) $(0.01) $ --
1999 - Class B Shares 25.73 0.02 (1.58) (0.04) -- --
1999 - Class C Shares 25.70 0.02 (1.59) (0.05) -- --
1999 - Institutional
Shares 25.95 0.29 (1.58) (0.30) (0.01) --
1999 - Service Shares 25.92 0.17 (1.58) (0.17) (0.01) --
- -----------------------------------------------------------------------------------------------------
1998 - Class A Shares 23.18 0.11 5.27 (0.11) -- (2.52)
1998 - Class B Shares 23.10 0.04 5.14 -- (0.03) (2.52)
1998 - Class C Shares
(commenced August 15,
1997) 28.20 (0.01) 0.06 -- (0.03) (2.52)
1998 - Institutional
Shares 23.19 0.27 5.23 (0.22) -- (2.52)
1998 - Service Shares 23.17 0.14 5.23 (0.06) (0.04) (2.52)
- -----------------------------------------------------------------------------------------------------
1997 - Class A Shares 19.98 0.35 5.18 (0.35) (0.01) (1.97)
1997 - Class B Shares
(commenced May 1, 1996) 20.82 0.17 4.31 (0.17) (0.06) (1.97)
1997 - Institutional
Shares (commenced June
3, 1996) 21.25 0.29 3.96 (0.30) (0.04) (1.97)
1997 - Service Shares
(commenced March 6,
1996) 20.71 0.28 4.50 (0.28) (0.07) (1.97)
- -----------------------------------------------------------------------------------------------------
1996 - Class A Shares 15.80 0.33 4.75 (0.30) -- (0.60)
- -----------------------------------------------------------------------------------------------------
1995 - Class A Shares 15.79 0.20e 0.30e (0.20) (0.07) (0.33)
- -----------------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Calculated based on the average shares outstanding methodology.
F-4
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Net increase Net assets Ratio of
Additional (decrease) Net asset at end of net expenses
paid-in in net asset value, end Total period to average
capital value of period return/a/ (in 000s) net assets
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ -- $(1.60) $24.33 (5.40)% $1,122,157 1.22%
-- (1.60) 24.13 (6.07) 349,662 1.92
-- (1.62) 24.08 (6.12) 48,146 1.92
-- (1.60) 24.35 (5.00) 173,696 0.80
-- (1.59) 24.33 (5.44) 11,943 1.30
- ------------------------------------------------------------------------------
-- 2.75 25.93 23.71 1,216,582 1.25
-- 2.63 25.73 22.87 307,815 1.94
-- (2.50) 25.70 0.51c 31,686 1.99b
-- 2.76 25.95 24.24 36,225 0.83
-- 2.75 25.92 23.63 8,893 1.32
- ------------------------------------------------------------------------------
-- 3.20 23.18 28.42 615,103 1.22
-- 2.28 23.10 22.23c 17,346 1.93b
-- 1.94 23.19 20.77c 193 0.82b
-- 2.46 23.17 23.87c 3,174 1.32b
- ------------------------------------------------------------------------------
-- 4.18 19.98 32.45 436,757 1.20
- ------------------------------------------------------------------------------
0.11e 0.01 15.80 3.97 193,772 1.25
- ------------------------------------------------------------------------------
</TABLE>
F-5
<PAGE>
GROWTH AND INCOME FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
------------------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) expenses to income (loss) to Portfolio
to average net average net average net turnover
assets assets assets rate
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For The Years
Ended
January 31,
1999 - Class
A Shares 0.78% 1.32% 0.68% 125.79%
1999 - Class
B Shares 0.09 1.92 0.09 125.79
1999 - Class
C Shares 0.10 1.92 0.10 125.79
1999 -
Institutional
Shares 1.25 0.80 1.25 125.79
1999 -
Service
Shares 0.72 1.30 0.72 125.79
- -----------------------------------------------------------------------------------------
1998 - Class
A Shares 0.43 1.42 0.26 61.95
1998 - Class
B Shares (0.35) 1.94 (0.35) 61.95
1998 - Class
C Shares
(commenced
August 15,
1997) (0.48)b 1.99b (0.48)b 61.95
1998 -
Institutional
Shares 0.76 0.83 0.76 61.95
1998 -
Service
Shares 0.32 1.32 0.32 61.95
- -----------------------------------------------------------------------------------------
1997 - Class
A Shares 1.60 1.43 1.39 53.03
1997 - Class
B Shares
(commenced
May 1, 1996) 0.15b 1.93b 0.15b 53.03
1997 -
Institutional
Shares
(commenced
June 3,
1996) 1.36b 0.82b 1.36b 53.03
1997 -
Service
Shares
(commenced
March 6,
1996) 0.94b 1.32b 0.94b 53.03
- -----------------------------------------------------------------------------------------
1996 - Class
A Shares 1.67 1.45 1.42 57.93
- -----------------------------------------------------------------------------------------
1995 - Class
A Shares 1.28 1.58 0.95 71.80
- -----------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Calculated based on the average shares outstanding methodology.
F-6
<PAGE>
[This page intentionally left blank]
F-7
<PAGE>
CORE LARGE CAP VALUE FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-----------------------------
Net realized
and unrealized
Net asset gain on
value, Net investment
beginning investment and futures
of period income transactions
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Period Ended January 31,
1999 - Class A Shares
(commenced December 31, 1998) $10.00 $0.01 $0.14
1999 - Class B Shares
(commenced December 31, 1998) 10.00 -- 0.15
1999 - Class C Shares
(commenced December 31, 1998) 10.00 -- 0.15
1999 - Institutional Shares
(commenced December 31, 1998) 10.00 0.01 0.15
1999 - Service Shares
(commenced December 31, 1998) 10.00 0.02 0.14
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-8
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
---------------------------
From net
realized gain Net assets Ratio of
From net on investment Net increase Net asset at end of net expenses
investment and futures in net asset value, end Total period to average
income transactions value of period return/a,c/ (in 000s) net assets/b/
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ --
$ -- $0.15 $10.15 1.50% $ 6,665 1.08%
-- -- 0.15 10.15 1.50 340 1.82
-- -- 0.15 10.15 1.50 268 1.83
-- -- 0.16 10.16 1.60 53,396 0.66
-- -- 0.16 10.16 1.60 2 1.16
- --------------------------------------------------------------------------------------
</TABLE>
F-9
<PAGE>
CORE LARGE CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
------------------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income to expenses to income to average Portfolio
average net average net net turnover
assets/b/ assets/b/ assets/b/ rate
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Period
Ended January 31,
1999 - Class A
Shares
(commenced December
31, 1998) 1.45% 8.03% (5.50)% 0%
1999 - Class B
Shares
(commenced December
31, 1998) 0.84 8.77 (6.11) 0
1999 - Class C
Shares
(commenced December
31, 1998) 0.70 8.78 (6.25) 0
1999 -
Institutional
Shares
(commenced December
31, 1998) 1.97 7.61 (4.98) 0
1999 - Service
Shares
(commenced December
31, 1998) 2.17 8.11 (4.78) 0
- ----------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-10
<PAGE>
[This page intentionally left blank]
F-11
<PAGE>
CORE U.S. EQUITY FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain (loss) on
beginning income investments
of period (loss) and futures
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January 31,
1999 - Class A Shares $26.59 $ 0.04 $ 7.02
1999 - Class B Shares 26.32 (0.10) 6.91
1999 - Class C Shares 26.24 (0.10) 6.89
1999 - Institutional Shares 26.79 0.20 7.11
1999 - Service Shares 26.53 0.06 7.01
- -----------------------------------------------------------------------------
1998 - Class A Shares 23.32 0.11 5.63
1998 - Class B Shares 23.18 0.11 5.44
1998 - Class C Shares (commenced August
15, 1997) 27.48 0.03 1.22
1998 - Institutional Shares 23.44 0.30 5.65
1998 - Service Shares 23.27 0.19 5.57
- -----------------------------------------------------------------------------
1997 - Class A Shares 19.66 0.16 4.46
1997 - Class B Shares (commenced May 1,
1996) 20.44 0.04 3.70
1997 - Institutional Shares 19.71 0.30 4.51
1997 - Service Shares (commenced June 7,
1996) 21.02 0.13 3.15
- -----------------------------------------------------------------------------
1996 - Class A Shares 14.61 0.19 5.43
1996 - Institutional Shares (commenced
June 15, 1995) 16.97 0.16 3.23
- -----------------------------------------------------------------------------
1995 - Class A Shares 15.93 0.20 (0.38)
- -----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-12
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to shareholders
- ------------------------------------
From net Ratio of
In excess realized gain Net increase Net assets Ratio of net investment
From net of net on investment (decrease) Net asset at end of net expenses income (loss)
investment investment and futures in net asset value, end Total period to average to average
income income transactions value of period return/a/ (in 000s) net assets net assets
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$(0.03) $(0.01) $(0.63) $ 6.39 $32.98 26.89% $605,566 1.23% 0.15%
-- -- (0.63) 6.18 32.50 26.19 152,347 1.85 (0.50)
-- -- (0.63) 6.16 32.40 26.19 26,912 1.87 (0.53)
(0.15) (0.03) (0.63) 6.50 33.29 27.65 307,200 0.69 0.69
(0.10) (0.02) (0.63) 6.32 32.85 27.00 11,600 1.19 0.19
- -----------------------------------------------------------------------------------------------------------
(0.12) -- (2.35) 3.27 26.59 24.96 398,393 1.28 0.51
-- (0.06) (2.35) 3.14 26.32 24.28 59,208 1.79 (0.05)
-- (0.14) (2.35) (1.24) 26.24 4.85c 6,267 1.78b (0.21)b
(0.24) (0.01) (2.35) 3.35 26.79 25.76 202,893 0.65 1.16
(0.07) (0.08) (2.35) 3.26 26.53 25.11 7,841 1.15 0.62
- -----------------------------------------------------------------------------------------------------------
(0.16) -- (0.80) 3.66 23.32 23.75 225,968 1.29 0.91
(0.04) (0.16) (0.80) 2.74 23.18 18.59c 17,258 1.83b 0.06b
(0.28) -- (0.80) 3.73 23.44 24.63 148,942 0.65 1.52
(0.13) (0.10) (0.80) 2.25 23.27 15.92c 3,666 1.15b 0.69b
- -----------------------------------------------------------------------------------------------------------
(0.16) -- (0.41) 5.05 19.66 38.63 129,045 1.25 1.01
(0.24) -- (0.41) 2.74 19.71 20.14c 64,829 0.65b 1.49b
- -----------------------------------------------------------------------------------------------------------
(0.20) -- (0.94) (1.32) 14.61 (1.10) 94,968 1.38 1.33
- -----------------------------------------------------------------------------------------------------------
</TABLE>
F-13
<PAGE>
CORE U.S. EQUITY FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
-----------------------------------
Ratio of
Ratio of net investment
expenses to income (loss) to Portfolio
average net average turnover
assets net assets rate
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January
31,
1999 - Class A Shares 1.36% 0.02% 63.79%
1999 - Class B Shares 1.98 (0.63) 63.79
1999 - Class C Shares 2.00 (0.66) 63.79
1999 - Institutional Shares 0.82 0.56 63.79
1999 - Service Shares 1.32 0.06 63.79
- -------------------------------------------------------------------------------
1998 - Class A Shares 1.47 0.32 65.89
1998 - Class B Shares 1.96 (0.22) 65.89
1998 - Class C Shares
(commenced August 15, 1997) 1.95b (0.38)b 65.89
1998 - Institutional Shares 0.82 0.99 65.89
1998 - Service Shares 1.32 0.45 65.89
- -------------------------------------------------------------------------------
1997 - Class A Shares 1.35b 0.49b 37.28
1997 - Class B Shares
(commenced May 1, 1996) 1.53 0.67 37.78
1997 - Institutional Shares 2.00b (0.11)b 37.28
1997 - Service Shares
(commenced June 7, 1996) 0.85 1.32 37.28
- -------------------------------------------------------------------------------
1996 - Class A Shares 1.55 0.71 39.35
1996 - Institutional Shares
(commenced June 15, 1995) 0.96b 1.18b 39.35
- -------------------------------------------------------------------------------
1995 - Class A Shares 1.63 1.08 56.18
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-14
<PAGE>
[This page intentionally left blank]
F-15
<PAGE>
CORE LARGE CAP GROWTH FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain on
beginning income investments
of period (loss) and futures
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Year Ended January 31,
1999 - Class A Shares $11.97 $ 0.01 $4.19
1999 - Class B Shares 11.92 (0.06) 4.12
1999 - Class C Shares 11.93 (0.05) 4.11
1999 - Institutional Shares 11.97 0.02 4.23
1999 - Service Shares 11.95 (0.01) 4.17
- -------------------------------------------------------------------------------
For the Period Ended January 31,
1998 - Class A Shares (commenced May 1,
1997) 10.00 0.01 2.35
1998 - Class B Shares (commenced May 1,
1997) 10.00 (0.03) 2.33
1998 - Class C Shares (commenced August
15, 1997) 11.80 (0.02) 0.54
1998 - Institutional Shares (commenced May
1, 1997) 10.00 0.01 2.35
1998 - Service Shares (commenced May 1,
1997) 10.00 (0.02) 2.35
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-16
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
Shareholders
-------------------------------------
From net
realized
From In excess gain on Net Net asset Net assets Ratio of
Net of net investment increase value, at end of net expenses
Investment investment and futures in net end of Total period to average
Income income transactions asset value period return/a/ (in 000s) net assets
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $ -- $4.20 $16.17 35.10% $175,510 0.97%
-- -- -- 4.06 15.98 34.07 93,711 1.74
-- -- -- 4.06 15.99 34.04 37,081 1.74
-- (0.01) -- 4.24 16.21 35.54 295,734 0.65
-- -- -- 4.16 16.11 34.85 1,663 1.15
- --------------------------------------------------------------------------------------------
(0.01) -- (0.38) 1.97 11.97 23.79c 53,786 0.91b
-- -- (0.38) 1.92 11.92 23.26c 13,857 1.67b
-- (0.01) (0.38) 0.13 11.93 4.56c 4,132 1.68b
(0.01) -- (0.38) 1.97 11.97 23.89c 4,656 0.72b
-- -- (0.38) 1.95 11.95 23.56c 115 1.17b
- --------------------------------------------------------------------------------------------
</TABLE>
F-17
<PAGE>
CORE LARGE CAP GROWTH FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
----------------------------
Ratio of Ratio of net
net investment Ratio of investment
income (loss) to expenses to income (loss) to Portfolio
average net average net average net turnover
assets assets assets rate
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Year Ended
January 31,
1999 - Class A Shares 0.05 % 1.46% (0.44)% 63.15%
1999 - Class B Shares (0.73) 2.11 (1.10) 63.15
1999 - Class C Shares (0.74) 2.11 (1.11) 63.15
1999 - Institutional
Shares 0.35 1.02 (0.02) 63.15
1999 - Service Shares (0.16) 1.52 (0.53) 63.15
- ---------------------------------------------------------------------------------
For the Period Ended
January 31,
1998 - Class A Shares
(commenced May 1, 1997) 0.12 b 2.40b (1.37)b 74.97c
1998 - Class B Shares
(commenced May 1, 1997) (0.72)b 2.91b (1.96)b 74.97c
1998 - Class C Shares
(commenced August 15,
1997) (0.76)b 2.92b (2.00)b 74.97c
1998 - Institutional
Shares (commenced May
1, 1997) 0.42 b 1.96b (0.82)b 74.97c
1998 - Service Shares
(commenced May 1, 1997) (0.21)b 2.41b (1.45)b 74.97c
- ---------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-18
<PAGE>
[This page intentionally left blank]
F-19
<PAGE>
CORE SMALL CAP EQUITY FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net
realized and
unrealized
Net asset Net gain (loss) on
value, investment investment
beginning income and futures
of period (loss) transactions
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Year Ended January 31,
1999 - Class A Shares $10.59 $0.01 $(0.43)
1999 - Class B Shares 10.56 (0.05) (0.44)
1999 - Class C Shares 10.57 (0.04) (0.45)
1999 - Institutional Shares 10.61 0.04 (0.43)
1999 - Service Shares 10.60 0.01 (0.44)
- ----------------------------------------------------------------------------
For the Period Ended January 31,
1998 - Class A Shares (commenced August
15, 1997) 10.00 (0.01) 0.65
1998 - Class B Shares (commenced August
15, 1997) 10.00 (0.03) 0.64
1998 - Class C Shares (commenced August
15, 1997) 10.00 (0.02) 0.64
1998 - Institutional Shares (commenced
August 15, 1997) 10.00 0.01 0.65
1998 - Service Shares (commenced August
15, 1997) 10.00 0.01 0.64
- ----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-20
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
Shareholders
--------------------------
From net
realized
From gain on Net Net asset Net assets Ratio of
Net investment increase value at end of net expenses
investment and futures in net end of Total period to average
income transactions asset value period return/a/ (in 000s) net assets
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$(0.01) $ -- $(0.43) $10.16 (3.97)% $64,087 1.31%
-- -- (0.49) 10.07 (4.64) 15,406 2.00
-- -- (0.49) 10.08 (4.64) 6,559 2.01
(0.02) -- (0.41) 10.20 (3.64) 62,763 0.94
(0.01) -- (0.44) 10.16 (4.07) 54 1.44
- ----------------------------------------------------------------------------------
-- (0.05) 0.59 10.59 6.37c 11,118 1.25b
-- (0.05) 0.56 10.56 6.07c 9,957 1.95b
-- (0.05) 0.57 10.57 6.17c 2,557 1.95b
-- (0.05) 0.61 10.61 6.57c 9,026 0.95b
-- (0.05) 0.60 10.60 6.47c 2 1.45b
- ----------------------------------------------------------------------------------
</TABLE>
F-21
<PAGE>
CORE SMALL CAP EQUITY FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
-------------------------
Ratio of net Ratio of net
investment Ratio of investment
income (loss) expenses to income (loss) Portfolio
to average average net to average turnover
net assets assets net assets rate
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Year Ended January
31,
1999 - Class A Shares 0.08% 2.00% (0.61)% 75.38%
1999 - Class B Shares (0.55) 2.62 (1.17) 75.38
1999 - Class C Shares (0.56) 2.63 (1.18) 75.38
1999 - Institutional Shares 0.60 1.56 (0.02) 75.38
1999 - Service Shares 0.01 2.06 (0.61) 75.38
- -------------------------------------------------------------------------------
For the Period Ended January
31,
1998 - Class A Shares
(commenced August 15, 1997) (0.36)b 3.92b (3.03)b 37.65c
1998 - Class B Shares
(commenced August 15, 1997) (1.04)b 4.37b (3.46)b 37.65c
1998 - Class C Shares
(commenced August 15, 1997) (1.07)b 4.37b (3.49)b 37.65c
1998 - Institutional Shares
(commenced August 15, 1997) 0.15b 3.37b (2.27)b 37.65c
1998 - Service Shares
(commenced August 15, 1997) 0.40b 3.87b (2.02)b 37.65c
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-22
<PAGE>
[This page intentionally left blank]
F-23
<PAGE>
CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain (loss) on
beginning income investment
of period (loss) transactions
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January 31,
1999 - Class A Shares $18.48 $(0.03) $6.35
1999 - Class B Shares 18.27 (0.12) 6.19
1999 - Class C Shares 18.24 (0.10) 6.15
1999 - Institutional Shares 18.45 0.01 6.38
1999 - Service Shares 18.46 (0.04) 6.31
- ----------------------------------------------------------------------------
1998 - Class A Shares 16.73 0.02 4.78
1998 - Class B Shares 16.67 0.02 4.61
1998 - Class C Shares (commenced August
15, 1997) 19.73 (0.02) 1.60
1998 - Institutional Shares (commenced
August 15, 1997) 19.88 0.02 1.66
1998 - Service Shares (commenced August
15, 1997) 19.88 (0.01) 1.66
- ----------------------------------------------------------------------------
1997 - Class A Shares 14.91 0.10 3.56
1997 - Class B Shares (commenced May 1,
1996) 15.67 0.01 2.81
- ----------------------------------------------------------------------------
1996 - Class A Shares 13.67 0.12 3.93
- ----------------------------------------------------------------------------
1995 - Class A Shares 15.96 0.03 (0.69)
- ----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-24
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
--------------------------------------
In excess From net Net increase Net assets Ratio of
From net of net realized gain (decrease) Net asset at end of net expenses
investment investment on investment in net value, end Total period to average
income income transactions asset value of period return/a/ (in 000s) net assets
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $(0.77) $5.55 $24.03 34.58% $1,992,716 1.42%
-- -- (0.77) 5.30 23.57 33.60 236,369 2.19
-- -- (0.77) 5.28 23.52 33.55 60,234 2.19
-- -- (0.77) 5.62 24.07 35.02 41,817 1.07
-- -- (0.77) 5.50 23.96 34.34 3,085 1.57
- ---------------------------------------------------------------------------------------------------
(0.01) (0.01) (3.03) 1.75 18.48 29.71 1,256,595 1.40
-- -- (3.03) 1.60 18.27 28.73 40,827 2.18
-- (0.04) (3.03) (1.49) 18.24 8.83c 5,395 2.21b
(0.01) (0.07) (3.03) (1.43) 18.45 9.31c 7,262 1.16b
-- (0.04) (3.03) (1.42) 18.46 9.18c 2 1.50b
- ---------------------------------------------------------------------------------------------------
(0.10) (0.02) (1.72) 1.82 16.73 25.97 920,646 1.40
(0.01) (0.09) (1.72) 1.00 16.67 19.39c 3,221 2.15b
- ---------------------------------------------------------------------------------------------------
(0.12) -- (2.69) 1.24 14.91 30.45 881,056 1.36
- ---------------------------------------------------------------------------------------------------
(0.01) -- (1.62) (2.29) 13.67 (4.38) 862,105 1.38
- ---------------------------------------------------------------------------------------------------
</TABLE>
F-25
<PAGE>
CAPITAL GROWTH FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
--------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) expenses to income (loss) Portfolio
to average average net to average turnover
net assets assets net assets rate
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended
January 31,
1999 - Class A Shares (0.18)% 1.58% (0.34)% 30.17%
1999 - Class B Shares (0.98) 2.21 (1.00) 30.17
1999 - Class C Shares (1.00) 2.21 (1.02) 30.17
1999 - Institutional
Shares 0.11 1.09 0.09 30.17
1999 - Service Shares (0.37) 1.59 (0.39) 30.17
- ---------------------------------------------------------------------------------
1998 - Class A Shares 0.08 1.65 (0.17) 61.50
1998 - Class B Shares (0.77) 2.18 (0.77) 61.50
1998 - Class C Shares
(commenced August 15,
1997) (0.86)b 2.21b (0.86)b 61.50
1998 - Institutional
Shares (commenced August
15, 1997) 0.18b 1.16b 0.18b 61.50
1998 - Service Shares
(commenced August 15, 1997) (0.16)b 1.50b (0.16)b 61.50
- ---------------------------------------------------------------------------------
1997 - Class A Shares 0.62 1.65 0.37 52.92
1997 - Class B Shares
(commenced May 1, 1996) (0.39)b 2.15b (0.39)b 52.92
- ---------------------------------------------------------------------------------
1996 - Class A Shares 0.65 1.61 0.40 63.90
- ---------------------------------------------------------------------------------
1995 - Class A Shares 0.16 1.63 (0.09) 38.36
- ---------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-26
<PAGE>
[This page intentionally left blank]
F-27
<PAGE>
MID CAP VALUE FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------------
Net realized
and unrealized
gain (loss) on
Net asset Net investment,
value, investment option and
beginning income foreign currency
of period (loss) related transactions
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January
31,
1999 - Class A Shares $21.61 $0.10 $(2.38)
1999 - Class B Shares 21.57 (0.05) (2.35)
1999 - Class C Shares 21.59 (0.05) (2.34)
1999 - Institutional Shares 21.65 0.19 (2.38)
1999 - Service Shares 21.62 0.03 (2.31)
- -----------------------------------------------------------------------------
1998 - Class A Shares
(commenced August 15, 1997) 23.63 0.09 0.76
1998 - Class B Shares
(commenced August 15, 1997) 23.63 0.06 0.74
1998 - Class C Shares
(commenced August 15, 1997) 23.63 0.06 0.76
1998 - Institutional Shares 18.73 0.16 5.66
1998 - Service Shares
(commenced July 18, 1997) 23.01 0.09 1.40
- -----------------------------------------------------------------------------
1997 - Institutional Shares 15.91 0.24 3.77
- -----------------------------------------------------------------------------
For the Period Ended January
31,
1996 - Institutional Shares
(commenced August 1, 1995) 15.00 0.13 0.90
- -----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-28
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to shareholders
---------------------------------------------
From net
realized gain
In excess on investment, Net increase Net assets Ratio of
From net of net option and (decrease) Net asset at end of net expenses
investment investment foreign currency in net asset value, end Total period to average
income income related transactions value of period return/a/ (in 000s) net assets
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$(0.07) $ -- $(0.88) $(3.23) $18.38 (10.48)% $70,578 1.33%
-- -- (0.88) (3.28) 18.29 (11.07) 37,821 1.93
(0.02) -- (0.88) (3.29) 18.30 (11.03) 10,800 1.93
(0.21) -- (0.88) (3.28) 18.37 (10.07) 196,512 0.87
(0.17) -- (0.88) (3.33) 18.29 (10.48) 289 1.37
- --------------------------------------------------------------------------------------------------------
(0.06) (0.04) (2.77) (2.02) 21.61 3.42c 90,588 1.35b
(0.09) -- (2.77) (2.06) 21.57 3.17c 28,743 1.85b
(0.09) -- (2.77) (2.04) 21.59 3.27c 6,445 1.85b
(0.13) -- (2.77) 2.92 21.65 30.86 236,440 0.85
(0.11) -- (2.77) (1.39) 21.62 6.30c 8 1.35b
- --------------------------------------------------------------------------------------------------------
(0.24) (0.93) (0.02) 2.82 18.73 25.63 145,253 0.85
- --------------------------------------------------------------------------------------------------------
(0.12) -- -- 0.91 15.91 6.89c 135,671 0.85b
- --------------------------------------------------------------------------------------------------------
</TABLE>
F-29
<PAGE>
MID CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
expense limitations
--------------------------
Ratio of
net
investment Ratio of
income Ratio of net investment
loss) to expenses to income (loss) Portfolio
average net average net to average net turnover
assets assets assets rate
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended January
31,
1999 - Class A Shares 0.38% 1.41% 0.30% 92.18%
1999 - Class B Shares (0.22) 2.01 (0.30) 92.18
1999 - Class C Shares (0.22) 2.01 (0.30) 92.18
1999 - Institutional Shares 0.83 0.95 0.75 92.18
1999 - Service Shares 0.32 1.45 0.24 92.18
- ------------------------------------------------------------------------------
1998 - Class A Shares
(commenced August 15, 1997) 0.33b 1.47b 0.21b 62.60
1998 - Class B Shares
(commenced August 15, 1997) (0.20)b 1.97b (0.32)b 62.60
1998 - Class C Shares
(commenced August 15, 1997) (0.23)b 1.97b (0.35)b 62.60
1998 - Institutional Shares 0.78 0.97 0.66 62.60
1998 - Service Shares
(commenced July 18, 1997) 0.63b 1.43b 0.51b 62.60
- ------------------------------------------------------------------------------
1997 - Institutional Shares 1.35 0.91 1.29 74.03
- ------------------------------------------------------------------------------
For the Period Ended January
31,
1996 - Institutional Shares
(commenced August 1, 1995) 1.67b 0.98b 1.54b 58.77c
- ------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-30
<PAGE>
[This page intentionally left blank]
F-31
<PAGE>
SMALL CAP VALUE FUND
<TABLE>
<CAPTION>
Income (loss) from
investment operations/d/
------------------------------
Net realized and
unrealized
Net asset gain (loss)
value, Net on investment
beginning investment and options
of period income (loss) transactions
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January 31,
1999 - Class A Shares $24.05 $(0.06) $(4.48)
1999 - Class B Shares 23.73 (0.21) (4.42)
1999 - Class C Shares 23.73 (0.18) (4.43)
1999 - Institutional Shares 24.09 0.03 (4.50)
1999 - Service Shares 24.05 (0.04) (4.51)
- ------------------------------------------------------------------------------
1998 - Class A Shares 20.91 0.14 5.33
1998 - Class B Shares 20.80 (0.01) 5.27
1998 - Class C Shares (commenced
August 15, 1997) 24.69 (0.06) 1.43
1998 - Institutional Shares
(commenced August 15, 1997) 24.91 0.03 1.48
1998 - Service Shares (commenced
August 15, 1997) 24.91 (0.01) 1.48
- ------------------------------------------------------------------------------
1997 - Class A Shares 17.29 (0.21) 4.92
1997 - Class B Shares (commenced May
1, 1996) 20.79 (0.11) 1.21
- ------------------------------------------------------------------------------
1996 - Class A Shares 16.14 (0.23) 1.39
- ------------------------------------------------------------------------------
1995 - Class A Shares 20.67 (0.07) (3.53)
- ------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-32
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
---------------------------
From net
In excess realized gain Net increase Net asset Net assets Ratio of
of net on investment (decrease) value, at end of net expenses
investment and options in net asset end of Total period to average
income transactions value period return/a/ (in 000s) net assets
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ -- $(1.00) $(5.54) $18.51 (17.37)% $261,661 1.50%
-- (1.00) (5.63) 18.10 (18.00) 42,879 2.25
-- (1.00) (5.61) 18.12 (17.91) 8,212 2.25
-- (1.00) (5.47) 18.62 (17.04) 15,351 1.13
-- (1.00) (5.55) 18.50 (17.41) 261 1.62
- -------------------------------------------------------------------------------------
-- (2.33) 3.14 24.05 26.17 370,246 1.54
-- (2.33) 2.93 23.73 25.29 42,677 2.29
(0.34) (1.99) (0.96) 23.73 5.51c 5,604 2.09b
(0.28) (2.05) (0.82) 24.09 6.08c 14,626 1.16b
(0.31) (2.02) (0.86) 24.05 5.91c 2 1.45b
- -------------------------------------------------------------------------------------
-- (1.09) 3.62 20.91 27.28 212,061 1.60
-- (1.09) 0.01 20.80 5.39c 3,674 2.35b
- -------------------------------------------------------------------------------------
-- (0.01) 1.15 17.29 7.20 204,994 1.41
- -------------------------------------------------------------------------------------
(0.24) (0.69) (4.53) 16.14 (17.53) 319,487 1.53
- -------------------------------------------------------------------------------------
</TABLE>
F-33
<PAGE>
SMALL CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary
waiver of fees or
expense limitations
----------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) to expenses to income (loss) Portfolio
average net average net to average net turnover
assets assets assets rate
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended
January 31,
1999 - Class A Shares (0.24)% 1.74% (0.48)% 98.46%
1999 - Class B Shares (0.99) 2.29 (1.03) 98.46
1999 - Class C Shares (0.99) 2.29 (1.03) 98.46
1999 - Institutional
Shares 0.13 1.17 0.09 98.46
1999 - Service Shares (0.47) 1.66 (0.51) 98.46
- ---------------------------------------------------------------------------------------------
1998 - Class A Shares (0.28) 1.76 (0.50) 84.81
1998 - Class B Shares (0.92) 2.29 (0.92) 84.81
1998 - Class C Shares
(commenced August
15, 1997) (0.79)b 2.09b (0.79)b 84.81
1998 - Institutional
Shares (commenced
August 15, 1997) 0.27b 1.16b 0.27b 84.81
1998 - Service Shares
(commenced August 15,
1997) (0.07)b 1.45b (0.07)b 84.81
- ---------------------------------------------------------------------------------------------
1997 - Class A Shares (0.72) 1.85 (0.97) 99.46
1997 - Class B Shares
(commenced May 1, 1996) (1.63)b 2.35b (1.63)b 99.46
- ---------------------------------------------------------------------------------------------
1996 - Class A Shares (0.59) 1.66 (0.84) 57.58
- ---------------------------------------------------------------------------------------------
1995 - Class A Shares (0.53) 1.78 (0.78) 43.67
- ---------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-34
<PAGE>
Appendix C
Prior Performance of Similarly Advised Accounts of the Investment Adviser
CORE LARGE CAP VALUE FUND
The following table sets forth the Investment Adviser's composite perfor-
mance data relating to the historical performance of all discretionary pri-
vate accounts managed by the Investment Adviser that have investment objec-
tives, policies, and strategies substantially similar to the CORE Large Cap
Value Fund. The information is provided to illustrate the past performance
of the Investment Adviser in managing substantially similar accounts as mea-
sured against the Russell 1000 Value Index and does not represent the per-
formance of the CORE Large Cap Value Fund. Investors should not consider
this performance data as a substitute for the performance of the CORE Large
Cap Value Fund nor should investors consider this data as an indication of
future performance of the CORE Large Cap Value Fund or of the Investment
Adviser. The Russell 1000 Value Index is unmanaged and investors cannot
invest directly in the Index.
<TABLE>
<CAPTION>
Private Account Private Account Private Account Private Account
Net Composite Net Composite Net Composite Net Composite Russell
Performance Performance Performance Performance 1000
(including Class A (including Class B (including Class C (excluding Value
sales charge) sales charge) sales charge) sales charges) Index
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 5.28% 6.41% 10.46% 11.41% 15.64%
1997 25.56% 27.57% 31.87% 32.87% 35.18%
1996 19.35% 21.29% 25.29% 26.29% 21.64%
1995 30.34% 32.92% 36.92% 37.92% 38.35%
1994 (7.55)% (7.06)% (3.14)% (2.17)% (2.01)%
1993 10.48% 11.90% 15.90% 16.90% 18.12%
8/1/92 - 12/31/92 (0.41)% 0.39% 4.39% 5.39% 4.01%
- -----------------------------------------------------------------------------------------------------
</TABLE>
F-35
<PAGE>
<TABLE>
<CAPTION>
Average Annual Total Return for
the
Period Ended 12/31/98
Since
Inception
1 Year 3 Years 5 Years (8/1/92)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Private Account Net Composite Performance
(including Class A sales charge) 5.28% 20.87% 18.95% 18.69%
Private Account Net Composite Performance
(including Class B sales charge) 6.41% 22.66% 20.14% 19.33%
Private Account Net Composite Performance
(including Class C sales charge) 10.46% 23.18% 20.33% 19.33%
Private Account Net Composite Performance
(excluding sales charges) 11.41% 23.18% 20.33% 19.33%
Russell 1000 Value Index 15.64% 23.88% 20.85% 19.68%
- -----------------------------------------------------------------------------
</TABLE>
In accordance with the standards of the Association for Investment Manage-
ment and Research ("AIMR"), the Investment Adviser's composite performance
information was calculated on a time-weighted and asset-weighted total
return basis which includes realized and unrealized gains and losses plus
income. The composite performance is net of applicable investment management
fees, brokerage commissions, execution costs and custodial fees, without
provision for federal and state taxes, if any. Total return performance of
the CORE Large Cap Value Fund will be calculated in accordance with the reg-
ulations of the SEC. The SEC standardized average annualized total return is
neither time-weighted nor asset-weighted and is determined for specified
periods by computing the annualized percentage change in the value of an
initial amount that is invested in a share class of the Fund at the maximum
public offering price. Investors should be aware that the differences in
methodology between AIMR and SEC requirements could result in different per-
formance data for identical time periods.
Performance reflects the deduction of the maximum 5.5% front-end sales
charge with respect to Class A Shares and the maximum CDSC with respect to
Class B (5%) and Class C Shares (1%). All returns presented reflect the
reinvestment of dividends and other earnings. The weighted-average expenses
of the private accounts used in calculating the Investment Adviser's net
composite performance data were 0.59% annualized, which are lower than the
estimated expenses of Class A, Class B and Class C Shares of the CORE Large
Cap Value Fund stated under "Fund Fees and Expenses" above. The performance
of the private accounts
F-36
<PAGE>
APPENDIX C
would have been lower if they had been subject to the expenses of the CORE
Large Cap Value Fund. In addition, the private accounts are not subject to
the same diversification requirements, specific tax restrictions and invest-
ment limitations imposed on the CORE Large Cap Value Fund by the Act and
Subchapter M of the Code. Consequently, the performance results of the
Investment Adviser's composite could have been adversely affected if the
private accounts had been regulated as investment companies under the fed-
eral securities laws.
F-37
<PAGE>
Appendix D
Prior Performance of Similarly Advised Accounts of the Investment Adviser
STRATEGIC GROWTH FUND
The following table sets forth the Investment Adviser's composite perfor-
mance data relating to the historical performance of all discretionary pri-
vate accounts managed by the Investment Adviser that have investment objec-
tives, policies, and strategies substantially similar to the Strategic
Growth Fund. The information is provided to illustrate the past performance
of the Investment Adviser in managing substantially similar accounts as mea-
sured against the S&P 500 Index and does not represent the performance of
the Strategic Growth Fund. Investors should not consider this performance
data as a substitute for the performance of the Strategic Growth Fund nor
should investors consider this data as an indication of future performance
of the Strategic Growth Fund or of the Investment Adviser. The S&P 500 Index
is unmanaged and investors cannot invest directly in the Index.
<TABLE>
<CAPTION>
Private Account Private Account Private Account Private Account
Net Composite Net Composite Net Composite Net Composite
Performance Performance Performance Performance
(including Class A (including Class B (including Class C (excluding S&P 500
sales charge) sales charge) sales charge) sales charges) Index
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 27.91% 30.35% 34.35% 35.35% 28.57%
1997 33.37% 36.14% 40.14% 41.14% 33.37%
1996 15.12% 16.79% 20.79% 21.79% 22.95%
1995 21.02% 23.07% 27.07% 28.07% 37.58%
1994 -7.11% -6.69% -2.69% -1.69% 1.32%
1993 10.66% 12.10% 16.10% 17.10% 10.08%
1992 3.21% 4.22% 8.22% 9.22% 7.62%
1991 29.88% 32.44% 36.44% 37.44% 30.47%
1990 -14.31% -14.32% -10.32% -9.32% -3.05%
1989 26.46% 28.82% 32.82% 33.82% 31.70%
1988 16.83v% 18.63% 22.63% 23.63% 16.61%
1987 -0.45% 0.34% 4.34% 5.34% 5.25%
1986 12.44% 13.99% 17.99% 18.99% 18.67%
1985 30.39% 32.98% 36.98% 37.98% 31.73%
1984 2.55v% 3.52% 7.52% 8.52% 6.19%
1983 27.02% 29.41% 33.41% 34.41% 22.56%
1982 27.04% 29.43% 33.43% 34.43% 21.55%
1981 -4.54% -3.98% 0.02% 1.02% -4.97%
- ----------------------------------------------------------------------------------------
</TABLE>
F-38
<PAGE>
APPENDIX D
<TABLE>
<CAPTION>
Average Annual Total Return for the
Period Ended 12/31/98
Since
Inception
1 Year 3 Years 5 Years 10 Years (1/1/81)
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Private Account Net Composite
Performance
(including Class A sales
charge) 27.91% 30.01% 22.56% 19.43% 19.57%
Private Account Net Composite
Performance
(including Class B sales
charge) 30.35% 32.07% 23.37% 20.11% 19.96%
Private Account Net Composite
Performance
(including Class C sales
charge) 34.35% 32.51% 23.98% 20.11% 19.96%
Private Account Net Composite
Performance
(excluding sales charges) 35.35% 32.51% 23.98% 20.11% 19.96%
S&P 500 Index 28.57% 28.23% 24.06% 19.22% 16.94%
- ----------------------------------------------------------------------------
</TABLE>
In accordance with the standards of the Association for Investment Management
and Research ("AIMR"), the Investment Adviser's composite performance informa-
tion was calculated on a time-weighted and asset-weighted total return basis
which includes realized and unrealized gains and losses plus income. The com-
posite performance is net of applicable investment management fees, brokerage
commissions, execution costs and custodial fees, without provision for federal
and state taxes, if any. Total return performance of the Strategic Growth Fund
will be calculated in accordance with the regulations of the SEC. The SEC stan-
dardized average annual total return is neither time-weighted nor asset-
weighted and is determined for specified periods by computing the annualized
percentage change in the value of an initial amount that is invested in a share
class of the Fund at the maximum public offering price. Investors should be
aware that the differences in methodology between AIMR and SEC requirements
could result in different performance data for identical time periods.
Performance reflects the deduction of the maximum 5.5% front-end sales charge
with respect to Class A Shares and the maximum CDSC with respect to Class B
(5%) and Class C Shares (1%). All returns presented reflect the reinvestment of
dividends and other earnings. The weighted-average expenses of the private
accounts used in calculating the Investment Adviser's net composite performance
data were 0.76% annualized, which are lower than the estimated expenses of
Class A, Class B and Class C Shares of the Strategic Growth Fund stated under
"Fund Fees and Expenses" above. The performance of the private accounts would
have been lower if they had been subject to the expenses of the Strategic
Growth Fund. In addition, the
F-39
<PAGE>
private accounts are not subject to the same diversification requirements, spe-
cific tax restrictions and investment limitations imposed on the Strategic
Growth Fund by the Act and Subchapter M of the Code. Consequently, the perfor-
mance results of the Investment Adviser's composite could have been adversely
affected if the private accounts had been regulated as investment companies
under the federal securities laws.
F-40
<PAGE>
Index
<TABLE>
<C> <C> <S>
1 General Investment
Management Approach
4 Fund Investment Objectives
and Strategies
4 Goldman Sachs Balanced
Fund
6 Goldman Sachs Growth and
Income Fund
7 Goldman Sachs CORE Large
Cap Value Fund
8 Goldman Sachs CORE U.S.
Equity Fund
9 Goldman Sachs CORE Large
Cap Growth Fund
10 Goldman Sachs CORE Small
Cap Equity Fund
11 Goldman Sachs Capital
Growth Fund
12 Goldman Sachs Strategic
Growth Fund
13 Goldman Sachs Growth
Opportunities Fund
14 Goldman Sachs Mid Cap
Value Fund
15 Goldman Sachs Small Cap
Value Fund
16 Goldman Sachs Large Cap Value Fund
</TABLE>
<TABLE>
<C> <C> <S>
18 Other Investment
Practices and
Securities
22 Principal Risks of the
Funds
26 Fund Performance
36 Fund Fees and Expenses
40 Service Providers
49 Dividends
51 Shareholder Guide
51 How To Buy Shares
55 How To Sell Shares
59 Taxation
61 Appendix A
Additional Information
on Portfolio Risks,
Securities and
Techniques
82 Appendix B
Financial Highlights
121 Appendix C
CORE Large Cap Value
Fund-Prior Performance
of Similarly Advised
Accounts of the
Investment Adviser
123 Appendix D
Strategic Growth Fund-
Prior Performance of
Similarly Advised
Accounts of the
Investment Adviser
</TABLE>
16
<PAGE>
Domestic Equity Funds
Prospectus (Institutional Shares)
FOR MORE INFORMATION
Annual/Semiannual Report
Additional information about the Funds' investments is available in the
Funds' annual and semiannual reports to shareholders. In the Funds' annual
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during the
last fiscal year.
Statement of Additional Information
Additional information about the Funds and their policies is also available
in the Funds' Additional Statement. The Additional Statement is incorporated
by reference into this Prospectus (is legally considered part of this Pro-
spectus).
The Funds' annual and semiannual reports, and the Additional Statement, are
available free upon request by calling Goldman Sachs at 1-800-621-2550.
To obtain other information and for shareholder inquiries:
By telephone - Call 1-800-621-2550
By mail - Goldman Sachs Funds, 4900 Sears Tower - 60th Floor, Chicago, IL
60606-6372
By e-mail - [email protected]
On the Internet - Text-only versions of the Funds' documents are located
online and may be downloaded from:
SEC - http://www.sec.gov
You may review and obtain copies of Fund documents by visiting the SEC's
Public Reference Room in Washington, D.C. You may also obtain copies of Fund
documents by sending your request and a duplicating fee to the SEC's Public
Reference Section, Washington, D.C. 20549-6009. Information on the operation
of the public reference room may be obtained by calling the SEC at 1-800-
SEC-0330.
[LOGO] GOLDMAN
SACHS
The Funds' investment company registration number is 811-5349.
506741
EQDOMPROINST
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS DATED SEPTEMBER 16, 1999
SUBJECT TO COMPLETION
Prospectus SERVICE
SHARES
November
30, 1999
GOLDMAN SACHS DOMESTIC EQUITY FUNDS
. Goldman
Sachs
Balanced
Fund
. Goldman
Sachs
Growth
and
Income
Fund
. Goldman
Sachs
CORE
Large Cap
Value
Fund
. Goldman
Sachs
CORE U.S.
Equity
Fund
[ARTWORK TO APPEAR HERE]
. Goldman
Sachs
CORE
Large Cap
Growth
Fund
. Goldman
Sachs
CORE
Small Cap
Equity
Fund
. Goldman
Sachs
Capital
Growth
Fund
. Goldman
Sachs
Strategic
Growth
Fund
. Goldman
Sachs
Growth
Opportunities
Fund
. Goldman
Sachs Mid
Cap Value
Fund
(formerly
Mid
Cap Equity)
. Goldman
Sachs
Small Cap
Value
THE SECURITIES AND EXCHANGE Fund
COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES . Goldman
OR PASSED UPON THE ADEQUACY OF Sachs
THIS PROSPECTUS. ANY Large Cap
REPRESENTATION TO THE CONTRARY Value
IS A CRIMINAL OFFENSE. Fund
AN INVESTMENT IN A FUND IS NOT [LOGO OF GOLDMAN SACHS APPEARS HERE]
A BANK DEPOSIT AND IS NOT
INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY. AN
INVESTMENT IN A FUND INVOLVES
INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
General Investment Management Approach
Goldman Sachs Asset Management, a separate operating division of Goldman,
Sachs & Co. ("Goldman Sachs"), serves as investment adviser to the Balanced,
Growth and Income, CORE Large Cap Value, CORE Large Cap Growth, CORE Small
Cap Equity, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap
Value and Large Cap Value Funds. Goldman Sachs Funds Management, L.P. serves
as investment adviser to the CORE U.S. Equity and Capital Growth Funds.
Goldman Sachs Asset Management and Goldman Sachs Funds Management, L.P. are
each referred to in this Prospectus as the "Investment Adviser."
VALUE STYLE FUNDS
Goldman Sachs' Value Investment Philosophy:
Through intensive, hands-on research our portfolio team seeks to identify:
1. Attractive valuation opportunities where:
..The intrinsic value of the business is not reflected in the stock price
..The stock price is overdiscounted due to a temporary event
2. Well-positioned businesses that have:
..Attractive returns on capital
..Sustainable earnings and cash flow
..Strong company management focused on long-term returns to shareholders
Business quality, conservative valuation, and thoughtful portfolio construc-
tion are the key elements of our value approach.
- --------------------------------------------------------------------------------
GROWTH STYLE FUNDS
Goldman Sachs' Growth Investment Philosophy:
1. Invest as if buying the company/business, not simply trading its stock:
..Understand the business, management, products and competition.
..Perform intensive, hands-on fundamental research.
..Seek businesses with strategic competitive advantages.
..Over the long-term, expect each company's stock price ultimately to track
the growth of the business.
A-1
<PAGE>
2. Buy high-quality growth businesses that possess strong business fran-
chises, favorable long-term prospects and excellent management.
3. Purchase superior long-term growth companies at a favorable price--seek
to purchase at a fair valuation, giving the investor the potential to
fully capture returns from above-average growth rates.
Growth companies have earnings expectations that exceed those of the stock
market as a whole.
- --------------------------------------------------------------------------------
QUANTITATIVE ("CORE") STYLE FUNDS
Goldman Sachs' CORE Investment Philosophy:
Goldman Sachs' quantitative style of funds--CORE--emphasizes the two build-
ing blocks of active management: stock selection and portfolio construction.
I. CORE Stock Selection
The CORE Funds use the Goldman Sachs' proprietary multifactor model
("Multifactor Model"), a rigorous computerized rating system, to forecast
the returns of securities held in each Fund's portfolio. The Multifactor
Model incorporates common variables covering measures of:
..Value (price-to-book, price-to-earnings, cash flow to enterprise value)
..Momentum (earnings momentum, price momentum, sustainable growth)
..Risk (market risk, company-specific risk, earnings risk)
..Research (fundamental research ratings of Goldman Sachs and other analysts)
All of the above factors are carefully evaluated within the Multifactor
Model since each has demonstrated a significant impact on the performance of
the securities and markets they were designed to forecast. Stock selection
in this process combines both our quantitative and qualitative analysis.
II. CORE Portfolio Construction
A proprietary computer optimizer calculates every security combination (at
every possible weighting) to construct the most efficient risk/return port-
folio given each CORE Fund benchmark. In this process, the Investment
Adviser manages risk by limiting deviations from the benchmark, running size
and sector neutral portfolios.
Goldman Sachs CORE Funds are fully invested, broadly diversified and offer
consistent overall portfolio characteristics. They may serve as good founda-
tions on which to build a portfolio.
- --------------------------------------------------------------------------------
A-2
<PAGE>
Fund Investment Objectives and Strategies
Goldman Sachs
Balanced Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and current income
Benchmarks: S&P 500 Index and Lehman Brothers Aggregate Bond Index
Investment Focus: Large capitalization U.S. stocks and fixed-income securi-
ties
Investment Style: Asset Allocation, with growth and value (blend) equity
components
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term growth of capital and current income.
The Fund seeks growth of capital primarily through investments in equity
securities (stocks). The Fund seeks to provide current income through
investment in fixed-income securities (bonds).
PRINCIPAL INVESTMENT STRATEGIES
Historically, stock and bond markets have often had different cycles, with
one asset class rising when the other is falling. A balanced objective seeks
to reduce the volatility associated with investing in a single market. There
is no guarantee, however, that market cycles will move in opposition to one
another or that a balanced investment program will successfully reduce vola-
tility.
Equity Securities. The Fund invests, under normal circumstances, between 45%
and 65% of its total assets in equity securities. Although the Fund's equity
investments consist primarily of publicly traded U.S. securities, the Fund
may invest up to 10% of its total assets in the equity securities of foreign
issuers, including issuers in countries with emerging markets or economies
("emerging countries") and equity securities quoted in foreign currencies.
A portion of the Fund's portfo-
A-3
<PAGE>
lio of equity securities may be selected primarily to provide current income
(including interests in REITs, convertible securities, preferred stocks,
utility stocks, and interests in limited partnerships).
Other. The Fund invests at least 25% of its total assets in fixed-income
senior securities. The remainder of the Fund's assets are invested in other
fixed-income securities and cash.
The Fund's fixed-income securities primarily include:
..Securities issued by the U.S. government, its agencies, instrumentalities
or sponsored enterprises
..Securities issued by corporations, banks and other issuers
..Mortgage-backed and asset-backed securities
The Fund may also invest up to 10% of its total assets in debt obligations
(U.S. dollar and non-U.S.-dollar denominated) issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities and foreign corporations or other entities. The issuers of
these securities may be located in emerging countries.
The percentage of the portfolio invested in equity and fixed-income securi-
ties will vary from time to time as the Investment Adviser evaluates such
securities' relative attractiveness based on market valuations, economic
growth and inflation prospects. The allocation between equity and fixed-
income securities is subject to the Fund's intention to pay regular quar-
terly dividends. The amount of quarterly dividends can also be expected to
fluctuate in accordance with factors such as prevailing interest rates and
the percentage of the Fund's assets invested in fixed-income securities.
A-4
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Growth and Income Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and growth of income
Benchmark: S&P 500 Index
Investment Focus:
Large capitalization U.S. equity securities with an
emphasis on undervalued stocks
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and growth of income.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
65% of its total assets in equity securities that the Investment Adviser
considers to have favorable prospects for capital appreciation and/or divi-
dend-paying ability. Although the Fund will invest primarily in publicly
traded U.S. securities, it may invest up to 25% of its total assets in for-
eign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
Other. The Fund may also invest up to 35% of its total assets in fixed-
income securities, such as corporate debt and bank obligations, that offer
the potential to further the Fund's investment objective.
A-5
<PAGE>
Goldman Sachs
CORE Large Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and dividend income
Benchmark: Russell 1000 Value Index
Investment Focus: Diversified portfolio of equity securities of large-cap
U.S. issuers selling at low to modest valuations
Investment Style: Quantitative, applied to large-cap value stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and dividend income. The Fund
seeks this objective through a broadly diversified portfolio of equity secu-
rities of large-cap U.S. issuers that are selling at low to modest valua-
tions relative to general market measures, such as earnings, book value and
other fundamental accounting measures, and that are expected to have favora-
ble prospects for capital appreciation and/or dividend-paying ability.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the Russell 1000 Value Index. The Fund seeks a
portfolio comprised of companies with above average capitalizations and low
to moderate valuations as measured by price/earnings ratios, book value and
other fundamental accounting measures.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-6
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
CORE U.S. Equity Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital and dividend income
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities
Investment Style: Quantitative, applied to large-cap
growth and value (blend) stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital and dividend income. The Fund
seeks this objective through a broadly diversified portfolio of large-cap
and blue chip equity securities representing all major sectors of the U.S.
economy.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the S&P 500 Index. The Fund seeks a broad repre-
sentation in most major sectors of the U.S. economy and a portfolio com-
prised of companies with average long-term earnings growth expectations and
dividend yields.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-7
<PAGE>
Goldman Sachs
CORE Large Cap Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital; dividend income is a
secondary consideration
Benchmark: Russell 1000 Growth Index
Investment Focus: Large-cap, growth-oriented U.S. stocks
Investment Style: Quantitative, applied to large-cap growth stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital. The Fund seeks this objective
through a broadly diversified portfolio of equity securities of large-cap
U.S. issuers that are expected to have better prospects for earnings growth
than the growth rate of the general domestic economy. Dividend income is a
secondary consideration.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Investment Adviser emphasizes a company's growth prospects in analyzing
equity securities to be purchased by the Fund. The Fund's investments are
selected using both a variety of quantitative techniques and fundamental
research in seeking to maximize the Fund's expected return, while maintain-
ing risk, style, capitalization and industry characteristics similar to the
Russell 1000 Growth Index. The Fund seeks a portfolio comprised of companies
with above average capitalizations and earnings growth expectations and
below average dividend yields.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-8
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
CORE Small Cap Equity Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: Russell 2000 Index
Investment Focus: Stocks of small capitalization U.S. companies
Investment Style: Quantitative, applied to small-cap
growth and value (blend) stocks
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital. The Fund seeks this objective
through a broadly diversified portfolio of equity securities of U.S. issuers
which are included in the Russell 2000 Index at the time of investment.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities of U.S. issuers, including for-
eign issuers that are traded in the United States.
The Fund's investments are selected using both a variety of quantitative
techniques and fundamental research in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the Russell 2000 Index. The Fund seeks a portfo-
lio comprised of companies with small market capitalizations, strong
expected earnings growth and momentum, and better valuation and risk charac-
teristics than the Russell 2000 Index. If the issuer of a portfolio security
held by the Fund is no longer included in the Russell 2000 Index, the Fund
may, but is not required to, sell the security.
Other. The Fund's investments in fixed-income securities are limited to
securities that are considered cash equivalents.
A-9
<PAGE>
Goldman Sachs
Capital Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities that offer long-term
capital appreciation potential
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks to achieve its
investment objective by investing in a diversified portfolio of equity secu-
rities that are considered by the Investment Adviser to have long-term capi-
tal appreciation potential. Although the Fund invests primarily in publicly
traded U.S. securities, it may invest up to 10% of its total assets in for-
eign securities, including securities of issuers in emerging countries and
securities quoted in foreign currencies.
A-10
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Strategic Growth Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P 500 Index
Investment Focus: Large-cap U.S. equity securities that are considered to
be strategically positioned for consistent long-term
growth
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks to achieve its
investment objective by investing in a diversified portfolio of equity secu-
rities that are considered by the Investment Adviser to be strategically
positioned for consistent long-term growth. Although the Fund invests pri-
marily in publicly traded U.S. securities, it may invest up to 10% of its
total assets in foreign securities, including securities of issuers in
emerging countries and securities quoted in foreign currencies.
A-11
<PAGE>
Goldman Sachs
Growth Opportunities Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: S&P Midcap 400 Index
Investment Focus: U.S. equity securities that offer long-term capital
appreciation with a primary focus on mid-capitalization
companies
Investment Style: Growth
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities with a primary focus on mid-cap
companies. The Fund seeks to achieve its investment objective by investing
in a diversified portfolio of equity securities that are considered by the
Investment Adviser to be strategically positioned for long-term growth.
Although the Fund invests primarily in publicly traded U.S. securities, it
may invest up to 10% of its total assets in foreign securities, including
securities of issuers in emerging countries and securities quoted in foreign
currencies.
A-12
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Mid Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term capital appreciation
Benchmark: Russell Midcap Index
Investment Focus: Mid-capitalization U.S. stocks that are believed
to be undervalued or undiscovered by the marketplace
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, substan-
tially all of its assets in equity securities and at least 65% of its total
assets in equity securities of mid-cap companies with public stock market
capitalizations (based upon shares available for trading on an unrestricted
basis) within the range of the market capitalization of companies constitut-
ing the Russell Midcap Index at the time of investment (currently between
$400 million and $16 billion). If the capitalization of an issuer decreases
below $400 million or increases above $16 billion after purchase, the Fund
may, but is not required to, sell the securities. Dividend income, if any,
is an incidental consideration. Although the Fund will invest primarily in
publicly traded U.S. securities, it may invest up to 25% of its total assets
in foreign securities, including securities of issuers in emerging countries
and securities quoted in foreign currencies.
Other. The Fund may also invest up to 35% of its total assets in fixed-
income securities, such as corporate debt and bank obligations.
A-13
<PAGE>
Goldman Sachs
Small Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective: Long-term growth of capital
Benchmark: Russell 2000 Index
Investment Focus: Small-capitalization U.S. stocks that are believed to be
undervalued or undiscovered by the marketplace
Investment Style: Value
INVESTMENT OBJECTIVE
The Fund seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
65% of its total assets in equity securities of companies with public stock
market capitalizations of $1 billion or less at the time of investment.
Under normal circumstances, the Fund's investment horizon for ownership of
stocks will be two to three years. Dividend income, if any, is an incidental
consideration. If the market capitalization of a company held by the Fund
increases above $1 billion, the Fund may, consistent with its investment
objective, continue to hold the security.
The Fund invests in companies which the Investment Adviser believes are
well- managed niche businesses that have the potential to achieve high or
improving returns on capital and/or above average sustainable growth. The
Fund may invest in securities of small market capitalization companies which
may have experienced financial difficulties. Investments may also be made in
companies that are in the early stages of their life and that the Investment
Adviser believes have significant growth potential. The Investment Adviser
believes that the companies in which the Fund may invest offer greater
opportunity for growth of capital than larger, more mature, better known
companies. Although the Fund will invest primarily in publicly traded U.S.
securities, it may invest up to 25% of its total assets in foreign securi-
ties, including securities of issuers in emerging countries and securities
quoted in foreign currencies.
Other. The Fund may invest in the aggregate up to 35% of its total assets in
companies with public stock market capitalizations in excess of $1 billion
at the time of investment and in fixed-income securities, such as corporate
debt and bank obligations.
A-14
<PAGE>
FUND INVESTMENT OBJECTIVES AND STRATEGIES
Goldman Sachs
Large Cap Value Fund
FUND FACTS
- --------------------------------------------------------------------------------
Objective:
Long-term capital appreciation
Benchmark:
Russell 1000 Value Index
Investment Focus:
Large capitalization U.S. equity securities that are
believed to be undervalued
Investment Style:
Value
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Equity Securities. The Fund invests, under normal circumstances, at least
90% of its total assets in equity securities. The Fund seeks its investment
objective by investing in value opportunities that the Investment Adviser
defines as companies with identifiable competitive advantages whose intrin-
sic value is not reflected in the stock price. Although the Fund will invest
primarily in publicly traded U.S. securities, it may invest up to 25% of its
total assets in foreign securities, including securities quoted in foreign
currencies.
Other. The Fund may invest up to 10% of its total assets in fixed-income
securities, such as corporate debt and bank obligations.
A-15
<PAGE>
Other Investment Practices and Securities
The table below identifies some of the investment techniques that may (but are
not required to) be used by the Funds in seeking to achieve their investment
objectives. The table also highlights the differences among the Funds in their
use of these techniques and other investment practices and investment securi-
ties. Numbers in this table show allowable usage only; for actual usage, con-
sult the Fund's annual/semiannual reports. For more information see Appendix A.
10Percent of total assets (italic type)
10Percent of net assets (roman type)
.. No specific percentage
limitation on
usage;limited only by
the objectivesand
strategies of the Fund
<TABLE>
<CAPTION>
Growth CORE CORE
Balanced and Income Large Cap U.S. Equity
Fund Fund Value Fund Fund
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Practices
Borrowings 33 1/3 33 1/3 33 1/3 33 1/3
Credit, currency, index, interest
rate and mortgage swaps . -- -- --
Cross Hedging of Currencies . -- -- --
Custodial receipts . . . .
Equity Swaps 10 10 10 10
Foreign Currency Transactions* ./1/ . . .
Futures Contracts and Options on
Futures Contracts . . ./2/ ./3/
Interest rate caps, floors and
collars . -- -- --
Investment Company Securities
(including World Equity Benchmark
Shares and Standard & Poor's
Depository Receipts) 10 10 10 10
Loan Participations . -- -- --
Mortgage Dollar Rolls . -- -- --
Options on Foreign Currencies/4/ . . . .
Options on Securities and
Securities Indices/5/ . . . .
Repurchase Agreements . . . .
Reverse Repurchase Agreements (for
investment purposes) . -- -- --
Securities Lending 33 1/3 33 1/3 33 1/3 33 1/3
Short Sales Against the Box 25 25 -- --
Unseasoned Companies . . . .
Warrants and Stock Purchase Rights . . . .
When-Issued Securities and Forward
Commitments . . . .
- ------------------------------------------------------------------------------
</TABLE>
- --Not permitted
* Limited by the amount the Fund invests in foreign securities.
1 The Balanced Fund may also enter into forward foreign currency exchange
contracts to seek to increase total return.
2 The CORE Large Cap Value, CORE Large Cap Growth and CORE Small Cap Equity
Funds may enter into futures transactions only with respect to a represen-
tative index.
3 The CORE U.S. Equity Fund may enter into futures transactions only with
respect to the S&P 500 Index.
4 May purchase and sell call and put options.
5 May sell covered call and put options and purchase call and put options.
A-16
<PAGE>
OTHER INVESTMENT PRACTICES AND SECURITIES
<TABLE>
<CAPTION>
CORE CORE Capital Strategic Growth Mid Cap Small Cap Large Cap
Large Cap Small Cap Growth Growth Opportunities Value Value Value
Growth Fund Equity Fund Fund Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
33
1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
. . . . . . . .
10 10 10 10 10 10 10 10
. . . . . . . .
./2/ ./2/ . . . . . .
-- -- -- -- -- -- -- --
10 10 10 10 10 10 10 10
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
. . . . . . . .
. . . . . . . .
. . . . . . . .
-- -- -- -- -- -- -- --
33
1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3 33 1/3
-- -- 25 25 25 25 25 25
. . . . . . . .
. . . . . . . .
. . . . . . . .
- ---------------------------------------------------------------------------------------
</TABLE>
A-17
<PAGE>
/10/Percent of total assets (italic type)
/10/Percent of net assets (roman type)
.. No specific percentage
limitation on usage;
limited only by the
objectives and strategies
of the Fund
- --Not permitted
<TABLE>
<CAPTION>
Growth CORE CORE
Balanced and Income Large Cap U.S. Equity
Fund Fund Value Fund Fund
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Securities
American, European and Global
Depository Receipts . . ./6/ ./6/
Asset-Backed and Mortgage-Backed
Securities/15/ . . -- --
Bank Obligations/15/ . . . .
Convertible Securities/7/ . . . .
Corporate Debt Obligations/15/ . . ./8/ ./8/
Equity Securities 45-65 65+ 90+ 90+
Emerging Country Securities 10/14/ 25/14/ -- --
Fixed Income Securities/9/ 35-45 35 10/8/ 10/8/
Foreign Securities 10/14/ 25/14/ ./10/ ./10/
Foreign Government Securities/15/ 10 -- -- --
Municipal Securities . -- -- --
Non-Investment Grade Fixed Income
Securities 10/11/ 10/12/ -- --
Real Estate Investment Trusts . . . .
Stripped Mortgage Backed
Securities/15/ . -- -- --
Structured Securities/15/ . . . .
Temporary Investments 100 100 35 35
U.S. Government Securities/15/ . . . .
Yield Curve Options and Inverse
Floating Rate Securities . -- -- --
- -------------------------------------------------------------------------------
</TABLE>
6 The CORE Funds may not invest in European Depository Receipts.
7 Convertible securities purchased by the Balanced Fund must be B or higher by
Standard & Poor's Rating Group ("Standard & Poor's") or Moody's Investor's
Service, Inc. ("Moody's"). The CORE Funds have no minimum rating criteria
and all other Funds use the same rating criteria for convertible and non-
convertible debt securities.
8 Cash equivalents only.
9 Except as noted under "Non-Investment Grade Fixed Income Securities," fixed-
income securities must be investment grade (i.e., BBB or higher by Standard
& Poor's or Baa or higher by Moody's).
10 Equity securities of foreign issuers must be traded in the United States.
11 Must be at least BB or B by Standard & Poor's or Ba or B by Moody's.
12 Limited by the amount the Fund invests in fixed-income securities. May be BB
or lower by Standard & Poor's or Ba or lower by Moody's.
13 Must be B or higher by Standard & Poor's or B or higher by Moody's.
14 The Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth
Opportunities, Mid Cap Value and Small Cap Value Funds may invest in the
aggregate up to 10%, 25%, 10%, 10%, 10%, 25% and 25%, respectively, of their
total assets in foreign securities, including emerging country securities.
15 Limited by the amount the Fund invests in fixed-income securities.
16 The Small Cap Value Fund may invest in the aggregate up to 35% of its total
assets in: (1) the equity securities of companies with public stock market
capitalizations in excess of $1 billion at the time of investment; and (2)
fixed-income securities.
A-18
<PAGE>
OTHER INVESTMENT PRACTICES AND SECURITIES
<TABLE>
<CAPTION>
CORE CORE Capital Strategic Growth Mid Cap Small Cap Large Cap
Large Cap Small Cap Growth Growth Opportunities Value Value Value
Growth Fund Equity Fund Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
./6/ ./6/ . . . . . .
-- -- . . . . . .
. . . . . . . .
. . . . . . . .
./8/ ./8/ . . . . . .
90+ 90+ 90+ 90+ 90+ 65+ 65+ 80+
-- -- 10/14/ 10/14/ 10/14/ 25/14/ 25/14/ --
10/8/ 10/8/ 10 10 10 35 35/16/ 10
./10/ ./10/ 10/14/ 10/14/ 10/14/ 25/14/ 25/14/ 25
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- 10/12/ 10/12/ 10/12/ 10/13/ 35/12/ 10/12/
. . . . . . . .
-- -- -- -- -- -- -- --
. . . . . . . .
35 35 100 100 100 100 100 100
. . . . . . . .
-- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------
</TABLE>
A-19
<PAGE>
Principal Risks of the Funds
Loss of money is a risk of investing in each Fund. An investment in a Fund is
not a deposit of any bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. The following
summarizes important risks that apply to the Funds and may result in a loss of
your investment. None of the Funds should be relied upon as a complete invest-
ment program. There can be no assurance that a Fund will achieve its investment
objective.
<TABLE>
<CAPTION>
CORE CORE CORE
Growth Large CORE Large Small
and Cap U.S. Cap Cap
..Applicable Balanced Income Value Equity Growth Equity
- --Not applicable Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Credit/Default . . . . . .
Foreign . . . . . .
Emerging Countries . . . . . .
Small Cap/REIT -- -- -- -- -- .
Stock . . . . . .
Derivatives . . . . . .
Interest Rate . . . . . .
Management . . . . . .
Market . . . . . .
Liquidity . . . . . .
Other . . . . . .
- ------------------------------------------------------------------------------------
</TABLE>
A-20
<PAGE>
PRINCIPAL RISKS OF THE FUNDS
<TABLE>
<CAPTION>
Mid Small Large
Capital Strategic Growth Cap Cap Cap
Growth Growth Opportunities Value Value Value
Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
. . . . . .
. . . . . .
. . . . . --
-- -- -- . . --
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
- -----------------------------------------------------------------------------------------------
</TABLE>
A-21
<PAGE>
All Funds:
..Credit/Default Risk--The risk that an issuer of fixed-income securities held
by a Fund (which may have low credit ratings) may default on its obligation to
pay interest and repay principal.
..Foreign Risks--The risk that when a Fund invests in foreign securities, it
will be subject to risk of loss not typically associated with domestic
issuers. Loss may result because of less foreign government regulation, less
public information and less economic, political and social stability. Loss may
also result from the imposition of exchange controls, confiscations and other
government restrictions. A Fund will also be subject to the risk of negative
foreign currency rate fluctuations. Foreign risks will normally be greatest
when a Fund invests in issuers located in emerging countries.
..Emerging Countries Risk--The securities markets of Asian, Latin American,
Eastern European, African and other emerging countries are less liquid, are
especially subject to greater price volatility, have smaller market capital-
izations, have less government regulation and are not subject to as extensive
and frequent accounting, financial and other reporting requirements as the
securities markets of more developed countries. Further, investment in equity
securities of issuers located in Russia and certain other emerging countries
involves risk of loss resulting from problems in share registration and cus-
tody and substantial economic and political disruptions. These risks are not
normally associated with investment in more developed countries.
..Stock Risk--The risk that stock prices have historically risen and fallen in
periodic cycles. As of the date of this Prospectus, U.S. stock markets and
certain foreign stock markets were trading at or close to record high levels.
There is no guarantee that such levels will continue.
..Derivatives Risk--The risk that loss may result from a Fund's investments in
options, futures, swaps, structured securities and other derivative instru-
ments. These instruments may be leveraged so that small changes may produce
disproportionate losses to a Fund.
..Interest Rate Risk--The risk that when interest rates increase, securities
held by a Fund will decline in value. Long-term fixed-income securities will
normally have more price volatility because of this risk than short-term secu-
rities.
..Management Risk--The risk that a strategy used by the Investment Adviser may
fail to produce the intended results.
..Market Risk--The risk that the value of the securities in which a Fund invests
may go up or down in response to the prospects of individual companies and/or
general economic conditions. Price changes may be temporary or last for
extended periods.
A-22
<PAGE>
PRINCIPAL RISKS OF THE FUNDS
..Liquidity Risk--The risk that a Fund will not be able to pay redemption pro-
ceeds within the time period stated in this Prospectus because of unusual mar-
ket conditions, an unusually high volume of redemption requests, or other rea-
sons. Funds that invest in non-investment grade fixed-income securities, small
capitalization stocks, REITs and emerging country issuers will be especially
subject to the risk that during certain periods the liquidity of particular
issuers or industries, or all securities within these investment categories,
will shrink or disappear suddenly and without warning as a result of adverse
economic, market or political events, or adverse investor perceptions whether
or not accurate. The Goldman Sachs Asset Allocation Portfolios (the "Asset
Allocation Portfolios") expect to invest a significant percentage of their
assets in the Funds and other funds for which Goldman Sachs now or in the
future acts as investment adviser or underwriter. Redemptions by an Asset
Allocation Portfolio of its position in a Fund may further increase liquidity
risk and may impact a Fund's Net Asset Value ("NAV").
..Other Risks--Each Fund is subject to other risks, such as the risk that its
operations, or the value of its portfolio securities, will be disrupted by the
"Year 2000 Problem."
Specific Funds:
..Small Cap Stock and REIT Risk--The securities of small capitalization stocks
and REITs involve greater risks than those associated with larger, more estab-
lished companies and may be subject to more abrupt or erratic price movements.
Securities of such issuers may lack sufficient market liquidity to enable a
Fund to effect sales at an advantageous time or without a substantial drop in
price.
More information about the Funds' portfolio securities and investment tech-
niques, and their associated risks, is provided in Appendix A. You should con-
sider the investment risks discussed in this section and in Appendix A. Both
are important to your investment choice.
A-23
<PAGE>
Fund Performance
HOW THE FUNDS HAVE PERFORMED
The bar chart and table below provide an indication of the risks of invest-
ing in a Fund by showing: (a) changes in the performance of a Fund's Service
Shares from year to year; and (b) how the average annual returns of a Fund's
Service Shares compare to those of broad-based securities market indices.
The bar chart and table assume reinvestment of dividends and distributions.
A Fund's past performance is not necessarily an indication of how the Fund
will perform in the future. Performance reflects expense limitations in
effect. If expense limitations were not in place, a Fund's performance would
have been reduced. The Large Cap Value Fund commenced operations as of the
date of this Prospectus. The CORE Large Cap Value, Strategic Growth and
Growth Opportunities Funds did not commence operations until December 31,
1998, May 24, 1999 and May 24, 1999, respectively. Since these Funds have
less than one calendar year's performance, no performance information is
provided in this section.
2
<PAGE>
FUND PERFORMANCE
Balanced Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q4 '98 +7.99%
Worst Quarter
Q3 '98 -8.76%
1998 3.40%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31, 1998 1 YEAR SINCE INCEPTION
----------------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 8/15/97) 3.40% 3.74%
S&P 500 Index* 28.57% 24.80%
Lehman Brothers Aggregate Bond Index** 8.69% 9.67%
----------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
** The Lehman Brothers Aggregate Bond Index is an unmanaged index of bond
prices. The Index figures do not reflect any fees or expenses.
3
<PAGE>
Growth and Income Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q2 '97 +15.16%
Worst Quarter
Q3 '98 -16.98%
1997 27.87%
1998 -5.45%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
------------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 3/6/96) (5.45)% 13.69%
S&P 500 Index* 28.57% 28.08%
------------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
4
<PAGE>
FUND PERFORMANCE
CORE U.S. Equity Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q4 '98 +21.46%
Worst Quarter
Q3 '98 -14.68%
1997 32.02%
1998 21.32%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
-----------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 6/7/96) 21.32% 24.39%
S&P 500 Index* 28.57% 28.72%
-----------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
5
<PAGE>
CORE Large Cap Growth Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q4 '98 +25.52%
Worst Quarter
Q3 '98 -14.00%
1998 30.13%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
-----------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 5/1/97) 30.13% 31.40%
Russell 1000 Growth Index* 38.72% 36.81%
-----------------------------------------------------------
</TABLE>
* The Russell 1000 Growth Index is an unmanaged index of common stock prices.
The Index figures do not reflect any fees or expenses.
6
<PAGE>
FUND PERFORMANCE
CORE Small Cap Equity Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q4 '98 +14.37%
Worst Quarter
Q3 '98 -24.33%
1998 -6.06%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
------------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 8/15/97) (6.06)% 1.04%
Russell 2000 Index* (2.55)% 2.84%
------------------------------------------------------------
</TABLE>
* The Russell 2000 Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
7
<PAGE>
Capital Growth Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q4 '98 +24.32%
Worst Quarter
Q3 '98 -11.51%
1998 33.69%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
-----------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 8/15/97) 33.69% 29.49%
S&P 500 Index* 28.57% 24.80%
-----------------------------------------------------------
</TABLE>
* The S&P 500 Index is the Standard & Poor's Composite Index of 500 stocks,
an unmanaged index of common stock prices. The Index figures do not reflect
any fees or expenses.
8
<PAGE>
FUND PERFORMANCE
Mid Cap Value Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q1 '98 +11.59%
Worst Quarter
Q3 '98 -20.81%
1998 -5.90%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
------------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 7/18/97) (5.90)% (0.93)%
Russell Midcap Index* 10.09% 13.00%
------------------------------------------------------------
</TABLE>
* The Russell Midcap Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
9
<PAGE>
Small Cap Value Fund
TOTAL RETURN CALENDAR YEAR
- --------------------------------------------------------------------------------
The total
return for
Service Shares
for the 9-month
period ended
September 30,
1999 was
%.
Best Quarter
Q4 '98 +13.32%
Worst Quarter
Q3 '98 -32.23%
1998 -16.92%
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED DECEMBER 31,
1998 1 YEAR SINCE INCEPTION
-------------------------------------------------------------
<S> <C> <C>
SERVICE SHARES (Inception 8/15/97) (16.92)% (7.86)%
Russell 2000 Index* (2.55)% 2.84%
-------------------------------------------------------------
</TABLE>
* The Russell 2000 Index is an unmanaged index of common stock prices. The
Index figures do not reflect any fees or expenses.
10
<PAGE>
[This page intentionally left blank]
11
<PAGE>
Fund Fees and Expenses (Service Shares)
This table describes the fees and expenses that you would pay if you buy and
hold Service Shares of a Fund.
<TABLE>
<CAPTION>
GROWTH CORE CORE
AND LARGE CAP U.S.
BALANCED INCOME VALUE EQUITY
FUND FUND FUND FUND
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT):
Maximum Sales Charge (Load) Imposed
on Purchases None None None None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends None None None None
Redemption Fees None None None None
Exchange Fees None None None None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND
ASSETS):1
Management Fees2 0.65% 0.70% 0.60% 0.75%
Service Fees3 0.50% 0.50% 0.50% 0.50%
Other Expenses4 0.23% 0.09% 0.37% 0.10%
- ----------------------------------------------------------------------------
Total Fund Operating Expenses* 1.38% 1.29% 1.47% 1.35%
- ----------------------------------------------------------------------------
</TABLE>
See page 38 for all other footnotes.
* As a result of current waivers and expense
limitations, "Other Expenses" and "Total Fund
Operating Expenses" of the Funds which are actually
incurred are as set forth below. The waivers and
expense limitations may be terminated at any time at
the option of the Investment Adviser. If this occurs,
"Other Expenses" and "Total Fund Operating Expenses"
may increase without shareholder approval.
<TABLE>
<CAPTION>
GROWTH CORE CORE
AND LARGE CAP U.S.
BALANCED INCOME VALUE EQUITY
FUND FUND FUND FUND
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annual Fund Operating Expenses
(expenses that are deducted from Fund
assets):1
Management Fees2 0.65% 0.70% 0.60% 0.70%
Service Fees3 0.50% 0.50% 0.50% 0.50%
Other Expenses4 0.05% 0.09% 0.04% 0.04%
----------------------------------------------------------------------------
Total Fund Operating Expenses (after
current waivers and expense limitations) 1.20% 1.29% 1.14% 1.24%
----------------------------------------------------------------------------
</TABLE>
12
<PAGE>
FUND FEES AND EXPENSES
<TABLE>
<CAPTION>
CORE CORE
LARGE CAP SMALL CAP CAPITAL STRATEGIC GROWTH MID CAP SMALL CAP LARGE CAP
GROWTH EQUITY GROWTH GROWTH OPPORTUNITIES VALUE VALUE VALUE
FUND FUND FUND FUND FUND FUND FUND FUND
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
None None None None None None None None
None None None None None None None None
None None None None None None None None
None None None None None None None None
0.75% 0.85% 1.00% 1.00% 1.00% 0.75% 1.00% 0.75%
0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
0.21% 0.50% 0.09% 0.30% 0.30% 0.16% 0.17% 1.01%
- -----------------------------------------------------------------------------------
1.46% 1.85% 1.59% 1.80% 1.80% 1.41% 1.67% 2.26%
- -----------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CORE CORE
LARGE CAP SMALL CAP CAPITAL STRATEGIC GROWTH MID CAP SMALL CAP LARGE CAP
GROWTH EQUITY GROWTH GROWTH OPPORTUNITIES VALUE VALUE VALUE
FUND FUND FUND FUND FUND FUND FUND FUND
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0.60% 0.85% 1.00% 1.00% 1.00% 0.75% 1.00% 0.75%
0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%
0.04% 0.08% 0.04% 0.04% 0.04% 0.14% 0.10% 0.10%
- -----------------------------------------------------------------------------------
1.14% 1.43% 1.54% 1.54% 1.54% 1.39% 1.60% 1.35%
- -----------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
Fund Fees and Expenses continued
/1/The Funds' annual operating expenses have been restated to reflect current
fees, except for the CORE Large Cap Value, Strategic Growth, Growth Opportuni-
ties and Large Cap Value Funds whose expenses are estimated for the current
fiscal year.
/2/The Investment Adviser has voluntarily agreed not to impose a portion of the
management fee on the CORE U.S. Equity Fund and the CORE Large Cap Growth Fund
equal to 0.05% and 0.15%, respectively, of such Funds' average daily net
assets. AS A RESULT OF FEE WAIVERS, THE CURRENT MANAGEMENT FEES OF THE CORE
U.S. EQUITY FUND AND CORE LARGE CAP GROWTH FUND ARE 0.70% AND 0.60%, RESPEC-
TIVELY, OF SUCH FUNDS' AVERAGE DAILY NET ASSETS. THE WAIVERS MAY BE TERMINATED
AT ANY TIME AT THE OPTION OF THE INVESTMENT ADVISER.
/3/Service Organizations may charge other fees to their customers who are bene-
ficial owners of Service Shares in connection with their customers' accounts.
Such fees may affect the return customers realize with respect to their invest-
ments.
/4/"Other Expenses" include transfer agency fees equal to 0.04% of the average
daily net assets of each Fund's Service Shares, plus all other ordinary
expenses not detailed above. The Investment Adviser has voluntarily agreed to
reduce or limit "Other Expenses" (excluding management fees, transfer agency
fees, service fees, taxes, interest and brokerage fees and litigation, indemni-
fication and other extraordinary expenses) to the following percentages of each
Fund's average daily net assets:
<TABLE>
<CAPTION>
OTHER
FUND EXPENSES
<S> <C>
- -----------------------
Balanced 0.01%
Growth and
Income 0.05%
CORE Large Cap
Value 0.00%
CORE U.S. Equity 0.00%
CORE Large Cap
Growth 0.00%
CORE Small Cap
Equity 0.04%
Capital Growth 0.00%
Strategic Growth 0.00%
Growth
Opportunities 0.00%
Mid Cap Value 0.10%
Small Cap Value 0.06%
Large Cap Value 0.06%
</TABLE>
14
<PAGE>
FUND FEES AND EXPENSES
Example
The following Example is intended to help you compare the cost of investing in
a Fund (without the waivers and expense limitations) with the cost of investing
in other mutual funds. The Example assumes that you invest $10,000 in Service
Shares of a Fund for the time periods indicated and then redeem all of your
shares at the end of those periods. The Example also assumes that your invest-
ment has a 5% return each year and that a Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, based on these assump-
tions your costs would be:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCED $140 $437 $755 $1,657
- ------------------------------------------------------
GROWTH AND INCOME $131 $409 $708 $1,556
- ------------------------------------------------------
CORE LARGE CAP VALUE $150 $465 N/A N/A
- ------------------------------------------------------
CORE U.S. EQUITY $137 $428 $739 $1,624
- ------------------------------------------------------
CORE LARGE CAP GROWTH $149 $462 $797 $1,746
- ------------------------------------------------------
CORE SMALL CAP EQUITY $188 $582 $1,001 $2,169
- ------------------------------------------------------
CAPITAL GROWTH $162 $502 $866 $1,889
- ------------------------------------------------------
STRATEGIC GROWTH $183 $566 N/A N/A
- ------------------------------------------------------
GROWTH OPPORTUNITIES $183 $566 N/A N/A
- ------------------------------------------------------
MID CAP VALUE $144 $446 $771 $1,691
- ------------------------------------------------------
SMALL CAP VALUE $170 $526 $907 $1,976
- ------------------------------------------------------
LARGE CAP VALUE $229 $706 N/A N/A
- ------------------------------------------------------
</TABLE>
Service Organizations that invest in Service Shares on behalf of their custom-
ers may charge other fees directly to their customer accounts in connection
with their investments. You should contact your Service Organization for infor-
mation regarding such charges. Such fees, if any, may affect the return such
customers realize with respect to their investments.
Certain Service Organizations that invest in Service Shares may receive other
compensation in connection with the sale and distribution of service shares or
for services to their customers' accounts and/or the Funds. For additional
information regarding such compensation, see "Shareholder Guide" in the Pro-
spectus and "Other Information" in the Statement of Additional Information
("Additional Statement").
15
<PAGE>
Service Providers
INVESTMENT ADVISERS
<TABLE>
<CAPTION>
Investment Adviser Fund
---------------------------------------------------------------------
<S> <C>
Goldman Sachs Asset Management ("GSAM") Balanced
32 Old Slip Growth and Income
New York, New York 10005 CORE Large Cap Value
CORE Large Cap Growth
CORE Small Cap Equity
Strategic Growth
Growth Opportunities
Mid Cap Value
Small Cap Value
Large Cap Value
---------------------------------------------------------------------
Goldman Sachs Funds Management, L.P. ("GSFM") CORE U.S. Equity
One New York Plaza Capital Growth
New York, New York 10004
---------------------------------------------------------------------
</TABLE>
GSAM is a separate operating division of Goldman Sachs, which registered as
an investment adviser in 1981. GSFM, a registered investment adviser since
1990, is a Delaware limited partnership which is an affiliate of Goldman
Sachs. The Goldman Sachs Group, L.P., which controls the Investment Advis-
ers, merged into the Goldman Sachs Group, Inc. as a result of an initial
public offering. As of September 30, 1999, GSAM and GSFM, together with
their affiliates, acted as investment adviser or distributor for assets in
excess of $ billion.
The Investment Adviser provides day-to-day advice regarding the Funds' port-
folio transactions. The Investment Adviser makes the investment decisions
for the Funds and places purchase and sale orders for the Funds' portfolio
transactions in U.S. and foreign markets. As permitted by applicable law,
these orders may be directed to any brokers, including Goldman Sachs and its
affiliates. While the Investment Adviser is ultimately responsible for the
management of the Funds, it is able to draw upon the research and expertise
of its asset management affiliates for portfolio decisions and management
with respect to certain portfolio securities. In addition, the Investment
Adviser has access to the research and certain proprietary technical models
developed by Goldman Sachs, and will apply quantitative and qualitative
analysis in determining the appropriate allocations among categories of
issuers and types of securities.
B-1
<PAGE>
The Investment Adviser also performs the following additional services for
the Funds:
.. Supervises all non-advisory operations of the Funds
.. Provides personnel to perform necessary executive, administrative and
clerical services to the Funds
.. Arranges for the preparation of all required tax returns, reports to
shareholders, prospectuses and statements of additional information and
other reports filed with the Securities and Exchange Commission (the
"SEC") and other regulatory authorities
.. Maintains the records of each Fund
.. Provides office space and all necessary office equipment and services
MANAGEMENT FEES
As compensation for its services and its assumption of certain expenses, the
Investment Adviser is entitled to the following fees, computed daily and
payable monthly, at the annual rates listed below:
<TABLE>
<CAPTION>
Actual Rate
For the Fiscal Year
or Period Ended
Contractual Rate August 31, 1999
------------------------------------------------------------
<S> <C> <C>
GSAM:
------------------------------------------------------------
Balanced 0.65% 0.65%
------------------------------------------------------------
Growth and Income 0.70% 0.70%
------------------------------------------------------------
CORE Large Cap Value 0.60% 0.60%
------------------------------------------------------------
CORE Large Cap Growth 0.75% 0.60%
------------------------------------------------------------
CORE Small Cap Equity 0.85% 0.85%
------------------------------------------------------------
Strategic Growth 1.00% 1.00%
------------------------------------------------------------
Growth Opportunities 1.00% 1.00%
------------------------------------------------------------
Mid Cap Value 0.75% 0.75%
------------------------------------------------------------
Small Cap Value 1.00% 1.00%
------------------------------------------------------------
Large Cap Value 0.75% N/A
------------------------------------------------------------
GSFM:
------------------------------------------------------------
CORE U.S. Equity 0.75% 0.70%
------------------------------------------------------------
Capital Growth 1.00% 1.00%
------------------------------------------------------------
</TABLE>
The difference, if any, between the stated fees and the actual fees paid by
the Funds reflects that the Investment Adviser did not charge the full
amount of the fees to which it would have been entitled. The Investment
Adviser may discontinue or modify any such voluntary limitations in the
future at its discretion.
B-2
<PAGE>
SERVICE PROVIDERS
FUND MANAGERS
M. Roch Hillenbrand, a Managing Director of Goldman Sachs since 1997, is the
Head of Global Equities for GSAM, overseeing the United States, Europe,
Japan, and non-Japan Asia. In this capacity, he is responsible for managing
the group as it defines and implements global portfolio management processes
that are consistent, reliable and predictable. Mr. Hillenbrand is also Pres-
ident of Commodities Corporation LLC since 1981, of which Goldman Sachs is
the parent company. Over the course of his 18-year career at Commodities
Corporation, Mr. Hillenbrand has had extensive experience in dealing with
internal and external investment managers who have managed a range of
futures and equities strategies across multiple markets, using a variety of
styles.
Value Team
..Thirteen portfolio managers/analysts compose the Investment Adviser's value
investment team
..Multi-sector focus provides a balanced perspective
..Across all value products, the Investment Adviser leverages the industry
research expertise of its small, mid and large cap investment teams
- --------------------------------------------------------------------------------
Value Team
<TABLE>
<CAPTION>
Years
Fund Primarily
Name and Title Responsibility Responsible Five Year Employment History
- -------------------------------------------------------------------------------
<C> <C> <C> <S>
Eileen A. Portfolio Since Ms. Aptman joined the Investment
Aptman Manager-- 1996 Adviser as a research analyst in
Vice President Mid Cap Value 1997 1993. She became a portfolio
Small Cap Value manager in 1996.
- -------------------------------------------------------------------------------
Paul D. Farrell Senior Portfolio Since Mr. Farrell joined the
Managing Manager-- Small 1992 Investment Adviser as a
Director Cap Value 1998 portfolio manager in 1991. In
Mid Cap Value 1999 1998, he became responsible for
Growth and 1999 managing the Investment
Income Adviser's Value team.
Balanced
(Equity)
- -------------------------------------------------------------------------------
Matthew B. Portfolio Since Mr. McLennan joined the
McLennan Manager-- 1996 Investment Adviser as a research
Vice President Small Cap Value 1998 analyst in 1995 and became a
Mid Cap Value portfolio manager in 1996. From
1994 to 1995, he worked in the
Investment Banking Division of
Goldman Sachs in Australia. From
1991 to 1994, Mr. McLennan
worked at Queensland Investment
Corporation in Australia.
- -------------------------------------------------------------------------------
Eileen Rominger Senior Portfolio Since Ms. Rominger joined the
Managing Manager-- Growth Investment Adviser as a senior
Director and Income 1999 portfolio manager in 1999. From
Mid Cap Value 1999 1981 to 1999, she worked at
Small Cap Value 1999 Oppenheimer Capital most
Large Cap Value 1999 recently as a senior portfolio
Balanced (Equity) 1999 manager.
- -------------------------------------------------------------------------------
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
Years
Fund Primarily
Name and Title Responsibility Responsible Five Year Employment History
- ---------------------------------------------------------------------------
<C> <C> <C> <S>
Karma Wilson Portfolio Since Ms. Wilson joined the
Vice President Manager-- 1998 Investment Adviser as a
Balanced 1998 portfolio manager in 1994.
(Equity) 1998 Prior to 1994, she was an
Growth and 1999 investment analyst with
Income Bankers Trust Australia Ltd.
Mid Cap Value
Large Cap Value
- ---------------------------------------------------------------------------
</TABLE>
Quantitative Equity Team
..A stable and growing team supported by an extensive internal staff
..Access to the research ideas of Goldman Sachs' renowned Global Investment
Research Department
..More than $22 billion in equities currently under management
- --------------------------------------------------------------------------------
Quantitative Equity Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Melissa Brown Senior Portfolio Manager-- Since Ms. Brown joined the
Vice President CORE Large Cap Value 1998 Investment Adviser as a
CORE U.S. Equity 1998 portfolio manager in
CORE Large Cap Growth 1998 1998. From
CORE Small Cap Equity 1998 1984 to 1998, she was
the
director of Quantitative
Equity Research and
served on the Investment
Policy Committee at
Prudential Securities.
- ------------------------------------------------------------------------------------------
Kent A. Clark Senior Portfolio Manager-- Since Mr. Clark joined the
Managing CORE U.S. Equity 1996 Investment Adviser as a
Director CORE Large Cap Growth 1997 portfolio manager in the
CORE Small Cap Equity 1997 quantitative equity
CORE Large Cap Value 1998 management team in 1992.
- ------------------------------------------------------------------------------------------
Robert C. Jones Senior Portfolio Manager-- Since Mr. Jones joined the
Managing CORE U.S. Equity 1991 Investment Adviser as a
Director CORE Large Cap Growth 1997 portfolio manager in
CORE Small Cap Equity 1997 1989.
CORE Large Cap Value 1998
- ------------------------------------------------------------------------------------------
Victor H. Senior Portfolio Manager-- Since Mr. Pinter joined the
Pinter CORE U.S. Equity 1996 Investment Adviser as a
Vice President CORE Large Cap Growth 1997 research analyst in
CORE Small Cap Equity 1997 1990. He became a
CORE Large Cap Value 1998 portfolio manager in
1992.
- ------------------------------------------------------------------------------------------
</TABLE>
Growth Equity Investment Team
..18 year consistent investment style applied through diverse and complete
market cycles
..More than $12 billion in equities currently under management
B-4
<PAGE>
SERVICE PROVIDERS
..More than 250 client account relationships
..A portfolio management and analytical team with more than 150 years com-
bined investment experience
- --------------------------------------------------------------------------------
Growth Equity Investment Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
George D. Adler Senior Portfolio Manager-- Since Mr. Adler joined the
Vice President Balanced (Equity) 1997 Investment Adviser as a
Capital Growth 1997 portfolio manager in
Strategic Growth 1999 1997. From 1990 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty
Investment Management,
Inc. ("Liberty").
- ------------------------------------------------------------------------------------------
Robert G. Senior Portfolio Manager-- Since Mr. Collins joined the
Collins Capital Growth 1997 Investment Adviser as
Vice President Balanced (Equity) 1998 portfolio manager and
Strategic Growth 1999 Co-Chair of the Growth
Growth Opportunities 1999 Equity Investment
Committee in 1997. From
1991 to 1997, he was a
portfolio manager at
Liberty. His past
experience includes work
as a special situations
analyst with
Raymond James &
Associates for
five years.
- ------------------------------------------------------------------------------------------
Herbert E. Senior Portfolio Manager-- Since Mr. Ehlers joined the
Ehlers Capital Growth 1997 Investment Adviser as a
Managing Balanced (Equity) 1998 senior portfolio manager
Director Strategic Growth 1999 and Chief Investment
Growth Opportunities 1999 Officer of the Growth
Equity team in 1997.
From 1994 to 1997, he
was the Chief Investment
Officer and Chairman of
Liberty. He was a
portfolio manager and
President at Liberty's
predecessor firm, Eagle
Asset Management
("Eagle"), from 1984 to
1994.
- ------------------------------------------------------------------------------------------
Gregory H. Senior Portfolio Manager-- Since Mr. Ekizian joined the
Ekizian Capital Growth 1997 Investment Adviser as
Vice President Balanced (Equity) 1998 portfolio manager and
Strategic Growth 1999 Co-Chair of the Growth
Growth Opportunities 1999 Equity Investment
Committee in 1997. From
1990 to 1997, he was a
portfolio manager at
Liberty and its
predecessor firm, Eagle.
- ------------------------------------------------------------------------------------------
David G. Shell Senior Portfolio Manager-- Since Mr. Shell joined the
Vice President Capital Growth 1997 Investment Adviser as a
Balanced (Equity) 1998 portfolio manager in
Strategic Growth 1999 1997. From 1987 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty and
its predecessor firm,
Eagle.
- ------------------------------------------------------------------------------------------
</TABLE>
B-5
<PAGE>
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- ------------------------------------------------------------------------------------------
<C> <C> <C> <S>
Ernest C. Senior Portfolio Manager-- Since Mr. Segundo joined the
Segundo, Jr. Capital Growth 1997 Investment Adviser as a
Vice President Balanced (Equity) 1998 portfolio manager in
Strategic Growth 1999 1997. From 1992 to 1997,
Growth Opportunities 1999 he was a portfolio
manager at Liberty.
- ------------------------------------------------------------------------------------------
Steve Barry Senior Portfolio Manager-- Since Mr. Barry joined the
Vice President Growth Opportunities 1999 Investment Adviser as a
portfolio manager in
1999. From 1988 to 1999,
he was a portfolio
manager at Alliance
Capital Management.
- ------------------------------------------------------------------------------------------
</TABLE>
Fixed-Income Portfolio Management Team
..Fixed-income portfolio management is comprised of a deep team of sector
specialists
..The team strives to maximize risk-adjusted returns by de-emphasizing inter-
est rate anticipation and focusing on security selection and sector alloca-
tion
..The team manages approximately $40 billion in fixed-income assets for
retail, institutional and high net worth clients
- --------------------------------------------------------------------------------
Fixed-Income Portfolio Management Team
<TABLE>
<CAPTION>
Years
Primarily
Name and Title Fund Responsibility Responsible Five Year Employment History
- --------------------------------------------------------------------------------
<C> <C> <C> <S>
Jonathan A. Senior Portfolio Since Mr. Beinner joined the
Beinner Manager -- 1994 Investment Adviser as a
Managing Balanced (Fixed- portfolio manager in 1990.
Director and Income)
Co-Head U.S.
Fixed Income
- --------------------------------------------------------------------------------
C. Richard Lucy Senior Portfolio Since Mr. Lucy joined the Investment
Managing Manager -- 1994 Adviser as a portfolio manager
Director and Balanced (Fixed- in 1992.
Co-Head U.S. Income)
Fixed Income
- --------------------------------------------------------------------------------
</TABLE>
B-6
<PAGE>
SERVICE PROVIDERS
DISTRIBUTOR AND TRANSFER AGENT
Goldman Sachs, 85 Broad Street, New York, New York 10004, serves as the
exclusive distributor (the "Distributor") of each Fund's shares. Goldman
Sachs, 4900 Sears Tower, Chicago, Illinois 60606-6372, also serves as the
Funds' transfer agent (the "Transfer Agent") and, as such, performs various
shareholder servicing functions.
From time to time, Goldman Sachs or any of its affiliates may purchase and
hold shares of the Funds. Goldman Sachs reserves the right to redeem at any
time some or all of the shares acquired for its own account.
ACTIVITIES OF GOLDMAN SACHS AND ITS AFFILIATES AND OTHER ACCOUNTS MANAGED BY
GOLDMAN SACHS
The involvement of the Investment Adviser, Goldman Sachs and their affili-
ates in the management of, or their interest in, other accounts and other
activities of Goldman Sachs may present conflicts of interest with respect
to a Fund or limit a Fund's investment activities. Goldman Sachs and its
affiliates engage in proprietary trading and advise accounts and funds which
have investment objectives similar to those of the Funds and/or which engage
in and compete for transactions in the same types of securities, currencies
and instruments as the Funds. Goldman Sachs and its affiliates will not have
any obligation to make available any information regarding their proprietary
activities or strategies, or the activities or strategies used for other
accounts managed by them, for the benefit of the management of the Funds.
The results of a Fund's investment activities, therefore, may differ from
those of Goldman Sachs and its affiliates, and it is possible that a Fund
could sustain losses during periods in which Goldman Sachs and its affili-
ates and other accounts achieve significant profits on their trading for
proprietary or other accounts. In addition, the Funds may, from time to
time, enter into transactions in which other clients of Goldman Sachs have
an adverse interest. A Fund's activities may be limited because of regula-
tory restrictions applicable to Goldman Sachs and its affiliates, and/or
their internal policies designed to comply with such restrictions.
YEAR 2000
Many computer systems were designed using only two digits to signify the
year (for example, "98" for "1998"). On January 1, 2000, if these computer
systems are not corrected, they may incorrectly interpret "00" as the year
"1900" rather than the year "2000," leading to computer shutdowns or errors
(commonly
B-7
<PAGE>
known as the "Year 2000 Problem"). To the extent these systems conduct
forward-looking calculations, these computer problems may occur prior to
January 1, 2000. Like other investment companies and financial and business
organizations, the Funds could be adversely affected in their ability to
process securities trades, price securities, provide shareholder account
services and otherwise conduct normal business operations if the Investment
Adviser or other Fund service providers do not adequately address this prob-
lem in a timely manner.
In order to address the Year 2000 Problem, the Investment Adviser has taken
the following measures:
..The Investment Adviser has established a dedicated group to analyze these
issues and to implement the systems modifications necessary to prepare for
the Year 2000 Problem.
..The Investment Adviser has sought assurances from the Funds' other service
providers that they are taking the steps necessary so that they do not
experience Year 2000 Problems, and the Investment Adviser will continue to
monitor the situation.
Currently, the Investment Adviser does not anticipate that the transition to
the 21st century will have any material impact on its ability to continue to
service the Funds at current levels.
In addition, the Investment Adviser has undertaken measures to appropriately
take into account available information concerning the Year 2000 prepared-
ness of the issuers of securities held by the Funds. The Investment Adviser
may obtain such Year 2000 information from various sources which the Invest-
ment Adviser believes to be reliable, including the issuers' public regula-
tory filings. However, the Investment Adviser is not in a position to verify
the accuracy or completeness of such information.
At this time, however, no assurance can be given that the actions taken by
the Investment Adviser and the Funds' other service providers will be suffi-
cient to avoid any adverse effect on the Funds due to the Year 2000 Problem.
B-8
<PAGE>
Dividends
Each Fund pays dividends from its net investment income and distributions from
net realized capital gains. You may choose to have dividends and distributions
paid in:
..Cash
..Additional shares of the same class of the same Fund
..Shares of the same or an equivalent class of another Goldman Sachs Fund. Spe-
cial restrictions may apply for certain ILA Portfolios. See the Additional
Statement.
You may indicate your election on your Account Application. Any changes may be
submitted in writing to Goldman Sachs at any time before the record date for a
particular dividend or distribution. If you do not indicate any choice, your
dividends and distributions will be reinvested automatically in the applicable
Fund.
The election to reinvest dividends and distributions in additional shares will
not affect the tax treatment of such dividends and distributions, which will be
treated as received by you and then used to purchase the shares.
Dividends from net investment income and distributions from net capital gains
are declared and paid as follows:
<TABLE>
<CAPTION>
Investment Capital Gains
Fund Income Dividends Distributions
- -----------------------------------------------------
<S> <C> <C>
Balanced Quarterly Annually
- -----------------------------------------------------
Growth and Income Quarterly Annually
- -----------------------------------------------------
CORE Large Cap Value Quarterly Annually
- -----------------------------------------------------
CORE U.S. Equity Annually Annually
- -----------------------------------------------------
CORE Large Cap Growth Annually Annually
- -----------------------------------------------------
CORE Small Cap Equity Annually Annually
- -----------------------------------------------------
Capital Growth Annually Annually
- -----------------------------------------------------
Strategic Growth Annually Annually
- -----------------------------------------------------
Growth Opportunities Annually Annually
- -----------------------------------------------------
Mid Cap Value Annually Annually
- -----------------------------------------------------
Small Cap Value Annually Annually
- -----------------------------------------------------
Large Cap Value Annually Annually
- -----------------------------------------------------
</TABLE>
B-9
<PAGE>
DIVIDENDS
From time to time a portion of a Fund's dividends may constitute a return of
capital.
At the time of an investor's purchase of shares of a Fund, a portion of the NAV
per share may be represented by undistributed income or realized or unrealized
appreciation of the Fund's portfolio securities. Therefore, subsequent distri-
butions on such shares from such income or realized appreciation may be taxable
to the investor even if the NAV of the shares is, as a result of the distribu-
tions, reduced below the cost of such shares and the distributions (or portions
thereof) represent a return of a portion of the purchase price.
B-10
<PAGE>
Shareholder Guide
The following section will provide you with answers to some of the most
often asked questions regarding buying and selling the Funds' Service
Shares.
HOW TO BUY SHARES
How Can I Purchase Service Shares Of The Funds?
Generally, Service Shares may be purchased only through institutions that
have agreed to provide account administration and personal and account main-
tenance services to their customers who are the beneficial owners of Service
Shares. These institutions are called "Service Organizations." Customers of
a Service Organization will normally give their purchase instructions to the
Service Organization, and the Service Organization will, in turn, place pur-
chase orders with Goldman Sachs. Service Organizations will set times by
which purchase orders and payments must be received by them from their cus-
tomers. Generally, Service Shares may be purchased from the Funds on any
business day at their net asset value ("NAV") next determined after receipt
of an order by Goldman Sachs from a Service Organization. No sales load is
charged. Purchases of Service Shares must be settled within three business
days of receipt of a complete purchase order.
Service Organizations are responsible for transmitting purchase orders and
payments to Goldman Sachs in a timely fashion. Service Organizations should
place an order with Goldman Sachs at 1-800-621-2550 and either:
..Wire federal funds to The Northern Trust Company ("Northern"), as
subcustodian for State Street Bank and Trust Company ("State Street") (each
Fund's custodian) on the next business day; or
..Initiate an Automated Clearing House Network ("ACH") transfer to Northern;
or
..Send a check or Federal Reserve draft payable to Goldman Sachs Funds--(Name
of Fund and Class of Shares), 4900 Sears Tower--60th Floor, Chicago, IL
60606-6372. The Fund will not accept a check drawn on a foreign bank or a
third-party check.
What Do I Need To Know About Service Organizations?
Service Organizations may provide the following services in connection with
their customers' investments in Service Shares:
..Acting, directly or through an agent, as the sole shareholder of record
..Maintaining account records for customers
H-1
<PAGE>
..Processing orders to purchase, redeem or exchange shares for customers
..Responding to inquiries from prospective and existing shareholders
..Assisting customers with investment procedures
In addition, some (but not all) Service Organizations are authorized to
accept, on behalf of Goldman Sachs Trust (the "Trust"), purchase, redemption
and exchange orders placed by or on behalf of their customers, and may des-
ignate other intermediaries to accept such orders, if approved by the Trust.
In these cases:
..A Fund will be deemed to have received an order in proper form when the
order is accepted by the authorized Service Organization or intermediary on
a business day, and the order will be priced at the Fund's NAV next deter-
mined after such acceptance.
..Service Organizations or intermediaries will be responsible for transmit-
ting accepted orders and payments to the Trust within the time period
agreed upon by them.
You should contact your Service Organization directly to learn whether it is
authorized to accept orders for the Trust.
Pursuant to a service plan adopted by the Trust's Board of Trustees, Service
Organizations are entitled to receive payment for their services from the
Trust of up to 0.50% (on an annualized basis) of the average daily net
assets of the Service Shares of the Funds, which are attributable to or held
in the name of the Service Organization for its customers.
The Investment Adviser, Distributor and/or their affiliates may pay addi-
tional compensation from time to time, out of their assets and not as an
additional charge to the Funds, to selected Service Organizations and other
persons in connection with the sale, distribution and/or servicing of shares
of the Funds and other Goldman Sachs Funds. Subject to applicable NASD regu-
lations, the Investment Adviser, Distributor and/or their affiliates may
also contribute to various cash and non-cash incentive arrangements to pro-
mote the sale of shares. This additional compensation can vary among Service
Organizations depending upon such factors as the amounts their customers
have invested (or may invest) in particular Goldman Sachs Funds, the partic-
ular program involved, or the amount of reimbursable expenses. Additional
compensation based on sales may, but is currently not expected to, exceed
0.50% (annualized) of the amount invested.
In addition to Service Shares, each Fund also offers other classes of shares
to investors. These other share classes are subject to different fees and
expenses (which affect performance), have different minimum investment
requirements and
are entitled to different services than Service Shares. Information regard-
ing these
H-2
<PAGE>
SHAREHOLDER GUIDE
other share classes may be obtained from your sales representative or from
Goldman Sachs by calling the number on the back cover of this Prospectus.
What Is My Minimum Investment In The Funds?
The Funds do not have any minimum purchase or account requirements with
respect to Service Shares. A Service Organization may, however, impose a
minimum amount for initial and subsequent investments in Service Shares, and
may establish other requirements such as a minimum account balance. A Serv-
ice Organization may redeem Service Shares held by non-complying accounts,
and may impose a charge for any special services.
What Else Should I Know About Share Purchases?
The Trust reserves the right to:
..Reject or restrict any purchase or exchange orders by a particular pur-
chaser (or group of related purchasers). This may occur, for example, when
a pattern of frequent purchases, sales or exchanges of Service Shares of a
Fund is evident, or if purchases, sales or exchanges are, or a subsequent
abrupt redemption might be, of a size that would disrupt the management of
a Fund.
The Funds may allow Service Organizations to purchase shares with securities
instead of cash if consistent with a Fund's investment policies and opera-
tions and if approved by the Fund's Investment Adviser.
How Are Shares Priced?
The price you pay or receive when you buy, sell or exchange Service Shares
is determined by a Fund's NAV. The Funds calculate NAV as follows:
(Value of Assets of the Class)
- (Liabilities of the Class)
NAV = _______________________________
Number of Outstanding Shares of the Class
The Funds' investments are valued based on market quotations or, if accurate
quotations are not readily available, the fair value of the Fund's invest-
ments may be determined in good faith under procedures established by the
Trustees.
..NAV per share of each class is calculated by State Street on each business
day as of the close of regular trading on the New York Stock Exchange (nor-
mally 4:00 p.m. New York time). Fund shares will not be priced on any day
the New York Stock Exchange is closed.
..When you buy shares, you pay the NAV next calculated after the Funds
receive your order in proper form.
..When you sell shares, you receive the NAV next calculated after the Funds
receive your order in proper form.
H-3
<PAGE>
Note: The time at which transactions and shares are priced and the time by
which orders must be received may be changed in case of an emergency or if
regular trading on the New York Stock Exchange is stopped at a time other
than 4:00 p.m. New York time.
Foreign securities may trade in their local markets on days a Fund is
closed. As a result, the NAV of a Fund that holds foreign securities may be
impacted on days when investors may not purchase or redeem Fund shares.
In addition, the impact of events that occur after the publication of market
quotations used by a Fund to price its securities but before the close of
regular trading on the New York Stock Exchange will normally not be
reflected in a Fund's next determined NAV unless the Trust, in its discre-
tion, makes an adjustment in light of the nature and materiality of the
event, its effect on Fund operations and other relevant factors.
HOW TO SELL SHARES
How Can I Sell Service Shares Of The Funds?
Generally, Service Shares may be sold (redeemed) only through Service Orga-
nizations. Customers of a Service Organization will normally give their
redemption instructions to the Service Organization, and the Service Organi-
zation will, in turn, place redemption orders with the Funds. Generally,
each Fund will redeem its Service Shares upon request on any business day at
their NAV next determined after receipt of such request in proper form.
Redemption proceeds may be sent to recordholders by check or by wire (if the
wire instructions are on record).
A Service Organization may request redemptions in writing or by telephone if
the optional telephone redemption privilege is elected on the Account
Application.
<TABLE>
------------------------------------------------
<S> <C>
By Writing: Goldman Sachs Funds
4900 Sears Tower--60th Floor
Chicago, IL 60606-6372
------------------------------------------------
By Telephone: 1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York
time)
------------------------------------------------
</TABLE>
What Do I Need To Know About Telephone Redemption Requests?
The Trust, the Distributor, the Investment Adviser and the Transfer Agent
will not be liable for any loss you may incur in the event that the Trust
accepts unauthorized telephone redemption requests that the Trust reasonably
believes to be genuine. In an effort to prevent unauthorized or fraudulent
redemption and exchange
H-4
<PAGE>
SHAREHOLDER GUIDE
requests by telephone, Goldman Sachs employs reasonable procedures specified
by the Trust to confirm that such instructions are genuine. If reasonable
procedures are not employed, the Trust may be liable for any loss due to
unauthorized or fraudulent transactions. The following general policies are
currently in effect:
..All telephone requests are recorded.
..Any redemption request that requires money to go to an account or address
other than that designated on the Account Application must be in writing
and signed by an authorized person designated on the Account Application.
The written request may be confirmed by telephone with both the requesting
party and the designated bank account to verify instructions.
..The telephone redemption option may be modified or terminated at any time.
Note: It may be difficult to make telephone redemptions in times of drastic
economic or market conditions.
How Are Redemption Proceeds Paid?
By Wire: The Funds will arrange for redemption proceeds to be wired as fed-
eral funds to the bank account designated in the recordholder's Account
Application. The following general policies govern wiring redemption pro-
ceeds:
..Redemption proceeds will normally be wired on the next business day in fed-
eral funds (for a total of one business day delay), but may be paid up to
three business days following receipt of a properly executed wire transfer
redemption request. If the shares to be sold were recently paid for by
check, the Fund will pay the redemption proceeds when the check has
cleared, which may take up to 15 days. If the Federal Reserve Bank is
closed on the day that the redemption proceeds would ordinarily be wired,
wiring the redemption proceeds may be delayed one additional business day.
..To change the bank designated on your Account Application, you must send
written instructions signed by an authorized person designated on the
Account Application to the Service Organization.
..Neither the Trust, nor Goldman Sachs assume any responsibility for the per-
formance of intermediaries or your Service Organization in the transfer
process. If a problem with such performance arises, you should deal
directly with such intermediaries or Service Organization.
By Check: A recordholder may elect in writing to receive redemption proceeds
by check. Redemption proceeds paid by check will normally be mailed to the
address of record within three business days of receipt of a properly exe-
cuted redemption request. If the shares to be sold were recently paid for by
check, the Fund will pay the redemption proceeds when the check has cleared,
which may take up to 15 days.
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<PAGE>
What Else Do I Need To Know About Redemptions?
The following generally applies to redemption requests:
.. Additional documentation may be required when deemed appropriate by the
Transfer Agent. A redemption request will not be in proper form until such
additional documentation has been received.
.. Service Organizations are responsible for the timely transmittal of
redemption requests by their customers to the Transfer Agent. In order to
facilitate the timely transmittal of redemption requests, Service Organi-
zations may set times by which they must receive redemption requests.
Service Organizations may also require additional documentation from you.
The Trust reserves the right to:
.. Redeem the Service Shares of any Service Organization whose account bal-
ance falls below $50 as a result of a redemption. The Funds will not
redeem Service Shares on this basis if the value of the account falls
below the minimum account balance solely as a result of market conditions.
The Fund will give 60 days' prior written notice to allow a Service Organ-
ization to purchase sufficient additional shares of the Fund in order to
avoid such redemption.
.. Redeem the shares in other circumstances determined by the Board of Trust-
ees to be in the best interest of the Trust.
.. Pay redemptions by a distribution in-kind of securities (instead of cash).
If you receive redemption proceeds in-kind, you should expect to incur
transaction costs upon the disposition of those securities.
Can I Exchange My Investment From One Fund To Another?
A Service Organization may exchange Service Shares of a Fund at NAV for
Service Shares of any other Goldman Sachs Fund. The exchange privilege may
be materially modified or withdrawn at any time upon 60 days' written
notice.
<TABLE>
<CAPTION>
Instructions For Exchanging Shares:
-------------------------------------------------------------------
<S> <C> <C>
By Writing: .Write a letter of instruction that includes:
.The recordholder name(s) and signature(s)
.The account number
.The Fund names and Class of Shares
.The dollar amount to be exchanged
.Mail the request to:
Goldman Sachs Funds
4900 Sears Tower--60th Floor
Chicago, IL 60606-6372
-------------------------------------------------------------------
By Telephone: If you have elected the telephone redemption
privilege on your Account Application:
.1-800-621-2550
(8:00 a.m. to 4:00 p.m. New York time)
-------------------------------------------------------------------
</TABLE>
H-6
<PAGE>
SHAREHOLDER GUIDE
You should keep in mind the following factors when making or considering an
exchange:
..You should obtain and carefully read the prospectus of the Fund you are
acquiring before making an exchange.
..All exchanges which represent an initial investment in a Fund must satisfy
the minimum initial investment requirement of that Fund, except that this
requirement may be waived at the discretion of the Trust.
..Telephone exchanges normally will be made only to an identically registered
account.
..Shares may be exchanged among accounts with different names, addresses and
social security or other taxpayer identification numbers only if the
exchange instructions are in writing and are signed by an authorized person
designated on the Account Application.
..Exchanges are available only in states where exchanges may be legally made.
..It may be difficult to make telephone exchanges in times of drastic eco-
nomic or market conditions.
..Goldman Sachs may use reasonable procedures described under "What Do I Need
To Know About Telephone Redemption Requests?" in an effort to prevent unau-
thorized or fraudulent telephone exchange requests.
For federal income tax purposes, an exchange is treated as a redemption of
the shares surrendered in the exchange, on which you may be subject to tax,
followed by a purchase of shares received in the exchange. You should con-
sult your tax adviser concerning the tax consequences of an exchange.
What Types Of Reports Will Be Sent Regarding Investments In Service Shares?
Service Organizations will receive from the Funds annual reports containing
audited financial statements and semiannual reports. Service Organizations
will also be provided with a printed confirmation for each transaction in
their account and a monthly account statement. Service Organizations are
responsible for providing these or other reports to their customers who are
the beneficial owners of Service Shares in accordance with the rules that
apply to their accounts with the Service Organizations.
H-7
<PAGE>
Taxation
TAXABILITY OF DISTRIBUTIONS
Fund distributions are taxable to you as ordinary income (unless your
investment is in an IRA or other tax-advantaged account) to the extent they
are attributable to the Fund's net investment income, certain net realized
foreign exchange gains and net short-term capital gains. They are taxable as
long-term capital gains to the extent they are attributable to the Fund's
excess of net long-term capital gains over net short-term capital losses.
The tax status of any distribution is the same regardless of how long you
have been in the Fund and whether you reinvest in additional shares or take
the distribution as cash. Certain distributions paid by a Fund in January of
a given year may be taxable to shareholders as if received the prior Decem-
ber 31. The tax status and amounts of the distributions for each calendar
year will be detailed in your annual tax statement from the Fund.
A Fund's dividends that are paid to its corporate shareholders and are
attributable to qualifying dividends the Fund receives from U.S. domestic
corporations may be eligible, in the hands of the corporate shareholders,
for the corporate dividends-received deduction, subject to certain holding
period requirements and debt financing limitations.
Each Fund may be subject to foreign withholding or other foreign taxes on
income or gain from certain foreign securities. In general, the Funds may
deduct these taxes in computing their taxable income.
There are certain tax requirements that all Funds must follow in order to
avoid federal taxation. In its efforts to adhere to these requirements, the
Funds may have to limit their investment activity in some types of instru-
ments.
D-1
<PAGE>
TAXABILITY OF SALES AND EXCHANGES
Any sale or exchange of Fund shares may generate a tax liability (unless
your investment is in an IRA or other tax-advantaged account). Depending
upon the purchase or sale price of the shares you sell or exchange, you may
have a gain or a loss on the transaction.
You will recognize taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange for shares of another Fund, based on the
difference between your tax basis in the shares and the amount you receive
for them. (To aid in computing your tax basis, you generally should retain
your account statements for the periods that you hold shares.) Generally,
this gain or loss will be long-term or short-term depending on whether your
holding period for shares exceeds 12 months, except that, any loss recog-
nized on shares held for six months or less will be treated as a long-term
capital loss to the extent of any capital gain dividends that were received
with respect to the shares.
In addition to federal income taxes, you may be subject to state, local or
foreign taxes on payments received from a Fund or on the value of the shares
held by you. More tax information is provided in the Additional Statement.
You should also consult your own tax adviser for information regarding all
tax consequences applicable to your investments in the Funds.
D-2
<PAGE>
Appendix A
Additional Information on Portfolio Risks, Securities and Techniques
A. General Portfolio Risks
The Funds will be subject to the risks associated with equity securities.
"Equity securities" include common stocks, preferred stocks, interests in
real estate investment trusts, convertible debt obligations, convertible
preferred stocks, equity interests in trusts, partnerships, joint ventures,
limited liability companies and similar enterprises, warrants and stock pur-
chase rights. In general, stock values fluctuate in response to the activi-
ties of individual companies and in response to general market and economic
conditions. Accordingly, the value of the stocks that a Fund holds may
decline over short or extended periods. The stock markets tend to be cycli-
cal, with periods when stock prices generally rise and periods when prices
generally decline. The volatility of equity securities means that the value
of your investment in the Funds may increase or decrease. As of the date of
this Prospectus, certain stock markets were trading at or close to record
high levels and there can be no guarantee that such levels will continue.
To the extent that a Fund invests in fixed-income securities, that Fund will
also be subject to the risks associated with its fixed-income securities.
These risks include interest rate risk, credit risk and call/extension risk.
In general, interest rate risk involves the risk that when interest rates
decline, the market value of fixed-income securities tends to increase. Con-
versely, when interest rates increase, the market value of fixed-income
securities tends to decline. Credit risk involves the risk that an issuer
could default on its obligations, and a Fund will not recover its invest-
ment. Call risk and extension risk are normally present in mortgage-backed
securities and asset-backed securities. For example, homeowners have the
option to prepay their mortgages. Therefore, the duration of a security
backed by home mortgages can either shorten (call risk) or lengthen (exten-
sion risk). In general, if interest rates on new mortgage loans fall suffi-
ciently below the interest rates on existing outstanding mortgage loans, the
rate of prepayment would be expected to increase. Conversely, if mortgage
loan interest rates rise above the interest rates on existing outstanding
mortgage loans, the rate of prepayment would be expected to decrease. In
either case, a change in the prepayment rate can result in losses to invest-
ors.
The Investment Adviser will not consider the portfolio turnover rate a lim-
iting factor in making investment decisions for a Fund. A high rate of port-
folio turnover (100% or more) involves correspondingly greater expenses
which must be
D-3
<PAGE>
borne by a Fund and its shareholders. The portfolio turnover rate is calcu-
lated by dividing the lesser of the dollar amount of sales or purchases of
portfolio securities by the average monthly value of a Fund's portfolio
securities, excluding securities having a maturity at the date of purchase
of one year or less. See "Financial Highlights" in Appendix B for a state-
ment of the Funds' historical portfolio turnover rates.
The following sections provide further information on certain types of secu-
rities and investment techniques that may be used by the Funds, including
their associated risks. Additional information is provided in the Additional
Statement, which is available upon request. Among other things, the Addi-
tional Statement describes certain fundamental investment restrictions that
cannot be changed without shareholder approval. You should note, however,
that all investment objectives and policies not specifically designated as
fundamental are non-fundamental and may be changed without shareholder
approval. If there is a change in a Fund's investment objective, you should
consider whether that Fund remains an appropriate investment in light of
your then current financial position and needs.
B. Other Portfolio Risks
Risks of Investing in Small Capitalization Companies and REITs. Investments
in small capitalization companies and REITs involve greater risk and portfo-
lio price volatility than investments in larger capitalization stocks. Among
the reasons for the greater price volatility of these investments are the
less certain growth prospects of smaller firms and the lower degree of
liquidity in the markets for such securities. Small capitalization companies
and REITs may be thinly traded and may have to be sold at a discount from
current market prices or in small lots over an extended period of time. In
addition, these securities are subject to the risk that during certain peri-
ods the liquidity of particular issuers or industries, or all securities in
these investment categories, will shrink or disappear suddenly and without
warning as a result of adverse economic or market conditions, or adverse
investor perceptions whether or not accurate. Because of the lack of suffi-
cient market liquidity, a Fund may incur losses because it will be required
to effect sales at a disadvantageous time and only then at a substantial
drop in price. Small capitalization companies and REITs include "unseasoned"
issuers that do not have an established financial history; often have lim-
ited product lines, markets or financial resources; may depend on or use a
few key personnel for management; and may be susceptible to losses and risks
of bankruptcy. Transaction costs for these investments are often higher than
those of larger capitalization companies. Investments in small capitaliza-
tion companies and REITs may be more difficult to
D-4
<PAGE>
APPENDIX A
price precisely than other types of securities because of their characteris-
tics and lower trading volumes.
Risks of Foreign Investments. Foreign investments involve special risks that
are not typically associated with U.S. dollar denominated or quoted securi-
ties of U.S. issuers. Foreign investments may be affected by changes in cur-
rency rates, changes in foreign or U.S. laws or restrictions applicable to
such investments and changes in exchange control regulations (e.g., currency
blockage). A decline in the exchange rate of the currency (i.e., weakening
of the currency against the U.S. dollar) in which a portfolio security is
quoted or denominated relative to the U.S. dollar would reduce the value of
the portfolio security. In addition, if the currency in which a Fund
receives dividends, interest or other payments declines in value against the
U.S. dollar before such income is distributed as dividends to shareholders
or converted to U.S. dollars, the Fund may have to sell portfolio securities
to obtain sufficient cash to pay such dividends.
The introduction of a single currency, the euro, on January 1, 1999 for par-
ticipating nations in the European Economic and Monetary Union presents
unique uncertainties, including the legal treatment of certain outstanding
financial contracts after January 1, 1999 that refer to existing currencies
rather than the euro; the establishment and maintenance of exchange rates
for currencies being converted into the euro; the fluctuation of the euro
relative to non-euro currencies during the transition period from January 1,
1999 to December 31, 2001 and beyond; whether the interest rate, tax and
labor regimes of European countries participating in the euro will converge
over time; and whether the conversion of the currencies of other countries
that now are or may in the future become members of the European Union
("EU"), may have an impact on the euro. These or other factors, including
political and economic risks, could cause market disruptions, and could
adversely affect the value of securities held by the Funds.
Brokerage commissions, custodial services and other costs relating to
investment in international securities markets generally are more expensive
than in the United States. In addition, clearance and settlement procedures
may be different in foreign countries and, in certain markets, such proce-
dures have been unable to keep pace with the volume of securities transac-
tions, thus making it difficult to conduct such transactions.
Foreign issuers are not generally subject to uniform accounting, auditing
and financial reporting standards comparable to those applicable to U.S.
issuers. There may be less publicly available information about a foreign
issuer than about a U.S. issuer. In addition, there is generally less gov-
ernment regulation of foreign markets, companies and securities dealers than
in the United States. Foreign securities markets may have substantially less
volume than U.S. securities markets and secu-
D-5
<PAGE>
rities of many foreign issuers are less liquid and more volatile than secu-
rities of comparable domestic issuers. Efforts in foreign countries to reme-
diate potential Year 2000 problems are not as extensive as those in the
United States. As a result, the operations of foreign markets, foreign
issuers and foreign governments may be disrupted by the Year 2000 Problem,
and the investment portfolio of a Fund may be adversely affected. Further-
more, with respect to certain foreign countries, there is a possibility of
nationalization, expropriation or confiscatory taxation, imposition of with-
holding or other taxes on dividend or interest payments (or, in some cases,
capital gains), limitations on the removal of funds or other assets of the
Funds, and political or social instability or diplomatic developments which
could affect investments in those countries.
Concentration of a Fund's assets in one or a few countries and currencies
will subject a Fund to greater risks than if a Fund's assets were not geo-
graphically concentrated.
Investment in sovereign debt obligations by certain Funds involves risks not
present in debt obligations of corporate issuers. The issuer of the debt or
the governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due in accordance
with the terms of such debt, and a Fund may have limited recourse to compel
payment in the event of a default. Periods of economic uncertainty may
result in the volatility of market prices of sovereign debt, and in turn a
Fund's NAV, to a greater extent than the volatility inherent in debt obliga-
tions of U.S. issuers.
A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign currency reserves, the avail-
ability of sufficient foreign exchange on the date a payment is due, the
relative size of the debt service burden to the economy as a whole, the sov-
ereign debtor's policy toward international lenders, and the political
constraints to which a sovereign debtor may be subject.
Investments in foreign securities may take the form of sponsored and
unsponsored American Depository Receipts ("ADRs") and Global Depository
Receipts ("GDRs"). Certain Funds may also invest in European Depository
Receipts ("EDRs") or other similar instruments representing securities of
foreign issuers. ADRs represent the right to receive securities of foreign
issuers deposited in a domestic bank or a correspondent bank. Prices of ADRs
are quoted in U.S. dollars, and ADRs are traded in the United States. EDRs
and GDRs are receipts evidencing an arrangement with a non-U.S. bank. EDRs
and GDRs are not necessarily quoted in the same currency as the underlying
security.
D-6
<PAGE>
APPENDIX A
Risks of Emerging Countries. Certain Funds may invest in securities of
issuers located in emerging countries. The risks of foreign investment are
heightened when the issuer is located in an emerging country. Emerging coun-
tries are generally located in the Asia-Pacific region, Eastern Europe,
Latin and South America and Africa. A Fund's purchase and sale of portfolio
securities in certain emerging countries may be constrained by limitations
as to daily changes in the prices of listed securities, periodic trading or
settlement volume and/or limitations on aggregate holdings of foreign
investors. Such limitations may be computed based on the aggregate trading
volume by or holdings of a Fund, the Investment Adviser, its affiliates and
their respective clients and other service providers. A Fund may not be able
to sell securities in circumstances where price, trading or settlement vol-
ume limitations have been reached.
Foreign investment in the securities markets of certain emerging countries
is restricted or controlled to varying degrees which may limit investment in
such countries or increase the administrative costs of such investments. For
example, certain Asian countries require governmental approval prior to
investments by foreign persons or limit investment by foreign persons to
only a specified percentage of an issuer's outstanding securities or a spe-
cific class of securities which may have less advantageous terms (including
price) than securities of the issuer available for purchase by nationals. In
addition, certain countries may restrict or prohibit investment opportuni-
ties in issuers or industries deemed important to national interests. Such
restrictions may affect the market price, liquidity and rights of securities
that may be purchased by a Fund. The repatriation of both investment income
and capital from certain emerging countries is subject to restrictions such
as the need for governmental consents. Due to restrictions on direct invest-
ment in equity securities in certain Asian countries, it is anticipated that
a Fund may invest in such countries through other investment funds in such
countries.
Many emerging countries have experienced currency devaluations and substan-
tial (and, in some cases, extremely high) rates of inflation, which have had
a negative effect on the economies and securities markets of such emerging
countries. Economies in emerging countries generally are dependent heavily
upon commodity prices and international trade and, accordingly, have been
and may continue to be affected adversely by the economies of their trading
partners, trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by
the countries with which they trade.
Many emerging countries are subject to a substantial degree of economic,
political and social instability. Governments of some emerging countries are
authoritarian
D-7
<PAGE>
in nature or have been installed or removed as a result of military coups,
while governments in other emerging countries have periodically used force
to suppress civil dissent. Disparities of wealth, the pace and success of
democratization, and ethnic, religious and racial disaffection, among other
factors, have also led to social unrest, violence and/or labor unrest in
some emerging countries. Unanticipated political or social developments may
result in sudden and significant investment losses. Investing in emerging
countries involves greater risk of loss due to expropriation, nationaliza-
tion, confiscation of assets and property or the imposition of restrictions
on foreign investments and on repatriation of capital invested.
A Fund's investment in emerging countries may also be subject to withholding
or other taxes, which may be significant and may reduce the return from an
investment in such country to the Fund.
Settlement procedures in emerging countries are frequently less developed
and reliable than those in the United States and often may involve a Fund's
delivery of securities before receipt of payment for their sale. In addi-
tion, significant delays are common in certain markets in registering the
transfer of securities. Settlement or registration problems may make it more
difficult for a Fund to value its portfolio securities and could cause the
Fund to miss attractive investment opportunities, to have a portion of its
assets uninvested or to incur losses due to the failure of a counterparty to
pay for securities the Fund has delivered or the Fund's inability to com-
plete its contractual obligations. The creditworthiness of the local securi-
ties firms used by the Fund in emerging countries may not be as sound as the
creditworthiness of firms used in more developed countries. As a result, the
Fund may be subject to a greater risk of loss if a securities firm defaults
in the performance of its responsibilities.
The small size and inexperience of the securities markets in certain emerg-
ing countries and the limited volume of trading in securities in those coun-
tries may make a Fund's investments in such countries less liquid and more
volatile than investments in countries with more developed securities mar-
kets (such as the United States, Japan and most Western European countries).
A Fund's investments in emerging countries are subject to the risk that the
liquidity of a particular investment, or investments generally, in such
countries will shrink or disappear suddenly and without warning as a result
of adverse economic, market or political conditions or adverse investor per-
ceptions, whether or not accurate. Because of the lack of sufficient market
liquidity, a Fund may incur losses because it will be required to effect
sales at a disadvantageous time and only then at a substantial drop in
price. Investments in emerging countries may be more difficult to price pre-
cisely because of the characteristics discussed above and lower trading vol-
umes.
D-8
<PAGE>
APPENDIX A
A Fund's use of foreign currency management techniques in emerging countries
may be limited. Due to the limited market for these instruments in emerging
countries, the Investment Adviser does not currently anticipate that a sig-
nificant portion of the Funds' currency exposure in emerging countries, if
any, will be covered by such instruments.
Risks of Derivative Investments. A Fund's transactions, if any, in options,
futures, options on futures, swaps, interest rate caps, floors and collars,
structured securities and currency transactions involve additional risk of
loss. Loss can result from a lack of correlation between changes in the
value of derivative instruments and the portfolio assets (if any) being
hedged, the potential illiquidity of the markets for derivative instruments,
or the risks arising from margin requirements and related leverage factors
associated with such transactions. The use of these management techniques
also involves the risk of loss if the Investment Adviser is incorrect in its
expectation of fluctuations in securities prices, interest rates or currency
prices. Each Fund may also invest in derivative investments for non-hedging
purposes (that is, to seek to increase total return). Investing for non-
hedging purposes is considered a speculative practice and presents even
greater risk of loss.
Risks of Illiquid Securities. Each Fund may invest up to 15% of its net
assets in illiquid securities which cannot be disposed of in seven days in
the ordinary course of business at fair value. Illiquid securities include:
..Both domestic and foreign securities that are not readily marketable
..Certain stripped mortgage-backed securities
..Repurchase agreements and time deposits with a notice or demand period of
more than seven days
..Certain over-the-counter options
..Certain restricted securities, unless it is determined, based upon a review
of the trading markets for a specific restricted security, that such
restricted security is eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 ("144A Securities") and, therefore, is liquid
Investing in 144A Securities may decrease the liquidity of a Fund's portfo-
lio to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. The purchase price
and subsequent valuation of restricted and illiquid securities normally
reflect a discount, which may be significant, from the market price of com-
parable securities for which a liquid market exists.
Credit Risks. Debt securities purchased by the Funds may include securities
(including zero coupon bonds) issued by the U.S. government (and its agen-
cies, instrumentalities and sponsored enterprises), foreign governments,
domestic and
D-9
<PAGE>
foreign corporations, banks and other issuers. Further information is pro-
vided in the Additional Statement.
Debt securities rated BBB or higher by Standard & Poor's or Baa or higher by
Moody's are considered "investment grade." Securities rated BBB or Baa are
considered medium-grade obligations with speculative characteristics, and
adverse economic conditions or changing circumstances may weaken their
issuers' capacity to pay interest and repay principal. A security will be
deemed to have met a rating requirement if it receives the minimum required
rating from at least one such rating organization even though it has been
rated below the minimum rating by one or more other rating organizations, or
if unrated by such rating organizations, determined by the Investment
Adviser to be of comparable credit quality.
Certain Funds may invest in fixed-income securities rated BB or Ba or below
(or comparable unrated securities) which are commonly referred to as "junk
bonds." Junk bonds are considered predominantly speculative and may be ques-
tionable as to principal and interest payments.
In some cases, junk bonds may be highly speculative, have poor prospects for
reaching investment grade standing and be in default. As a result, invest-
ment in such bonds will present greater speculative risks than those associ-
ated with investment in investment grade bonds. Also, to the extent that the
rating assigned to a security in a Fund's portfolio is downgraded by a rat-
ing organization, the market price and liquidity of such security may be
adversely affected.
Temporary Investment Risks. Each Fund may, for temporary defensive purposes,
invest a certain percentage of its total assets in:
..U.S. government securities
..Commercial paper rated at least A-2 by Standard & Poor's or P-2 by Moody's
..Certificates of deposit
..Bankers' acceptances
..Repurchase agreements
..Non-convertible preferred stocks and non-convertible corporate bonds with a
remaining maturity of less than one year
When a Fund's assets are invested in such instruments, the Fund may not be
achieving its investment objective.
C. Portfolio Securities and Techniques
This section provides further information on certain types of securities and
investment techniques that may be used by the Funds, including their associ-
ated risks.
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<PAGE>
APPENDIX A
Further information is provided in the Additional Statement, which is avail-
able upon request.
Convertible Securities. Each Fund may invest in convertible securities. Con-
vertible securities are preferred stock or debt obligations that are con-
vertible into common stock. Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar qual-
ity. Convertible securities in which a Fund invests are subject to the same
rating criteria as its other investments in fixed-income securities. Con-
vertible securities have both equity and fixed-income risk characteristics.
Like all fixed-income securities, the value of convertible securities is
susceptible to the risk of market losses attributable to changes in interest
rates. Generally, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline. However, when the market price of the common stock underlying
a convertible security exceeds the conversion price of the convertible secu-
rity, the convertible security tends to reflect the market price of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security, like a fixed-income security, tends to
trade increasingly on a yield basis, and thus may not decline in price to
the same extent as the underlying common stock.
Foreign Currency Transactions. A Fund may, to the extent consistent with its
investment policies, purchase or sell foreign currencies on a cash basis or
through forward contracts. A forward contract involves an obligation to pur-
chase or sell a specific currency at a future date at a price set at the
time of the contract. A Fund may engage in foreign currency transactions for
hedging purposes and to seek to protect against anticipated changes in
future foreign currency exchange rates. In addition, certain Funds may also
enter into such transactions to seek to increase total return, which is con-
sidered a speculative practice.
Some Funds may also engage in cross-hedging by using forward contracts in a
currency different from that in which the hedged security is denominated or
quoted if the Investment Adviser determines that there is a pattern of cor-
relation between the two currencies. A Fund may hold foreign currency
received in connection with investments in foreign securities when, in the
judgment of the Investment Adviser, it would be beneficial to convert such
currency into U.S. dollars at a later date (e.g., the Investment Adviser may
anticipate the foreign currency to appreciate against the U.S. dollar).
Currency exchange rates may fluctuate significantly over short periods of
time, causing, along with other factors, a Fund's NAV to fluctuate (when the
Fund's NAV fluctuates, the value of your shares may go up or down). Currency
exchange rates also can be affected unpredictably by the intervention of
U.S. or foreign
D-11
<PAGE>
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad.
The market in forward foreign currency exchange contracts, currency swaps
and other privately negotiated currency instruments offers less protection
against defaults by the other party to such instruments than is available
for currency instruments traded on an exchange. Such contracts are subject
to the risk that the counterparty to the contract will default on its obli-
gations. Since these contracts are not guaranteed by an exchange or clear-
inghouse, a default on a contract would deprive a Fund of unrealized prof-
its, transaction costs or the benefits of a currency hedge or could force
the Fund to cover its purchase or sale commitments, if any, at the current
market price.
Structured Securities. Each Fund may invest in structured securities. Struc-
tured securities are securities whose value is determined by reference to
changes in the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the "Reference") or the relative
change in two or more References. The interest rate or the principal amount
payable upon maturity or redemption may be increased or decreased depending
upon changes in the applicable Reference. Structured securities may be posi-
tively or negatively indexed, so that appreciation of the Reference may pro-
duce an increase or decrease in the interest rate or value of the security
at maturity. In addition, changes in the interest rates or the value of the
security at maturity may be a multiple of changes in the value of the Refer-
ence. Consequently, structured securities may present a greater degree of
market risk than other types of fixed-income securities and may be more vol-
atile, less liquid and more difficult to price accurately than less complex
securities.
REITs. Each Fund may invest in REITS. REITS are pooled investment vehicles
that invest primarily in either real estate or real estate related loans.
The value of a REIT is affected by changes in the value of the properties
owned by the REIT or securing mortgage loans held by the REIT. REITs are
dependent upon the ability of the REITs' managers, and are subject to heavy
cash flow dependency, default by borrowers and the qualification of the
REITs under applicable regulatory requirements for favorable income tax
treatment. REITs are also subject to risks generally associated with invest-
ments in real estate including possible declines in the value of real
estate, general and local economic conditions, environmental problems and
changes in interest rates. To the extent that assets underlying a REIT are
concentrated geographically, by property type or in certain other respects,
these risks may be heightened. A Fund will indirectly bear its proportionate
share of any expenses, including management fees, paid by a REIT in which it
invests.
D-12
<PAGE>
APPENDIX A
Options on Securities, Securities Indices and Foreign Currencies. A put
option gives the purchaser of the option the right to sell, and the writer
(seller) of the option the obligation to buy, the underlying instrument dur-
ing the option period. A call option gives the purchaser of the option the
right to buy, and the writer (seller) of the option the obligation to sell,
the underlying instrument during the option period. Each Fund may write
(sell) covered call and put options and purchase put and call options on any
securities in which they may invest or on any securities index comprised of
securities in which they may invest. A Fund may also, to the extent that it
invests in foreign securities, purchase and sell (write) put and call
options on foreign currencies.
The writing and purchase of options is a highly specialized activity which
involves special investment risks. Options may be used for either hedging or
cross-hedging purposes, or to seek to increase total return (which is con-
sidered a speculative activity). The successful use of options depends in
part on the ability of the Investment Adviser to manage future price fluctu-
ations and the degree of correlation between the options and securities (or
currency) markets. If the Investment Adviser is incorrect in its expectation
of changes in market prices or determination of the correlation between the
instruments or indices on which options are written and purchased and the
instruments in a Fund's investment portfolio, the Fund may incur losses that
it would not otherwise incur. The use of options can also increase a Fund's
transaction costs. Options written or purchased by the Funds may be traded
on either U.S. or foreign exchanges or over-the-counter. Foreign and over-
the-counter options will present greater possibility of loss because of
their greater illiquidity and credit risks.
Futures Contracts and Options on Futures Contracts. Futures contracts are
standardized, exchange-traded contracts that provide for the sale or pur-
chase of a specified financial instrument or currency at a future time at a
specified price. An option on a futures contract gives the purchaser the
right (and the writer of the option the obligation) to assume a position in
a futures contract at a specified exercise price within a specified period
of time. A futures contract may be based on various securities (such as U.S.
government securities), foreign currencies, securities indices and other
financial instruments and indices. The Funds may engage in futures transac-
tions on both U.S. and foreign exchanges.
Each Fund may purchase and sell futures contracts, and purchase and write
call and put options on futures contracts, in order to seek to increase
total return or to hedge against changes in interest rates, securities
prices or, to the extent a Fund invests in foreign securities, currency
exchange rates, or to otherwise manage their term structures, sector selec-
tion and durations in accordance with their investment objectives and poli-
cies. Each Fund may also enter into closing purchase and sale
D-13
<PAGE>
transactions with respect to such contracts and options. A Fund will engage
in futures and related options transactions for bona fide hedging purposes
as defined in regulations of the Commodity Futures Trading Commission or to
seek to increase total return to the extent permitted by such regulations. A
Fund may not purchase or sell futures contracts or purchase or sell related
options to seek to increase total return, except for closing purchase or
sale transactions, if immediately thereafter the sum of the amount of ini-
tial margin deposits and premiums paid on the Fund's outstanding positions
in futures and related options entered into for the purpose of seeking to
increase total return would exceed 5% of the market value of the Fund's net
assets.
Futures contracts and related options present the following risks:
..While a Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency
exchange rates may result in poorer overall performance than if the Fund
had not entered into any futures contracts or options transactions.
..Because perfect correlation between a futures position and portfolio posi-
tion that is intended to be protected is impossible to achieve, the desired
protection may not be obtained and a Fund may be exposed to additional risk
of loss.
..The loss incurred by a Fund in entering into futures contracts and in writ-
ing call options on futures is potentially unlimited and may exceed the
amount of the premium received.
..Futures markets are highly volatile and the use of futures may increase the
volatility of a Fund's NAV.
..As a result of the low margin deposits normally required in futures trad-
ing, a relatively small price movement in a futures contract may result in
substantial losses to a Fund.
..Futures contracts and options on futures may be illiquid, and exchanges may
limit fluctuations in futures contract prices during a single day.
..Foreign exchanges may not provide the same protection as U.S. exchanges.
Equity Swaps. Each Fund may invest in equity swaps. Equity swaps allow the
parties to a swap agreement to exchange the dividend income or other compo-
nents of return on an equity investment (for example, a group of equity
securities or an index) for a component of return on another non-equity or
equity investment.
An equity swap may be used by a Fund to invest in a market without owning or
taking physical custody of securities in circumstances in which direct
investment may be restricted for legal reasons or is otherwise impractical.
Equity swaps are derivatives and their value can be very volatile. To the
extent that the Investment Adviser does not accurately analyze and predict
the potential relative fluctuation of the components swapped with another
party, a Fund may suffer a loss. The
D-14
<PAGE>
APPENDIX A
value of some components of an equity swap (such as the dividends on a com-
mon stock) may also be sensitive to changes in interest rates. Furthermore,
a Fund may suffer a loss if the counterparty defaults.
When-Issued Securities and Forward Commitments. Each Fund may purchase when-
issued securities and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. When-issued
securities are securities that have been authorized, but not yet issued.
When-issued securities are purchased in order to secure what is considered
to be an advantageous price and yield to the Fund at the time of entering
into the transaction. A forward commitment involves the entering into a con-
tract to purchase or sell securities for a fixed price at a future date
beyond the customary settlement period.
The purchase of securities on a when-issued or forward commitment basis
involves a risk of loss if the value of the security to be purchased
declines before the settlement date. Conversely, the sale of securities on a
forward commitment basis involves the risk that the value of the securities
sold may increase before the settlement date. Although a Fund will generally
purchase securities on a when-issued or forward commitment basis with the
intention of acquiring securities for its portfolio, a Fund may dispose of
when-issued securities or forward commitments prior to settlement if the
Investment Adviser deems it appropriate.
Repurchase Agreements. Repurchase agreements involve the purchase of securi-
ties subject to the seller's agreement to repurchase them at a mutually
agreed upon date and price. Each Fund may enter into repurchase agreements
with primary dealers in U.S. government securities and member banks of the
Federal Reserve System which furnish collateral at least equal in value or
market price to the amount of their repurchase obligation.
If the other party or "seller" defaults, a Fund might suffer a loss to the
extent that the proceeds from the sale of the underlying securities and
other collateral held by the Fund are less than the repurchase price and the
Fund's costs associated with delay and enforcement of the repurchase agree-
ment. In addition, in the event of bankruptcy of the seller, a Fund could
suffer additional losses if a court determines that the Fund's interest in
the collateral is not enforceable.
In evaluating whether to enter into a repurchase agreement, the Investment
Adviser will carefully consider the creditworthiness of the seller. Certain
Funds, together with other registered investment companies having advisory
agreements with the Investment Adviser or any of its affiliates, may trans-
fer uninvested cash balances into a single joint account, the daily aggre-
gate balance of which will be invested in one or more repurchase agreements.
D-15
<PAGE>
Lending of Portfolio Securities. Each Fund may engage in securities lending.
Securities lending involves the lending of securities owned by a Fund to
financial institutions such as certain broker-dealers. The borrowers are
required to secure their loan continuously with cash, cash equivalents, U.S.
government securities or letters of credit in an amount at least equal to
the market value of the securities loaned. Cash collateral may be invested
in cash equivalents. If the Investment Adviser determines to make securities
loans, the value of the securities loaned may not exceed 33 1/3% of the
value of the total assets of a Fund (including the loan collateral).
A Fund may lend its securities to increase its income. A Fund may, however,
experience delay in the recovery of its securities if the institution with
which it has engaged in a portfolio loan transaction breaches its agreement
with the Fund.
Short Sales Against-the-Box. Certain Funds may make short sales against-the-
box. A short sale against-the-box means that at all times when a short posi-
tion is open the Fund will own an equal amount of securities sold short, or
securities convertible into or exchangeable for, without payment of any fur-
ther consideration, an equal amount of the securities of the same issuer as
the securities sold short.
Preferred Stock, Warrants and Rights. Each Fund may invest in preferred
stock, warrants and rights. Preferred stocks are securities that represent
an ownership interest providing the holder with claims on the issuer's earn-
ings and assets before common stock owners but after bond owners. Unlike
debt securities, the obligations of an issuer of preferred stock, including
dividend and other payment obligations, may not typically be accelerated by
the holders of such preferred stock on the occurrence of an event of default
or other non-compliance by the issuer of the preferred stock.
Warrants and other rights are options to buy a stated number of shares of
common stock at a specified price at any time during the life of the war-
rant. The holders of warrants and rights have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.
Other Investment Companies. Each Fund may invest in securities of other
investment companies (including SPDRs and WEBs, as defined below) subject to
statutory limitations prescribed by the Act. These limitations include a
prohibition on any Fund acquiring more than 3% of the voting shares of any
other investment company, and a prohibition on investing more than 5% of a
Fund's total assets in securities of any one investment company or more than
10% of its total assets in securities of all investment companies. A Fund
will indirectly bear its proportionate share of any management fees and
other expenses paid by such other invest-
D-16
<PAGE>
APPENDIX A
ment companies. Such other investment companies will have investment objec-
tives, policies and restrictions substantially similar to those of the
acquiring Fund and will be subject to substantially the same risks.
..Standard & Poor's Depository Receipts. The Funds may, consistent with their
investment policies, purchase Standard & Poor's Depository Receipts
("SPDRs"). SPDRs are securities traded on the American Stock Exchange
("AMEX") that represent ownership in the SPDR Trust, a trust which has been
established to accumulate and hold a portfolio of common stocks that is
intended to track the price performance and dividend yield of the S&P 500.
The SPDR Trust is sponsored by a subsidiary of the AMEX. SPDRs may be used
for several reasons, including, but not limited to, facilitating the han-
dling of cash flows or trading, or reducing transaction costs. The price
movement of SPDRs may not perfectly parallel the price action of the S&P
500.
..World Equity Benchmark Shares. World Equity Benchmark Shares ("WEBS") are
shares of an investment company that invests substantially all of its
assets in securities included in the MSCI indices for specified countries.
WEBS are listed on the AMEX and were initially offered to the public in
1996. The market prices of WEBS are expected to fluctuate in accordance
with both changes in the NAVs of their underlying indices and supply and
demand of WEBS on the AMEX. To date, WEBS have traded at relatively modest
discounts and premiums to their NAVs. However, WEBS have a limited operat-
ing history and information is lacking regarding the actual performance and
trading liquidity of WEBS for extended periods or over complete market
cycles. In addition, there is no assurance that the requirements of the
AMEX necessary to maintain the listing of WEBS will continue to be met or
will remain unchanged. In the event substantial market or other disruptions
affecting WEBS should occur in the future, the liquidity and value of a
Fund's shares could also be substantially and adversely affected. If such
disruptions were to occur, a Fund could be required to reconsider the use
of WEBS as part of its investment strategy.
Unseasoned Companies. Each Fund may invest in companies (including predeces-
sors) which have operated less than three years, except that this limitation
does not apply to debt securities which have been rated investment grade or
better by at least one NRSRO. The securities of such companies may have lim-
ited liquidity, which can result in their being priced higher or lower than
might otherwise be the case. In addition, investments in unseasoned compa-
nies are more speculative and entail greater risk than do investments in
companies with an established operating record.
D-17
<PAGE>
Corporate Debt Obligations. Corporate debt obligations include bonds, notes,
debentures and other obligations of corporations to pay interest and repay
principal, and include securities issued by banks and other financial insti-
tutions. Each Fund may invest in corporate debt obligations issued by U.S.
and certain non-U.S. issuers which issue securities denominated in the U.S.
dollar (including Yankee and Euro obligations). In addition to obligations
of corporations, corporate debt obligations include securities issued by
banks and other financial institutions and supranational entities (i.e., the
World Bank, the International Monetary Fund, etc.).
Bank Obligations. Each Fund may invest in obligations issued or guaranteed
by U.S. or foreign banks. Bank obligations, including without limitations,
time deposits, bankers' acceptances and certificates of deposit, may be gen-
eral obligations of the parent bank or may be limited to the issuing branch
by the terms of the specific obligations or by government regulations. Banks
are subject to extensive but different governmental regulations which may
limit both the amount and types of loans which may be made and interest
rates which may be charged. In addition, the profitability of the banking
industry is largely dependent upon the availability and cost of funds for
the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important
part in the operation of this industry.
U.S. Government Securities and Related Custodial Receipts. Each Fund may
invest in U.S. government securities and related custodial receipts. U.S.
government securities include U.S. Treasury obligations and obligations
issued or guaranteed by U.S. government agencies, instrumentalities or spon-
sored enterprises. U.S. government securities may be supported by (a) the
full faith and credit of the U.S. Treasury (such as the Government National
Mortgage Association ("Ginnie Mae")); (b) the right of the issuer to borrow
from the U.S. Treasury (such as securities of the Student Loan Marketing
Association); (c) the discretionary authority of the U.S. government to pur-
chase certain obligations of the issuer (such as the Federal National Mort-
gage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation
("Freddie Mac")); or (d) only the credit of the issuer. U.S. government
securities also include Treasury receipts, zero coupon bonds and other
stripped U.S. government securities, where the interest and principal compo-
nents of stripped U.S. government securities are traded independently.
Interests in U.S. government securities may be purchased in the form of cus-
todial receipts that evidence ownership of future interest payments, princi-
pal payments or both on certain notes or bonds issued or guaranteed as to
principal and interest by the U.S. government, its agencies, instrumentali-
ties, political subdivisions or
D-18
<PAGE>
APPENDIX A
authorities. For certain securities law purposes, custodial receipts are not
considered obligations of the U.S. government.
Mortgage-Backed Securities. Certain Funds may invest in mortgage-backed
securities. Mortgage-backed securities represent direct or indirect partici-
pations in, or are collateralized by and payable from, mortgage loans
secured by real property. Mortgage-backed securities can be backed by either
fixed rate mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity. Privately issued
mortgage-backed securities are normally structured with one or more types of
"credit enhancement." However, these mortgage-backed securities typically do
not have the same credit standing as U.S. government guaranteed mortgage-
backed securities.
Mortgage-backed securities may include multiple class securities, including
collateralized mortgage obligations ("CMOs") and Real Estate Mortgage
Investment Conduit ("REMIC") pass-through or participation certificates.
CMOs provide an investor with a specified interest in the cash flow from a
pool of underlying mortgages or of other mortgage-backed securities. CMOs
are issued in multiple classes. In most cases, payments of principal are
applied to the CMO classes in the order of their respective stated maturi-
ties, so that no principal payments will be made on a CMO class until all
other classes having an earlier stated maturity date are paid in full. A
REMIC is a CMO that qualifies for special tax treatment and invests in cer-
tain mortgages principally secured by interests in real property and other
permitted investments.
Mortgaged-backed securities also include stripped mortgage-backed securities
("SMBS"), which are derivative multiple class mortgage-backed securities.
SMBS are usually structured with two different classes: one that receives
100% of the interest payments and the other that receives 100% of the prin-
cipal payments from a pool of mortgage loans. The market value of SMBS con-
sisting entirely of principal payments generally is unusually volatile in
response to changes in interest rates. The yields on SMBS that receive all
or most of the interest from mortgage loans are generally higher than pre-
vailing market yields on other mortgage-backed securities because their cash
flow patterns are more volatile and there is a greater risk that the initial
investment will not be fully recouped.
Asset-Backed Securities. Certain Funds may invest in asset-backed securi-
ties. Asset-backed securities are securities whose principal and interest
payments are collateralized by pools of assets such as auto loans, credit
card receivables, leases, installment contracts and personal property.
Asset-backed securities are often subject to more rapid repayment than their
stated maturity date would indicate as a result of the pass-through of pre-
payments of principal on the underlying loans. During periods of declining
interest rates, prepayment of loans underlying asset-
D-19
<PAGE>
backed securities can be expected to accelerate. Accordingly, a Fund's abil-
ity to maintain positions in such securities will be affected by reductions
in the principal amount of such securities resulting from prepayments, and
its ability to reinvest the returns of principal at comparable yields is
subject to generally prevailing interest rates at that time. Asset-backed
securities present credit risks that are not presented by mortgage-backed
securities. This is because asset-backed securities generally do not have
the benefit of a security interest in collateral that is comparable to mort-
gage assets. There is the possibility that, in some cases, recoveries on
repossessed collateral may not be available to support payments on these
securities. In the event of a default, a Fund may suffer a loss if it cannot
sell collateral quickly and receive the amount it is owed.
Borrowings. Each Fund can borrow money from banks and other financial insti-
tutions in amounts not exceeding one-third of their total assets for tempo-
rary or emergency purposes. A Fund may not make additional investments if
borrowings exceed 5% of its total assets.
D-20
<PAGE>
Appendix A
Mortgage Dollar Rolls. Certain Funds may enter into mortgage dollar rolls. A
mortgage dollar roll involves the sale by a Fund of securities for delivery
in the current month. The Fund simultaneously contracts with the same
counterparty to repurchase substantially similar (same type, coupon and
maturity) but not identical securities on a specified future date. During
the roll period, the Fund loses the right to receive principal and interest
paid on the securities sold. However, the Fund benefits to the extent of any
difference between (a) the price received for the securities sold and (b)
the lower forward price for the future purchase and/or fee income plus the
interest earned on the cash proceeds of the securities sold. Unless the ben-
efits of a mortgage dollar roll exceed the income, capital appreciation and
gain or loss due to mortgage prepayments that would have been realized on
the securities sold as part of the roll, the use of this technique will
diminish the Fund's performance.
Successful use of mortgage dollar rolls depends upon the Investment Advis-
er's ability to predict correctly interest rates and mortgage prepayments.
If the Investment Adviser is incorrect in its prediction, a Fund may experi-
ence a loss. For financial reporting and tax purposes, the Funds treat mort-
gage dollar rolls as two separate transactions: one involving the purchase
of a security and a separate transaction involving a sale. The Funds do not
currently intend to enter into mortgage dollar rolls that are accounted for
as a financing and do not treat them as borrowings.
Yield Curve Options. Certain Funds may enter into options on the yield
"spread" or differential between two securities. Such transactions are
referred to as "yield curve" options. In contrast to other types of options,
a yield curve option is based on the difference between the yields of desig-
nated securities, rather than the prices of the individual securities, and
is settled through cash payments. Accordingly, a yield curve option is prof-
itable to the holder if this differential widens (in the case of a call) or
narrows (in the case of a put), regardless of whether the yields of the
underlying securities increase or decrease.
The trading of yield curve options is subject to all of the risks associated
with the trading of other types of options. In addition, such options pres-
ent a risk of loss even if the yield of one of the underlying securities
remains constant, or if the spread moves in a direction or to an extent
which was not anticipated.
Reverse Repurchase Agreements. Certain Funds may enter into reverse repur-
chase agreements. Reverse repurchase agreements involve the sale of securi-
ties
E-1
<PAGE>
held by a Fund subject to the Fund's agreement to repurchase them at a mutu-
ally agreed upon date and price (including interest). These transactions may
be entered into as a temporary measure for emergency purposes or to meet
redemption requests. Reverse repurchase agreements may also be entered into
when the Investment Adviser expects that the interest income to be earned
from the investment of the transaction proceeds will be greater than the
related interest expense. Reverse repurchase agreements involve leveraging.
If the securities held by a Fund decline in value while these transactions
are outstanding, the NAV of the Fund's outstanding shares will decline in
value by proportionately more than the decline in value of the securities.
In addition, reverse repurchase agreements involve the risk that the inter-
est income earned by a Fund (from the investment of the proceeds) will be
less than the interest expense of the transaction, that the market value of
the securities sold by a Fund will decline below the price the Fund is obli-
gated to pay to repurchase the securities, and that the securities may not
be returned to the Fund.
Municipal Securities. Certain Funds may invest in securities and instruments
issued by state and local government issuers. Municipal securities in which
a Fund may invest consist of bonds, notes, commercial paper and other
instruments (including participating interest in such securities) issued by
or on behalf of states, territories and possessions of the United States
(including the District of Columbia) and their political subdivisions, agen-
cies or instrumentalities. Such securities may pay fixed, variable or float-
ing rates of interest. Municipal securities are often issued to obtain funds
for various public purposes, including the construction of a wide range of
public facilities such as bridges, highways, housing, hospitals, mass trans-
portation, schools, streets and water and sewer works. Other public purposes
for which municipal securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses, and obtaining
funds to lend to other public institutions and facilities. Municipal securi-
ties in which a Fund may invest include private activity bonds, municipal
leases, certificates of participation, pre-funded municipal securities and
auction rate securities.
Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps and Inter-
est Rate Caps, Floors and Collars. Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or
receive interest, such as an exchange of fixed-rate payments for floating
rate payments. Mortgage swaps are similar to interest rate swaps in that
they represent commitments to pay and receive interest. The notional princi-
pal amount, however, is tied to a reference pool or pools of mortgages.
Credit swaps involve the receipt of floating or fixed rate payments in
exchange for assuming potential credit losses of an underlying security.
Credit swaps give one party to a transaction the right to dispose of or
acquire an asset (or group of assets), or the right to receive or make a
payment
E-2
<PAGE>
APPENDIX A
from the other party, upon the occurrence of specified credit events. Cur-
rency swaps involve the exchange of the parties' respective rights to make
or receive payments in specified currencies. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index
exceeds a predetermined interest rate, to receive payment of interest on a
notional principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent
that a specified index falls below a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling
the interest rate floor. An interest rate collar is the combination of a cap
and a floor that preserves a certain return within a predetermined range of
interest rates.
Certain Funds may enter into swap transactions for hedging purposes or to
seek to increase total return. The use of interest rate, mortgage, credit
and currency swaps, as well as interest rate caps, floors and collars, is a
highly specialized activity which involves investment techniques and risks
different from those associated with ordinary portfolio securities transac-
tions. If the Investment Adviser is incorrect in its forecasts of market
value, interest rates and currency exchange rates, the investment perfor-
mance of a Fund would be less favorable than it would have been if these
investment techniques were not used.
Loan Participations. Certain Funds may invest in loan participations. A loan
participation is an interest in a loan to a U.S. or foreign company or other
borrower which is administered and sold by a financial intermediary. A Fund
may only invest in loans to issuers in whose obligations it may otherwise
invest. Loan participation interests may take the form of a direct or co-
lending relationship with the corporate borrower, an assignment of an inter-
est in the loan by a co-lender or another participant, or a participation in
the seller's share of the loan. When a Fund acts as co-lender in connection
with a participation interest or when it acquires certain participation
interests, the Fund will have direct recourse against the borrower if the
borrower fails to pay scheduled principal and interest. In cases where the
Fund lacks direct recourse, it will look to the agent bank to enforce appro-
priate credit remedies against the borrower. In these cases, the Fund may be
subject to delays, expenses and risks that are greater than those that would
have been involved if the Fund had purchased a direct obligation (such as
commercial paper) of such borrower. Moreover, under the terms of the loan
participation, the Fund may be regarded as a creditor of the agent bank
(rather than of the underlying corporate borrower), so that the Fund may
also be subject to the risk that the agent bank may become insolvent.
Inverse Floaters. Certain Funds may invest in inverse floating rate debt
securities ("inverse floaters"). The interest rate on inverse floaters
resets in the opposite
E-3
<PAGE>
direction from the market rate of interest to which the inverse floater is
indexed. An inverse floater may be considered to be leveraged to the extent
that its interest rate varies by a magnitude that exceeds the magnitude of
the change in the index rate of interest. The higher the degree of leverage
of an inverse floater, the greater the volatility of its market value.
E-4
<PAGE>
Appendix B
Financial Highlights
The financial highlights tables are intended to help you understand a Fund's
financial performance for the past five years (or less if the Fund has not
been in operation for less than five years). Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an invest-
ment in a Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by Arthur Andersen LLP, whose report,
along with a Fund's financial statements, is included in the Fund's annual
report (available upon request). No financial highlights are included for
the Large Cap Value Fund because it had no operating history prior to the
date of this prospectus.
BALANCED FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
---------------------------
Net realized
and unrealized
gain (loss) on
investment,
Net asset futures and
value, Net foreign currency
beginning investment related
of period income transactions
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January 31,
1999 - Class A Shares $20.29 $0.58 $0.20
1999 - Class B Shares 20.20 0.41 0.21
1999 - Class C Shares 20.17 0.41 0.21
1999 - Institutional Shares 20.29 0.64 0.20
1999 - Service Shares 20.28 0.53 0.21
- -------------------------------------------------------------------------------
1998 - Class A Shares 18.78 0.57 2.66
1998 - Class B Shares 18.73 0.50 2.57
1998 - Class C Shares (commenced August
15, 1997) 21.10 0.25 0.24
1998 - Institutional Shares (commenced
August 15, 1997) 21.18 0.26 0.32
1998 - Service Shares (commenced August
15, 1997) 21.18 0.22 0.32
- -------------------------------------------------------------------------------
1997 - Class A Shares 17.31 0.66 2.47
1997 - Class B Shares (commenced May 1,
1996) 17.46 0.42 2.34
- -------------------------------------------------------------------------------
1996 - Class A Shares 14.22 0.51 3.43
- -------------------------------------------------------------------------------
For The Period Ended January 31,
1995 - Class A Shares (commenced October
12, 1994) 14.18 0.10 0.02
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
F-1
<PAGE>
BALANCED FUND (continued)
<TABLE>
<CAPTION>
Distributions to shareholders
---------------------------------------
From net
realized gain
on investment,
In excess futures and Net increase
From net of net foreign currency (decrease)
investment investment related in net asset
income income transactions value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For The Years Ended
January 31,
1999 - Class A Shares $(0.59) $ -- $ -- $ 0.19
1999 - Class B Shares (0.45) -- -- 0.17
1999 - Class C Shares (0.45) -- -- 0.17
1999 - Institutional
Shares (0.65) -- -- 0.19
1999 - Service Shares (0.55) -- -- 0.19
- -------------------------------------------------------------------------------
1998 - Class A Shares (0.56) -- (1.16) 1.51
1998 - Class B Shares (0.42) (0.02) (1.16) 1.47
1998 - Class C Shares
(commenced August 15,
1997) (0.22) (0.04) (1.16) (0.93)
1998 - Institutional
Shares (commenced August
15, 1997) (0.23) (0.08) (1.16) (0.89)
1998 - Service Shares
(commenced August 15,
1997) (0.22) (0.06) (1.16) (0.90)
- -------------------------------------------------------------------------------
1997 - Class A Shares (0.66) -- (1.00) 1.47
1997 - Class B Shares
(commenced May 1, 1996) (0.42) (0.07) (1.00) 1.27
- -------------------------------------------------------------------------------
1996 - Class A Shares (0.50) -- (0.35) 3.09
- -------------------------------------------------------------------------------
For The Period Ended
January 31,
1995 - Class A Shares
(commenced October 12,
1994) (0.08) -- -- 0.04
- -------------------------------------------------------------------------------
</TABLE>
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Includes the effect of mortgage dollar roll transactions.
F-2
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Ratios assuming
no voluntary waiver
of fees or expense limitations
------------------------------------
Net
assets
at end Ratio of Ratio of
of Ratio of net investment Ratio of net investment
Net asset period net expenses income to expenses to income (loss) Portfolio
value, end Total (in to average average net average to average net turnover
of period return/a/ 000s) net assets assets net assets assets rate/e/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$20.48 3.94% $192,453 1.04% 2.90% 1.45% 2.49% 175.06%
20.37 3.15 43,926 1.80 2.16 2.02 1.94 175.06
20.34 3.14 14,286 1.80 2.17 2.02 1.95 175.06
20.48 4.25 8,010 0.73 3.22 0.95 3.00 175.06
20.47 3.80 490 1.23 2.77 1.45 2.55 175.06
- -----------------------------------------------------------------------------------------------------------
20.29 17.54 163,636 1.00 2.94 1.57 2.37 190.43
20.20 16.71 23,639 1.76 2.14 2.07 1.83 190.43
20.17 2.49c 8,850 1.77b 2.13b 2.08b 1.82b 190.43
20.29 2.93c 8,367 0.76b 3.13b 1.07b 2.82b 190.43
20.28 2.66c 16 1.26b 2.58b 1.57b 2.27b 190.43
- -----------------------------------------------------------------------------------------------------------
18.78 18.59 81,410 1.00 3.76 1.77 2.99 208.11
18.73 16.22c 2,110 1.75b 2.59b 2.27b 2.07b 208.11
- -----------------------------------------------------------------------------------------------------------
17.31 28.10 50,928 1.00 3.65 1.90 2.75 197.10
- -----------------------------------------------------------------------------------------------------------
14.22 0.87c 7,510 1.00b 3.39b 8.29b (3.90)b 14.71
- -----------------------------------------------------------------------------------------------------------
</TABLE>
F-3
<PAGE>
GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/ Distributions to shareholders
---------------------------- ------------------------------------
Net realized
and unrealized From net
gain (loss) on realized gain
Net asset investment, In excess on investment,
value, Net options From net of net options and
beginning investment and futures investment investment futures
of period income (loss) transactions income income transactions
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For The Years Ended
January 31,
1999 - Class A Shares $25.93 $ 0.20 $(1.60) $(0.19) $(0.01) $ --
1999 - Class B Shares 25.73 0.02 (1.58) (0.04) -- --
1999 - Class C Shares 25.70 0.02 (1.59) (0.05) -- --
1999 - Institutional
Shares 25.95 0.29 (1.58) (0.30) (0.01) --
1999 - Service Shares 25.92 0.17 (1.58) (0.17) (0.01) --
- -----------------------------------------------------------------------------------------------------
1998 - Class A Shares 23.18 0.11 5.27 (0.11) -- (2.52)
1998 - Class B Shares 23.10 0.04 5.14 -- (0.03) (2.52)
1998 - Class C Shares
(commenced August 15,
1997) 28.20 (0.01) 0.06 -- (0.03) (2.52)
1998 - Institutional
Shares 23.19 0.27 5.23 (0.22) -- (2.52)
1998 - Service Shares 23.17 0.14 5.23 (0.06) (0.04) (2.52)
- -----------------------------------------------------------------------------------------------------
1997 - Class A Shares 19.98 0.35 5.18 (0.35) (0.01) (1.97)
1997 - Class B Shares
(commenced May 1, 1996) 20.82 0.17 4.31 (0.17) (0.06) (1.97)
1997 - Institutional
Shares (commenced June
3, 1996) 21.25 0.29 3.96 (0.30) (0.04) (1.97)
1997 - Service Shares
(commenced March 6,
1996) 20.71 0.28 4.50 (0.28) (0.07) (1.97)
- -----------------------------------------------------------------------------------------------------
1996 - Class A Shares 15.80 0.33 4.75 (0.30) -- (0.60)
- -----------------------------------------------------------------------------------------------------
1995 - Class A Shares 15.79 0.20e 0.30e (0.20) (0.07) (0.33)
- -----------------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Calculated based on the average shares outstanding methodology.
F-4
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Net increase Net assets Ratio of
Additional (decrease) Net asset at end of net expenses
paid-in in net asset value, end Total period to average
capital value of period return/a/ (in 000s) net assets
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ -- $(1.60) $24.33 (5.40)% $1,122,157 1.22%
-- (1.60) 24.13 (6.07) 349,662 1.92
-- (1.62) 24.08 (6.12) 48,146 1.92
-- (1.60) 24.35 (5.00) 173,696 0.80
-- (1.59) 24.33 (5.44) 11,943 1.30
- ------------------------------------------------------------------------------
-- 2.75 25.93 23.71 1,216,582 1.25
-- 2.63 25.73 22.87 307,815 1.94
-- (2.50) 25.70 0.51c 31,686 1.99b
-- 2.76 25.95 24.24 36,225 0.83
-- 2.75 25.92 23.63 8,893 1.32
- ------------------------------------------------------------------------------
-- 3.20 23.18 28.42 615,103 1.22
-- 2.28 23.10 22.23c 17,346 1.93b
-- 1.94 23.19 20.77c 193 0.82b
-- 2.46 23.17 23.87c 3,174 1.32b
- ------------------------------------------------------------------------------
-- 4.18 19.98 32.45 436,757 1.20
- ------------------------------------------------------------------------------
0.11e 0.01 15.80 3.97 193,772 1.25
- ------------------------------------------------------------------------------
</TABLE>
F-5
<PAGE>
GROWTH AND INCOME FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
------------------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) expenses to income (loss) to Portfolio
to average net average net average net turnover
assets assets assets rate
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For The Years
Ended
January 31,
1999 - Class
A Shares 0.78% 1.32% 0.68% 125.79%
1999 - Class
B Shares 0.09 1.92 0.09 125.79
1999 - Class
C Shares 0.10 1.92 0.10 125.79
1999 -
Institutional
Shares 1.25 0.80 1.25 125.79
1999 -
Service
Shares 0.72 1.30 0.72 125.79
- -----------------------------------------------------------------------------------------
1998 - Class
A Shares 0.43 1.42 0.26 61.95
1998 - Class
B Shares (0.35) 1.94 (0.35) 61.95
1998 - Class
C Shares
(commenced
August 15,
1997) (0.48)b 1.99b (0.48)b 61.95
1998 -
Institutional
Shares 0.76 0.83 0.76 61.95
1998 -
Service
Shares 0.32 1.32 0.32 61.95
- -----------------------------------------------------------------------------------------
1997 - Class
A Shares 1.60 1.43 1.39 53.03
1997 - Class
B Shares
(commenced
May 1, 1996) 0.15b 1.93b 0.15b 53.03
1997 -
Institutional
Shares
(commenced
June 3,
1996) 1.36b 0.82b 1.36b 53.03
1997 -
Service
Shares
(commenced
March 6,
1996) 0.94b 1.32b 0.94b 53.03
- -----------------------------------------------------------------------------------------
1996 - Class
A Shares 1.67 1.45 1.42 57.93
- -----------------------------------------------------------------------------------------
1995 - Class
A Shares 1.28 1.58 0.95 71.80
- -----------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
e Calculated based on the average shares outstanding methodology.
F-6
<PAGE>
[This page intentionally left blank]
F-7
<PAGE>
CORE LARGE CAP VALUE FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-----------------------------
Net realized
and unrealized
Net asset gain on
value, Net investment
beginning investment and futures
of period income transactions
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Period Ended January 31,
1999 - Class A Shares
(commenced December 31, 1998) $10.00 $0.01 $0.14
1999 - Class B Shares
(commenced December 31, 1998) 10.00 -- 0.15
1999 - Class C Shares
(commenced December 31, 1998) 10.00 -- 0.15
1999 - Institutional Shares
(commenced December 31, 1998) 10.00 0.01 0.15
1999 - Service Shares
(commenced December 31, 1998) 10.00 0.02 0.14
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-8
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
---------------------------
From net
realized gain Net assets Ratio of
From net on investment Net increase Net asset at end of net expenses
investment and futures in net asset value, end Total period to average
income transactions value of period return/a,c/ (in 000s) net assets/b/
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ --
$ -- $0.15 $10.15 1.50% $ 6,665 1.08%
-- -- 0.15 10.15 1.50 340 1.82
-- -- 0.15 10.15 1.50 268 1.83
-- -- 0.16 10.16 1.60 53,396 0.66
-- -- 0.16 10.16 1.60 2 1.16
- --------------------------------------------------------------------------------------
</TABLE>
F-9
<PAGE>
CORE LARGE CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
------------------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income to expenses to income to average Portfolio
average net average net net turnover
assets/b/ assets/b/ assets/b/ rate
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Period
Ended January 31,
1999 - Class A
Shares
(commenced December
31, 1998) 1.45% 8.03% (5.50)% 0%
1999 - Class B
Shares
(commenced December
31, 1998) 0.84 8.77 (6.11) 0
1999 - Class C
Shares
(commenced December
31, 1998) 0.70 8.78 (6.25) 0
1999 -
Institutional
Shares
(commenced December
31, 1998) 1.97 7.61 (4.98) 0
1999 - Service
Shares
(commenced December
31, 1998) 2.17 8.11 (4.78) 0
- ----------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-10
<PAGE>
[This page intentionally left blank]
F-11
<PAGE>
CORE U.S. EQUITY FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain (loss) on
beginning income investments
of period (loss) and futures
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January 31,
1999 - Class A Shares $26.59 $ 0.04 $ 7.02
1999 - Class B Shares 26.32 (0.10) 6.91
1999 - Class C Shares 26.24 (0.10) 6.89
1999 - Institutional Shares 26.79 0.20 7.11
1999 - Service Shares 26.53 0.06 7.01
- -----------------------------------------------------------------------------
1998 - Class A Shares 23.32 0.11 5.63
1998 - Class B Shares 23.18 0.11 5.44
1998 - Class C Shares (commenced August
15, 1997) 27.48 0.03 1.22
1998 - Institutional Shares 23.44 0.30 5.65
1998 - Service Shares 23.27 0.19 5.57
- -----------------------------------------------------------------------------
1997 - Class A Shares 19.66 0.16 4.46
1997 - Class B Shares (commenced May 1,
1996) 20.44 0.04 3.70
1997 - Institutional Shares 19.71 0.30 4.51
1997 - Service Shares (commenced June 7,
1996) 21.02 0.13 3.15
- -----------------------------------------------------------------------------
1996 - Class A Shares 14.61 0.19 5.43
1996 - Institutional Shares (commenced
June 15, 1995) 16.97 0.16 3.23
- -----------------------------------------------------------------------------
1995 - Class A Shares 15.93 0.20 (0.38)
- -----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-12
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to shareholders
- ------------------------------------
From net Ratio of
In excess realized gain Net increase Net assets Ratio of net investment
From net of net on investment (decrease) Net asset at end of net expenses income (loss)
investment investment and futures in net asset value, end Total period to average to average
income income transactions value of period return/a/ (in 000s) net assets net assets
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$(0.03) $(0.01) $(0.63) $ 6.39 $32.98 26.89% $605,566 1.23% 0.15%
-- -- (0.63) 6.18 32.50 26.19 152,347 1.85 (0.50)
-- -- (0.63) 6.16 32.40 26.19 26,912 1.87 (0.53)
(0.15) (0.03) (0.63) 6.50 33.29 27.65 307,200 0.69 0.69
(0.10) (0.02) (0.63) 6.32 32.85 27.00 11,600 1.19 0.19
- -----------------------------------------------------------------------------------------------------------
(0.12) -- (2.35) 3.27 26.59 24.96 398,393 1.28 0.51
-- (0.06) (2.35) 3.14 26.32 24.28 59,208 1.79 (0.05)
-- (0.14) (2.35) (1.24) 26.24 4.85c 6,267 1.78b (0.21)b
(0.24) (0.01) (2.35) 3.35 26.79 25.76 202,893 0.65 1.16
(0.07) (0.08) (2.35) 3.26 26.53 25.11 7,841 1.15 0.62
- -----------------------------------------------------------------------------------------------------------
(0.16) -- (0.80) 3.66 23.32 23.75 225,968 1.29 0.91
(0.04) (0.16) (0.80) 2.74 23.18 18.59c 17,258 1.83b 0.06b
(0.28) -- (0.80) 3.73 23.44 24.63 148,942 0.65 1.52
(0.13) (0.10) (0.80) 2.25 23.27 15.92c 3,666 1.15b 0.69b
- -----------------------------------------------------------------------------------------------------------
(0.16) -- (0.41) 5.05 19.66 38.63 129,045 1.25 1.01
(0.24) -- (0.41) 2.74 19.71 20.14c 64,829 0.65b 1.49b
- -----------------------------------------------------------------------------------------------------------
(0.20) -- (0.94) (1.32) 14.61 (1.10) 94,968 1.38 1.33
- -----------------------------------------------------------------------------------------------------------
</TABLE>
F-13
<PAGE>
CORE U.S. EQUITY FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary waiver
of fees or expense limitations
-----------------------------------
Ratio of
Ratio of net investment
expenses to income (loss) to Portfolio
average net average turnover
assets net assets rate
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For The Years Ended January
31,
1999 - Class A Shares 1.36% 0.02% 63.79%
1999 - Class B Shares 1.98 (0.63) 63.79
1999 - Class C Shares 2.00 (0.66) 63.79
1999 - Institutional Shares 0.82 0.56 63.79
1999 - Service Shares 1.32 0.06 63.79
- -------------------------------------------------------------------------------
1998 - Class A Shares 1.47 0.32 65.89
1998 - Class B Shares 1.96 (0.22) 65.89
1998 - Class C Shares
(commenced August 15, 1997) 1.95b (0.38)b 65.89
1998 - Institutional Shares 0.82 0.99 65.89
1998 - Service Shares 1.32 0.45 65.89
- -------------------------------------------------------------------------------
1997 - Class A Shares 1.35b 0.49b 37.28
1997 - Class B Shares
(commenced May 1, 1996) 1.53 0.67 37.78
1997 - Institutional Shares 2.00b (0.11)b 37.28
1997 - Service Shares
(commenced June 7, 1996) 0.85 1.32 37.28
- -------------------------------------------------------------------------------
1996 - Class A Shares 1.55 0.71 39.35
1996 - Institutional Shares
(commenced June 15, 1995) 0.96b 1.18b 39.35
- -------------------------------------------------------------------------------
1995 - Class A Shares 1.63 1.08 56.18
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-14
<PAGE>
[This page intentionally left blank]
F-15
<PAGE>
CORE LARGE CAP GROWTH FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain on
beginning income investments
of period (loss) and futures
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Year Ended January 31,
1999 - Class A Shares $11.97 $ 0.01 $4.19
1999 - Class B Shares 11.92 (0.06) 4.12
1999 - Class C Shares 11.93 (0.05) 4.11
1999 - Institutional Shares 11.97 0.02 4.23
1999 - Service Shares 11.95 (0.01) 4.17
- -------------------------------------------------------------------------------
For the Period Ended January 31,
1998 - Class A Shares (commenced May 1,
1997) 10.00 0.01 2.35
1998 - Class B Shares (commenced May 1,
1997) 10.00 (0.03) 2.33
1998 - Class C Shares (commenced August
15, 1997) 11.80 (0.02) 0.54
1998 - Institutional Shares (commenced May
1, 1997) 10.00 0.01 2.35
1998 - Service Shares (commenced May 1,
1997) 10.00 (0.02) 2.35
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-16
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
Shareholders
-------------------------------------
From net
realized
From In excess gain on Net Net asset Net assets Ratio of
Net of net investment increase value, at end of net expenses
Investment investment and futures in net end of Total period to average
Income income transactions asset value period return/a/ (in 000s) net assets
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $ -- $4.20 $16.17 35.10% $175,510 0.97%
-- -- -- 4.06 15.98 34.07 93,711 1.74
-- -- -- 4.06 15.99 34.04 37,081 1.74
-- (0.01) -- 4.24 16.21 35.54 295,734 0.65
-- -- -- 4.16 16.11 34.85 1,663 1.15
- --------------------------------------------------------------------------------------------
(0.01) -- (0.38) 1.97 11.97 23.79c 53,786 0.91b
-- -- (0.38) 1.92 11.92 23.26c 13,857 1.67b
-- (0.01) (0.38) 0.13 11.93 4.56c 4,132 1.68b
(0.01) -- (0.38) 1.97 11.97 23.89c 4,656 0.72b
-- -- (0.38) 1.95 11.95 23.56c 115 1.17b
- --------------------------------------------------------------------------------------------
</TABLE>
F-17
<PAGE>
CORE LARGE CAP GROWTH FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
----------------------------
Ratio of Ratio of net
net investment Ratio of investment
income (loss) to expenses to income (loss) to Portfolio
average net average net average net turnover
assets assets assets rate
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Year Ended
January 31,
1999 - Class A Shares 0.05 % 1.46% (0.44)% 63.15%
1999 - Class B Shares (0.73) 2.11 (1.10) 63.15
1999 - Class C Shares (0.74) 2.11 (1.11) 63.15
1999 - Institutional
Shares 0.35 1.02 (0.02) 63.15
1999 - Service Shares (0.16) 1.52 (0.53) 63.15
- ---------------------------------------------------------------------------------
For the Period Ended
January 31,
1998 - Class A Shares
(commenced May 1, 1997) 0.12 b 2.40b (1.37)b 74.97c
1998 - Class B Shares
(commenced May 1, 1997) (0.72)b 2.91b (1.96)b 74.97c
1998 - Class C Shares
(commenced August 15,
1997) (0.76)b 2.92b (2.00)b 74.97c
1998 - Institutional
Shares (commenced May
1, 1997) 0.42 b 1.96b (0.82)b 74.97c
1998 - Service Shares
(commenced May 1, 1997) (0.21)b 2.41b (1.45)b 74.97c
- ---------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-18
<PAGE>
[This page intentionally left blank]
F-19
<PAGE>
CORE SMALL CAP EQUITY FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net
realized and
unrealized
Net asset Net gain (loss) on
value, investment investment
beginning income and futures
of period (loss) transactions
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Year Ended January 31,
1999 - Class A Shares $10.59 $0.01 $(0.43)
1999 - Class B Shares 10.56 (0.05) (0.44)
1999 - Class C Shares 10.57 (0.04) (0.45)
1999 - Institutional Shares 10.61 0.04 (0.43)
1999 - Service Shares 10.60 0.01 (0.44)
- ----------------------------------------------------------------------------
For the Period Ended January 31,
1998 - Class A Shares (commenced August
15, 1997) 10.00 (0.01) 0.65
1998 - Class B Shares (commenced August
15, 1997) 10.00 (0.03) 0.64
1998 - Class C Shares (commenced August
15, 1997) 10.00 (0.02) 0.64
1998 - Institutional Shares (commenced
August 15, 1997) 10.00 0.01 0.65
1998 - Service Shares (commenced August
15, 1997) 10.00 0.01 0.64
- ----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-20
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
Shareholders
--------------------------
From net
realized
From gain on Net Net asset Net assets Ratio of
Net investment increase value at end of net expenses
investment and futures in net end of Total period to average
income transactions asset value period return/a/ (in 000s) net assets
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$(0.01) $ -- $(0.43) $10.16 (3.97)% $64,087 1.31%
-- -- (0.49) 10.07 (4.64) 15,406 2.00
-- -- (0.49) 10.08 (4.64) 6,559 2.01
(0.02) -- (0.41) 10.20 (3.64) 62,763 0.94
(0.01) -- (0.44) 10.16 (4.07) 54 1.44
- ----------------------------------------------------------------------------------
-- (0.05) 0.59 10.59 6.37c 11,118 1.25b
-- (0.05) 0.56 10.56 6.07c 9,957 1.95b
-- (0.05) 0.57 10.57 6.17c 2,557 1.95b
-- (0.05) 0.61 10.61 6.57c 9,026 0.95b
-- (0.05) 0.60 10.60 6.47c 2 1.45b
- ----------------------------------------------------------------------------------
</TABLE>
F-21
<PAGE>
CORE SMALL CAP EQUITY FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
-------------------------
Ratio of net Ratio of net
investment Ratio of investment
income (loss) expenses to income (loss) Portfolio
to average average net to average turnover
net assets assets net assets rate
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Year Ended January
31,
1999 - Class A Shares 0.08% 2.00% (0.61)% 75.38%
1999 - Class B Shares (0.55) 2.62 (1.17) 75.38
1999 - Class C Shares (0.56) 2.63 (1.18) 75.38
1999 - Institutional Shares 0.60 1.56 (0.02) 75.38
1999 - Service Shares 0.01 2.06 (0.61) 75.38
- -------------------------------------------------------------------------------
For the Period Ended January
31,
1998 - Class A Shares
(commenced August 15, 1997) (0.36)b 3.92b (3.03)b 37.65c
1998 - Class B Shares
(commenced August 15, 1997) (1.04)b 4.37b (3.46)b 37.65c
1998 - Class C Shares
(commenced August 15, 1997) (1.07)b 4.37b (3.49)b 37.65c
1998 - Institutional Shares
(commenced August 15, 1997) 0.15b 3.37b (2.27)b 37.65c
1998 - Service Shares
(commenced August 15, 1997) 0.40b 3.87b (2.02)b 37.65c
- -------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-22
<PAGE>
[This page intentionally left blank]
F-23
<PAGE>
CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------
Net realized
Net asset Net and unrealized
value, investment gain (loss) on
beginning income investment
of period (loss) transactions
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January 31,
1999 - Class A Shares $18.48 $(0.03) $6.35
1999 - Class B Shares 18.27 (0.12) 6.19
1999 - Class C Shares 18.24 (0.10) 6.15
1999 - Institutional Shares 18.45 0.01 6.38
1999 - Service Shares 18.46 (0.04) 6.31
- ----------------------------------------------------------------------------
1998 - Class A Shares 16.73 0.02 4.78
1998 - Class B Shares 16.67 0.02 4.61
1998 - Class C Shares (commenced August
15, 1997) 19.73 (0.02) 1.60
1998 - Institutional Shares (commenced
August 15, 1997) 19.88 0.02 1.66
1998 - Service Shares (commenced August
15, 1997) 19.88 (0.01) 1.66
- ----------------------------------------------------------------------------
1997 - Class A Shares 14.91 0.10 3.56
1997 - Class B Shares (commenced May 1,
1996) 15.67 0.01 2.81
- ----------------------------------------------------------------------------
1996 - Class A Shares 13.67 0.12 3.93
- ----------------------------------------------------------------------------
1995 - Class A Shares 15.96 0.03 (0.69)
- ----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-24
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
--------------------------------------
In excess From net Net increase Net assets Ratio of
From net of net realized gain (decrease) Net asset at end of net expenses
investment investment on investment in net value, end Total period to average
income income transactions asset value of period return/a/ (in 000s) net assets
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ -- $ -- $(0.77) $5.55 $24.03 34.58% $1,992,716 1.42%
-- -- (0.77) 5.30 23.57 33.60 236,369 2.19
-- -- (0.77) 5.28 23.52 33.55 60,234 2.19
-- -- (0.77) 5.62 24.07 35.02 41,817 1.07
-- -- (0.77) 5.50 23.96 34.34 3,085 1.57
- ---------------------------------------------------------------------------------------------------
(0.01) (0.01) (3.03) 1.75 18.48 29.71 1,256,595 1.40
-- -- (3.03) 1.60 18.27 28.73 40,827 2.18
-- (0.04) (3.03) (1.49) 18.24 8.83c 5,395 2.21b
(0.01) (0.07) (3.03) (1.43) 18.45 9.31c 7,262 1.16b
-- (0.04) (3.03) (1.42) 18.46 9.18c 2 1.50b
- ---------------------------------------------------------------------------------------------------
(0.10) (0.02) (1.72) 1.82 16.73 25.97 920,646 1.40
(0.01) (0.09) (1.72) 1.00 16.67 19.39c 3,221 2.15b
- ---------------------------------------------------------------------------------------------------
(0.12) -- (2.69) 1.24 14.91 30.45 881,056 1.36
- ---------------------------------------------------------------------------------------------------
(0.01) -- (1.62) (2.29) 13.67 (4.38) 862,105 1.38
- ---------------------------------------------------------------------------------------------------
</TABLE>
F-25
<PAGE>
CAPITAL GROWTH FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
voluntary waiver of fees
or expense limitations
--------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) expenses to income (loss) Portfolio
to average average net to average turnover
net assets assets net assets rate
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended
January 31,
1999 - Class A Shares (0.18)% 1.58% (0.34)% 30.17%
1999 - Class B Shares (0.98) 2.21 (1.00) 30.17
1999 - Class C Shares (1.00) 2.21 (1.02) 30.17
1999 - Institutional
Shares 0.11 1.09 0.09 30.17
1999 - Service Shares (0.37) 1.59 (0.39) 30.17
- ---------------------------------------------------------------------------------
1998 - Class A Shares 0.08 1.65 (0.17) 61.50
1998 - Class B Shares (0.77) 2.18 (0.77) 61.50
1998 - Class C Shares
(commenced August 15,
1997) (0.86)b 2.21b (0.86)b 61.50
1998 - Institutional
Shares (commenced August
15, 1997) 0.18b 1.16b 0.18b 61.50
1998 - Service Shares
(commenced August 15, 1997) (0.16)b 1.50b (0.16)b 61.50
- ---------------------------------------------------------------------------------
1997 - Class A Shares 0.62 1.65 0.37 52.92
1997 - Class B Shares
(commenced May 1, 1996) (0.39)b 2.15b (0.39)b 52.92
- ---------------------------------------------------------------------------------
1996 - Class A Shares 0.65 1.61 0.40 63.90
- ---------------------------------------------------------------------------------
1995 - Class A Shares 0.16 1.63 (0.09) 38.36
- ---------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-26
<PAGE>
[This page intentionally left blank]
F-27
<PAGE>
MID CAP VALUE FUND
<TABLE>
<CAPTION>
Income from
investment operations/d/
-------------------------------
Net realized
and unrealized
gain (loss) on
Net asset Net investment,
value, investment option and
beginning income foreign currency
of period (loss) related transactions
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January
31,
1999 - Class A Shares $21.61 $0.10 $(2.38)
1999 - Class B Shares 21.57 (0.05) (2.35)
1999 - Class C Shares 21.59 (0.05) (2.34)
1999 - Institutional Shares 21.65 0.19 (2.38)
1999 - Service Shares 21.62 0.03 (2.31)
- -----------------------------------------------------------------------------
1998 - Class A Shares
(commenced August 15, 1997) 23.63 0.09 0.76
1998 - Class B Shares
(commenced August 15, 1997) 23.63 0.06 0.74
1998 - Class C Shares
(commenced August 15, 1997) 23.63 0.06 0.76
1998 - Institutional Shares 18.73 0.16 5.66
1998 - Service Shares
(commenced July 18, 1997) 23.01 0.09 1.40
- -----------------------------------------------------------------------------
1997 - Institutional Shares 15.91 0.24 3.77
- -----------------------------------------------------------------------------
For the Period Ended January
31,
1996 - Institutional Shares
(commenced August 1, 1995) 15.00 0.13 0.90
- -----------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-28
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to shareholders
---------------------------------------------
From net
realized gain
In excess on investment, Net increase Net assets Ratio of
From net of net option and (decrease) Net asset at end of net expenses
investment investment foreign currency in net asset value, end Total period to average
income income related transactions value of period return/a/ (in 000s) net assets
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$(0.07) $ -- $(0.88) $(3.23) $18.38 (10.48)% $70,578 1.33%
-- -- (0.88) (3.28) 18.29 (11.07) 37,821 1.93
(0.02) -- (0.88) (3.29) 18.30 (11.03) 10,800 1.93
(0.21) -- (0.88) (3.28) 18.37 (10.07) 196,512 0.87
(0.17) -- (0.88) (3.33) 18.29 (10.48) 289 1.37
- --------------------------------------------------------------------------------------------------------
(0.06) (0.04) (2.77) (2.02) 21.61 3.42c 90,588 1.35b
(0.09) -- (2.77) (2.06) 21.57 3.17c 28,743 1.85b
(0.09) -- (2.77) (2.04) 21.59 3.27c 6,445 1.85b
(0.13) -- (2.77) 2.92 21.65 30.86 236,440 0.85
(0.11) -- (2.77) (1.39) 21.62 6.30c 8 1.35b
- --------------------------------------------------------------------------------------------------------
(0.24) (0.93) (0.02) 2.82 18.73 25.63 145,253 0.85
- --------------------------------------------------------------------------------------------------------
(0.12) -- -- 0.91 15.91 6.89c 135,671 0.85b
- --------------------------------------------------------------------------------------------------------
</TABLE>
F-29
<PAGE>
MID CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no
expense limitations
--------------------------
Ratio of
net
investment Ratio of
income Ratio of net investment
loss) to expenses to income (loss) Portfolio
average net average net to average net turnover
assets assets assets rate
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended January
31,
1999 - Class A Shares 0.38% 1.41% 0.30% 92.18%
1999 - Class B Shares (0.22) 2.01 (0.30) 92.18
1999 - Class C Shares (0.22) 2.01 (0.30) 92.18
1999 - Institutional Shares 0.83 0.95 0.75 92.18
1999 - Service Shares 0.32 1.45 0.24 92.18
- ------------------------------------------------------------------------------
1998 - Class A Shares
(commenced August 15, 1997) 0.33b 1.47b 0.21b 62.60
1998 - Class B Shares
(commenced August 15, 1997) (0.20)b 1.97b (0.32)b 62.60
1998 - Class C Shares
(commenced August 15, 1997) (0.23)b 1.97b (0.35)b 62.60
1998 - Institutional Shares 0.78 0.97 0.66 62.60
1998 - Service Shares
(commenced July 18, 1997) 0.63b 1.43b 0.51b 62.60
- ------------------------------------------------------------------------------
1997 - Institutional Shares 1.35 0.91 1.29 74.03
- ------------------------------------------------------------------------------
For the Period Ended January
31,
1996 - Institutional Shares
(commenced August 1, 1995) 1.67b 0.98b 1.54b 58.77c
- ------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-30
<PAGE>
[This page intentionally left blank]
F-31
<PAGE>
SMALL CAP VALUE FUND
<TABLE>
<CAPTION>
Income (loss) from
investment operations/d/
------------------------------
Net realized and
unrealized
Net asset gain (loss)
value, Net on investment
beginning investment and options
of period income (loss) transactions
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
For the Years Ended January 31,
1999 - Class A Shares $24.05 $(0.06) $(4.48)
1999 - Class B Shares 23.73 (0.21) (4.42)
1999 - Class C Shares 23.73 (0.18) (4.43)
1999 - Institutional Shares 24.09 0.03 (4.50)
1999 - Service Shares 24.05 (0.04) (4.51)
- ------------------------------------------------------------------------------
1998 - Class A Shares 20.91 0.14 5.33
1998 - Class B Shares 20.80 (0.01) 5.27
1998 - Class C Shares (commenced
August 15, 1997) 24.69 (0.06) 1.43
1998 - Institutional Shares
(commenced August 15, 1997) 24.91 0.03 1.48
1998 - Service Shares (commenced
August 15, 1997) 24.91 (0.01) 1.48
- ------------------------------------------------------------------------------
1997 - Class A Shares 17.29 (0.21) 4.92
1997 - Class B Shares (commenced May
1, 1996) 20.79 (0.11) 1.21
- ------------------------------------------------------------------------------
1996 - Class A Shares 16.14 (0.23) 1.39
- ------------------------------------------------------------------------------
1995 - Class A Shares 20.67 (0.07) (3.53)
- ------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-32
<PAGE>
APPENDIX B
<TABLE>
<CAPTION>
Distributions to
shareholders
---------------------------
From net
In excess realized gain Net increase Net asset Net assets Ratio of
of net on investment (decrease) value, at end of net expenses
investment and options in net asset end of Total period to average
income transactions value period return/a/ (in 000s) net assets
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ -- $(1.00) $(5.54) $18.51 (17.37)% $261,661 1.50%
-- (1.00) (5.63) 18.10 (18.00) 42,879 2.25
-- (1.00) (5.61) 18.12 (17.91) 8,212 2.25
-- (1.00) (5.47) 18.62 (17.04) 15,351 1.13
-- (1.00) (5.55) 18.50 (17.41) 261 1.62
- -------------------------------------------------------------------------------------
-- (2.33) 3.14 24.05 26.17 370,246 1.54
-- (2.33) 2.93 23.73 25.29 42,677 2.29
(0.34) (1.99) (0.96) 23.73 5.51c 5,604 2.09b
(0.28) (2.05) (0.82) 24.09 6.08c 14,626 1.16b
(0.31) (2.02) (0.86) 24.05 5.91c 2 1.45b
- -------------------------------------------------------------------------------------
-- (1.09) 3.62 20.91 27.28 212,061 1.60
-- (1.09) 0.01 20.80 5.39c 3,674 2.35b
- -------------------------------------------------------------------------------------
-- (0.01) 1.15 17.29 7.20 204,994 1.41
- -------------------------------------------------------------------------------------
(0.24) (0.69) (4.53) 16.14 (17.53) 319,487 1.53
- -------------------------------------------------------------------------------------
</TABLE>
F-33
<PAGE>
SMALL CAP VALUE FUND (continued)
<TABLE>
<CAPTION>
Ratios assuming no voluntary
waiver of fees or
expense limitations
----------------------------------
Ratio of Ratio of
net investment Ratio of net investment
income (loss) to expenses to income (loss) Portfolio
average net average net to average net turnover
assets assets assets rate
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
For the Years Ended
January 31,
1999 - Class A Shares (0.24)% 1.74% (0.48)% 98.46%
1999 - Class B Shares (0.99) 2.29 (1.03) 98.46
1999 - Class C Shares (0.99) 2.29 (1.03) 98.46
1999 - Institutional
Shares 0.13 1.17 0.09 98.46
1999 - Service Shares (0.47) 1.66 (0.51) 98.46
- ---------------------------------------------------------------------------------------------
1998 - Class A Shares (0.28) 1.76 (0.50) 84.81
1998 - Class B Shares (0.92) 2.29 (0.92) 84.81
1998 - Class C Shares
(commenced August
15, 1997) (0.79)b 2.09b (0.79)b 84.81
1998 - Institutional
Shares (commenced
August 15, 1997) 0.27b 1.16b 0.27b 84.81
1998 - Service Shares
(commenced August 15,
1997) (0.07)b 1.45b (0.07)b 84.81
- ---------------------------------------------------------------------------------------------
1997 - Class A Shares (0.72) 1.85 (0.97) 99.46
1997 - Class B Shares
(commenced May 1, 1996) (1.63)b 2.35b (1.63)b 99.46
- ---------------------------------------------------------------------------------------------
1996 - Class A Shares (0.59) 1.66 (0.84) 57.58
- ---------------------------------------------------------------------------------------------
1995 - Class A Shares (0.53) 1.78 (0.78) 43.67
- ---------------------------------------------------------------------------------------------
</TABLE>
a Assumes investment at the net asset value at the beginning of the period,
reinvestment of all dividends and distributions, a complete redemption of the
investment at the net asset value at the end of the period and no sales or
redemption charges. Total return would be reduced if a sales or redemption
charge were taken into account.
b Annualized.
c Not annualized.
d Includes the balancing effect of calculating per share amounts.
F-34
<PAGE>
Appendix C
Prior Performance of Similarly Advised Accounts of the Investment Adviser
CORE LARGE CAP VALUE FUND
The following table sets forth the Investment Adviser's composite perfor-
mance data relating to the historical performance of all discretionary pri-
vate accounts managed by the Investment Adviser that have investment objec-
tives, policies, and strategies substantially similar to the CORE Large Cap
Value Fund. The information is provided to illustrate the past performance
of the Investment Adviser in managing substantially similar accounts as mea-
sured against the Russell 1000 Value Index and does not represent the per-
formance of the CORE Large Cap Value Fund. Investors should not consider
this performance data as a substitute for the performance of the CORE Large
Cap Value Fund nor should investors consider this data as an indication of
future performance of the CORE Large Cap Value Fund or of the Investment
Adviser. The Russell 1000 Value Index is unmanaged and investors cannot
invest directly in the Index.
<TABLE>
<CAPTION>
Private Account Private Account Private Account Private Account
Net Composite Net Composite Net Composite Net Composite Russell
Performance Performance Performance Performance 1000
(including Class A (including Class B (including Class C (excluding Value
sales charge) sales charge) sales charge) sales charges) Index
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 5.28% 6.41% 10.46% 11.41% 15.64%
1997 25.56% 27.57% 31.87% 32.87% 35.18%
1996 19.35% 21.29% 25.29% 26.29% 21.64%
1995 30.34% 32.92% 36.92% 37.92% 38.35%
1994 (7.55)% (7.06)% (3.14)% (2.17)% (2.01)%
1993 10.48% 11.90% 15.90% 16.90% 18.12%
8/1/92 - 12/31/92 (0.41)% 0.39% 4.39% 5.39% 4.01%
- -----------------------------------------------------------------------------------------------------
</TABLE>
F-35
<PAGE>
<TABLE>
<CAPTION>
Average Annual Total Return for
the
Period Ended 12/31/98
Since
Inception
1 Year 3 Years 5 Years (8/1/92)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Private Account Net Composite Performance
(including Class A sales charge) 5.28% 20.87% 18.95% 18.69%
Private Account Net Composite Performance
(including Class B sales charge) 6.41% 22.66% 20.14% 19.33%
Private Account Net Composite Performance
(including Class C sales charge) 10.46% 23.18% 20.33% 19.33%
Private Account Net Composite Performance
(excluding sales charges) 11.41% 23.18% 20.33% 19.33%
Russell 1000 Value Index 15.64% 23.88% 20.85% 19.68%
- -----------------------------------------------------------------------------
</TABLE>
In accordance with the standards of the Association for Investment Manage-
ment and Research ("AIMR"), the Investment Adviser's composite performance
information was calculated on a time-weighted and asset-weighted total
return basis which includes realized and unrealized gains and losses plus
income. The composite performance is net of applicable investment management
fees, brokerage commissions, execution costs and custodial fees, without
provision for federal and state taxes, if any. Total return performance of
the CORE Large Cap Value Fund will be calculated in accordance with the reg-
ulations of the SEC. The SEC standardized average annualized total return is
neither time-weighted nor asset-weighted and is determined for specified
periods by computing the annualized percentage change in the value of an
initial amount that is invested in a share class of the Fund at the maximum
public offering price. Investors should be aware that the differences in
methodology between AIMR and SEC requirements could result in different per-
formance data for identical time periods.
Performance reflects the deduction of the maximum 5.5% front-end sales
charge with respect to Class A Shares and the maximum CDSC with respect to
Class B (5%) and Class C Shares (1%). All returns presented reflect the
reinvestment of dividends and other earnings. The weighted-average expenses
of the private accounts used in calculating the Investment Adviser's net
composite performance data were 0.59% annualized, which are lower than the
estimated expenses of Class A, Class B and Class C Shares of the CORE Large
Cap Value Fund stated under "Fund Fees and Expenses" above. The performance
of the private accounts
F-36
<PAGE>
APPENDIX C
would have been lower if they had been subject to the expenses of the CORE
Large Cap Value Fund. In addition, the private accounts are not subject to
the same diversification requirements, specific tax restrictions and invest-
ment limitations imposed on the CORE Large Cap Value Fund by the Act and
Subchapter M of the Code. Consequently, the performance results of the
Investment Adviser's composite could have been adversely affected if the
private accounts had been regulated as investment companies under the fed-
eral securities laws.
F-37
<PAGE>
Appendix D
Prior Performance of Similarly Advised Accounts of the Investment Adviser
STRATEGIC GROWTH FUND
The following table sets forth the Investment Adviser's composite perfor-
mance data relating to the historical performance of all discretionary pri-
vate accounts managed by the Investment Adviser that have investment objec-
tives, policies, and strategies substantially similar to the Strategic
Growth Fund. The information is provided to illustrate the past performance
of the Investment Adviser in managing substantially similar accounts as mea-
sured against the S&P 500 Index and does not represent the performance of
the Strategic Growth Fund. Investors should not consider this performance
data as a substitute for the performance of the Strategic Growth Fund nor
should investors consider this data as an indication of future performance
of the Strategic Growth Fund or of the Investment Adviser. The S&P 500 Index
is unmanaged and investors cannot invest directly in the Index.
<TABLE>
<CAPTION>
Private Account Private Account Private Account Private Account
Net Composite Net Composite Net Composite Net Composite
Performance Performance Performance Performance
(including Class A (including Class B (including Class C (excluding S&P 500
sales charge) sales charge) sales charge) sales charges) Index
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 27.91% 30.35% 34.35% 35.35% 28.57%
1997 33.37% 36.14% 40.14% 41.14% 33.37%
1996 15.12% 16.79% 20.79% 21.79% 22.95%
1995 21.02% 23.07% 27.07% 28.07% 37.58%
1994 -7.11% -6.69% -2.69% -1.69% 1.32%
1993 10.66% 12.10% 16.10% 17.10% 10.08%
1992 3.21% 4.22% 8.22% 9.22% 7.62%
1991 29.88% 32.44% 36.44% 37.44% 30.47%
1990 -14.31% -14.32% -10.32% -9.32% -3.05%
1989 26.46% 28.82% 32.82% 33.82% 31.70%
1988 16.83v% 18.63% 22.63% 23.63% 16.61%
1987 -0.45% 0.34% 4.34% 5.34% 5.25%
1986 12.44% 13.99% 17.99% 18.99% 18.67%
1985 30.39% 32.98% 36.98% 37.98% 31.73%
1984 2.55v% 3.52% 7.52% 8.52% 6.19%
1983 27.02% 29.41% 33.41% 34.41% 22.56%
1982 27.04% 29.43% 33.43% 34.43% 21.55%
1981 -4.54% -3.98% 0.02% 1.02% -4.97%
- ----------------------------------------------------------------------------------------
</TABLE>
F-38
<PAGE>
APPENDIX D
<TABLE>
<CAPTION>
Average Annual Total Return for the
Period Ended 12/31/98
Since
Inception
1 Year 3 Years 5 Years 10 Years (1/1/81)
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Private Account Net Composite
Performance
(including Class A sales
charge) 27.91% 30.01% 22.56% 19.43% 19.57%
Private Account Net Composite
Performance
(including Class B sales
charge) 30.35% 32.07% 23.37% 20.11% 19.96%
Private Account Net Composite
Performance
(including Class C sales
charge) 34.35% 32.51% 23.98% 20.11% 19.96%
Private Account Net Composite
Performance
(excluding sales charges) 35.35% 32.51% 23.98% 20.11% 19.96%
S&P 500 Index 28.57% 28.23% 24.06% 19.22% 16.94%
- ----------------------------------------------------------------------------
</TABLE>
In accordance with the standards of the Association for Investment Management
and Research ("AIMR"), the Investment Adviser's composite performance informa-
tion was calculated on a time-weighted and asset-weighted total return basis
which includes realized and unrealized gains and losses plus income. The com-
posite performance is net of applicable investment management fees, brokerage
commissions, execution costs and custodial fees, without provision for federal
and state taxes, if any. Total return performance of the Strategic Growth Fund
will be calculated in accordance with the regulations of the SEC. The SEC stan-
dardized average annual total return is neither time-weighted nor asset-
weighted and is determined for specified periods by computing the annualized
percentage change in the value of an initial amount that is invested in a share
class of the Fund at the maximum public offering price. Investors should be
aware that the differences in methodology between AIMR and SEC requirements
could result in different performance data for identical time periods.
Performance reflects the deduction of the maximum 5.5% front-end sales charge
with respect to Class A Shares and the maximum CDSC with respect to Class B
(5%) and Class C Shares (1%). All returns presented reflect the reinvestment of
dividends and other earnings. The weighted-average expenses of the private
accounts used in calculating the Investment Adviser's net composite performance
data were 0.76% annualized, which are lower than the estimated expenses of
Class A, Class B and Class C Shares of the Strategic Growth Fund stated under
"Fund Fees and Expenses" above. The performance of the private accounts would
have been lower if they had been subject to the expenses of the Strategic
Growth Fund. In addition, the
F-39
<PAGE>
private accounts are not subject to the same diversification requirements, spe-
cific tax restrictions and investment limitations imposed on the Strategic
Growth Fund by the Act and Subchapter M of the Code. Consequently, the perfor-
mance results of the Investment Adviser's composite could have been adversely
affected if the private accounts had been regulated as investment companies
under the federal securities laws.
F-40
<PAGE>
Index
<TABLE>
<C> <C> <S>
1 General Investment
Management Approach
4 Fund Investment Objectives
and Strategies
4 Goldman Sachs Balanced
Fund
6 Goldman Sachs Growth and
Income Fund
7 Goldman Sachs CORE Large
Cap Value Fund
8 Goldman Sachs CORE U.S.
Equity Fund
9 Goldman Sachs CORE Large
Cap Growth Fund
10 Goldman Sachs CORE Small
Cap Equity Fund
11 Goldman Sachs Capital
Growth Fund
12 Goldman Sachs Strategic
Growth Fund
13 Goldman Sachs Growth
Opportunities Fund
14 Goldman Sachs Mid Cap
Value Fund
15 Goldman Sachs Small Cap
Value Fund
16 Goldman Sachs Large Cap Value Fund
18 Other Investment Practices
and Securities
22 Principal Risks of the Funds
</TABLE>
<TABLE>
<C> <C> <S>
26 Fund Performance
36 Fund Fees and Expenses
40 Service Providers
49 Dividends
51 Shareholder Guide
51 How To Buy Shares
54 How To Sell Shares
58 Taxation
60 Appendix A
Additional Information
on Portfolio Risks,
Securities and
Techniques
80 Appendix B
Financial Highlights
119 Appendix C
CORE Large Cap Value
Fund--Prior Performance
of Similarly Advised
Accounts of the
Investment Adviser
121 Appendix D
Strategic Growth Fund--
Prior Performance of
Similarly Advised
Accounts of the
Investment Adviser
</TABLE>
<PAGE>
Domestic Equity Funds
Prospectus (Service Shares)
FOR MORE INFORMATION
Annual/Semiannual Report
Additional information about the Funds' investments is available in the
Funds' annual and semiannual reports to shareholders. In the Funds' annual
reports, you will find a discussion of the market conditions and investment
strategies that significantly affected the Funds' performance during the
last fiscal year.
Statement of Additional Information
Additional information about the Funds and their policies is also available
in the Funds' Additional Statement. The Additional Statement is incorporated
by reference into this Prospectus (is legally considered part of this Pro-
spectus).
The Funds' annual and semiannual reports, and the Additional Statement, are
available free upon request by calling Goldman Sachs at 1-800-621-2550.
To obtain other information and for shareholder inquiries:
By telephone - Call 1-800-621-2550
By mail - Goldman Sachs Funds, 4900 Sears Tower - 60th Floor, Chicago, IL
60606-6372
By e-mail - [email protected]
On the Internet - Text-only versions of the Funds' documents are located
online and may be downloaded from:
SEC - http://www.sec.gov
You may review and obtain copies of Fund documents by visiting the SEC's
Public Reference Room in Washington, D.C. You may also obtain copies of Fund
documents by sending your request and a duplicating fee to the SEC's Public
Reference Section, Washington, D.C. 20549-6009. Information on the operation
of the public reference room may be obtained by calling the SEC at 1-800-
SEC-0330.
[LOGO]GOLDMAN
SACHS
The Funds' investment company registration number is 811-5349.
506744
EQDOMPROSVC
<PAGE>
PART B
STATEMENT OF ADDITIONAL INFORMATION
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
SERVICE SHARES
INSTITUTIONAL SHARES
GOLDMAN SACHS BALANCED FUND
GOLDMAN SACHS GROWTH AND INCOME FUND
GOLDMAN SACHS CORE(SM) LARGE CAP VALUE FUND
GOLDMAN SACHS CORE(SM) U.S. EQUITY FUND
GOLDMAN SACHS CORE(SM) LARGE CAP GROWTH FUND
GOLDMAN SACHS CORE(SM) SMALL CAP EQUITY FUND
GOLDMAN SACHS CORE(SM) INTERNATIONAL EQUITY FUND
GOLDMAN SACHS CAPITAL GROWTH FUND
GOLDMAN SACHS STRATEGIC GROWTH FUND
GOLDMAN SACHS GROWTH OPPORTUNITIES FUND
GOLDMAN SACHS MID CAP VALUE FUND (FORMERLY,
GOLDMAN SACHS MID CAP EQUITY FUND)
GOLDMAN SACHS INTERNATIONAL EQUITY FUND
GOLDMAN SACHS SMALL CAP VALUE FUND
GOLDMAN SACHS LARGE CAP VALUE
GOLDMAN SACHS EUROPEAN EQUITY FUND
GOLDMAN SACHS JAPANESE EQUITY FUND
GOLDMAN SACHS INTERNATIONAL SMALL CAP FUND
GOLDMAN SACHS EMERGING MARKETS EQUITY FUND
GOLDMAN SACHS ASIA GROWTH FUND
(Equity Portfolios of Goldman Sachs Trust)
4900 Sears Tower
Chicago, Illinois 60606-6303
This Statement of Additional Information (the "Additional Statement") is
not a Prospectus. This Additional Statement should be read in conjunction with
the Prospectuses for the Class A Shares, Class B Shares, Class C Shares, Service
Shares and Institutional Shares of: Goldman Sachs Balanced Fund, Goldman Sachs
Growth and Income Fund, Goldman Sachs CORE Large Cap Value Fund, Goldman Sachs
CORE U.S. Equity Fund, Goldman Sachs CORE Large Cap Growth Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE International Equity Fund,
Goldman Sachs Capital Growth Fund, Goldman Sachs Strategic Growth Fund, Goldman
Sachs Growth Opportunities Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
International Equity Fund, Goldman Sachs Small Cap Value Fund, Goldman Sachs
Large Cap Value Fund, Goldman Sachs European Equity Fund, Goldman Sachs Japanese
Equity Fund, Goldman Sachs International Small Cap Fund, Goldman Sachs Emerging
Markets Equity Fund,
<PAGE>
and Goldman Sachs Asia Growth Fund dated November 30, 1999 (the "Prospectuses"),
which may be obtained without charge from Goldman, Sachs & Co. by calling the
telephone number, or writing to one of the addresses, listed below.
The audited financial statements and related report of Arthur Andersen
LLP, independent public accountants, for each Fund contained in each Fund's 1999
annual report is incorporated herein by reference in the section "Financial
Statements." No other portions of the Fund's Annual Report are incorporated by
reference.
CORE(SM) is a service mark of Goldman, Sachs & Co.
B-2
<PAGE>
TABLE OF CONTENTS Page
----
INTRODUCTION.................................................................B-5
INVESTMENT POLICIES..........................................................B-7
INVESTMENT RESTRICTIONS.....................................................B-47
MANAGEMENT..................................................................B-50
PORTFOLIO TRANSACTIONS AND BROKERAGE........................................B-74
NET ASSET VALUE.............................................................B-82
PERFORMANCE INFORMATION.....................................................B-84
SHARES OF THE TRUST.........................................................B-95
TAXATION...................................................................B-102
FINANCIAL STATEMENTS.......................................................B-110
OTHER INFORMATION..........................................................B-110
DISTRIBUTION AND SERVICE PLANS.............................................B-111
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE,
PURCHASES, REDEMPTIONS, EXCHANGES AND DIVIDENDS..........................B-122
SERVICE PLAN...............................................................B-126
Appendix A (Description of Securities Ratings)...............................1-A
Appendix B (Business Principles of Goldman, Sachs & Co.).....................1-B
Appendix C (Statement of Intention and Escrow Agreement).....................1-C
The date of this Additional Statement is November 30, 1999.
B-3
<PAGE>
GOLDMAN SACHS FUNDS MANAGEMENT, L.P.
Investment Adviser to:
Goldman Sachs CORE U.S. Equity Fund
Goldman Sachs Capital Growth Fund
One New York Plaza
New York, New York 10004
GOLDMAN SACHS ASSET MANAGEMENT
Investment Adviser to:
Goldman Sachs Balanced Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs CORE Large Cap Value Fund
Goldman Sachs CORE Large Cap Growth Fund
Goldman Sachs CORE Small Cap Equity Fund
Goldman Sachs Strategic Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs CORE International Equity Fund
Goldman Sachs Mid Cap Value Fund
Goldman Sachs Small Cap Value Fund
Goldman Sachs Large Cap Value Fund
One New York Plaza
New York, New York 10004
GOLDMAN, SACHS & CO.
Distributor
85 Broad Street
New York, New York 10004
GOLDMAN, SACHS & CO.
Transfer Agent
4900 Sears Tower
Chicago, Illinois 60606
GOLDMAN SACHS ASSET
MANAGEMENT INTERNATIONAL
Investment Adviser to:
Goldman Sachs International Equity Fund
Goldman Sachs European Equity Fund
Goldman Sachs Japanese Equity Fund
Goldman Sachs International Small Cap Fund
Goldman Sachs Emerging Markets Equity Fund
Goldman Sachs Asia Growth Fund
133 Peterborough Court
London, England EC4A 2BB
Toll free (in U.S.)...800-621-2550
B-4
<PAGE>
INTRODUCTION
Goldman Sachs Trust (the "Trust") is an open-end, management investment
company. The Trust is organized as a Delaware business trust, and is a successor
to a Massachusetts business trust that was combined with the Trust on April 30,
1997. The following series of the Trust are described in this Additional
Statement: Goldman Sachs Balanced Fund ("Balanced Fund"), Goldman Sachs Growth
and Income Fund ("Growth and Income Fund"), Goldman Sachs CORE Large Cap Value
Fund ("CORE Large Cap Value Fund"), Goldman Sachs CORE U.S. Equity Fund ("CORE
U.S. Equity Fund")(formerly known as "Goldman Sachs Select Equity Fund"),
Goldman Sachs CORE Large Cap Growth Fund ("CORE Large Cap Growth Fund"), Goldman
Sachs CORE Small Cap Equity Fund ("CORE Small Cap Equity Fund"), Goldman Sachs
CORE International Equity Fund ("CORE International Equity Fund"), Goldman Sachs
Capital Growth Fund ("Capital Growth Fund"), Goldman Sachs Strategic Growth Fund
("Strategic Growth Fund"), Goldman Sachs Growth Opportunities Fund ("Growth
Opportunities Fund"), Goldman Sachs Mid Cap Value Fund ("Mid Cap Value Fund"),
Goldman Sachs International Equity Fund ("International Equity Fund"), Goldman
Sachs Small Cap Value Fund ("Small Cap Value Fund"), Goldman Sachs Large Cap
Value Fund ("Large Cap Value Fund"), Goldman Sachs European Equity Fund
("European Equity Fund"), Goldman Sachs Japanese Equity Fund ("Japanese Equity
Fund"), Goldman Sachs International Small Cap Fund ("International Small Cap
Fund"), Goldman Sachs Emerging Markets Equity Fund ("Emerging Markets Equity
Fund") and Goldman Sachs Asia Growth Fund ("Asia Growth Fund") (collectively
referred to herein as the "Funds").
The Funds, except the European Equity, Japanese Equity, International
Small Cap, CORE Large Cap Value, CORE Large Cap Growth, CORE International
Equity, Strategic Growth Fund, Growth Opportunities, CORE Small Cap Equity and
Large Cap Value Funds were initially organized as a series of a corporation
formed under the laws of the State of Maryland on September 27, 1989 and were
reorganized as a Delaware business trust as of April 30, 1997. The Trustees have
authority under the Trust's charter to create and classify shares into separate
series and to classify and reclassify any series or portfolio of shares into one
or more classes without further action by shareholders. Pursuant thereto, the
Trustees have created the Funds and other series. Additional series may be added
in the future from time to time. Each Fund currently offers five classes of
shares: Class A Shares, Class B Shares, Class C Shares, Institutional Shares and
Service Shares. See "Shares of the Trust."
Goldman Sachs Asset Management, ("GSAM") a separate operating division of
Goldman, Sachs & Co. ("Goldman Sachs"), serves as the Investment Adviser to the
Balanced, Growth and Income, CORE Large Cap Value, CORE Large Cap Growth, CORE
Small Cap Equity, Strategic Growth, Growth Opportunities, CORE International
Equity, Mid Cap Value, Small Cap Value and Large Cap Value Funds. Goldman Sachs
Funds Management, L.P. ("GSFM"), an affiliate of Goldman Sachs, serves as the
Investment Adviser to the CORE U.S. Equity and Capital Growth Funds. Goldman
Sachs Asset Management International ("GSAMI"), an affiliate of Goldman Sachs,
serves as the Investment Adviser to the International Equity, European Equity,
Japanese Equity, International Small Cap, Emerging Markets Equity and Asia
Growth Funds. GSAM, GSFM and GSAMI are sometimes referred to collectively herein
as the "Investment Advisers." In
B-5
<PAGE>
addition, Goldman Sachs serves as each Fund's distributor and transfer agent.
Each Fund's custodian is State Street Bank and Trust Company ("State Street").
The following information relates to and supplements the description of
each Fund's investment policies contained in the Prospectuses. See the
Prospectuses for a more complete description of the Funds' investment objectives
and policies. There is no assurance that a Fund will achieve its objective.
B-6
<PAGE>
INVESTMENT POLICIES
Each Fund has distinct investment objectives and policies. There can be no
assurance that a Fund's objectives will be achieved. Each Fund is a diversified
open-end management company as defined in the Investment Company Act of 1940, as
amended (the "Act").
Each Fund's share price will fluctuate with market, economic and, to the
extent applicable, foreign exchange conditions, so that an investment in any of
the Funds may be worth more or less when redeemed than when purchased. None of
the Funds should be relied upon as a complete investment program.
General Information Regarding All Funds.
The Investment Adviser may purchase for the Funds common stocks, preferred
stocks, interests in real estate investment trusts, convertible debt
obligations, convertible preferred stocks, equity interests in trusts,
partnerships, joint ventures, limited liability companies and similar
enterprises, warrants and stock purchase rights ("equity securities"). In
choosing a Fund's securities, the Investment Adviser utilizes first-hand
fundamental research, including visiting company facilities to assess operations
and to meet decision-makers. The Investment Adviser may also use macro analysis
of numerous economic and valuation variables to anticipate changes in company
earnings and the overall investment climate. The Investment Adviser is able to
draw on the research and market expertise of the Goldman Sachs Global Investment
Research Department and other affiliates of the Investment Adviser, as well as
information provided by other securities dealers. Equity securities in a Fund's
portfolio will generally be sold when the Investment Adviser believes that the
market price fully reflects or exceeds the securities' fundamental valuation or
when other more attractive investments are identified.
Value Style Funds. The Growth and Income Fund, Mid Cap Value Fund, Small
Cap Value Fund, Large Cap Value Fund and a portion of the equity portion of
Balanced Fund are managed using a value oriented approach. (The equity portion
of the Balanced Fund utilizes a blend of value and growth investment styles. See
"Growth Style Funds" below). The Investment Adviser evaluates securities using
fundamental analysis and intends to purchase equity securities that are, in its
view, underpriced relative to a combination of such companies' long-term
earnings prospects, growth rate, free cash flow and/or dividend-paying ability.
Consideration will be given to the business quality of the issuer. Factors
positively affecting the Investment Adviser's view of that quality include the
competitiveness and degree of regulation in the markets in which the company
operates, the existence of a management team with a record of success, the
position of the company in the markets in which it operates, the level of the
company's financial leverage and the sustainable return on capital invested in
the business. The Funds may also purchase securities of companies that have
experienced difficulties and that, in the opinion of the Investment Adviser, are
available at attractive prices.
Growth Style Funds. The Capital Growth, Strategic Growth and Growth
Opportunities Funds and a portion of the equity portion of the Balanced Fund are
managed using a growth equity oriented approach. Equity securities for these
Funds are selected based on their prospects for above
B-7
<PAGE>
average growth. The Investment Adviser will select securities of growth
companies trading, in the Investment Adviser's opinion, at a reasonable price
relative to other industries, competitors and historical price/earnings
multiples. The Funds will generally invest in companies whose earnings are
believed to be in a relatively strong growth trend, or, to a lesser extent, in
companies in which significant further growth is not anticipated but whose
market value per share is thought to be undervalued. In order to determine
whether a security has favorable growth prospects, the Investment Adviser
ordinarily looks for one or more of the following characteristics in relation to
the security's prevailing price: prospects for above average sales and earnings
growth per share; high return on invested capital; free cash flow generation;
sound balance sheet, financial and accounting policies, and overall financial
strength; strong competitive advantages; effective research, product
development, and marketing; pricing flexibility; strength of management; and
general operating characteristics that will enable the company to compete
successfully in its marketplace.
Quantitative Style Funds. CORE U.S. Equity, CORE Large Cap Growth, CORE
Large Cap Value, CORE Small Cap Equity and CORE International Equity Funds (the
"CORE Equity Funds") are managed using both quantitative and fundamental
techniques. CORE is an acronym for "Computer-Optimized, Research-Enhanced,"
which reflects the CORE Funds' investment process. This investment process and
the proprietary multifactor model used to implement it are discussed below.
Investment Process. The Investment Adviser begins with a broad universe of
U.S. equity securities for CORE U.S. Equity, CORE Large Cap Growth, CORE Large
Cap Value and CORE Small Cap Equity Funds (the "CORE U.S. Equity Funds"), and a
broad universe of foreign equity securities for CORE International Equity Fund.
As described more fully below, the Investment Adviser uses a proprietary
multifactor model (the "Multifactor Model") to forecast the returns of different
markets, currencies and individual securities. In the case of an equity security
followed by the Goldman Sachs Global Investment Research Department (the
"Research Department"), a rating is assigned based upon the Research
Department's evaluation. In the discretion of the Investment Adviser, ratings
may also be assigned to equity securities based on research ratings obtained
from other industry sources.
In building a diversified portfolio for each CORE Equity Fund, the
Investment Adviser utilizes optimization techniques to seek to maximize the
Fund's expected return, while maintaining a risk profile similar to the Fund's
benchmark. Each portfolio is primarily composed of securities rated highest by
the foregoing investment process and has risk characteristics and industry
weightings similar to the relevant Fund's benchmark.
Multifactor Models. The Multifactor Models are rigorous computerized
rating systems for forecasting the returns of different equity markets,
currencies and individual equity securities according to fundamental investment
characteristics. The CORE U.S. Funds use one Multifactor Model to forecast the
returns of securities held in each Fund's portfolio. CORE International Equity
Fund uses multiple Multifactor Models to forecast returns. Currently, CORE
International Equity Fund uses one model to forecast equity market returns, one
model to forecast currency returns and 22 separate models to forecast individual
equity security returns in 22 different countries. Despite
B-8
<PAGE>
this variety, all Multifactor Models incorporate common variables covering
measures of value, growth, momentum and risk (e.g., book/price ratio,
earnings/price ratio, price momentum, price volatility, consensus growth
forecasts, earnings estimate revisions, earnings stability, and, in the case of
models for CORE International Equity Fund, currency momentum and country
political risk ratings). All of the factors used in the Multifactor Models have
been shown to significantly impact the performance of the securities, currencies
and markets they were designed to forecast.
The weightings assigned to the factors in the Multifactor Model used by
the CORE U.S. Funds are derived using a statistical formulation that considers
each factor's historical performance in different market environments. As such,
the U.S. Multifactor Model is designed to evaluate each security using only the
factors that are statistically related to returns in the anticipated market
environment. Because they include many disparate factors, the Investment Adviser
believes that all the Multifactor Models are broader in scope and provide a more
thorough evaluation than most conventional quantitative models. Securities and
markets ranked highest by the relevant Multifactor Model do not have one
dominant investment characteristic; rather, they possess an attractive
combination of investment characteristics. By using a variety of relevant
factors to select securities, currencies or markets, the Investment Adviser
believes that the Fund will be better balanced and have more consistent
performance than an investment portfolio that uses only one or two factors to
select such investments.
The Investment Adviser will monitor, and may occasionally suggest and make
changes to, the method by which securities, currencies or markets are selected
for or weighted in a Fund. Such changes (which may be the result of changes in
the Multifactor Models or the method of applying the Multifactor Models) may
include: (i) evolutionary changes to the structure of the Multifactor Models
(e.g., the addition of new factors or a new means of weighting the factors);
(ii) changes in trading procedures (e.g., trading frequency or the manner in
which a Fund uses futures); or (iii) changes in the method by which securities,
currencies or markets are weighted in a Fund. Any such changes will preserve a
Fund's basic investment philosophy of combining qualitative and quantitative
methods of selecting securities using a disciplined investment process.
Research Department. In assigning ratings to equity securities, the
Research Department uses a four category rating system ranging from "recommended
for purchase" to "likely to under perform." The ratings reflect the analyst's
judgment as to the investment results of a specific security and incorporate
economic outlook, valuation, risk and a variety of other factors.
By employing both a quantitative (i.e., the Multifactor Models) and a
qualitative (i.e., research enhanced) method of selecting securities, each CORE
Equity Fund seeks to capitalize on the strengths of each discipline.
Other Information. Since normal settlement for equity securities is three
trading days (for certain international markets settlement may be longer), the
Funds will need to hold cash balances to satisfy shareholder redemption
requests. Such cash balances will normally range from 2% to 5% of a Fund's net
assets. CORE U.S. Equity Fund may enter into futures transactions only with
respect to the S&P 500 Index and the CORE Large Cap Growth, CORE
B-9
<PAGE>
Large Cap Value and CORE Small Cap Equity Funds may enter into futures
transactions only with respect to a representative index in order to keep a
Fund's effective equity exposure close to 100%. CORE Small Cap Equity and CORE
International Equity Funds may purchase other types of futures contracts. For
example, if cash balances are equal to 5% of the net assets, the Fund may enter
into long futures contracts covering an amount equal to 5% of the Fund's net
assets. As cash balances fluctuate based on new contributions or withdrawals, a
Fund may enter into additional contracts or close out existing positions.
Actively Managed International Funds. The International Equity, Japanese
Equity, European Equity, International Small Cap, Emerging Markets Equity and
Asia Growth Funds are managed using an active international approach, which
utilizes a consistent process of stock selection undertaken by portfolio
management teams located within each of the major investment regions, including
Europe, Japan, Asia and the United States. In selecting securities, the
Investment Adviser uses a long-term, bottom-up strategy based on first-hand
fundamental research that is designed to give broad exposure to the available
opportunities while seeking to add return primarily through stock selection.
Equity securities for these Funds are evaluated based on three key factors--the
business, the management and the valuation. The Investment Adviser ordinarily
seeks securities that have, in the investment adviser's opinion, superior
earnings growth potential, sustainable franchise value with management attuned
to creating shareholder value and relatively discounted valuations. In addition,
the investment adviser uses a multi-factor risk model which seeks to assure that
deviations from the benchmark are justifiable.
Additional Information About Balanced Fund
The investment objective of the Balanced Fund is to provide long-term
growth of capital and current income. The Fund seeks growth of capital primarily
through investments in equity securities (stocks). The Fund seeks to provide
current income through investment in fixed-income securities.
Balanced Fund is intended to provide a foundation on which an investor can
build an investment portfolio or to serve as the core of an investment program,
depending on the investor's goals. Balanced Fund is designed for relatively
conservative investors who seek a combination of long-term capital growth and
current income in a single investment. Balanced Fund offers a portfolio of
equity and fixed-income securities intended to provide less volatility than a
portfolio completely invested in equity securities and greater diversification
than a portfolio invested in only one asset class. Balanced Fund may be
appropriate for people who seek capital appreciation but are concerned about the
volatility typically associated with a fund that invests solely in stocks and
other equity securities.
Fixed-Income Strategies Designed to Maximize Return and Manage Risk.
GSAM's approach to managing the fixed-income portion of Balanced Fund's
portfolio seeks to provide high returns relative to a market benchmark, the
Lehman Brothers Aggregate Bond Index (the "Index"), while also seeking to
provide high current income. This approach emphasizes (1) sector allocation
strategies which enable GSAM to tactically overweight or underweight one sector
of the fixed-income market (i.e., mortgages, corporate bonds, U.S. Treasuries,
non-dollar bonds, emerging
B-10
<PAGE>
market debt) versus another; (2) individual security selection based on
identifying relative value (fixed-income securities inexpensive relative to
others in their sector); and (3) to a lesser extent, strategies based on GSAM's
expectation of the direction of interest rates or the spread between short-term
and long-term interest rates such as yield curve strategy.
The Index currently includes U.S. Government Securities and fixed-rate,
publicly issued, U.S. dollar-denominated fixed income securities rated at least
BBB or Baa by a nationally recognized statistical ratings organization
("NRSRO"). The securities currently included in the Index have at least one year
remaining to maturity; have an outstanding principal amount of at least $100
million; and are issued by the following types of issuers, with each category
receiving a different weighting in the Index: U.S. Treasury; agencies,
authorities or instrumentalities of the U.S. government; issuers of
mortgage-backed securities; utilities; industrial issuers; financial
institutions; foreign issuers; and issuers of asset-backed securities. The Index
is a trademark of Lehman Brothers. Inclusion of a security in the Index does not
imply an opinion by Lehman Brothers as to its attractiveness or appropriateness
for investment. Although Lehman Brothers obtains factual information used in
connection with the Index from sources which it considers reliable, Lehman
Brothers claims no responsibility for the accuracy, completeness or timeliness
or such information and has no liability to any person for any loss arising from
results obtained from the use of the Index data.
GSAM seeks to manage fixed-income portfolio risk in a number of ways.
These include diversifying the fixed-income portion of the Balanced Fund's
portfolio among various types of fixed-income securities and utilizing
sophisticated quantitative models to understand how the fixed-income portion of
the portfolio will perform under a variety of market and economic scenarios. In
addition, GSAM uses extensive credit analysis to select and to monitor any
investment-grade or non-investment grade bonds that may be included in the
Balanced Fund's portfolio. In employing this and other investment strategies,
the GSAM team has access to extensive fundamental research and analysis
available through Goldman Sachs and a broad range of other sources.
A number of investment strategies will be used in selecting fixed-income
securities for the Fund's portfolio. GSAM's fixed-income investment philosophy
is to actively manage the portfolio within a risk-controlled framework. The
Investment Adviser de-emphasizes interest rate anticipation by monitoring the
duration of the portfolio within a narrow range of the Investment Adviser's
target duration, and instead focuses on seeking to add value through sector
selection, security selection and yield curve strategies.
Market Sector Selection. Market sector selection is the underweighting or
overweighting of one or more market sectors (i.e., U.S. Treasuries, U.S.
Government agency securities, corporate securities, mortgage-backed securities
and asset-backed securities). GSAM may decide to overweight or underweight a
given market sector or subsector (e.g., within the corporate sector,
industrials, financial issuers and utilities) based on, among other things,
expectations of future yield spreads between different sectors or subsectors.
Issuer Selection. Issuer selection is the purchase and sale of corporate
securities based on a corporation's current and expected credit standing (within
the constraints imposed by Balanced
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Fund's minimum credit quality requirements). This strategy focuses on four types
of investment-grade corporate issuers. Selection of securities from the first
type of issuers - those with low but stable credit - is intended to enhance
total returns by providing incremental yield. Selecting securities from the
second type of issuers - those with low and intermediate but improving credit
quality - is intended to enhance total returns in two stages. Initially, these
securities are expected to provide incremental yield. Eventually, price
appreciation should occur relative to alternative securities as credit quality
improves, the NRSROs upgrade credit ratings, and credit spreads narrow.
Securities from the third type of issuers issuers with deteriorating credit
quality - will be avoided, since total returns are typically enhanced by
avoiding the widening of credit spreads and the consequent relative price
depreciation. Finally, total returns can be enhanced by focusing on securities
that are rated differently by different rating organizations. If the securities
are trading in line with the higher published quality rating while GSAM concurs
with the lower published quality rating, the securities would generally be sold
and any potential price deterioration avoided. On the other hand, if the
securities are trading in line with the lower published quality rating while the
higher published quality rating is considered more realistic, the securities may
be purchased in anticipation of the expected market reevaluation and relative
price appreciation.
Yield Curve Strategy. Yield curve strategy consists of overweighting or
underweighting different maturity sectors relative to a benchmark to take
advantage of the shape of the yield curve. Three alternative maturity sector
selections are available: a "barbell" strategy in which short and long maturity
sectors are overweighted while intermediate maturity sectors are underweighted;
a "bullet" strategy in which, conversely, short-and long-maturity sectors are
underweighted while intermediate-maturity sectors are overweighted; and a
"neutral yield curve" strategy in which the maturity distribution mirrors that
of a benchmark.
Additional Information About International Equity Fund
International Equity Fund will seek to achieve its investment objective by
investing primarily in equity securities of companies that are organized outside
the United States or whose securities are principally traded outside the United
States. Because research coverage outside the United States is fragmented and
relatively unsophisticated, many foreign companies that are well-positioned to
grow and prosper have not come to the attention of investors. GSAMI believes
that the high historical returns and less efficient pricing of foreign markets
create favorable conditions for the International Equity Fund's highly focused
investment approach. For a description of the risks of the International Equity
Fund's investments in Asia, see "Investing in Emerging Markets, including Asia
and Eastern Europe."
A Rigorous Process of Stock Selection. Using fundamental industry and
company research, GSAMI's equity team in London, Singapore and Tokyo seeks to
identify companies that may achieve superior long-term returns. Stocks are
carefully selected for International Equity Fund's portfolio through a
three-stage investment process. Because the International Equity Fund is a
long-term holder of stocks, the portfolio managers adjust the Fund's portfolio
only when expected returns fall below acceptable levels or when the portfolio
managers identify substantially more attractive investments.
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Using the research of Goldman Sachs as well as information gathered from
other sources in Europe and the Asia-Pacific region, the Investment Adviser
seeks to identify attractive industries around the world. Such industries are
expected to have favorable underlying economics and allow companies to generate
sustainable and predictable high returns. As a rule, they are less economically
sensitive, relatively free of regulation and favor strong franchises.
Within these industries the Investment Adviser seeks to identify well-run
companies that enjoy a stable competitive advantage and are able to benefit from
the favorable dynamics of the industry. This stage includes analyzing the
current and expected financial performance of the company; contacting suppliers,
customers and competitors; and meeting with management. In particular, the
portfolio managers look for companies whose managers have a strong commitment to
both maintaining the high returns of the existing business and reinvesting the
capital generated at high rates of return. Management should act in the
interests of the owners and seek to maximize returns to all stockholders.
GSAMI's currency team manages the foreign exchange risk embedded in
foreign equities by means of a currency overlay program. The program may be
utilized to protect the value of foreign investments in sustained periods of
dollar appreciation and to add returns by seeking to take advantage of foreign
exchange fluctuations.
The members of GSAMI's international equity team bring together years of
experience in analyzing and investing in companies in Europe and the
Asia-Pacific region. Their expertise spans a wide range of skills including
investment analysis, investment management, investment banking and business
consulting. GSAM's worldwide staff of over 300 professionals includes portfolio
managers based in London, Singapore and Tokyo who bring firsthand knowledge of
their local markets and companies to every investment decision.
Corporate Debt Obligations
Each Fund may, under normal market conditions, invest in corporate debt
obligations, including obligations of industrial, utility and financial issuers.
CORE Large Cap Value, CORE U.S. Equity, CORE Large Cap Growth, CORE Small Cap
Equity and CORE International Equity Funds may only invest in debt securities
that are cash equivalents. Corporate debt obligations are subject to the risk of
an issuer's inability to meet principal and interest payments on the obligations
and may also be subject to price volatility due to such factors as market
interest rates, market perception of the creditworthiness of the issuer and
general market liquidity.
An economic downturn could severely affect the ability of highly leveraged
issuers of junk bond securities to service their debt obligations or to repay
their obligations upon maturity. Factors having an adverse impact on the market
value of junk bonds will have an adverse effect on a Fund's net asset value to
the extent it invests in such securities. In addition, a Fund may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings.
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The secondary market for junk bonds, which is concentrated in relatively
few market makers, may not be as liquid as the secondary market for more highly
rated securities. This reduced liquidity may have an adverse effect on the
ability of Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth
Opportunities, Mid Cap Value, Small Cap Value, Large Cap Value, International
Equity, European Equity, Japanese Equity, International Small Cap, Emerging
Markets Equity and Asia Growth Funds to dispose of a particular security when
necessary to meet their redemption requests or other liquidity needs. Under
adverse market or economic conditions, the secondary market for junk bonds could
contract further, independent of any specific adverse changes in the condition
of a particular issuer. As a result, the Investment Advisers could find it
difficult to sell these securities or may be able to sell the securities only at
prices lower than if such securities were widely traded. Prices realized upon
the sale of such lower rated or unrated securities, under such circumstances,
may be less than the prices used in calculating a Fund's net asset value.
Since investors generally perceive that there are greater risks associated
with the medium to lower rated securities of the type in which Balanced, Growth
and Income, Capital Growth, Strategic Growth, Growth Opportunities, Mid Cap
Value, Small Cap Value, Large Cap Value, International Equity, European Equity,
Japanese Equity, International Small Cap, Emerging Markets Equity and Asia
Growth Funds may invest, the yields and prices of such securities may tend to
fluctuate more than those for higher rated securities. In the lower quality
segments of the fixed-income securities market, changes in perceptions of
issuers' creditworthiness tend to occur more frequently and in a more pronounced
manner than do changes in higher quality segments of the fixed-income securities
market, resulting in greater yield and price volatility.
Another factor which causes fluctuations in the prices of fixed-income
securities is the supply and demand for similarly rated securities. In addition,
the prices of fixed-income securities fluctuate in response to the general level
of interest rates. Fluctuations in the prices of portfolio securities subsequent
to their acquisition will not affect cash income from such securities but will
be reflected in a Fund's net asset value.
Medium to lower rated and comparable non-rated securities tend to offer
higher yields than higher rated securities with the same maturities because the
historical financial condition of the issuers of such securities may not have
been as strong as that of other issuers. Since medium to lower rated securities
generally involve greater risks of loss of income and principal than higher
rated securities, investors should consider carefully the relative risks
associated with investment in securities which carry medium to lower ratings and
in comparable unrated securities. In addition to the risk of default, there are
the related costs of recovery on defaulted issues. The Investment Advisers will
attempt to reduce these risks through portfolio diversification and by analysis
of each issuer and its ability to make timely payments of income and principal,
as well as broad economic trends and corporate developments.
The Investment Adviser employs its own credit research and analysis, which
includes a study of existing debt, capital structure, ability to service debt
and to pay dividends, the issuer's sensitivity to economic conditions, its
operating history and the current trend of earnings. The Investment Adviser
continually monitors the investments in a Fund's portfolio and evaluates
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whether to dispose of or to retain non-investment grade and comparable unrated
securities whose credit ratings or credit quality may have changed.
U.S. Government Securities
Each Fund may invest in U.S. Government securities. Generally, these
securities include U.S. Treasury obligations and obligations issued or
guaranteed by U.S. Government agencies, instrumentalities or sponsored
enterprises. U.S. Government Securities also include Treasury receipts and other
stripped U.S. Government securities, where the interest and principal components
of stripped U.S. Government Securities are traded independently. A Fund may also
invest in zero coupon U.S. Treasury securities and in zero coupon securities
issued by financial institutions, which represent a proportionate interest in
underlying U.S. Treasury securities. A zero coupon security pays no interest to
its holder during its life and its value consists of the difference between its
face value at maturity and its cost. The market prices of zero coupon securities
generally are move volatile than the market prices of securities that pay
interest periodically.
Bank Obligations
Each Fund may invest in obligations issued or guaranteed by U.S. or
foreign banks. Bank obligations, including without limitation, time deposits,
bankers' acceptances and certificates of deposit, may be general obligations of
the parent bank or may be limited to the issuing branch by the terms of the
specific obligations or by government regulation. Banks are subject to extensive
but different governmental regulations which may limit both the amount and types
of loans which may be made and interest rates which may be charged. In addition,
the profitability of the banking industry is largely dependent upon the
availability and cost of funds for the purpose of financing lending operations
under prevailing money market conditions. General economic conditions as well as
exposure to credit losses arising from possible financial difficulties of
borrowers play an important part in the operation of this industry.
Zero Coupon Bonds
A Fund's investments in fixed-income securities may include zero coupon
bonds, which are debt obligations issued or purchased at a significant discount
from face value. The discount approximates the total amount of interest the
bonds would have accrued and compounded over the period until maturity. Zero
coupon bonds do not require the periodic payment of interest. Such investments
benefit the issuer by mitigating its need for cash to meet debt service but also
require a higher rate of return to attract investors who are willing to defer
receipt of such cash. Such investments may experience greater volatility in
market value than debt obligations which provide for regular payments of
interest. In addition, if an issuer of zero coupon bonds held by a Fund
defaults, the Fund may obtain no return at all on its investment. Each Fund will
accrue income on such investments for each taxable year which (net of deductible
expenses, if any) is distributable to shareholders and which, because no cash is
generally received at the time of accrual, may require the liquidation of other
portfolio securities to obtain sufficient cash to satisfy the Fund's
distribution obligations.
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Variable and Floating Rate Securities
The interest rates payable on certain fixed-income securities in which a
Fund may invest are not fixed and may fluctuate based upon changes in market
rates. A variable rate obligation has an interest rate which is adjusted at
predesignated periods in response to changes in the market rate of interest on
which the interest rate is based. Variable and floating rate obligations are
less effective than fixed rate instruments at locking in a particular yield.
Nevertheless, such obligations may fluctuate in value in response to interest
rate changes if there is a delay between changes in market interest rates and
the interest reset date for the obligation.
Custodial Receipts
Each Fund may invest in custodial receipts in respect of securities issued
or guaranteed as to principal and interest by the U.S. Government, its agencies,
instrumentalities, political subdivisions or authorities. Such custodial
receipts evidence ownership of future interest payments, principal payments or
both on certain notes or bonds issued or guaranteed as to principal and interest
by the U.S. Government, its agencies, instrumentalities, political subdivisions
or authorities. These custodial receipts are known by various names, including
"Treasury Receipts," "Treasury Investors Growth Receipts" ("TIGRs"), and
"Certificates of Accrual on Treasury Securities" ("CATs"). For certain
securities law purposes, custodial receipts are not considered U.S. Government
Securities.
Municipal Securities
Balanced Fund may invest in municipal securities. Municipal securities
consist of bonds, notes and other instruments issued by or on behalf of states,
territories and possessions of the United States (including the District of
Columbia) and their political subdivisions, agencies or instrumentalities, the
interest on which is exempt from regular federal income tax. Municipal
securities are often issued to obtain funds for various public purposes.
Municipal securities also include "private activity bonds" or industrial
development bonds, which are issued by or on behalf of public authorities to
obtain funds for privately operated facilities, such as airports and waste
disposal facilities, and, in some cases, commercial and industrial facilities.
The yields and market values of municipal securities are determined
primarily by the general level of interest rates, the creditworthiness of the
issuers of municipal securities and economic and political conditions affecting
such issuers. Due to their tax exempt status, the yields and market prices of
municipal securities may be adversely affected by changes in tax rates and
policies, which may have less effect on the market for taxable fixed-income
securities. Moreover, certain types of municipal securities, such as housing
revenue bonds, involve prepayment risks which could affect the yield on such
securities. The credit rating assigned to municipal securities may reflect the
existence of guarantees, letters of credit or other credit enhancement features
available to the issuers or holders of such municipal securities.
Investments in municipal securities are subject to the risk that the
issuer could default on its obligations. Such a default could result from the
inadequacy of the sources or revenues from which
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interest and principal payments are to be made or the assets collateralizing
such obligations. Revenue bonds, including private activity bonds, are backed
only by specific assets or revenue sources and not by the full faith and credit
of the governmental issuer.
Mortgage-Backed Securities
General Characteristics. Each Fund (other than CORE Large Cap Value, CORE
U.S. Equity, CORE Large Cap Growth, CORE Small Cap Equity and CORE International
Equity Funds) may invest in mortgage-backed securities. Each mortgage pool
underlying mortgage-backed securities consists of mortgage loans evidenced by
promissory notes secured by first mortgages or first deeds of trust or other
similar security instruments creating a first lien on owner occupied and
non-owner occupied one-unit to four-unit residential properties, multifamily
(i.e., five or more) properties, agriculture properties, commercial properties
and mixed use properties (the "Mortgaged Properties"). The Mortgaged Properties
may consist of detached individual dwelling units, multifamily dwelling units,
individual condominiums, townhouses, duplexes, triplexes, fourplexes, row
houses, individual units in planned unit developments and other attached
dwelling units. The Mortgaged Properties may also include residential investment
properties and second homes.
The investment characteristics of adjustable and fixed rate
mortgage-backed securities differ from those of traditional fixed-income
securities. The major differences include the payment of interest and principal
on mortgage-backed securities on a more frequent (usually monthly) schedule, and
the possibility that principal may be prepaid at any time due to prepayments on
the underlying mortgage loans or other assets. These differences can result in
significantly greater price and yield volatility than is the case with
traditional fixed-income securities. As a result, if a Fund purchases
mortgage-backed securities at a premium, a faster than expected prepayment rate
will reduce both the market value and the yield to maturity from those which
were anticipated. A prepayment rate that is slower than expected will have the
opposite effect of increasing yield to maturity and market value. Conversely, if
a Fund purchases mortgage-backed securities at a discount, faster than expected
prepayments will increase, while slower than expected prepayments will reduce
yield to maturity and market values. To the extent that a Fund invests in
mortgage-backed securities, its Investment Adviser may seek to manage these
potential risks by investing in a variety of mortgage-backed securities and by
using certain hedging techniques.
Government Guaranteed Mortgage-Backed Securities. There are several types
of guaranteed mortgage-backed securities currently available, including
guaranteed mortgage pass-through certificates and multiple class securities,
which include guaranteed Real Estate Mortgage Investment Conduit Certificates
("REMIC Certificates"), collateralized mortgage obligations and stripped
mortgage-backed securities. A Fund is permitted to invest in other types of
mortgage-backed securities that may be available in the future to the extent
consistent with its investment policies and objective.
A Fund's investments in mortgage-backed securities may include securities
issued or guaranteed by the U.S. Government or one of its agencies, authorities,
instrumentalities or sponsored enterprises, such as the Government National
Mortgage Association ("Ginnie Mae"), the
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Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac").
Ginnie Mae Certificates. Ginnie Mae is a wholly-owned corporate
instrumentality of the United States. Ginnie Mae is authorized to guarantee the
timely payment of the principal of and interest on certificates that are based
on and backed by a pool of mortgage loans insured by the Federal Housing
Administration ("FHA Loans"), or guaranteed by the Veterans Administration ("VA
Loans"), or by pools of other eligible mortgage loans. In order to meet its
obligations under any guaranty, Ginnie Mae is authorized to borrow from the
United States Treasury in an unlimited amount.
Fannie Mae Certificates. Fannie Mae is a stockholder-owned corporation
chartered under an act of the United States Congress. Each Fannie Mae
Certificate is issued and guaranteed by Fannie Mae and represents an undivided
interest in a pool of mortgage loans (a "Pool") formed by Fannie Mae. Each Pool
consists of residential mortgage loans ("Mortgage Loans") either previously
owned by Fannie Mae or purchased by it in connection with the formation of the
Pool. The Mortgage Loans may be either conventional Mortgage Loans (i.e., not
insured or guaranteed by any U.S. Government agency) or Mortgage Loans that are
either insured by the Federal Housing Administration ("FHA") or guaranteed by
the Veterans Administration ("VA"). However, the Mortgage Loans in Fannie Mae
Pools are primarily conventional Mortgage Loans. The lenders originating and
servicing the Mortgage Loans are subject to certain eligibility requirements
established by Fannie Mae.
Fannie Mae has certain contractual responsibilities. With respect to each
Pool, Fannie Mae is obligated to distribute scheduled monthly installments of
principal and interest after Fannie Mae's servicing and guaranty fee, whether or
not received, to Certificate holders. Fannie Mae also is obligated to distribute
to holders of Certificates an amount equal to the full principal balance of any
foreclosed Mortgage Loan, whether or not such principal balance is actually
recovered. The obligations of Fannie Mae under its guaranty of the Fannie Mae
Certificates are obligations solely of Fannie Mae.
Freddie Mac Certificates. Freddie Mac is a publicly held U.S. Government
sponsored enterprise. The principal activity of Freddie Mac currently is the
purchase of first lien, conventional, residential mortgage loans and
participation interests in such mortgage loans and their resale in the form of
mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac
Certificate represents a pro rata interest in a group of mortgage loans or
participation in mortgage loans (a "Freddie Mac Certificate group") purchased by
Freddie Mac.
Freddie Mac guarantees to each registered holder of a Freddie Mac
Certificate the timely payment of interest at the rate provided for by such
Freddie Mac Certificate (whether or not received on the underlying loans).
Freddie Mac also guarantees to each registered Certificate holder ultimate
collection of all principal of the related mortgage loans, without any offset or
deduction, but does not, generally, guarantee the timely payment of scheduled
principal. The obligations of Freddie Mac under its guaranty of Freddie Mac
Certificates are obligations solely of Freddie Mac.
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The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates
consist of adjustable rate or fixed rate mortgage loans with original terms to
maturity of between five and thirty years. Substantially all of these mortgage
loans are secured by first liens on one-to-four-family residential properties or
multifamily projects. Each mortgage loan must meet the applicable standards set
forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate
group may include whole loans, participation interests in whole loans and
undivided interests in whole loans and participations comprising another Freddie
Mac Certificate group.
Mortgage Pass-Through Securities. Each Fund (other than CORE Large Cap
Value, CORE U.S. Equity, CORE Large Cap Growth, CORE Small Cap Equity and CORE
International Equity Funds) may invest in both government guaranteed and
privately issued mortgage pass-through securities ("Mortgage Pass-Throughs");
that is, fixed or adjustable rate mortgage-backed securities which provide for
monthly payments that are a "pass-through" of the monthly interest and principal
payments (including any prepayments) made by the individual borrowers on the
pooled mortgage loans, net of any fees or other amounts paid to any guarantor,
administrator and/or servicer of the underlying mortgage loans.
The following discussion describes only a few of the wide variety of
structures of Mortgage Pass-Throughs that are available or may be issued.
Description of Certificates. Mortgage Pass-Throughs may be issued in one
or more classes of senior certificates and one or more classes of subordinate
certificates. Each such class may bear a different pass-through rate. Generally,
each certificate will evidence the specified interest of the holder thereof in
the payments of principal or interest or both in respect of the mortgage pool
comprising part of the trust fund for such certificates.
Any class of certificates may also be divided into subclasses entitled to
varying amounts of principal and interest. If a REMIC election has been made,
certificates of such subclasses may be entitled to payments on the basis of a
stated principal balance and stated interest rate, and payments among different
subclasses may be made on a sequential, concurrent, pro rata or disproportionate
basis, or any combination thereof. The stated interest rate on any such subclass
of certificates may be a fixed rate or one which varies in direct or inverse
relationship to an objective interest index.
Generally, each registered holder of a certificate will be entitled to
receive its pro rata share of monthly distributions of all or a portion of
principal of the underlying mortgage loans or of interest on the principal
balances thereof, which accrues at the applicable mortgage pass-through rate, or
both. The difference between the mortgage interest rate and the related mortgage
pass-through rate (less the amount, if any, of retained yield) with respect to
each mortgage loan will generally be paid to the servicer as a servicing fee.
Since certain adjustable rate mortgage loans included in a mortgage pool may
provide for deferred interest (i.e., negative amortization), the amount of
interest actually paid by a mortgagor in any month may be less than the amount
of interest accrued on the outstanding principal balance of the related mortgage
loan during the relevant period at the applicable mortgage interest rate. In
such event, the amount of interest that is treated as deferred interest will be
added to the principal balance of the related mortgage loan and
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will be distributed pro rata to certificate-holders as principal of such
mortgage loan when paid by the mortgagor in subsequent monthly payments or at
maturity.
Ratings. The ratings assigned by a rating organization to Mortgage
Pass-Throughs address the likelihood of the receipt of all distributions on the
underlying mortgage loans by the related certificate-holders under the
agreements pursuant to which such certificates are issued. A rating
organization's ratings take into consideration the credit quality of the related
mortgage pool, including any credit support providers, structural and legal
aspects associated with such certificates, and the extent to which the payment
stream on such mortgage pool is adequate to make payments required by such
certificates. A rating organization's ratings on such certificates do not,
however, constitute a statement regarding frequency of prepayments on the
related mortgage loans. In addition, the rating assigned by a rating
organization to a certificate does not address the remote possibility that, in
the event of the insolvency of the issuer of certificates where a subordinated
interest was retained, the issuance and sale of the senior certificates may be
recharacterized as a financing and, as a result of such recharacterization,
payments on such certificates may be affected.
Credit Enhancement. Credit support falls generally into two categories:
(i) liquidity protection and (ii) protection against losses resulting from
default by an obligor on the underlying assets. Liquidity protection refers to
the provision of advances, generally by the entity administering the pools of
mortgages, the provision of a reserve fund, or a combination thereof, to ensure,
subject to certain limitations, that scheduled payments on the underlying pool
are made in a timely fashion. Protection against losses resulting from default
ensures ultimate payment of the obligations on at least a portion of the assets
in the pool. Such credit support can be provided by, among other things, payment
guarantees, letters of credit, pool insurance, subordination, or any combination
thereof.
Subordination; Shifting of Interest; Reserve Fund. In order to achieve
ratings on one or more classes of Mortgage Pass-Throughs, one or more classes of
certificates may be subordinate certificates which provide that the rights of
the subordinate certificate-holders to receive any or a specified portion of
distributions with respect to the underlying mortgage loans may be subordinated
to the rights of the senior certificate-holders. If so structured, the
subordination feature may be enhanced by distributing to the senior
certificate-holders on certain distribution dates, as payment of principal, a
specified percentage (which generally declines over time) of all principal
payments received during the preceding prepayment period ("shifting interest
credit enhancement"). This will have the effect of accelerating the amortization
of the senior certificates while increasing the interest in the trust fund
evidenced by the subordinate certificates. Increasing the interest of the
subordinate certificates relative to that of the senior certificates is intended
to preserve the availability of the subordination provided by the subordinate
certificates. In addition, because the senior certificate-holders in a shifting
interest credit enhancement structure are entitled to receive a percentage of
principal prepayments which is greater than their proportionate interest in the
trust fund, the rate of principal prepayments on the mortgage loans will have an
even greater effect on the rate of principal payments and the amount of interest
payments on, and the yield to maturity of, the senior certificates.
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In addition to providing for a preferential right of the senior
certificate-holders to receive current distributions from the mortgage pool, a
reserve fund may be established relating to such certificates (the "Reserve
Fund"). The Reserve Fund may be created with an initial cash deposit by the
originator or servicer and augmented by the retention of distributions otherwise
available to the subordinate certificate-holders or by excess servicing fees
until the Reserve Fund reaches a specified amount.
The subordination feature, and any Reserve Fund, are intended to enhance
the likelihood of timely receipt by senior certificate-holders of the full
amount of scheduled monthly payments of principal and interest due them and will
protect the senior certificate-holders against certain losses; however, in
certain circumstances the Reserve Fund could be depleted and temporary
shortfalls could result. In the event the Reserve Fund is depleted before the
subordinated amount is reduced to zero, senior certificate-holders will
nevertheless have a preferential right to receive current distributions from the
mortgage pool to the extent of the then outstanding subordinated amount. Unless
otherwise specified, until the subordinated amount is reduced to zero, on any
distribution date any amount otherwise distributable to the subordinate
certificates or, to the extent specified, in the Reserve Fund will generally be
used to offset the amount of any losses realized with respect to the mortgage
loans ("Realized Losses"). Realized Losses remaining after application of such
amounts will generally be applied to reduce the ownership interest of the
subordinate certificates in the mortgage pool. If the subordinated amount has
been reduced to zero, Realized Losses generally will be allocated pro rata among
all certificate-holders in proportion to their respective outstanding interests
in the mortgage pool.
Alternative Credit Enhancement. As an alternative, or in addition to the
credit enhancement afforded by subordination, credit enhancement for Mortgage
Pass-Throughs may be provided by mortgage insurance, hazard insurance, by the
deposit of cash, certificates of deposit, letters of credit, a limited guaranty
or by such other methods as are acceptable to a rating agency. In certain
circumstances, such as where credit enhancement is provided by guarantees or a
letter of credit, the security is subject to credit risk because of its exposure
to an external credit enhancement provider.
Voluntary Advances. Generally, in the event of delinquencies in payments
on the mortgage loans underlying the Mortgage Pass-Throughs, the servicer agrees
to make advances of cash for the benefit of certificate-holders, but only to the
extent that it determines such voluntary advances will be recoverable from
future payments and collections on the mortgage loans or otherwise.
Optional Termination. Generally, the servicer may, at its option with
respect to any certificates, repurchase all of the underlying mortgage loans
remaining outstanding at such time if the aggregate outstanding principal
balance of such mortgage loans is less than a specified percentage (generally
5-10%) of the aggregate outstanding principal balance of the mortgage loans as
of the cut-off date specified with respect to such series.
Multiple Class Mortgage-Backed Securities and Collateralized Mortgage
Obligations. A Fund may invest in multiple class securities including
collateralized mortgage obligations
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("CMOs") and REMIC Certificates. These securities may be issued by U.S.
Government agencies and instrumentalities such as Fannie Mae or Freddie Mac or
by trusts formed by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage bankers, commercial banks,
insurance companies, investment banks and special purpose subsidiaries of the
foregoing. In general, CMOs are debt obligations of a legal entity that are
collateralized by, and multiple class mortgage-backed securities represent
direct ownership interests in, a pool of mortgage loans or mortgage-backed
securities the payments on which are used to make payments on the CMOs or
multiple class mortgage-backed securities.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. In addition, Fannie Mae
will be obligated to distribute the principal balance of each class of REMIC
Certificates in full, whether or not sufficient funds are otherwise available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC
Certificates and also guarantees the payment of principal as payments are
required to be made on the underlying mortgage participation certificates
("PCs"). PCs represent undivided interests in specified level payment,
residential mortgages or participation therein purchased by Freddie Mac and
placed in a PC pool. With respect to principal payments on PCs, Freddie Mac
generally guarantees ultimate collection of all principal of the related
mortgage loans without offset or deduction. Freddie Mac also guarantees timely
payment of principal of certain PCs.
CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie
Mac are types of multiple class mortgage-backed securities. Investors may
purchase beneficial interests in REMICs, which are known as "regular" interests
or "residual" interests. The Funds do not intend to purchase residual interests
in REMICs. The REMIC Certificates represent beneficial ownership interests in a
REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac
or Ginnie Mae guaranteed mortgage-backed securities (the "Mortgage Assets"). The
obligations of Fannie Mae or Freddie Mac under their respective guaranty of the
REMIC Certificates are obligations solely of Fannie Mae or Freddie Mac,
respectively.
CMOs and REMIC Certificates are issued in multiple classes. Each class of
CMOs or REMIC Certificates, often referred to as a "tranche," is issued at a
specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Principal prepayments on the Mortgage Loans or
the Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or
all of the classes of CMOs or REMIC Certificates to be retired substantially
earlier than their final distribution dates. Generally, interest is paid or
accrues on all classes of CMOs or REMIC Certificates on a monthly basis.
The principal of and interest on the Mortgage Assets may be allocated
among the several classes of CMOs or REMIC Certificates in various ways. In
certain structures (known as "sequential pay" CMOs or REMIC Certificates),
payments of principal, including any principal prepayments, on the Mortgage
Assets generally are applied to the classes of CMOs or REMIC Certificates in the
order of their respective final distribution dates. Thus, no payment of
principal
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will be made on any class of sequential pay CMOs or REMIC Certificates until all
other classes having an earlier final distribution date have been paid in full.
Additional structures of CMOs and REMIC Certificates include, among
others, "parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or REMIC
Certificates are those which are structured to apply principal payments and
prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or
sequential pay structures. These securities include accrual certificates (also
known as "Z-Bonds"), which only accrue interest at a specified rate until all
other certificates having an earlier final distribution date have been retired
and are converted thereafter to an interest-paying security, and planned
amortization class ("PAC") certificates, which are parallel pay REMIC
Certificates that generally require that specified amounts of principal be
applied on each payment date to one or more classes or REMIC Certificates (the
"PAC Certificates"), even though all other principal payments and prepayments of
the Mortgage Assets are then required to be applied to one or more other classes
of the Certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each payment date after interest due has
been paid to all classes entitled to receive interest currently. Shortfalls, if
any, are added to the amount payable on the next payment date. The PAC
Certificate payment schedule is taken into account in calculating the final
distribution date of each class of PAC. In order to create PAC tranches, one or
more tranches generally must be created that absorb most of the volatility in
the underlying mortgage assets. These tranches tend to have market prices and
yields that are much more volatile than other PAC classes.
Stripped Mortgage-Backed Securities. The Balanced Fund may invest in
stripped mortgage-backed securities ("SMBS"), which are derivative multiclass
mortgage securities. Although the market for such securities is increasingly
liquid, certain SMBS may not be readily marketable and will be considered
illiquid for purposes of the Fund's limitation on investments in illiquid
securities. The market value of the class consisting entirely of principal
payments generally is unusually volatile in response to changes in interest
rates. The yields on a class of SMBS that receives all or most of the interest
from Mortgage Assets are generally higher than prevailing market yields on other
mortgage-backed securities because their cash flow patterns are more volatile
and there is a greater risk that the initial investment will not be fully
recouped.
Inverse Floating Rate Securities
The Balanced Fund may invest in leveraged inverse floating rate debt
instruments ("inverse floaters"). The interest rate on an inverse floater resets
in the opposite direction from the market rate of interest to which the inverse
floater is indexed. An inverse floater may be considered to be leveraged to the
extent that its interest rate varies by a magnitude that exceeds the magnitude
of the change in the index rate of interest. The higher degree of leverage
inherent in inverse floaters is associated with greater volatility in their
market values. Accordingly, the duration of an inverse
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floater may exceed its stated final maturity. Certain inverse floaters may be
deemed to be illiquid securities for purposes of each Fund's 15% limitation on
investments in such securities.
Asset-Backed Securities
Each Fund (except the CORE Large Cap Value, CORE U.S. Equity, CORE Large
Cap Growth, CORE Small Cap Equity and CORE International Equity Funds) may
invest in asset-backed securities. Asset-backed securities represent
participation in, or are secured by and payable from, assets such as motor
vehicle installment sales, installment loan contracts, leases of various types
of real and personal property, receivables from revolving credit (credit card)
agreements and other categories of receivables. Such assets are securitized
through the use of trusts and special purpose corporations. Payments or
distributions of principal and interest may be guaranteed up to certain amounts
and for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the trust or corporation, or
other credit enhancements may be present.
Like mortgage-backed securities, asset-backed securities are often subject
to more rapid repayment than their stated maturity date would indicate as a
result of the pass-through of prepayments of principal on the underlying loans.
A Fund's ability to maintain positions in such securities will be affected by
reductions in the principal amount of such securities resulting from
prepayments, and its ability to reinvest the returns of principal at comparable
yields is subject to generally prevailing interest rates at that time. To the
extent that a Fund invests in asset-backed securities, the values of such Fund's
portfolio securities will vary with changes in market interest rates generally
and the differentials in yields among various kinds of asset-backed securities.
Asset-backed securities present certain additional risks that are not
presented by mortgage-backed securities because asset-backed securities
generally do not have the benefit of a security interest in collateral that is
comparable to mortgage assets. Credit card receivables are generally unsecured
and the debtors on such receivables are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set-off certain amounts owed on the credit cards, thereby reducing the
balance due. Automobile receivables generally are secured, but by automobiles
rather than residential real property. Most issuers of automobile receivables
permit the loan servicers to retain possession of the underlying obligations. If
the servicer were to sell these obligations to another party, there is a risk
that the purchaser would acquire an interest superior to that of the holders of
the asset-backed securities. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of the automobile receivables may not have a
proper security interest in the underlying automobiles. Therefore, there is the
possibility that, in some cases, recoveries on repossessed collateral may not be
available to support payments on these securities.
Loan Participations
Balanced Fund may invest in loan participations. Such loans must be to
issuers in whose obligations Balanced Fund may invest. A loan participation is
an interest in a loan to a U.S. or
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foreign company or other borrower which is administered and sold by a financial
intermediary. In a typical corporate loan syndication, a number of lenders,
usually banks (co-lenders), lend a corporate borrower a specified sum pursuant
to the terms and conditions of a loan agreement. One of the co-lenders usually
agrees to act as the agent bank with respect to the loan.
Participation interests acquired by Balanced Fund may take the form of a
direct or co-lending relationship with the corporate borrower, an assignment of
an interest in the loan by a co-lender or another participant, or a
participation in the seller's share of the loan. When Balanced Fund acts as
co-lender in connection with a participation interest or when Balanced Fund
acquires certain participation interests, Balanced Fund will have direct
recourse against the borrower if the borrower fails to pay scheduled principal
and interest. In cases where Balanced Fund lacks direct recourse, it will look
to the agent bank to enforce appropriate credit remedies against the borrower.
In these cases, Balanced Fund may be subject to delays, expenses and risks that
are greater than those that would have been involved if the Fund had purchased a
direct obligation (such as commercial paper) of such borrower. For example, in
the event of the bankruptcy or insolvency of the corporate borrower, a loan
participation may be subject to certain defenses by the borrower as a result of
improper conduct by the agent bank. Moreover, under the terms of the loan
participation, Balanced Fund may be regarded as a creditor of the agent bank
(rather than of the underlying corporate borrower), so that Balanced Fund may
also be subject to the risk that the agent bank may become insolvent. The
secondary market, if any, for these loan participations is limited and any loan
participations purchased by the Balanced Fund will be regarded as illiquid.
For purposes of certain investment limitations pertaining to
diversification of the Balanced Fund's portfolio investments, the issuer of a
loan participation will be the underlying borrower. However, in cases where the
Balanced Fund does not have recourse directly against the borrower, both the
borrower and each agent bank and co-lender interposed between the Balanced Fund
and the borrower will be deemed issuers of a loan participation.
Futures Contracts and Options on Futures Contracts
Each Fund may purchase and sell futures contracts and may also purchase
and write options on futures contracts. CORE Large Cap Value, CORE Large Cap
Growth and CORE Small Cap Equity Funds may only enter into such transactions
with respect to a representative index. CORE U.S. Equity Fund may enter into
futures transactions only with respect to the S&P 500 Index. The other Funds may
purchase and sell futures contracts based on various securities (such as U.S.
Government securities), securities indices, foreign currencies and other
financial instruments and indices. Each Fund will engage in futures and related
options transactions, only for bona fide hedging purposes as defined below or
for purposes of seeking to increase total return to the extent permitted by
regulations of the Commodity Futures Trading Commission ("CFTC"). Futures
contracts entered into by a Fund are traded on U.S. exchanges or boards of trade
that are licensed and regulated by the CFTC or on foreign exchanges. Neither the
CFTC, National Futures Association nor any domestic exchange regulates
activities of any foreign exchange or boards of trade, including the execution,
delivery and clearing of transactions, or has the power to compel enforcement of
the rules of a foreign exchange or board of trade or any applicable foreign law.
This is true even if the exchange is formally linked to a domestic market so
that a position taken on
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the market may be liquidated by a transaction on another market. Moreover, such
laws or regulations will vary depending on the foreign country in which the
foreign futures or foreign options transaction occurs. For these reasons,
persons who trade foreign futures or foreign options contracts may not be
afforded certain of the protective measures provided by the Commodity Exchange
Act, the CFTC's regulations and the rules of the National Futures Association
and any domestic exchange, including the right to use reparations proceedings
before the CFTC and arbitration proceedings provided by the National Futures
Association or any domestic futures exchange. In particular, a Fund's
investments in foreign futures or foreign options transactions may not be
provided the same protections in respect of transactions on United States
futures exchanges.
Futures Contracts. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, a Fund
can seek through the sale of futures contracts to offset a decline in the value
of its current portfolio securities. When rates are falling or prices are
rising, a Fund, through the purchase of futures contracts, can attempt to secure
better rates or prices than might later be available in the market when it
effects anticipated purchases. Similarly, each Fund (other than CORE Large Cap
Value, CORE U.S. Equity, CORE Large Cap Growth and CORE Small Cap Equity Funds)
can purchase and sell futures contracts on a specified currency in order to seek
to increase total return or to hedge against changes in currency exchange rates.
Each Fund (other than CORE Large Cap Value, CORE U.S. Equity, CORE Large Cap
Growth and CORE Small Cap Equity Funds) can purchase futures contracts on
foreign currency to establish the price in U.S. dollars of a security quoted or
denominated in such currency that such Fund has acquired or expects to acquire.
Balanced Fund may also use futures contracts to manage the term structure and
duration of its fixed-income securities holdings in accordance with that Fund's
investment objectives and policies.
Positions taken in the futures market are not normally held to maturity,
but are instead liquidated through offsetting transactions which may result in a
profit or a loss. While each Fund will usually liquidate futures contracts on
securities or currency in this manner, a Fund may instead make or take delivery
of the underlying securities or currency whenever it appears economically
advantageous for the Fund to do so. A clearing corporation associated with the
exchange on which futures are traded guarantees that, if still open, the sale or
purchase will be performed on the settlement date.
Hedging Strategies. Hedging, by use of futures contracts, seeks to
establish with more certainty than would otherwise be possible the effective
price, rate of return or currency exchange rate on portfolio securities or
securities that a Fund owns or proposes to acquire. A Fund may, for example,
take a "short" position in the futures market by selling futures contracts to
seek to hedge against an anticipated rise in interest rates or a decline in
market prices or (other than CORE Large Cap Value, CORE U.S. Equity, CORE
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<PAGE>
Large Cap Growth and CORE Small Cap Equity Funds) foreign currency rates that
would adversely affect the dollar value of such Fund's portfolio securities.
Similarly, each Fund (other than CORE Large Cap Value, CORE U.S. Equity, CORE
Large Cap Growth and CORE Small Cap Equity Funds) may sell futures contracts on
a currency in which its portfolio securities are quoted or denominated or in one
currency to seek to hedge against fluctuations in the value of securities quoted
or denominated in a different currency if there is an established historical
pattern of correlation between the two currencies. If, in the opinion of the
applicable Investment Adviser, there is a sufficient degree of correlation
between price trends for a Fund's portfolio securities and futures contracts
based on other financial instruments, securities indices or other indices, a
Fund may also enter into such futures contracts as part of its hedging strategy.
Although under some circumstances prices of securities in a Fund's portfolio may
be more or less volatile than prices of such futures contracts, the Investment
Advisers will attempt to estimate the extent of this volatility difference based
on historical patterns and compensate for any such differential by having a Fund
enter into a greater or lesser number of futures contracts or by attempting to
achieve only a partial hedge against price changes affecting a Fund's securities
portfolio. When hedging of this character is successful, any depreciation in the
value of portfolio securities will be substantially offset by appreciation in
the value of the futures position. On the other hand, any unanticipated
appreciation in the value of a Fund's portfolio securities would be
substantially offset by a decline in the value of the futures position.
On other occasions, a Fund may take a "long" position by purchasing such
futures contracts. This would be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.
Options on Futures Contracts. The acquisition of put and call options on
futures contracts will give a Fund the right (but not the obligation), for a
specified price, to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium
which may partially offset a decline in the value of a Fund's assets. By writing
a call option, a Fund becomes obligated, in exchange for the premium, to sell a
futures contract if the option is exercised, which may have a value higher than
the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium, which may partially offset an increase in the
price of securities that a Fund intends to purchase. However, a Fund becomes
obligated to purchase a futures contract if the option is exercised, which may
have a value lower than the exercise price. Thus, the loss incurred by a Fund in
writing options on futures is potentially unlimited and may exceed the amount of
the premium received. A Fund will incur transaction costs in connection with the
writing of options on futures.
The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same financial
instrument. There is no guarantee that such closing transactions can be
effected. A Fund's ability to establish and close out positions on such options
will be subject to the development and maintenance of a liquid market.
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<PAGE>
Other Considerations. Each Fund will engage in futures transactions and
will engage in related options transactions only for bona fide hedging as
defined in the regulations of the CFTC or to seek to increase total return to
the extent permitted by such regulations.
In addition to bona fide hedging, a CFTC regulation permits a Fund to
engage in other future transactions if the aggregate initial margin and premiums
required to establish such positions in futures contracts and options on futures
do not exceed 5% of the net asset value of such Fund's portfolio, after taking
into account unrealized profits and losses on any such positions and excluding
the amount by which such options were in-the-money at the time of purchase. A
Fund will engage in transactions in futures contracts and, for a Fund permitted
to do so, related options transactions only to the extent such transactions are
consistent with the requirements of the Code for maintaining its qualification
as a regulated investment company for federal income tax purposes.
Transactions in futures contracts and options on futures involve brokerage
costs, require margin deposits and, in certain cases, require the Fund to
segregate with its custodian cash or liquid assets in an amount equal to the
underlying value of such contracts and options.
While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for a Fund than if it had not
entered into any futures contracts or options transactions. In the event of an
imperfect correlation between a futures position and a portfolio position which
is intended to be protected, the desired protection may not be obtained and a
Fund may be exposed to risk of loss.
Perfect correlation between a Fund's futures positions and portfolio
positions will be difficult to achieve because no futures contracts based on
individual equity or corporate fixed-income securities are currently available.
In addition, it is not possible for a Fund to hedge fully or perfectly against
currency fluctuations affecting the value of securities quoted or denominated in
foreign currencies because the value of such securities is likely to fluctuate
as a result of independent factors not related to currency fluctuations. The
profitability of a Fund's trading in futures depends upon the ability of the
Investment Adviser to analyze correctly the futures markets.
Options on Securities and Securities Indices
Writing Covered Options. Each Fund may write (sell) covered call and put
options on any securities in which it may invest. A call option written by a
Fund obligates such Fund to sell specified securities to the holder of the
option at a specified price if the option is exercised at any time before the
expiration date. All call options written by a Fund are covered, which means
that such Fund will own the securities subject to the option as long as the
option is outstanding or such Fund will use the other methods described below. A
Fund's purpose in writing covered call options is to realize greater income than
would be realized on portfolio securities transactions alone. However, a Fund
may forego the opportunity to profit from an increase in the market price of the
underlying security.
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A put option written by a Fund would obligate such Fund to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. All put options written by
a Fund would be covered, which means that such Fund will segregate cash or
liquid assets with a value at least equal to the exercise price of the put
option or will use the other methods described below. The purpose of writing
such options is to generate additional income for the Fund. However, in return
for the option premium, each Fund accepts the risk that it may be required to
purchase the underlying securities at a price in excess of the securities'
market value at the time of purchase.
Call and put options written by a Fund will also be considered to be
covered to the extent that the Fund's liabilities under such options are wholly
or partially offset by its rights under call and put options purchased by the
Fund or by an offsetting forward contract which, by virtue of its exercise price
or otherwise, reduces a Fund's net exposure on its written option position.
A Fund may also write (sell) covered call and put options on any
securities index consisting of securities in which it may invest. Options on
securities indices are similar to options on securities, except that the
exercise of securities index options requires cash payments and does not involve
the actual purchase or sale of securities. In addition, securities index options
are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security.
A Fund may cover call options on a securities index by owning securities
whose price changes are expected to be similar to those of the underlying index,
or by having an absolute and immediate right to acquire such securities without
additional cash consideration (or for additional cash consideration which has
been segregated by the Fund) upon conversion or exchange of other securities in
its portfolio. A Fund may cover call and put options on a securities index by
segregating cash or liquid assets with a value equal to the exercise price.
A Fund may terminate its obligations under an exchange traded call or put
option by purchasing an option identical to the one it has written. Obligations
under over-the-counter options may be terminated only by entering into an
offsetting transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase transactions."
Purchasing Options. Each Fund may purchase put and call options on any
securities in which it may invest or options on any securities index composed of
securities in which it may invest. A Fund would also be able to enter into
closing sale transactions in order to realize gains or minimize losses on
options it had purchased.
A Fund may purchase call options in anticipation of an increase in the
market value of securities of the type in which it may invest. The purchase of a
call option would entitle a Fund, in return for the premium paid, to purchase
specified securities at a specified price during the option period. A Fund would
ordinarily realize a gain if, during the option period, the value of such
securities exceeded the sum of the exercise price, the premium paid and
transaction costs; otherwise such a Fund would realize either no gain or a loss
on the purchase of the call option.
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A Fund may purchase put options in anticipation of a decline in the market
value of securities in its portfolio ("protective puts") or in securities in
which it may invest. The purchase of a put option would entitle a Fund, in
exchange for the premium paid, to sell specified securities at a specified price
during the option period. The purchase of protective puts is designed to offset
or hedge against a decline in the market value of a Fund's securities. Put
options may also be purchased by a Fund for the purpose of affirmatively
benefiting from a decline in the price of securities which it does not own. A
Fund would ordinarily realize a gain if, during the option period, the value of
the underlying securities decreased below the exercise price sufficiently to
more than cover the premium and transaction costs; otherwise such a Fund would
realize either no gain or a loss on the purchase of the put option. Gains and
losses on the purchase of protective put options would tend to be offset by
countervailing changes in the value of the underlying portfolio securities.
A Fund would purchase put and call options on securities indices for the
same purposes as it would purchase options on individual securities. For a
description of options on securities indices, see "Writing Covered Options"
above.
Yield Curve Options. The Balanced Fund may enter into options on the yield
"spread" or differential between two securities. Such transactions are referred
to as "yield curve" options. In contrast to other types of options, a yield
curve option is based on the difference between the yields of designated
securities, rather than the prices of the individual securities, and is settled
through cash payments. Accordingly, a yield curve option is profitable to the
holder if this differential widens (in the case of a call) or narrows (in the
case of a put), regardless of whether the yields of the underlying securities
increase or decrease.
The Balanced Fund may purchase or write yield curve options for the same
purposes as other options on securities. For example, the Fund may purchase a
call option on the yield spread between two securities if it owns one of the
securities and anticipates purchasing the other security and wants to hedge
against an adverse change in the yield spread between the two securities. The
Balanced Fund may also purchase or write yield curve options in an effort to
increase current income if, in the judgment of the Investment Adviser, the Fund
will be able to profit from movements in the spread between the yields of the
underlying securities. The trading of yield curve options is subject to all of
the risks associated with the trading of other types of options. In addition,
however, such options present risk of loss even if the yield of one of the
underlying securities remains constant, if the spread moves in a direction or to
an extent which was not anticipated.
Yield curve options written by the Balanced Fund will be "covered." A call
(or put) option is covered if the Fund holds another call (or put) option on the
spread between the same two securities and segregates cash or liquid assets
sufficient to cover the Fund's net liability under the two options. Therefore,
the Fund's liability for such a covered option is generally limited to the
difference between the amount of such Fund's liability under the option written
by the Fund less the value of the option held by the Fund. Yield curve options
may also be covered in such other manner as may be in accordance with the
requirements of the counterparty with which the option is
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traded and applicable laws and regulations. Yield curve options are traded
over-the-counter, and because they have been only recently introduced,
established trading markets for these options have not yet developed.
Risks Associated with Options Transactions. There is no assurance that a
liquid secondary market on an options exchange will exist for any particular
exchange-traded option or at any particular time. If a Fund is unable to effect
a closing purchase transaction with respect to covered options it has written,
the Fund will not be able to sell the underlying securities or dispose of
segregated assets until the options expire or are exercised. Similarly, if a
Fund is unable to effect a closing sale transaction with respect to options it
has purchased, it will have to exercise the options in order to realize any
profit and will incur transaction costs upon the purchase or sale of underlying
securities.
Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or in
that class or series of options) would cease to exist, although outstanding
options on that exchange that had been issued by the Options Clearing
Corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.
Each Fund may purchase and sell both options that are traded on U.S. and
foreign exchanges and options traded over-the-counter with broker-dealers who
make markets in these options. The ability to terminate over-the-counter options
is more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations.
Transactions by each Fund in options on securities and indices will be
subject to limitations established by each of the exchanges, boards of trade or
other trading facilities governing the maximum number of options in each class
which may be written or purchased by a single investor or group of investors
acting in concert. Thus, the number of options which a Fund may write or
purchase may be affected by options written or purchased by other investment
advisory clients of the Investment Advisers. An exchange, board of trade or
other trading facility may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions.
The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The use of options to seek to
increase total return involves the risk of loss if the Investment Adviser is
incorrect in its expectation of fluctuations in securities prices or interest
rates.
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The successful use of options for hedging purposes also depends in part on the
ability of the Investment Adviser to manage future price fluctuations and the
degree of correlation between the options and securities markets. If the
Investment Adviser is incorrect in its expectation of changes in securities
prices or determination of the correlation between the securities indices on
which options are written and purchased and the securities in a Fund's
investment portfolio, the investment performance of the Fund will be less
favorable than it would have been in the absence of such options transactions.
The writing of options could increase a Fund's portfolio turnover rate and,
therefore, associated brokerage commissions or spreads.
Real Estate Investment Trusts
Each Fund may invest in shares of REITs. REITs are pooled investment
vehicles which invest primarily in income producing real estate or real estate
related loans or interest. REITs are generally classified as equity REITs,
mortgage REITs or a combination of equity and mortgage REITs. Equity REITs
invest the majority of their assets directly in real property and derive income
primarily from the collection of rents. Equity REITs can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITs
invest the majority of their assets in real estate mortgages and derive income
from the collection of interest payments. Like regulated investment companies
such as the Funds, REITs are not taxed on income distributed to shareholders
provided they comply with certain requirements under the Code. A Fund will
indirectly bear its proportionate share of any expenses paid by REITs in which
it invests in addition to the expenses paid by a Fund.
Investing in REITs involves certain unique risks. Equity REITs may be
affected by changes in the value of the underlying property owned by such REITs,
while mortgage REITs may be affected by the quality of any credit extended.
REITs are dependent upon management skills, are not diversified (except to the
extent the Code requires), and are subject to the risks of financing projects.
REITs are subject to heavy cash flow dependency, default by borrowers,
self-liquidation, and the possibilities of failing to qualify for the exemption
from tax for distributed income under the Code and failing to maintain their
exemptions from the Act. REITs (especially mortgage REITs) are also subject to
interest rate risks.
Warrants and Stock Purchase Rights
Each Fund may invest in warrants or rights (other than those acquired in
units or attached to other securities) which entitle the holder to buy equity
securities at a specific price for a specific period of time. A Fund will invest
in warrants and rights only if such equity securities are deemed appropriate by
the Investment Adviser for investment by the Fund. CORE Large Cap Value, CORE
U.S. Equity, CORE Large Cap Growth, CORE Small Cap Equity and CORE International
Equity Funds have no present intention of acquiring warrants or rights. Warrants
and rights have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer.
Foreign Securities
Each Fund may invest in securities of foreign issuers. The Balanced,
Growth and Income, CORE International Equity, Capital Growth, Strategic Growth,
Growth Opportunities, MidCap
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Value, International Equity, Small Cap Value, Large Cap Value, European Equity,
Japanese Equity, International Small Cap, Emerging Markets Equity and Asia
Growth Funds may invest in the aggregate up to 10%, 25%, 90%, 10%, 10%, 10%,
25%, 65%, 25%, 25%, 65%, 65%, 65%, 65% and 65%, respectively, of their total
assets in foreign securities. With respect to the CORE U.S. Equity, CORE Large
Cap Growth, CORE Large Cap Value and CORE Small Cap Equity Funds, equity
securities of foreign issuers must be traded in the United States.
Investments in foreign securities may offer potential benefits not
available from investments solely in U.S. dollar-denominated or quoted
securities of domestic issuers. Such benefits may include the opportunity to
invest in foreign issuers that appear, in the opinion of the applicable
Investment Adviser, to offer the potential for long-term growth of capital and
income, the opportunity to invest in foreign countries with economic policies or
business cycles different from those of the United States and the opportunity to
reduce fluctuations in portfolio value by taking advantage of foreign stock
markets that do not necessarily move in a manner parallel to U.S. markets.
Investing in foreign securities involves certain special risks, including
those set forth below, which are not typically associated with investing in U.S.
dollar-denominated or quoted securities of U.S. issuers. Investments in foreign
securities usually involve currencies of foreign countries. Accordingly, any
Fund that invests in foreign securities may be affected favorably or unfavorably
by changes in currency rates and in exchange control regulations and may incur
costs in connection with conversions between various currencies. Balanced,
Growth and Income, CORE International Equity, Capital Growth, Strategic Growth,
Growth Opportunities, Mid Cap Value, International Equity, Small Cap Value,
Large Cap Value, European Equity, Japanese Equity, International Small Cap,
Emerging Markets Equity and Asia Growth Funds may be subject to currency
exposure independent of their securities positions. To the extent that a Fund is
fully invested in foreign securities while also maintaining currency positions,
it may be exposed to greater combined risk.
Currency exchange rates may fluctuate significantly over short periods of
time. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or anticipated changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates also
can be affected unpredictably by intervention by U.S. or foreign governments or
central banks or the failure to intervene or by currency controls or political
developments in the United States or abroad.
Since foreign issuers generally are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to U.S. companies, there may be less publicly
available information about a foreign company than about a U.S. company. Volume
and liquidity in most foreign securities markets are less than in the United
States and securities of many foreign companies are less liquid and more
volatile than securities of comparable U.S. companies. Fixed commissions on
foreign securities exchanges are generally higher than negotiated commissions on
U.S. exchanges, although each Fund endeavors to achieve the most favorable net
results on its portfolio transactions. There is generally less government
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supervision and regulation of foreign securities exchanges, brokers, dealers and
listed and unlisted companies than in the United States.
Foreign markets also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Such delays in settlement could result in temporary
periods when some of a Fund's assets are uninvested and no return is earned on
such assets. The inability of a Fund to make intended security purchases due to
settlement problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Fund due to subsequent declines in
value of the portfolio securities or, if the Fund has entered into a contract to
sell the securities, could result in possible liability to the purchaser. In
addition, with respect to certain foreign countries, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect a Fund's investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position.
Each Fund may invest in foreign securities which take the form of
sponsored and unsponsored American Depository Receipts ("ADRs") and Global
Depository Receipts ("GDRs") and (except for CORE Large Cap Value, CORE U.S.
Equity, CORE Large Cap Growth and CORE Small Cap Equity Funds) may also invest
in European Depository Receipts ("EDRs") or other similar instruments
representing securities of foreign issuers (together, "Depository Receipts").
ADRs represent the right to receive securities of foreign issuers
deposited in a domestic bank or a correspondent bank. ADRs are traded on
domestic exchanges or in the U.S. over-the-counter market and, generally, are in
registered form. EDRs and GDRs are receipts evidencing an arrangement with a
non-U.S. bank similar to that for ADRs and are designed for use in the non-U.S.
securities markets. EDRs and GDRs are not necessarily quoted in the same
currency as the underlying security.
To the extent a Fund acquires Depository Receipts through banks which do
not have a contractual relationship with the foreign issuer of the security
underlying the Depository Receipts to issue and service such Depository Receipts
(unsponsored), there may be an increased possibility that the Fund would not
become aware of and be able to respond to corporate actions such as stock splits
or rights offerings involving the foreign issuer in a timely manner. In
addition, the lack of information may result in inefficiencies in the valuation
of such instruments. Investment in Depository Receipts does not eliminate all
the risks inherent in investing in securities of non-U.S. issuers. The market
value of Depository Receipts is dependent upon the market value of the
underlying securities and fluctuations in the relative value of the currencies
in which the Depository receipts and the underlying securities are quoted.
However, by investing in Depository Receipts, such as ADRs, that are quoted in
U.S. dollars, a Fund may avoid currency risks during the settlement period for
purchases and sales.
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As described more fully below, each Fund (except CORE Large Cap Value,
CORE U.S. Equity, CORE Large Cap Growth and CORE Small Cap Equity Funds) may
invest in countries with emerging economies or securities markets. Political and
economic structures in many of such countries may be undergoing significant
evolution and rapid development, and such countries may lack the social,
political and economic stability characteristic of more developed countries.
Certain of such countries may have in the past failed to recognize private
property rights and have at times nationalized or expropriated the assets of
private companies. As a result, the risks described above, including the risks
of nationalization or expropriation of assets, may be heightened. See "Investing
in Emerging Markets, including Asia and Eastern Europe," below.
Investing in Emerging Countries, including Asia and Eastern Europe. CORE
International Equity, International Equity, European Equity, Japanese Equity,
International Small Cap, Asia Growth and Emerging Markets Equity Funds are
intended for long-term investors who can accept the risks associated with
investing primarily in equity and equity-related securities of foreign issuers,
including (for certain Funds) emerging country issuers, as well as the risks
associated with investments quoted or denominated in foreign currencies.
Balanced, Growth and Income, Capital Growth, Strategic Growth, Growth
Opportunities, Mid Cap Value, Small Cap Value and Large Cap Value Funds may
invest, to a lesser extent, in equity and equity-related securities of foreign
issuers, including emerging country issuers.
Each of the securities markets of the emerging countries is less liquid
and subject to greater price volatility and has a smaller market capitalization
than the U.S. securities markets. Issuers and securities markets in such
countries are not subject to as extensive and frequent accounting, financial and
other reporting requirements or as comprehensive government regulations as are
issuers and securities markets in the U.S. In particular, the assets and profits
appearing on the financial statements of emerging country issuers may not
reflect their financial position or results of operations in the same manner as
financial statements for U.S. issuers. Substantially less information may be
publicly available about emerging country issuers than is available about
issuers in the United States.
Emerging country securities markets are typically marked by a high
concentration of market capitalization and trading volume in a small number of
issuers representing a limited number of industries, as well as a high
concentration of ownership of such securities by a limited number of investors.
The markets for securities in certain emerging countries are in the earliest
stages of their development. Even the markets for relatively widely traded
securities in emerging countries may not be able to absorb, without price
disruptions, a significant increase in trading volume or trades of a size
customarily undertaken by institutional investors in the securities markets of
developed countries. The limited size of many of these securities markets can
cause prices to be erratic for reasons apart from factors that affect the
soundness and competitiveness of the securities issuers. For example, prices may
be unduly influenced by traders who control large positions in these markets.
Additionally, market making and arbitrage activities are generally less
extensive in such markets, which may contribute to increased volatility and
reduced liquidity of such markets. The limited liquidity of emerging country
markets may also affect a Fund's ability to accurately value its portfolio
securities or to acquire or dispose of securities at the price and time it
wishes to do so or in order to meet redemption requests.
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<PAGE>
Transaction costs, including brokerage commissions or dealer mark-ups, in
emerging countries may be higher than in the United States and other developed
securities markets. In addition, existing laws and regulations are often
inconsistently applied. As legal systems in emerging countries develop, foreign
investors may be adversely affected by new or amended laws and regulations. In
circumstances where adequate laws exist, it may not be possible to obtain swift
and equitable enforcement of the law.
Foreign investment in the securities markets of certain emerging countries
is restricted or controlled to varying degrees. These restrictions may limit a
Fund's investment in certain emerging countries and may increase the expenses of
the Fund. Certain emerging countries require governmental approval prior to
investments by foreign persons or limit investment by foreign persons to only a
specified percentage of an issuer's outstanding securities or a specific class
of securities which may have less advantageous terms (including price) than
securities of the company available for purchase by nationals. In addition, the
repatriation of both investment income and capital from several of the emerging
countries is subject to restrictions which require governmental consents or
prohibit repatriation entirely for a period of time. Even where there is no
outright restriction on repatriation of capital, the mechanics of repatriation
may affect certain aspects of the operation of a Fund. A Fund may be required to
establish special custodial or other arrangements before investing in certain
emerging countries.
Each of the emerging countries may be subject to a substantially greater
degree of economic, political and social instability and disruption than is the
case in the United States, Japan and most Western European countries. This
instability may result from, among other things, the following: (i)
authoritarian governments or military involvement in political and economic
decision making, including changes or attempted changes in governments through
extra-constitutional means; (ii) popular unrest associated with demands for
improved political, economic or social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; (v) ethnic, religious and
racial disaffection or conflict; and (vi) the absence of developed legal
structures governing foreign private investments and private property. Such
economic, political and social instability could disrupt the principal financial
markets in which the Funds may invest and adversely affect the value of the
Funds' assets. A Fund's investments could in the future be adversely affected by
any increase in taxes or by political, economic or diplomatic developments.
Certain Funds may seek investment opportunities within former "east bloc"
countries in Eastern Europe. See "Fund Investment Objectives and Strategies" in
the prospectus. All or a substantial portion of such investments may be
considered "not readily marketable" for purposes of the limitation set forth
below. For example, most Eastern European countries have had a centrally
planned, socialist economy since shortly after World War II. The governments of
a number of Eastern European countries currently are implementing reforms
directed at political and economic liberalization, including efforts to
decentralize the economic decision-making process and move towards a market
economy. However, business entities in many Eastern European countries do not
have any recent history of operating in a market-oriented economy, and the
ultimate impact of Eastern European countries' attempts to move toward more
market-oriented economies is currently unclear. In addition, any change in the
leadership or policies of Eastern European countries may
B-36
<PAGE>
halt the expansion of or reverse the liberalization of foreign investment
policies now occurring and adversely affect existing investment opportunities.
The economies of emerging countries may differ unfavorably from the U.S.
economy in such respects as growth of gross domestic product, rate of inflation,
capital reinvestment, resources, self-sufficiency and balance of payments. Many
emerging countries have experienced in the past, and continue to experience,
high rates of inflation. In certain countries inflation has at times accelerated
rapidly to hyperinflationary levels, creating a negative interest rate
environment and sharply eroding the value of outstanding financial assets in
those countries. The economies of many emerging countries are heavily dependent
upon international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners. In addition, the
economies of some emerging countries are vulnerable to weakness in world prices
for their commodity exports.
A Fund's income and, in some cases, capital gains from foreign stocks and
securities will be subject to applicable taxation in certain of the countries in
which it invests, and treaties between the U.S. and such countries may not be
available in some cases to reduce the otherwise applicable tax rates. See
"Taxation."
Foreign markets also have different clearance and settlement procedures,
and in certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Such delays in settlement could result in temporary
periods when a portion of the assets of a Fund remain uninvested and no return
is earned on such assets. The inability of a Fund to make intended security
purchases or sales due to settlement problems could result either in losses to
the Fund due to subsequent declines in value of the portfolio securities or, if
the Fund has entered into a contract to sell the securities, could result in
possible liability to the purchaser.
Investing in Japan. The Japanese Equity Fund invests in the equity
securities of Japanese companies. Japan's economy, the second-largest in the
world, has grown substantially over the last three decades. The boom in Japan's
equity and property markets during the expansion of the late 1980's supported
high rates of investment and consumer spending on durable goods, but both of
these components of demand have now retreated sharply following the decline in
asset prices. Profits have fallen sharply, unemployment has reached a historical
high and consumer confidence is low. The banking sector continues to suffer from
non-performing loans and this economy is subject to deflationary pressures.
Numerous discount-rate cuts since its peak in 1991, a succession of fiscal
stimulus packages, support plans for the debt-burdened financial system and
spending for reconstruction following the Kobe earthquake may help to contain
the recessionary forces, but substantial uncertainties remain.
In addition to the cyclical downturn, Japan is suffering through
structural adjustments. Like the Europeans, the Japanese have seen a
deterioration of their competitiveness due to high wages, a strong currency and
structural rigidities. Finally, Japan is reforming its political process and
deregulating its economy. This has brought about turmoil, uncertainty and a
crisis of confidence.
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<PAGE>
While the Japanese governmental system itself seems stable, the dynamics
of the country's politics have been unpredictable in recent years. The economic
crisis of 1990-92 brought the downfall of the conservative Liberal Democratic
Party, which had ruled since 1955. Since then, the country has seen a series of
unstable multi-party coalitions and several prime ministers come and go, because
of politics as well as personal scandals. While there appears to be no reason
for anticipating civic unrest, it is impossible to know when the political
instability will end and what trade and fiscal policies might be pursued by the
government that emerges.
Japan's heavy dependence on international trade has been adversely
affected by trade tariffs and other protectionist measures as well as the
economic condition of its trading partners. While Japan subsidizes its
agricultural industry, only 19% of its land is suitable for cultivation and it
is only 50% self-sufficient in food production. Accordingly, it is highly
dependent on large imports of wheat, sorghum and soybeans. In addition,
industry, its most important economic sector, depends on imported raw materials
and fuels, including iron ore, copper, oil and many forest products. Japan's
high volume of exports, such as automobiles, machine tools and semiconductors,
have caused trade tensions, particularly with the United States. Some trade
agreements, however, have been implemented to reduce these tensions. The
relaxing of official and de facto barriers to imports, or hardships created by
any pressures brought by trading partners, could adversely affect Japan's
economy. A substantial rise in world oil or commodity prices could also have a
negative affect. The strength of the yen itself may prove an impediment to
strong continued exports and economic recovery, because it makes Japanese goods
sold in other countries more expensive and reduces the value of foreign earnings
repatriated to Japan. Because the Japanese economy is so dependent on exports,
any fall-off in exports may be seen as a sign of economic weakness, which may
adversely affect the market.
Geologically, Japan is located in a volatile area of the world, and has
historically been vulnerable to earthquakes, volcanoes and other natural
disasters. As demonstrated by the Kobe earthquake in January of 1995, in which
5,000 people were killed and billions of dollars of damage was sustained, these
natural disasters can be significant enough to affect the country's economy.
Forward Foreign Currency Exchange Contracts. Growth and Income, CORE Large
Cap Value, CORE U.S. Equity, CORE Large Cap Growth, CORE Small Cap Equity,
Capital Growth, Strategic Growth, Growth Opportunities, Mid Cap Value, Small Cap
Value and Large Cap Value Funds may enter into forward foreign currency exchange
contracts for hedging purposes and to seek to protect against anticipated
changes in future foreign currency exchange rates. Balanced, CORE International
Equity, International Equity, European Equity, Japanese Equity, International
Small Cap, Emerging Markets Equity and Asia Growth Funds may enter into forward
foreign currency exchange contracts for hedging purposes and to seek to increase
total return. A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are traded
in the interbank market between currency traders (usually large commercial
banks) and their customers. A forward contract generally has no deposit
requirement, and no commissions are generally charged at any stage for trades.
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<PAGE>
At the maturity of a forward contract a Fund may either accept or make
delivery of the currency specified in the contract or, at or prior to maturity,
enter into a closing transaction involving the purchase or sale of an offsetting
contract. Closing transactions with respect to forward contracts are often, but
not always, effected with the currency trader who is a party to the original
forward contract.
A Fund may enter into forward foreign currency exchange contracts in
several circumstances. First, when a Fund enters into a contract for the
purchase or sale of a security denominated or quoted in a foreign currency, or
when a Fund anticipates the receipt in a foreign currency of dividend or
interest payments on such a security which it holds, the Fund may desire to
"lock in" the U.S. dollar price of the security or the U.S. dollar equivalent of
such dividend or interest payment, as the case may be. By entering into a
forward contract for the purchase or sale, for a fixed amount of dollars, of the
amount of foreign currency involved in the underlying transactions, the Fund
will attempt to protect itself against an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date on which the security is purchased or sold, or on which the
dividend or interest payment is declared, and the date on which such payments
are made or received.
Additionally, when the Investment Adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of U.S.
dollars, the amount of foreign currency approximating the value of some or all
of such Fund's portfolio securities quoted or denominated in such foreign
currency. The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible because the future value
of such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the
contract is entered into and the date it matures. Using forward contracts to
protect the value of a Fund's portfolio securities against a decline in the
value of a currency does not eliminate fluctuations in the underlying prices of
the securities. It simply establishes a rate of exchange which a Fund can
achieve at some future point in time. The precise projection of short-term
currency market movements is not possible, and short-term hedging provides a
means of fixing the U.S. dollar value of only a portion of a Fund's foreign
assets.
Balanced, CORE International Equity, International Equity, European
Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and
Asia Growth Funds may engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities quoted or
denominated in a different currency if GSAM or GSAMI determines that there is a
pattern of correlation between the two currencies.
Balanced, CORE International Equity, International Equity, European
Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and
Asia Growth Funds may also enter into forward contracts to seek to increase
total return. Unless otherwise covered in accordance with applicable
regulations, cash or liquid assets of a Fund will be segregated in an amount
equal to the value of the Fund's total assets committed to the consummation of
forward foreign currency exchange contracts. The segregated assets will be
marked-to-market on a daily basis. If the value of the segregated assets
declines, additional cash or liquid assets will be segregated on a daily basis
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so that the value of the assets will equal the amount of a Fund's commitments
with respect to such contracts. Although the contracts are not presently
regulated by the CFTC, the CFTC may in the future assert authority to regulate
these contracts. In such event, a Fund's ability to utilize forward foreign
currency exchange contracts may be restricted.
While a Fund may enter into forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. Thus,
while the Fund may benefit from such transactions, unanticipated changes in
currency prices may result in a poorer overall performance for the Fund than if
it had not engaged in any such transactions. Moreover, there may be imperfect
correlation between a Fund's portfolio holdings of securities quoted or
denominated in a particular currency and forward contracts entered into by such
Fund. Such imperfect correlation may cause a Fund to sustain losses which will
prevent the Fund from achieving a complete hedge or expose the Fund to risk of
foreign exchange loss.
Markets for trading foreign forward currency contracts offer less
protection against defaults than is available when trading in currency
instruments on an exchange. Forward contracts are subject to the risk that the
counterparty to such contract will default on its obligations. Since a forward
foreign currency exchange contract is not guaranteed by an exchange or
clearinghouse, a default on the contract would deprive a Fund of unrealized
profits, transaction costs or the benefits of a currency hedge or force the Fund
to cover its purchase or sale commitments, if any, at the current market price.
A Fund will not enter into forward foreign currency exchange contracts, currency
swaps or other privately negotiated currency instruments unless the credit
quality of the unsecured senior debt or the claims-paying ability of the
counterparty is considered to be investment grade by the Investment Adviser. To
the extent that a substantial portion of a Fund's total assets, adjusted to
reflect the Fund's net position after giving effect to currency transactions, is
denominated or quoted in the currencies of foreign countries, the Fund will be
more susceptible to the risk of adverse economic and political developments
within those countries.
Writing and Purchasing Currency Call and Put Options. Each Fund may, to
the extent that it invests in foreign securities, write and purchase put and
call options on foreign currencies for the purpose of protecting against
declines in the U.S. dollar value of foreign portfolio securities and against
increases in the U.S. dollar cost of foreign securities to be acquired. As with
other kinds of option transactions, however, the writing of an option on foreign
currency will constitute only a partial hedge, up to the amount of the premium
received. If and when a Fund seeks to close out an option, the Fund could be
required to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses. The purchase of an option on foreign currency
may constitute an effective hedge against exchange rate fluctuations; however,
in the event of exchange rate movements adverse to a Fund's position, the Fund
may forfeit the entire amount of the premium plus related transaction costs.
Options on foreign currencies to be written or purchased by a Fund will be
traded on U.S. and foreign exchanges or over-the-counter.
Options on currency may be used for either hedging or cross-hedging
purposes, which involves writing or purchasing options on one currency to hedge
against changes in exchange rates for a different currency with a pattern of
correlation, or to seek to increase total return when the Investment Adviser
anticipates that the currency will appreciate or depreciate in value, but the
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<PAGE>
securities quoted or denominated in that currency do not present attractive
investment opportunities and are not included in the Fund's portfolio.
A call option written by a Fund obligates a Fund to sell a specified
currency to the holder of the option at a specified price if the option is
exercised at any time before the expiration date. A put option written by a Fund
would obligate a Fund to purchase a specified currency from the option holder at
a specified price if the option is exercised at any time before the expiration
date. The writing of currency options involves a risk that a Fund will, upon
exercise of the option, be required to sell currency subject to a call at a
price that is less than the currency's market value or be required to purchase
currency subject to a put at a price that exceeds the currency's market value.
For a description of how to cover written put and call options, see "Writing
Covered Options" above.
A Fund may terminate its obligations under a call or put option by
purchasing an option identical to the one it has written. Such purchases are
referred to as "closing purchase transactions." A Fund may enter into closing
sale transactions in order to realize gains or minimize losses on options
purchased by the Fund.
A Fund would normally purchase call options on foreign currency in
anticipation of an increase in the U.S. dollar value of currency in which
securities to be acquired by a Fund are quoted or denominated. The purchase of a
call option would entitle the Fund, in return for the premium paid, to purchase
specified currency at a specified price during the option period. A Fund would
ordinarily realize a gain if, during the option period, the value of such
currency exceeded the sum of the exercise price, the premium paid and
transaction costs; otherwise the Fund would realize either no gain or a loss on
the purchase of the call option.
A Fund would normally purchase put options in anticipation of a decline in
the U.S. dollar value of currency in which securities in its portfolio are
quoted or denominated ("protective puts"). The purchase of a put option would
entitle a Fund, in exchange for the premium paid, to sell specified currency at
a specified price during the option period. The purchase of protective puts is
designed merely to offset or hedge against a decline in the dollar value of a
Fund's portfolio securities due to currency exchange rate fluctuations. A Fund
would ordinarily realize a gain if, during the option period, the value of the
underlying currency decreased below the exercise price sufficiently to more than
cover the premium and transaction costs; otherwise the Fund would realize either
no gain or a loss on the purchase of the put option. Gains and losses on the
purchase of protective put options would tend to be offset by countervailing
changes in the value of underlying currency or portfolio securities.
In addition to using options for the hedging purposes described above, the
Funds may use options on currency to seek to increase total return. The Funds
may write (sell) covered put and call options on any currency in order to
realize greater income than would be realized on portfolio securities
transactions alone. However, in writing covered call options for additional
income, the Funds may forego the opportunity to profit from an increase in the
market value of the underlying currency. Also, when writing put options, the
Funds accept, in return for the option premium, the risk that they may be
required to purchase the underlying currency at a price in excess of the
currency's market value at the time of purchase.
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Special Risks Associated With Options on Currency. An exchange traded
options position may be closed out only on an options exchange which provides a
secondary market for an option of the same series. Although a Fund will
generally purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time. For
some options no secondary market on an exchange may exist. In such event, it
might not be possible to effect closing transactions in particular options, with
the result that a Fund would have to exercise its options in order to realize
any profit and would incur transaction costs upon the sale of underlying
securities pursuant to the exercise of put options. If a Fund as a covered call
option writer is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying currency (or security quoted
or denominated in that currency) until the option expires or it delivers the
underlying currency upon exercise.
There is no assurance that higher than anticipated trading activity or
other unforeseen events might not, at times, render certain of the facilities of
the Options Clearing Corporation inadequate, and thereby result in the
institution by an exchange of special procedures which may interfere with the
timely execution of customers' orders.
A Fund may purchase and write over-the-counter options to the extent
consistent with its limitation on investments in illiquid securities. Trading in
over-the-counter options is subject to the risk that the other party will be
unable or unwilling to close out options purchased or written by a Fund.
The amount of the premiums which a Fund may pay or receive may be
adversely affected as new or existing institutions, including other investment
companies, engage in or increase their option purchasing and writing activities.
Currency Swaps, Mortgage Swaps, Credit Swaps, Index Swaps and Interest Rate
Swaps, Caps, Floors and Collars
Balanced, CORE International Equity, International Equity, European
Equity, Japanese Equity, International Small Cap, Emerging Markets Equity and
Asia Growth Funds may enter into currency swaps for both hedging purposes and to
seek to increase total return. In addition, the Balanced Fund may enter into
mortgage, credit, index and interest rate swaps and other interest rate swap
arrangements such as rate caps, floors and collars, for hedging purposes or to
seek to increase total return. Currency swaps involve the exchange by a Fund
with another party of their respective rights to make or receive payments in
specified currencies. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest, such
as an exchange of fixed rate payments for floating rate payments. Mortgage swaps
are similar to interest rate swaps in that they represent commitments to pay and
receive interest. The notional principal amount, however, is tied to a reference
pool or pools of mortgages. Index swaps involve the exchange by a Fund with
another party of the respective amounts payable with respect to a notional
principal amount at interest rates equal to two specified indices. Credit swaps
involve the receipt of floating or fixed rate payments in exchange for assuming
potential credit losses of an
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<PAGE>
underlying security. Credit swaps give one party to a transaction the right to
dispose of or acquire an asset (or group of assets), or the right to receive or
make a payment for the other party, upon the occurrence of specified credit
events. The purchase of an interest rate cap entitles the purchaser, to the
extent that a specified index exceeds a predetermined interest rate, to receive
payment of interest on a notional principal amount from the party selling such
interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling the interest rate floor. An interest rate collar is the
combination of a cap and a floor that preserves a certain return within a
predetermined range of interest rates.
A Fund will enter into interest rate, mortgage and index swaps only on a
net basis, which means that the two payment streams are netted out, with the
Fund receiving or paying, as the case may be, only the net amount of the two
payments. Interest rate, index and mortgage swaps do not involve the delivery of
securities, other underlying assets or principal. Accordingly, the risk of loss
with respect to interest rate, index and mortgage swaps is limited to the net
amount of interest payments that the Fund is contractually obligated to make. If
the other party to an interest rate, index or mortgage swap defaults, the Fund's
risk of loss consists of the net amount of interest payments that the Fund is
contractually entitled to receive. In contrast, currency swaps usually involve
the delivery of a gross payment stream in one designated currency in exchange
for the gross payment stream in another designated currency. Therefore, the
entire payment stream under a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations. To
the extent that the Fund's potential exposure in a transaction involving a swap
or an interest rate floor, cap or collar is covered by the segregation of cash
or liquid assets or otherwise, the Funds and the Investment Advisers believe
that swaps do not constitute senior securities under the Act and, accordingly,
will not treat them as being subject to a Fund's borrowing restrictions.
A Fund will not enter into transactions involving swaps, caps, floors or
collars unless the unsecured commercial paper, senior debt or claims paying
ability of the other party thereto is considered to be investment grade by the
Investment Adviser.
The use of interest rate, mortgage, index, credit and currency swaps, as
well as interest rate caps, floors and collars, is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. If an Investment Adviser is
incorrect in its forecasts of market values, interest rates and currency
exchange rates, the investment performance of a Fund would be less favorable
than it would have been if this investment technique were not used. The
Investment Advisers, under the supervision of the Board of Trustees, are
responsible for determining and monitoring the liquidity of the Funds'
transactions in swaps, caps, floors and collars.
Convertible Securities
Each Fund may invest in convertible securities. Convertible securities
include corporate notes or preferred stock but are ordinarily long-term debt
obligation of the issuer convertible at a stated exchange rate into common stock
of the issuer. As with all debt securities, the market value
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<PAGE>
of convertible securities tends to decline as interest rates increase and,
conversely, to increase as interest rates decline. Convertible securities
generally offer lower interest or dividend yields than non-convertible
securities of similar quality. However, when the market price of the common
stock underlying a convertible security exceeds the conversion price, the price
of the convertible security tends to reflect the value of the underlying common
stock. As the market price of the underlying common stock declines, the
convertible security tends to trade increasingly on a yield basis, and thus may
not depreciate to the same extent as the underlying common stock. Convertible
securities rank senior to common stocks in an issuer's capital structure and
consequently entail less risk than the issuer's common stock. In evaluating a
convertible security, the Investment Adviser will give primary emphasis to the
attractiveness of the underlying common stock. Convertible debt securities are
equity investments for purposes of each Fund's investment policies.
Preferred Securities
Each Fund may invest in preferred securities. Unlike debt securities, the
obligations of an issuer of preferred stock, including dividend and other
payment obligations, may not typically be accelerated by the holders of
preferred stock on the occurrence of an event of default (such as a covenant
default or filing of a bankruptcy petition) or other non-compliance by the
issuer with the terms of the preferred stock. Often, however, on the occurrence
of any such event of default or non-compliance by the issuer, preferred
stockholders will be entitled to gain representation on the issuer's board of
directors or increase their existing board representation. In addition,
preferred stockholders may be granted voting rights with respect to certain
issues on the occurrence of any event of default.
Equity Swaps
Each Fund may enter into equity swap contracts to invest in a market
without owning or taking physical custody of securities in circumstances in
which direct investment is restricted for legal reasons or is otherwise
impracticable. Equity swaps may also be used for hedging purposes or to seek to
increase total return. The counterparty to an equity swap contract will
typically be a bank, investment banking firm or broker/dealer. Equity swap
contracts may be structured in different ways. For example, a counterparty may
agree to pay the Fund the amount, if any, by which the notional amount of the
equity swap contract would have increased in value had it been invested in the
particular stocks (or an index of stocks), plus the dividends that would have
been received on those stocks. In these cases, the Fund may agree to pay to the
counterparty a floating rate of interest on the notional amount of the equity
swap contract plus the amount, if any, by which that notional amount would have
decreased in value had it been invested in such stocks. Therefore, the return to
the Fund on the equity swap contract should be the gain or loss on the notional
amount plus dividends on the stocks less the interest paid by the Fund on the
notional amount. In other cases, the counterparty and the Fund may each agree to
pay the other the difference between the relative investment performances that
would have been achieved if the notional amount of the equity swap contract had
been invested in different stocks (or indices of stocks).
A Fund will enter into equity swaps only on a net basis, which means that
the two payment streams are netted out, with the Fund receiving or paying, as
the case may be, only the net amount
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<PAGE>
of the two payments. Payments may be made at the conclusion of an equity swap
contract or periodically during its term. Equity swaps do not involve the
delivery of securities or other underlying assets. Accordingly, the risk of loss
with respect to equity swaps is limited to the net amount of payments that a
Fund is contractually obligated to make. If the other party to an equity swap
defaults, a Fund's risk of loss consists of the net amount of payments that such
Fund is contractually entitled to receive, if any. Inasmuch as these
transactions are entered into for hedging purposes or are offset by segregated
cash or liquid assets to cover the Funds' potential exposure, the Funds and
their Investment Advisers believe that transactions do not constitute senior
securities under the Act and, accordingly, will not treat them as being subject
to a Fund's borrowing restrictions.
A Fund will not enter into swap transactions unless the unsecured
commercial paper, senior debt or claims paying ability of the other party
thereto is considered to be investment grade by the Investment Adviser.
Lending of Portfolio Securities
Each Fund may lend portfolio securities. Under present regulatory
policies, such loans may be made to institutions, such as brokers or dealers and
would be required to be secured continuously by collateral in cash, cash
equivalents, letters of credit or U.S. Government securities maintained on a
current basis at an amount at least equal to the market value of the securities
loaned. A Fund would be required to have the right to call a loan and obtain the
securities loaned at any time on five days' notice. For the duration of a loan,
a Fund would continue to receive the equivalent of the interest or dividends
paid by the issuer on the securities loaned and would also receive compensation
from investment of the collateral. A Fund would not have the right to vote any
securities having voting rights during the existence of the loan, but a Fund
would call the loan in anticipation of an important vote to be taken among
holders of the securities or the giving or withholding of their consent on a
material matter affecting the investment. As with other extensions of credit
there are risks of delay in recovering, or even loss of rights in, the
collateral should the borrower of the securities fail financially. However, the
loans would be made only to firms deemed by the Investment Advisers to be of
good standing, and when, in the judgment of the Investment Advisers, the
consideration which can be earned currently from securities loans of this type
justifies the attendant risk. If the Investment Advisers determine to make
securities loans, it is intended that the value of the securities loaned would
not exceed one-third of the value of the total assets of a Fund (including the
loan collateral).
When-Issued Securities and Forward Commitments
Each Fund may purchase securities on a when-issued basis or purchase or
sell securities on a forward commitment basis. These transactions involve a
commitment by a Fund to purchase or sell securities at a future date. The price
of the underlying securities (usually expressed in terms of yield) and the date
when the securities will be delivered and paid for (the settlement date) are
fixed at the time the transaction is negotiated. When-issued purchases and
forward commitment transactions are negotiated directly with the other party,
and such commitments are not traded on exchanges. A Fund will purchase
securities on a when-issued basis or purchase or sell securities on
B-45
<PAGE>
a forward commitment basis only with the intention of completing the transaction
and actually purchasing or selling the securities. If deemed advisable as a
matter of investment strategy, however, a Fund may dispose of or negotiate a
commitment after entering into it. A Fund may realize a capital gain or loss in
connection with these transactions. For purposes of determining a Fund's
duration, the maturity of when-issued or forward commitment securities will be
calculated from the commitment date. A Fund is required to segregate until three
days prior to the settlement date, cash and liquid assets in an amount
sufficient to meet the purchase price. Alternatively, a Fund may enter into
offsetting contracts for the forward sale of other securities that it owns.
Securities purchased or sold on a when-issued or forward commitment basis
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date or if the value of the security to be sold
increases prior to the settlement date.
Investment in Unseasoned Companies
Each Fund may invest in companies (including predecessors) which have
operated less than three years, except that this limitation does not apply to
debt securities which have been rated investment grade or better by at least one
NRSRO. The securities of such companies may have limited liquidity, which can
result in their being priced higher or lower than might otherwise be the case.
In addition, investments in unseasoned companies are more speculative and entail
greater risk than do investments in companies with an established operating
record.
Other Investment Companies
A Fund reserves the right to invest up to 10% of its total assets in the
securities of all investment companies (including SPDRs) but may not acquire
more than 3% of the voting securities of any other investment company. Pursuant
to an exemptive order obtained from the SEC, the Funds may invest in money
market funds for which an Investment Adviser or any of its affiliates serves as
investment Adviser. A Fund will indirectly bear its proportionate share of any
management fees and other expenses paid by investment companies in which it
invests in addition to the advisory and administration fees paid by the Fund.
However, to the extent that the Fund invests in a money market fund for which an
Investment Adviser or any of its affiliates acts as Investment Adviser, the
advisory and administration fees payable by the Fund to an Investment Adviser
will be reduced by an amount equal to the Fund's proportionate share of the
advisory and administration fees paid by such money market fund to the
Investment Adviser.
SPDRs are interests in a unit investment trust ("UIT") that may be
obtained from the UIT or purchased in the secondary market (SPDRs are listed on
the American Stock Exchange). There is a 5% limit based on total assets on
investments by any one Fund in SPDRs. The UIT will issue SPDRs in aggregations
known as "Creation Units" in exchange for a "Portfolio Deposit" consisting of
(a) a portfolio of securities substantially similar to the component securities
("Index Securities") of the Standard & Poor's 500 Composite Stock Price Index
(the "S&P Index"), (b) a cash payment equal to a pro rata portion of the
dividends accrued on the UIT's portfolio securities since the last dividend
payment by the UIT, net of expenses and liabilities, and (c) a cash payment or
credit ("Balancing Amount") designed to equalize the net asset value of the S&P
Index and the net asset value of a Portfolio Deposit.
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<PAGE>
SPDRs are not individually redeemable, except upon termination of the UIT.
To redeem, the Portfolio must accumulate enough SPDRs to reconstitute a Creation
Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the
existence of a secondary market. Upon redemption of a Creation Unit, the
Portfolio will receive Index Securities and cash identical to the Portfolio
Deposit required of an investor wishing to purchase a Creation Unit that day.
The price of SPDRs is derived from and based upon the securities held by
the UIT. Accordingly, the level of risk involved in the purchase or sale of a
SPDR is similar to the risk involved in the purchase or sale of traditional
common stock, with the exception that the pricing mechanism for SPDRs is based
on a basket of stocks. Disruptions in the markets for the securities underlying
SPDRs purchased or sold by the Funds could result in losses on SPDRs.
Each Fund (other than CORE Large Cap Value, CORE U.S. Equity, CORE Large
Cap Growth and CORE Small Cap Equity Funds) may also purchase shares of
investment companies investing primarily in foreign securities, including
"country funds." Country funds have portfolios consisting primarily of
securities of issuers located in one foreign country or region. Each Fund may,
subject to the limitations stated above, invest in World Equity Benchmark Shares
("WEBS") and similar securities that invest in securities included in foreign
securities indices.
Repurchase Agreements
Each Fund may enter into repurchase agreements with dealers in U.S.
Government securities and member banks of the Federal Reserve System which
furnish collateral at least equal in value or market price to the amount of
their repurchase obligation. CORE International Equity, International Equity,
Japanese Equity, European Equity, International Small Cap, Emerging Markets
Equity, Asia Growth and Balanced Funds may also enter into repurchase agreements
involving certain foreign government securities. A repurchase agreement is an
arrangement under which a Fund purchases securities and the seller agrees to
repurchase the securities within a particular time and at a specified price.
Custody of the securities is maintained by a Fund's custodian (or subcustodian).
The repurchase price may be higher than the purchase price, the difference being
income to a Fund, or the purchase and repurchase prices may be the same, with
interest at a stated rate due to a Fund together with the repurchase price on
repurchase. In either case, the income to a Fund is unrelated to the interest
rate on the security subject to the repurchase agreement.
For purposes of the Act and generally for tax purposes, a repurchase
agreement is deemed to be a loan from a Fund to the seller of the security. For
other purposes, it is not always clear whether a court would consider the
security purchased by a Fund subject to a repurchase agreement as being owned by
a Fund or as being collateral for a loan by a Fund to the seller. In the event
of commencement of bankruptcy or insolvency proceedings with respect to the
seller of the security before repurchase of the security under a repurchase
agreement, a Fund may encounter delay and incur costs before being able to sell
the security. Such a delay may involve loss of interest or a decline in price of
the security. If the court characterizes the transaction as a loan and a Fund
has not perfected a security interest in the security, a Fund may be required to
return the security to the
B-47
<PAGE>
seller's estate and be treated as an unsecured creditor of the seller. As an
unsecured creditor, a Fund would be at risk of losing some or all of the
principal and interest involved in the transaction.
The Investment Advisers seek to minimize the risk of loss from repurchase
agreements by analyzing the creditworthiness of the obligor, in this case the
seller of the security. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the
security. However, if the market value of the security subject to the repurchase
agreement becomes less than the repurchase price (including accrued interest), a
Fund will direct the seller of the security to deliver additional securities so
that the market value of all securities subject to the repurchase agreement
equals or exceeds the repurchase price. Certain repurchase agreements which
provide for settlement in more than seven days can be liquidated before the
nominal fixed term on seven days or less notice. Such repurchase agreements will
be regarded as liquid instruments.
In addition, a Fund, together with other registered investment companies
having advisory agreements with the Investment Advisers or their affiliates, may
transfer uninvested cash balances into a single joint account, the daily
aggregate balance of which will be invested in one or more repurchase
agreements.
Reverse Repurchase Agreements
A Fund may borrow money by entering into transactions called reverse
repurchase agreements. Under these arrangements, the Fund will sell portfolio
securities to dealers in U.S. Government Securities or members of the Federal
Reserve System, with an agreement to repurchase the security on an agreed date,
price and interest payment. Reverse repurchase agreements involve the possible
risk that the value of portfolio securities the Fund relinquishes may decline
below the price the Fund must pay when the transaction closes. Borrowings may
magnify the potential for gain or loss on amounts invested resulting in an
increase in the speculative character of the Fund's outstanding shares.
When a Fund enters into a reverse repurchase agreement, it places in a
separate custodial account either liquid assets or other high grade debt
securities that have a value equal to or greater than the repurchase price. The
account is then continuously monitored to make sure that an appropriate value is
maintained. Reverse repurchase agreements are considered to be borrowings under
the Act.
Mortgage Dollar Rolls
When the Balanced Fund enters into a mortgage dollar roll, it will
segregate cash or liquid assets in an amount equal to the forward purchase price
until the settlement date.
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<PAGE>
Portfolio Turnover
Each Fund may engage in active short-term trading to benefit from yield
disparities among different issues of securities or among the markets for equity
securities, or for other reasons. It is anticipated that the portfolio turnover
rate of each Fund will vary from year to year.
INVESTMENT RESTRICTIONS
The following investment restrictions have been adopted by the Trust as
fundamental policies that cannot be changed without the affirmative vote of the
holders of a majority (as defined in the Act) of the outstanding voting
securities of the affected Fund. The investment objective of each Fund and all
other investment policies or practices of each Fund are considered by the Trust
not to be fundamental and accordingly may be changed without shareholder
approval. See "Investment Objectives and Policies" in the Prospectus. For
purposes of the Act, "majority" means the lesser of (a) 67% or more of the
shares of the Trust or a Fund present at a meeting, if the holders of more than
50% of the outstanding shares of the Trust or a Fund are present or represented
by proxy, or (b) more than 50% of the shares of the Trust or a Fund. For
purposes of the following limitations, any limitation which involves a maximum
percentage shall not be considered violated unless an excess over the percentage
occurs immediately after, and is caused by, an acquisition or encumbrance of
securities or assets of, or borrowings by, a Fund. With respect to the Funds'
fundamental investment restriction no. 3, asset coverage of at least 300% (as
defined in the Act), inclusive of any amounts borrowed, must be maintained at
all times.
A Fund may not:
(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 in transactions in
mortgage dollar rolls which are accounted for as financings.
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<PAGE>
(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.
In addition to the fundamental policies mentioned above, the Trustees have
adopted the following non-fundamental policies which can be changed or amended
by action of the Trustees without approval of shareholders.
A Fund may not:
(a) Invest in companies for the purpose of exercising control or
management.
(b) Invest more than 15% of the Fund's net assets in illiquid
investments including repurchase agreements with a notice or demand
period of more than seven days, securities which are not readily
marketable and restricted securities not eligible for resale
pursuant to Rule 144A under the 1933 Act.
(c) Purchase additional securities if the Fund's borrowings (excluding
covered mortgage dollar rolls) exceed 5% of its net assets.
(d) Make short sales of securities, except short sales against the box.
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<PAGE>
MANAGEMENT
The Trustees are responsible for deciding matters of general policy and
reviewing the actions of the Investment Advisers, distributor and transfer
agent. The officers of the Trust conduct and supervise each Fund's daily
business operations.
Information pertaining to the Trustees and officers of the Trust is set
forth below. Trustees and officers deemed to be "interested persons" of the
Trust for purposes of the Act are indicated by an asterisk.
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
Ashok N. Bakhru, 57 Chairman Chairman of the Board and
P.O. Box 143 & Trustee Trustee - Goldman Sachs Variable
Lima, PA 19037 Insurance Trust (registered
investment company) (since
October 1997); President, ABN
Associates (July 1994-March 1996
and November 1998 to present);
Executive Vice President Finance
and Administration and Chief
Financial Officer, Coty Inc.
(manufacturer of fragrances and
cosmetics) (April 1996-November
1998); Senior Vice President of
Scott Paper Company (until June
1994); Director of Arkwright
Mutual Insurance Company
(1994-Present); Trustee of
International House of
Philadelphia (1989-Present);
Member of Cornell University
Council (1992-Present); Trustee
of the Walnut Street Theater
(1992-Present); Director, Private
Equity Investors-III (since
November 1998); Trustee, Citizens
Scholarship Foundation of America
(since 1998).
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<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
*David B. Ford, 53 Trustee Trustee- Goldman Sachs Variable
One New York Plaza Insurance Trust (registered
New York, NY 10004 investment company) (since
October 1997); Director,
Commodities Corp. LLC (futures
and commodities traders) (since
April 1997); Managing Director,
J. Aron & Company (commodity
dealer and risk management
adviser) (since November 1996);
Managing Director, Goldman Sachs
& Co. Investment Banking Division
(since November 1996); Chief
Executive Officer and Director,
CIN Management (investment
adviser) (since August 1996);
Chief Executive Officer &
Managing Director and Director,
Goldman Sachs Asset Management
International (since November
1995 and December 1994,
respectively); Co-Head, Goldman
Sachs Asset Management Division
(since November 1995); Co-Head
and Director, Goldman Sachs Funds
Management Inc. (since November
1995 and December 1994,
respectively); Chairman and
Director, Goldman Sachs Asset
Management Japan Limited (since
November 1994).
*Douglas C. Grip, 37 Trustee Trustee and President - Goldman
One New York Plaza & President Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since October 1997); Managing
Director, Goldman Sachs Asset
Management Division (since
November 1997); President,
Goldman Sachs Fund Group (since
April 1996); President, MFS
Retirement Services Inc., of
Massachusetts Financial Services
(prior thereto).
B-52
<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
*John P. McNulty, 46 Trustee Trustee - Goldman Sachs Variable
One New York Plaza Insurance Trust (registered
New York, NY 10004 investment company) (since
October 1997); Managing
Director, Goldman Sachs (since
November 1996); General Partner,
J. Aron & Company (since November
1995); Director and Co-Head,
Goldman Sachs Funds Management
Inc. (since November 1995);
Director, Goldman Sachs Asset
Management International (since
January 1996); Co-Head, GSAM
(November 1995 to present);
Director, Global Capital
Reinsurance (insurance) (since
1989); Director, Commodities
Corp. LLC (since April 1997);
Limited Partner of Goldman Sachs
(1994 - November 1995) and
Trustee, Trust for Credit Unions
(registered investment company)
(since January 1996).
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<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
Mary P. McPherson, 63 Trustee Trustee - Goldman Sachs Variable
The Andrew W. Mellon Insurance Trust (registered
Foundation investment company) (since
140 East 62nd Street October 1997); Vice President
New York, NY 10021 and Senior Program Officer, The
Andrew W. Mellon Foundation
(provider of grants for
conservation, environmental and
educational purposes) (since
October 1997); President of Bryn
Mawr College (1978-1997);
Director, Smith College (since
1998); Director, Josiah Macy, Jr.
Foundation (health education
programs) (since 1977); Director
of the Philadelphia
Contributionship (insurance)
(since 1985); Director, Amherst
College (1986-1998); Director,
Dayton Hudson Corporation
(general retailing merchandising)
(1988-1997); Director, The
Spenser Foundation (educational
research) (since 1993); and
member of PNC Advisory Board
(banking) (since 1993).
*Alan A. Shuch, 49 Trustee Trustee - Goldman Sachs Variable
One New York Plaza Insurance Trust (registered
New York, NY 10004 investment company) (since
October 1997); Limited Partner,
Goldman Sachs (since December
1994); Consultant to GSAM (since
December 1994); Director, Chief
Operating Officer and Vice
President of Goldman Sachs Funds
Management Inc. (from November
1993 - November 1994); Chairman
and Director, Goldman Sachs Asset
Management - Japan Limited
(November 1993 - November 1994);
Director, Goldman Sachs Asset
Management International
(November 1993 - November 1994);
General Partner, Goldman Sachs &
Co. Investment Banking Division
(December 1986 - November 1994).
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<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
Jackson W. Smart, Jr., 68 Trustee Trustee - Goldman Sachs Variable
One Northfield Plaza, Insurance Trust (registered
Suite 218 investment company) (since
Northfield, IL 60093 October 1997); Chairman,
Executive Committee and
Director, First Commonwealth,
Inc. (a managed dental care
company) (since January 1996);
Chairman and Chief Executive
Officer, MSP Communications Inc.
(a company engaged in radio
broadcasting) (October 1988 -
December 1997); Director, Federal
Express Corporation (NYSE) (since
1976); Director, Evanston
Hospital Corporation (since
1980).
William H. Springer, 69 Trustee Trustee - Goldman Sachs Variable
701 Morningside Drive Insurance Trust (registered
Lake Forest, IL 60045 investment company) (since
October 1997); Director, The
Walgreen Co. (a retail drug
store business) (since April
1988); Director of Baker,
Fentress & Co. (a closed-end,
non-diversified management
investment company) (April 1992
- present); Chairman and
Trustee, Northern Institutional
Funds (since April 1984).
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<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
Richard P. Strubel, 59 Trustee Trustee - Goldman Sachs Variable
737 N. Michigan Ave., Insurance Trust (registered
Suite 1405 investment company) (since
Chicago, IL 60611 October 1997); Director, Gildan
Activewear Inc. (since February
1999); Director of Kaynar
Technologies Inc. (since March
1997); Managing Director, Tandem
Partners, Inc. (since 1990);
President and Chief Executive
Officer, Microdot, Inc. (a
diversified manufacturer of
fastening systems and
connectors) (January 1984 -
October 1994); Trustee, Northern
Institutional Funds (since
December 1982).
*Nancy L. Mucker, 49 Vice President Vice President - Goldman Sachs
4900 Sears Tower Variable Insurance Trust
Chicago, IL 60606 (registered investment company)
(since 1997); Vice President,
Goldman Sachs (since April 1985);
Co-Manager of Shareholder
Servicing of Goldman Sachs Asset
Management (since November 1989).
*John M. Perlowski, 34 Treasurer Treasurer - Goldman Sachs
One New York Plaza Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Vice President,
Goldman Sachs (since July 1995);
Banking Director, Investors Bank
and Trust (November 1993 - July
1995).
*James A. Fitzpatrick, 39 Vice President Vice President - Goldman Sachs
4900 Sears Tower Variable Insurance Trust
Chicago, IL 60606 (registered investment company)
(since October 1997); Vice
President, Goldman Sachs (sine
1998); Vice President of GSAM
(since April 1997); Vice
President and General Manager,
First Data Corporation -
Investor Services Group (1994 to
1997).
B-56
<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
*Jesse Cole, 35 Vice President Vice President - Goldman Sachs
4900 Sears Tower Variable Insurance Trust
Chicago, IL 60606 (registered investment company)
(since 1998); Vice President,
GSAM (June 1998 to Present);
Vice President, AIM Management
Group, Inc. (investment advisor)
(April 1996-June 1998);
Assistant Vice President, The
Northern Trust Company (June
1987-April 1996)
*Philip V. Giuca , Jr., 37 Assistant Assistant Treasurer - Goldman
One New York Plaza Treasurer Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Vice President,
Goldman Sachs (May 1992-Present).
*Dee Moran, 33 Assistant Assistant Treasurer - Goldman
One New York Plaza Treasurer Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1999); Vice President,
Mutual Fund Administration, GSAM
(since 1995).
*Adrien Deberghes, 31 Assistant Assistant Treasurer - Goldman
One New York Plaza Treasurer Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1999); Vice President,
Mutual Fund Administration, GSAM
(since 1998); Senior Associate,
GSAM (1997-1998).
B-57
<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
*Michael J. Richman, 38 Secretary Secretary - Goldman Sachs
85 Broad Street Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); General Counsel of
the Funds Group of GSAM (since
December 1997); Associate General
Counsel of GSAM (February 1994 -
December 1997); Counsel to the
Funds Group, GSAM (June 1992 to
December 1997); Associate General
Counsel, Goldman Sachs (since
December 1998); Vice President of
Goldman Sachs (since June 1992);
and Assistant General Counsel of
Goldman Sachs (June 1992 to
December 1998).
*Howard B. Surloff, 33 Assistant Assistant Secretary - Goldman
85 Broad Street Secretary Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Assistant General
Counsel, GSAM and Associate
General Counsel to the Funds
Group (since December 1997);
Assistant General Counsel and
Vice President, Goldman Sachs
(since November 1993 and May
1994, respectively); Counsel to
the Funds Group, GSAM (November
1993 - December 1997); Associate
of Shereff, Friedman, Hoffman &
Goodman (October 1990 to November
1993).
*Valerie A. Zondorak, 33 Assistant Assistant Secretary - Goldman
85 Broad Street Secretary Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Assistant General
Counsel, GSAM and Assistant
General Counsel to the Funds
Group (since December 1997);
Vice President and Counsel,
Goldman Sachs (since March
1997); Counsel to the Funds
Group, GSAM (March 1997 -
December 1997); Associate of
Shereff, Friedman, Hoffman &
Goodman (September 1990 to
February 1997).
B-58
<PAGE>
Name, Age Positions Principal Occupation(s)
and Address with Trust During Past 5 Years
- ----------- ---------- -----------------------
*Deborah A. Farrell, 28 Assistant Assistant Secretary - Goldman
85 Broad Street Secretary Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Legal Products
Analyst, Goldman Sachs (since
December 1998); Legal Assistant,
Goldman Sachs (January
1996-December 1998); Assistant
Secretary to the Funds Group
(1996 to present); Executive
Secretary, Goldman Sachs (January
1994 - January 1996); Legal
Secretary, Cleary, Gottlieb,
Steen and Hamilton (September
1990 to January 1994).
*Kaysie P. Uniacke, 38 Assistant Assistant Secretary - Goldman
One New York Plaza Secretary Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Managing Director,
GSAM (since 1997); Vice President
and Senior Portfolio Manager,
GSAM (1988 to 1997).
*Elizabeth D. Anderson, 29 Assistant Assistant Secretary - Goldman
One New York Plaza Secretary Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1997); Portfolio Manager,
GSAM (since April 1996); Junior
Portfolio Manager, GSAM (1995 -
April 1996); Funds Trading
Assistant, GSAM (1993 - 1995);
Compliance Analyst, Prudential
Insurance (1991 - 1993).
*Amy E. Belanger, 30 Assistant Assistant Secretary - Goldman
85 Broad Street Secretary Sachs Variable Insurance Trust
New York, NY 10004 (registered investment company)
(since 1999); Counsel, Goldman
Sachs (since 1998); Associate,
Dechert Price & Rhoads
(September 1996-1998).
Each interested Trustee and officer holds comparable positions with certain
other companies of which Goldman Sachs, GSAM or an affiliate thereof is the
investment adviser, administrator
B-59
<PAGE>
and/or distributor. As of________, 1999, the Trustees and officers of the Trust
as a group owned less than ___% of the outstanding shares of beneficial interest
of each Fund.
The Trust pays each Trustee, other than those who are "interested persons"
of Goldman Sachs, a fee for each Trustee meeting attended and an annual fee.
Such Trustees are also reimbursed for travel expenses incurred in connection
with attending such meetings.
B-60
<PAGE>
The following table sets forth certain information with respect to the
compensation of each Trustee of the Trust for the period from February 1, 1999
to August 31, 1999:
<TABLE>
<CAPTION>
Pension or Retirement Total Compensation from
Aggregate Benefits Goldman Sachs Trust and the
Compensation Accrued as Part of Funds' Goldman Sachs fund complex
Name of Trustee from the Funds(2) Expenses (including the Funds)(3)
- --------------- ----------------- -------- ------------------------
<S> <C> <C> <C>
Ashok N. Bakhru(1) $ - $ - $ -
David B. Ford - - -
Douglas C. Grip - - -
John P. McNulty - - -
Mary P. McPherson - - -
Alan A. Shuch - - -
Jackson W. Smart - - -
William H. Springer - - -
Richard P. Strubel - - -
</TABLE>
1 Includes compensation as Chairman of the Board of Trustees.
2 Reflects amount paid by the Funds during the period from February 1, 1999 to
August 31, 1999.
3 The Goldman Sachs Fund complex consists of the Goldman Sachs Trust and Goldman
Sachs Variable Insurance Trust. Goldman Sachs Trust consists of 45 mutual funds,
including 17 equity funds, on August 31, 1999. Goldman Sachs Variable Insurance
Trust consisted of 8 mutual funds as of August 31, 1999.
B-61
<PAGE>
The following table sets forth certain information with respect to the
compensation of each Trustee of the Trust for the fiscal period ended January
31, 1999:
<TABLE>
<CAPTION>
Pension or Retirement Total Compensation from
Aggregate Benefits Goldman Sachs Trust and the
Compensation Accrued as Part of Funds' Goldman Sachs fund complex
Name of Trustee from the Funds(2) Expenses (including the Funds)(3)
- --------------- ----------------- -------- ------------------------
<S> <C> <C> <C>
Ashok N. Bakhru(1) $28,888 $0 $112,566
David B. Ford 0 0 0
Douglas C. Grip 0 0 0
John P. McNulty 0 0 0
Mary P. McPherson 21,848 0 86,375
Alan A. Shuch 0 0 0
Jackson W. Smart 20,201 0 86,375
William H. Springer 20,201 0 86,375
Richard P. Strubel 20,201 0 86,375
</TABLE>
- ------------------------
1 Includes compensation as Chairman of the Board of Trustees.
2 Reflects amount paid by the Funds during the fiscal period ended January 31,
1999.
3 The Goldman Sachs Fund complex consists of the Goldman Sachs Trust and Goldman
Sachs Variable Insurance Trust. Goldman Sachs Trust consists of 45 mutual funds,
including 17 equity funds, on January 31, 1999. Goldman Sachs Variable Insurance
Trust consisted of 8 mutual funds of January 31, 1999.
B-62
<PAGE>
Class A Shares of the Fund may be sold at net asset value without payment of any
sales charge to Goldman Sachs, its affiliates or their respective officers,
partners, directors or employees (including rehired employees and former
partners), any partnership of which Goldman Sachs is a general partner, any
trustee or officer of the Trust and designated family members of any of the
above individuals. The sales load waivers are due to the nature of the investors
and the reduced sales effort that is needed to obtain such investments.
Management Services
As stated in the Funds' Prospectus, GSFM, One New York Plaza, New York,
New York, a Delaware limited partnership and an affiliate of Goldman Sachs, 85
Broad Street, New York, New York, serves as Investment Adviser to CORE U.S.
Equity and Capital Growth Funds. GSAM, One New York Plaza, New York, New York, a
separate operating division of Goldman Sachs, serves as Investment Adviser to
Balanced, Growth and Income, CORE Large Cap Value, CORE Large Cap Growth, CORE
Small Cap Equity, Strategic Growth, Growth Opportunities, CORE International
Equity, Mid Cap Value, Small Cap Value and Large Cap Value Funds. GSAMI, 133
Petersborough Court, London, England EC4A 2BB serves as Investment Adviser to
International Equity, European Equity, Japanese Equity, International Small Cap,
Emerging Markets Equity and Asia Growth Funds. GSAMI is also an affiliate of
Goldman Sachs. See "Service Providers" in the Funds' Prospectus for a
description of the applicable Investment Adviser's duties to the Funds.
The Goldman Sachs Group, L.P. which controls the Funds' Investment
Advisers merged into the Goldman Sachs Group, Inc. as a result of an initial
public offering.
Founded in 1869, Goldman Sachs is among the oldest and largest investment
banking firms in the United States. Goldman Sachs is a leader in developing
portfolio strategies and in many fields of investing and financing,
participating in financial markets worldwide and serving individuals,
institutions, corporations and governments. Goldman Sachs is also among the
principal market sources for current and thorough information on companies,
industrial sectors, markets, economies and currencies, and trades and makes
markets in a wide range of equity and debt securities 24-hours a day. The firm
is headquartered in New York and has offices throughout the United States and in
Beijing, Frankfurt, George Town, Hong Kong, London, Madrid, Mexico City, Milan,
Montreal, Osaka, Paris, Sao Paulo, Seoul, Shanghai, Singapore, Sydney, Taipei,
Tokyo, Toronto, Vancouver and Zurich. It has trading professionals throughout
the United States, as well as in London, Tokyo, Hong Kong and Singapore. The
active participation of Goldman Sachs in the world's financial markets enhances
its ability to identify attractive investments. Goldman Sachs has agreed to
permit the Funds to use the name "Goldman Sachs" or a derivative thereof as part
of each Fund's name for as long as a Fund's Management Agreement is in effect.
The Investment Advisers are able to draw on the substantial research and
market expertise of Goldman Sachs, whose investment research effort is one of
the largest in the industry. The Goldman Sachs Global Investment Research
Department covers approximately
B-63
<PAGE>
2,200 companies, including approximately 1,000 U.S. corporations in 60
industries. The in-depth information and analyses generated by Goldman Sachs'
research analysts are available to the Investment Advisers.
For more than a decade, Goldman Sachs has been among the top-ranked firms
in Institutional Investor's annual "All-America Research Team" survey. In
addition, many of Goldman Sachs' economists, securities analysts, portfolio
strategists and credit analysts have consistently been highly ranked in
respected industry surveys conducted in the U.S. and abroad. Goldman Sachs is
also among the leading investment firms using quantitative analytics (now used
by a growing number of investors) to structure and evaluate portfolios.
In managing the Funds, the Investment Advisers have access to Goldman
Sachs' economics research. The Economics Research Department, based in London,
conducts economic, financial and currency markets research which analyzes
economic trends and interest and exchange rate movement worldwide. The Economics
Research Department tracks factors such as inflation and money supply figures,
balance of trade figures, economic growth, commodity prices, monetary and fiscal
policies, and political events that can influence interest rates and currency
trends. The success of Goldman Sachs' international research team has brought
wide recognition to its members. The team has earned top rankings in various
external surveys such as Extel, Institutional Investor and Reuters. These
rankings acknowledge the achievements of the firm's economists, strategists and
equity analysts.
In allocating assets among foreign countries and currencies for the Funds
which can invest in foreign securities (in particular, the CORE International
Equity, International Equity, International Small Cap, Emerging Markets Equity
and Asia Growth Funds), the Investment Advisers will have access to the Global
Asset Allocation Model. The model is based on the observation that the prices of
all financial assets, including foreign currencies, will adjust until investors
globally are comfortable holding the pool of outstanding assets. Using the
model, the Investment Advisers will estimate the total returns from each
currency sector which are consistent with the average investor holding a
portfolio equal to the market capitalization of the financial assets among those
currency sectors. These estimated equilibrium returns are then combined with the
expectations of Goldman Sachs' research professionals to produce an optimal
currency and asset allocation for the level of risk suitable for a Fund given
its investment objectives and criteria.
The Management Agreements provide that GSAM, GSFM and GSAMI, in their
capacity as Investment Advisers, may render similar services to others as long
as the services under the Management Agreements are not impaired thereby. The
Large Cap Value, Strategic Growth, Growth Opportunities, CORE Large Cap Value,
European Equity, Japanese Equity and International Small Cap Funds' management
agreements were initially approved by the Trustees, including a majority of the
non-interested Trustees (as defined below) who are not parties to the Management
Agreement on _____, 1999, April 28, 1999, April 28, 1999, November 3, 1998, July
22, 1998, April 23, 1998 and April 23, 1998, respectively. The CORE Small Cap
Equity and CORE International Equity Funds' Management Agreements were initially
approved by the
B-64
<PAGE>
Trustees, including a majority of the non-interested Trustees (as defined below)
who are not parties to the Management Agreements, on July 22, 1997. The CORE
Large Cap Growth and Emerging Markets Equity Funds' management agreements were
initially approved by the Trustees, including a majority of the non-interested
Trustees (as defined below) who are not parties to the management agreements, on
April 23, 1997 and January 28, 1997, respectively. The Funds' Management
Agreements were most recently approved by the Trustees, including a majority of
the Trustees who are not parties to the management agreements or "interested
persons" (as such term is defined in the Act) of any party thereto (the
"non-interested Trustees"), on April 27, 1999. These arrangements were most
recently approved by the shareholders of each Fund (other than Strategic Growth,
Growth Opportunities, CORE Large Cap Value, CORE Large Cap Growth, CORE Small
Cap Equity, Large Cap Value, CORE International Equity, Emerging Markets Equity,
Japanese Equity, International Small Cap and European Equity Funds) on April 21,
1997. The sole shareholder of the Large Cap Value, Strategic Growth, Growth
Opportunities, CORE Large Cap Value, CORE Large Cap Growth, CORE Small Cap
Equity, CORE International Equity, Emerging Markets Equity, Japanese Equity,
International Small Cap and European Equity Funds approved these arrangements on
_____, 1999, April 29, 1999, April 29, 1999, November 3, 1998, April 30, 1997,
July 21, 1997, July 21, 1997, January 28, 1997, April 23, 1998, April 23, 1998
and July 22, 1998, respectively. Each Management Agreement will remain in effect
until June 30, 2000 and will continue in effect with respect to the applicable
Fund from year to year thereafter provided such continuance is specifically
approved at least annually by (a) the vote of a majority of the outstanding
voting securities of such Fund or a majority of the Trustees of the Trust, and
(b) the vote of a majority of the non-interested Trustees of the Trust, cast in
person at a meeting called for the purpose of voting on such approval.
Each Management Agreement will terminate automatically if assigned (as
defined in the Act). Each Management Agreement is also terminable at any time
without penalty by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund on 60 days' written notice to the
applicable Investment Adviser and by the Investment Adviser on 60 days' written
notice to the Trust.
B-65
<PAGE>
Pursuant to the Management Agreements the Investment Advisers are entitled
to receive the fees set forth below, payable monthly based on such Fund's
average daily net assets. In addition, as of the date of this Additional
Statement the Investment Advisers were voluntarily limiting their management
fees for certain funds to the annual rates also listed below:
Management Management
With Fee Without Fee
Fund Limitations Limitations
- ---- ----------- -----------
GSAM
Balanced Fund 0.65% 0.65%
Growth and Income Fund 0.70% 0.70%
CORE Large Cap Value Fund 0.60% 0.60%
CORE Large Cap Growth Fund 0.60% 0.75%
CORE Small Cap Equity Fund 0.85% 0.85%
Strategic Growth Fund 1.00% 1.00%
Growth Opportunities Fund 1.00% 1.00%
CORE International Equity Fund 0.85% 0.85%
Mid Cap Value Fund 0.75% 0.75%
Small Cap Value Fund 1.00% 1.00%
Large Cap Value Fund 0.75% 0.75%
GSFM
CORE U.S. Equity Fund 0.70% 0.75%
Capital Growth Fund 1.00% 1.00%
GSAMI
International Equity Fund 1.00% 1.00%
European Equity 1.00% 1.00%
Japanese Equity Fund 1.00% 1.00%
International Small Cap Fund 1.20% 1.20%
Emerging Markets Equity Fund 1.20% 1.20%
Asia Growth Fund 1.00% 1.00%
B-66
<PAGE>
GSAM, GSFM and GSAMI may discontinue or modify the above limitations in
the future at their discretion.
Prior to May 1, 1997, the Funds then in operation had separate investment
advisory (and subadvisory, in the case of the International Equity Fund) and
administration agreements. Effective May 1, 1997, the services under such
agreements were combined in the management agreement. The services required to
be performed for the Funds and the combined advisory (and subadvisory, in the
case of the International Equity Fund) and administration fees payable by the
Funds under the former advisory (and subadvisory, in the case of the
International Equity Fund) and administration agreements are identical to the
services and fees under the management agreement.
B-67
<PAGE>
For the fiscal period ended August 31, 1999 and the fiscal years ended
January 31, 1999 and January 31, 1998 and January 31, 1997 the amounts of the
combined investment advisory (and subadvisory, in the case of the International
Equity Fund) and administration fees incurred by each Fund then in existence
were as follows (with and without the fee limitations that were then in effect):
<TABLE>
<CAPTION>
Fiscal period ended Fiscal year ended Fiscal year ended Fiscal year ended
Augst 31, January 31, January 31, January 31,
1999 1999 1998 1997
With Fee Without Fee With Fee Without Fee With Fee Without Fee With Fee Without Fee
Limitations Limitations Limitations Limitations Limitations Limitations Limitations Limitations
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced Fund $1,609,311 $1,609,311 $870,444 $870,844 $402,183 $402,183
Growth and Income Fund 13,527,887 13,527,887 7,740,380 7,740,380 3,541,318 3,541,318
CORE Large Cap Value Fund(1) 12,245 12,245 N/A N/A N/A N/A
CORE U.S. Equity Fund 5,691,415 6,647,941 3,087,383 3,924,639 1,667,381 2,119,552
CORE Large Cap Growth Fund(1) 1,658,095 2,072,619 182,628 228,283 N/A N/A
CORE Small Cap Equity Fund(1) 730,302 769,013 65,418 74,140 N/A N/A
CORE International Equity Fund(1) 1,810,772 1,890,475 51,031 57,835 N/A N/A
Capital Growth Fund 17,460,353 17,460,353 10,913,224 10,913,224 8,697,265 8,697,265
Strategic Growth Fund(1,2) N/A N/A N/A N/A N/A N/A
Growth Opportunities Fund(1,2) N/A N/A N/A N/A N/A N/A
Mid Cap Value Fund 2,953,154 2,953,154 1,653,946 1,653,946 964,945 964,945
International Equity Fund 9,243,090 9,814,989 6,772,826 7,525,362 4,124,076 4,638,203
Small Cap Value Fund 4,417,249 4,417,249 3,206,411 3,206,411 2,130,703 2,130,703
Large Cap Value(2) N/A N/A N/A N/A N/A N/A
European Equity Fund(1) 171,505 171,505 N/A N/A N/A N/A
Japanese Equity Fund(1) 118,094 122,901 N/A N/A N/A N/A
International Small Cap Fund(1) 280,977 287,765 N/A N/A N/A N/A
Emerging Market Equity Fund(1) 1,454,673 1,519,721 31,937 34,840 N/A N/A
Asia Growth Fund 736,821 808,815 1,874,193 2,179,299 2,221,857 2,583,555
</TABLE>
1 The CORE Large Cap Value, CORE Large Cap Growth, CORE Small Cap Equity, CORE
International Equity, Strategic Growth, Growth Opportunity, European Equity,
Japanese Equity, International Small Cap and Emerging Markets Equity Funds
commenced operations on December 31, 1998, May 1, 1997, August 15, 1997, August
15, 1997, May 24, 1999, May 24, 1999, October 1, 1998, May 1, 1998, May 1, 1998
and December 15, 1997, respectively.
2 During the fiscal years ended January 31, 1999, 1998 and 1997, no Shares of
the Strategic Growth, Growth Opportunities and Large Cap Value Funds had been
offered.
B-68
<PAGE>
Under the Management Agreement, each Investment Adviser also: (i)
supervises all non-advisory operations of each Fund that it advises; (ii)
provides personnel to perform such executive, administrative and clerical
services as are reasonably necessary to provide effective administration of each
Fund; (iii) arranges for at each Fund's expense: (a) the preparation of all
required tax returns, (b) the preparation and submission of reports to existing
shareholders, (c) the periodic updating of prospectuses and statements of
additional information and (d) the preparation of reports to be filed with the
SEC and other regulatory authorities; (iv) maintains each Fund's records; and
(v) provides office space and all necessary office equipment and services.
Activities of Goldman Sachs and Its Affiliates and Other Accounts Managed
by Goldman Sachs. The involvement of the Investment Advisers and Goldman Sachs
and their affiliates in the management of, or their interest in, other accounts
and other activities of Goldman Sachs may present conflicts of interest with
respect to the Funds or impede their investment activities.
Goldman Sachs and its affiliates, including, without limitation, the
Investment Advisers and their advisory affiliates, have proprietary interests
in, and may manage or advise with respect to, accounts or funds (including
separate accounts and other funds and collective investment vehicles) which have
investment objectives similar to those of the Funds and/or which engage in
transactions in the same types of securities, currencies and instruments as the
Funds. Goldman Sachs and its affiliates are major participants in the global
currency, equities, swap and fixed-income markets, in each case both on a
proprietary basis and for the accounts of customers. As such, Goldman Sachs and
its affiliates are actively engaged in transactions in the same securities,
currencies and instruments in which the Funds invest. Such activities could
affect the prices and availability of the securities, currencies and instruments
in which the Funds will invest, which could have an adverse impact on each
Fund's performance. Such transactions, particularly in respect of proprietary
accounts or customer accounts other than those included in the Investment
Advisers' and their advisory affiliates' asset management activities, will be
executed independently of the Funds' transactions and thus at prices or rates
that may be more or less favorable. When the Investment Advisers and their
advisory affiliates seek to purchase or sell the same assets for their managed
accounts, including the Funds, the assets actually purchased or sold may be
allocated among the accounts on a basis determined in its good faith discretion
to be equitable. In some cases, this system may adversely affect the size or the
price of the assets purchased or sold for the Funds.
From time to time, the Funds' activities may be restricted because of
regulatory restrictions applicable to Goldman Sachs and its affiliates, and/or
their internal policies designed to comply with such restrictions. As a result,
there may be periods, for example, when the Investment Advisers and/or their
affiliates will not initiate or recommend certain types of transactions in
certain securities or instruments with respect to which the Investment Advisers
and/or their affiliates are performing services or when position limits have
been reached.
In connection with their management of the Funds, the Investment Advisers
may have access to certain fundamental analysis and proprietary technical models
developed by Goldman
B-69
<PAGE>
Sachs and other affiliates. The Investment Advisers will not be under any
obligation, however, to effect transactions on behalf of the Funds in accordance
with such analysis and models. In addition, neither Goldman Sachs nor any of its
affiliates will have any obligation to make available any information regarding
their proprietary activities or strategies, or the activities or strategies used
for other accounts managed by them, for the benefit of the management of the
Funds and it is not anticipated that the Investment Advisers will have access to
such information for the purpose of managing the Funds. The proprietary
activities or portfolio strategies of Goldman Sachs and its affiliates or the
activities or strategies used for accounts managed by them or other customer
accounts could conflict with the transactions and strategies employed by the
Investment Advisers in managing the Funds.
The results of each Fund's investment activities may differ significantly
from the results achieved by the Investment Advisers and their affiliates for
their proprietary accounts or accounts (including investment companies or
collective investment vehicles) managed or advised by them. It is possible that
Goldman Sachs and its affiliates and such other accounts will achieve investment
results which are substantially more or less favorable than the results achieved
by a Fund. Moreover, it is possible that a Fund will sustain losses during
periods in which Goldman Sachs and its affiliates achieve significant profits on
their trading for proprietary or other accounts. The opposite result is also
possible.
The investment activities of Goldman Sachs and its affiliates for their
proprietary accounts and accounts under their management may also limit the
investment opportunities for the Fund in certain emerging markets in which
limitations are imposed upon the aggregate amount of investment, in the
aggregate or individual issuers, by affiliated foreign investors.
An investment policy committee which may include partners of Goldman Sachs
and its affiliates may develop general policies regarding a Fund's activities
but will not be involved in the day-to-day management of such Fund. In such
instances, those individuals may, as a result, obtain information regarding the
Fund's proposed investment activities which is not generally available to the
public. In addition, by virtue of their affiliation with Goldman Sachs, any such
member of an investment policy committee will have direct or indirect interests
in the activities of Goldman Sachs and its affiliates in securities and
investments similar to those in which the Fund invests.
In addition, certain principals and certain of the employees of the
Investment Advisers are also principals or employees of Goldman Sachs or their
affiliated entities. As a result, the performance by these principals and
employees of their obligations to such other entities may be a consideration of
which investors in the Funds should be aware.
Each Investment Adviser may enter into transactions and invest in
currencies or instruments on behalf of a Fund in which customers of Goldman
Sachs serve as the counterparty, principal or issuer. In such cases, such
party's interests in the transaction will be adverse to the interests of a Fund,
and such party may have no incentive to assure that the Funds obtain the best
possible prices or terms in connection with the transactions. Goldman Sachs and
its affiliates may also create, write or issue derivative instruments for
customers of Goldman Sachs or its affiliates, the
B-70
<PAGE>
underlying securities or instruments of which may be those in which a Fund
invests or which may be based on the performance of a Fund. The Funds may,
subject to applicable law, purchase investments which are the subject of an
underwriting or other distribution by Goldman Sachs or its affiliates and may
also enter transactions with other clients of Goldman Sachs or its affiliates
where such other clients have interests adverse to those of the Funds. At times,
these activities may cause departments of the Firm to give advice to clients
that may cause these clients to take actions adverse to the interests of the
client. To the extent affiliated transactions are permitted, the Funds will deal
with Goldman Sachs and its affiliates on an arms-length basis.
Each Fund will be required to establish business relationships with its
counterparties based on the Fund's own credit standing. Neither Goldman Sachs
nor its affiliates will have any obligation to allow their credit to be used in
connection with a Fund's establishment of its business relationships, nor is it
expected that a Fund's counterparties will rely on the credit of Goldman Sachs
or any of its affiliates in evaluating the Fund's creditworthiness.
From time to time, Goldman Sachs or any of its affiliates may, but is not
required to, purchase and hold shares of a Fund in order to increase the assets
of the Fund. Increasing a Fund's assets may enhance investment flexibility and
diversification and may contribute to economies of scale that tend to reduce the
Fund's expense ratio. Goldman Sachs reserves the right to redeem at any time
some or all of the shares of a Fund acquired for its own account. A large
redemption of shares of a Fund by Goldman Sachs could significantly reduce the
asset size of the Fund, which might have an adverse effect on the Fund's
investment flexibility, portfolio diversification and expense ratio. Goldman
Sachs will consider the effect of redemptions on a Fund and other shareholders
in deciding whether to redeem its shares.
It is possible that a Fund's holdings will include securities of entities
for which Goldman Sachs performs investment banking services as well as
securities of entities in which Goldman Sachs makes a market. From time to time,
Goldman Sachs' activities may limit the Funds' flexibility in purchases and
sales of securities. When Goldman Sachs is engaged in an underwriting or other
distribution of securities of an entity, the Investment Advisers may be
prohibited from purchasing or recommending the purchase of certain securities of
that entity for the Funds.
Distributor and Transfer Agent
Goldman Sachs serves as the exclusive distributor of shares of the Funds
pursuant to a "best efforts" arrangement as provided by a distribution agreement
with the Trust on behalf of each Fund. Shares of the Funds are offered and sold
on a continuous basis by Goldman Sachs, acting as agent. Pursuant to the
distribution agreement, after the Prospectus and periodic reports have been
prepared, set in type and mailed to shareholders, Goldman Sachs will pay for the
printing and distribution of copies thereof used in connection with the offering
to prospective investors. Goldman Sachs will also pay for other supplementary
sales literature and advertising costs. Goldman Sachs may enter into sales
agreements with certain investment dealers and other financial service firms
(the "Authorized Dealers") to solicit subscriptions for shares of the Funds.
Goldman Sachs receives a portion of the sales charge imposed on the sale, in the
case of Class A Shares, or
B-71
<PAGE>
redemption in the case of Class B and Class C Shares (and in certain cases,
Class A Shares), of such Fund shares.
Goldman Sachs retained approximately the following combined commissions on
sales of Class A, Class B and Class C Shares during the following periods:
<TABLE>
<CAPTION>
Fiscal period ended Fiscal year ended Fiscal year ended Fiscal year ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
<S> <C> <C> <C> <C>
Balanced Fund(1) $ 328,147 $ 387,000 $ 94,000
Growth and Income Fund(1) 1,625,895 2,405,000 555,000
CORE Large Cap Value Fund(2) 1,035 N/A N/A
CORE U.S. Equity Fund(1) 516,723 566,000 380,000
CORE Large Cap Growth Fund(3) 360,931 129,000 N/A
CORE Small Cap Equity Fund(4) 120,911 49,000 N/A
CORE International Equity Fund(4) 93,771 24,000 N/A
Capital Growth Fund(1) 1,625,245 743,000 323,000
Strategic Growth Fund(5) N/A N/A N/A
Growth Opportunities Fund(5) N/A N/A N/A
Mid Cap Value Fund(4) 403,632 704,000 N/A
International Equity Fund(1) 1,226,623 1,091,000 1,563,000
Small Cap Value Fund(1) 595,864 662,000 219,000
Large Cap Value Fund(6) N/A N/A N/A
European Equity Fund(7) 433,970 N/A N/A
Japanese Equity Fund(7) 5,020 N/A N/A
International Small Cap Fund(7) 267,136 N/A N/A
Emerging Market Equity Fund(8) 495,353 107,000 N/A
Asia Growth Fund(1) 133,988 414,000 1,397,000
</TABLE>
- ------------------------------
1 Prior to August 15, 1997, Balanced, Growth and Income, CORE U.S. Equity,
Capital Growth, International Equity, Small Cap Value and Asia Growth Funds had
not sold and Class C Shares.
2 CORE Large Cap Value Fund commenced operations on December 31, 1998.
3 Prior to May 1, 1997, May 1, 1997 and August 15, 1997, CORE Large Cap Growth
Fund had not sold Class A, Class B and Class C Shares, respectively.
4 Prior to August 15, 1997, CORE Small Cap Equity, CORE International Equity and
Mid Cap Value Funds had not sold Class A, Class B or Class C Shares.
5 Strategic Growth and Growth Opportunities Fund commenced operations on May 24,
1999.
6. During the fiscal period ended August 31, 1999 and the fiscal years ended
January 31, 1999, January 31, 1998 and January 31, 1997, no shares of the Large
Cap Value Fund were offered.
7 Prior to October 1, 1998, May 1, 1998 and May 1, 1998, the European Equity,
Japanese Equity and International Small Cap Funds had not sold Class A, Class B
or Class C Shares.
8. Prior to December 15, 1997, the Emerging Markets Equity Fund had not sold
Class A, Class B or Class C Shares.
B-72
<PAGE>
Goldman Sachs serves as the Trust's transfer agent. Under its transfer
agency agreement with the Trust, Goldman Sachs has undertaken with the Trust to
(i) record the issuance, transfer and redemption of shares, (ii) provide
confirmations of purchases and redemptions, and quarterly statements, as well as
certain other statements, (iii) provide certain information to the Trust's
custodian and the relevant sub-custodian in connection with redemptions, (iv)
provide dividend crediting and certain disbursing agent services, (v) maintain
shareholder accounts, (vi) provide certain state Blue Sky and other information,
(vii) provide shareholders and certain regulatory authorities with tax related
information, (viii) respond to shareholder inquiries, and (ix) render certain
other miscellaneous services. For its transfer agency services, Goldman Sachs is
entitled to receive a transfer agency fee equal, on an ongoing basis, to 0.04%
of average daily net assets with respect to each Fund's Institutional and
Service Shares and 0.19% of average daily net assets with respect to each Fund's
Class A, Class B and Class C Shares.
As compensation for the services rendered to the Trust by Goldman Sachs as
transfer agent and the assumption by Goldman Sachs of the expenses related
thereto, Goldman Sachs received fees for the fiscal period ended August 31, 1999
and the fiscal years ended January 31, 1999, January 31, 1998 and January 31,
1997 from each Fund then in existence as follows under the fee schedules then in
effect:
<TABLE>
<CAPTION>
Class A, B and C Class A, B and C Class A and B
fiscal period ended Fiscal year ended Fiscal year ended
August 31, January 31, January 31,
1999 1999 1998 1997
<S> <C> <C> <C> <C>
Balanced Fund(1) $ 415,314 $ 240,869 $148,576
Growth and Income Fund(1) 2,847,724 1,545,495 870,527
CORE Large Cap Value Fund(2) 478 N/A N/A
CORE U.S. Equity Fund(1) 1,026,711 483,534 319,246
CORE Large Cap Growth Fund(3) 297,884 107,944 N/A
CORE Small Cap Equity Fund(4) 169,333 62,625 N/A
CORE International Equity Fund(4) 107,285 36,474 N/A
Capital Growth Fund(1) 2,429,326 992,678 908,310
Strategic Growth Fund(5) N/A N/A N/A
Growth Opportunities Fund(5) N/A N/A N/A
MidCap Value Fund(4) 227,387 142,558 N/A
International Equity Fund(1) 1,276,567 860,719 586,243
Small Cap Value Fund(1) 686,997 595,479 511,883
Large Cap Value Fund N/A N/A N/A
European Equity(6) 25,506 N/A N/A
Japanese Equity Fund(6) 23,737 N/A N/A
International Small Cap Fund(6) 39,575 N/A N/A
Emerging Markets Equity Fund(7) 131,048 1,907 N/A
Asia Growth Fund(1) 260,032 370,233 385,114
</TABLE>
B-73
<PAGE>
<TABLE>
<CAPTION>
Institutional Shares
Fiscal period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
<S> <C> <C> <C> <C>
Balanced Fund(1) $ 10,146 $ N/A $ N/A
Growth and Income Fund 65,822 2,593 15
CORE Large Cap Value Fund(2) 716 N/A N/A
CORE U.S. Equity Fund 47,585 0 N/A
CORE Large Cap Growth Fund(3) 95,848 49 N/A
CORE Small Cap Equity Fund(4) 99,495 0 N/A
CORE International Equity Fund(4) 181,201 0 N/A
Capital Growth Fund(1) 7,002 683 N/A
Strategic Growth Fund(5) N/A N/A N/A
Growth Opportunities Fund(5) N/A N/A N/A
Mid Cap Value Fund(4) 189,538 74,315 51,464
International Equity Fund 15,221 0 N/A
Small Cap Value Fund(1) 6,745 2,674 N/A
Large Cap Value Fund N/A N/A N/A
European Equity(6) 1,490 N/A N/A
Japanese Equity Fund(6) 33,786 N/A N/A
International Small Cap Fund(6) 40,115 N/A N/A
Emerging Markets Equity Fund(7) 32,313 617 N/A
Asia Growth Fund(1) 406 0 N/A
<CAPTION>
Service Shares
Fiscal period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
<S> <C> <C> <C> <C>
Balanced Fund(1) $ 246 $ N/A $ N/A
Growth and Income Fund 4,575 5,033 488
CORE Large Cap Value Fund(2) 0 N/A N/A
CORE U.S. Equity Fund 1,735 0 N/A
CORE Large Cap Growth Fund(3) 490 21 N/A
CORE Small Cap Equity Fund(4) 31 0 N/A
CORE International Equity Fund(4) 8 0 N/A
Capital Growth Fund(1) 612 0 N/A
Strategic Growth Fund(5) N/A N/A N/A
Growth Opportunities Fund(5) N/A N/A N/A
Mid Cap Value Fund(4) 60 1 N/A
International Equity Fund 596 0 N/A
Small Cap Value Fund(1) 47 0 N/A
Large Cap Value Fund N/A N/A N/A
European Equity(6) 0 N/A N/A
Japanese Equity Fund(6) 5 N/A N/A
International Small Cap Fund(6) 4 N/A N/A
Emerging Markets Equity Fund(7) 44 0 N/A
Asia Growth Fund(1) N/A 0 N/A
</TABLE>
- ---------------------------
1 Prior to August 15, 1997, Balanced, Growth and Income, CORE U.S. Equity,
Capital Growth, International Equity, Small Cap Value, and Asia Growth Funds had
not sold Class C Shares. Prior to August 15, 1997, Balanced Fund had not sold
Institutional Shares or Service Shares; prior to August 15, 1997 neither Capital
Growth Fund nor Small Cap Value Fund had sold Institutional or Service Shares;
and prior to February 2, 1996 Asia Growth Fund had not sold Institutional
Shares; Asia Growth Fund had not sold Service Shares as of January 31, 1999.
2 The CORE Large Cap Value Fund commenced operations on December 31, 1998.
3 Prior to May 1, 1997, May 1, 1997, August 15, 1997, May 1, 1997 and May 1,
1997 CORE Large Cap Growth Fund had not sold Class A, Class B, Class C,
Institutional or Service Shares, respectively.
4 Prior to August 15, 1997, CORE Small Cap Equity and CORE International Equity
Funds had not sold Class A, Class B, Class C, Institutional or Service Shares.
Mid Cap Value Fund had not sold Class A, Class B or Class C Shares prior to
August 18, 1997 or Service Shares prior to July 18, 1997.
B-74
<PAGE>
5 The Strategic Growth and Growth Opportunities Funds commenced operations on
May 24, 1997.
6 Prior to October 1, 1998, May 1, 1998, May 1, 1998, European Equity, Japanese
Equity and International Small Cap Funds had not sold Class A, Class B, Class C,
Institutional or Service Shares.
7 Prior to December 15, 1997, Emerging Markets Equity Fund had not sold Class A,
Class B, Class C, Institutional or Service Shares.
B-75
<PAGE>
The Trust's distribution and transfer agency agreements each provide that
Goldman Sachs may render similar services to others so long as the services
Goldman Sachs provides thereunder are not impaired thereby. Such agreements also
provide that the Trust will indemnify Goldman Sachs against certain liabilities.
Expenses
The Trust, on behalf of each Fund, is responsible for the payment of each
Fund's respective expenses. The expenses include, without limitation, the fees
payable to the Investment Advisers, service fees paid to Service Organizations,
the fees and expenses of the Trust's custodian and subcustodians, transfer agent
fees, brokerage fees and commissions, filing fees for the registration or
qualification of the Trust's shares under federal or state securities laws,
expenses of the organization of the Trust, fees and expenses incurred by the
Trust in connection with membership in investment company organizations, taxes,
interest, costs of liability insurance, fidelity bonds or indemnification, any
costs, expenses or losses arising out of any liability of, or claim for damages
or other relief asserted against, the Trust for violation of any law, legal and
auditing fees and expenses (including the cost of legal and certain accounting
services rendered by employees of GSAM, GSAMI and Goldman Sachs with respect to
the Trust), expenses of preparing and setting in type prospectuses, statements
of additional information, proxy material, reports and notices and the printing
and distributing of the same to the Trust's shareholders and regulatory
authorities, any expenses assumed by a Fund pursuant to its distribution and
service plans, compensation and expenses of its "non-interested" Trustees and
extraordinary expenses, if any, incurred by the Trust. Except for fees under any
distribution and service plans applicable to a particular class and transfer
agency fees, all Fund expenses are borne on a non-class specific basis.
The imposition of the Investment Adviser's fee, as well as other operating
expenses, will have the effect of reducing the total return to investors. From
time to time, the Investment Adviser may waive receipt of is fees and/or
voluntarily assume certain expenses of a Fund, which would have the effect of
lowering that Fund's overall expense ratio and increasing total return to
investors at the time such amounts are waived or assumed, as the case may be.
B-76
<PAGE>
The Investment Advisers voluntarily have agreed to reduce or limit certain
"Other Expenses" (excluding management, distribution and service fees, transfer
agency fees, service share fees, taxes, interest, brokerage, and litigation,
indemnification and other extraordinary expenses) for the following Funds to the
extent such expenses exceed the following percentage of average daily net
assets:
Other
Expenses
--------
Balanced Fund 0.01%
Growth and Income Fund 0.05%
CORE Large Cap Value Fund 0.00%
CORE U.S. Equity Fund 0.00%
CORE Large Cap Growth Fund 0.00%
CORE Small Cap Equity Fund 0.04%
CORE International Equity Fund 0.12%
Capital Growth Fund 0.00%
Strategic Growth Fund 0.00%
Growth Opportunities Fund 0.00%
Mid Cap Value Fund 0.10%
Small Cap Value Fund 0.06%
Large Cap Value Fund 0.00%
International Equity Fund 0.10%
European Equity Fund 0.10%
Japanese Equity Fund 0.01%
International Small Cap Fund 0.16%
Emerging Markets Equity Fund 0.15%
Asia Growth Fund 0.16%
Such reductions or limits, if any, are calculated monthly on a cumulative
basis and may be discontinued or modified by the applicable Investment Adviser
in its discretion at any time.
Fees and expenses of legal counsel, registering shares of a Fund, holding
meetings and communicating with shareholders may include an allocable portion of
the cost of maintaining an internal legal and compliance department. Each Fund
may also bear an allocable portion of the applicable Investment Adviser's costs
of performing certain accounting services not being provided by a Fund's
Custodian.
B-77
<PAGE>
For the fiscal period ended August 31, 1999 and the fiscal year ends
January 31, 1999, January 31, 1998 and January 31, 1997, the amounts of certain
"Other Expenses" of each Fund then in existence that were reduced or otherwise
limited were as follows under the expense limitations that were then in effect:
<TABLE>
<CAPTION>
Fiscal period ended Fiscal year ended Fiscal year ended Fiscal year ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
<S> <C> <C> <C> <C>
Balanced Fund(1) $481,945 $420,659 $319,552
Growth and Income Fund 1,033,046 0 0
CORE Large Cap Value Fund(2) 137,173 N/A N/A
CORE U.S. Equity Fund 534,447 63,253 104,833
CORE Large Cap Growth Fund(3) 483,322 332,713 N/A
CORE Small Cap Equity Fund(4) 415,298 202,498 N/A
CORE International Equity Fund(4) 806,303 206,055 N/A
Capital Growth Fund(1) 933,189 0 N/A
Strategic Growth Fund(5) N/A N/A N/A
Growth Opportunities Fund(5) N/A N/A N/A
Mid Cap Value Fund(4) 459,373 264,378 72,441
International Equity Fund 1,803,009 0 144,265
Small Cap Value Fund(1) 556,422 0 N/A
Large Cap Value Fund N/A N/A N/A
European Equity Fund(6) 190,277 N/A N/A
Japanese Equity Fund(6) 263,545 N/A N/A
International Small Cap Fund(6) 361,922 N/A N/A
Emerging Markets Equity Fund(7) 696,214 112,725 N/A
Asia Growth Fund(1) 519,489 125,828 50,407
</TABLE>
- --------------------------------
1 Prior to August 15, 1997, Balanced, Growth and Income, CORE U.S. Equity,
Capital Growth, Small Cap Value, International Equity and Asia Growth Funds had
not sold Class C Shares. Prior to August 15, 1997, Balanced Fund had not sold
Institutional Shares or Service Shares; prior to August 15, 1997 neither Capital
Growth Fund nor Small Cap Value Fund had sold Institutional or Service Shares;
and prior to February 2, 1996 and January 31, 1999, Asia Growth Fund had not
sold Institutional Shares and Service Shares, respectively.
2 CORE Large Cap Value Fund commenced operations on December 31, 1998.
3 Prior to May 1, 1997, May 1, 1997, August 15, 1997, May 1, 1997 and May 1,
1997 CORE Large Cap Growth Fund had not sold Class A, Class B, Class C Shares,
respectively.
4 Prior to August 15, 1997, CORE Small Cap Equity and CORE International Equity
Funds had not sold Class A, Class B, Class C, Institutional or Service Shares.
Mid Cap Value Fund had not sold Class A, Class B or Class C Shares prior to
August 18, 1997 or Service Shares prior to July 18, 1997.
5 The Strategic Growth and Growth Opportunities Funds commenced operations on
May 24, 1999.
6 Prior to October 1, 1998, May 1, 1998 and May 1, 1998, European Equity,
Japanese Equity and International Small Cap Funds had not sold Class A, Class B
or Class C, Institutional or Service Shares.
7 Prior to December 15, 1997, Emerging Markets Equity Fund had not sold Class A,
Class B, Class C, Institutional or Service Shares.
B-78
<PAGE>
Custodian and Sub-Custodians
State Street, P.O. Box 1713, Boston, Massachusetts 02105, is the custodian
of the Trust's portfolio securities and cash. State Street also maintains the
Trust's accounting records. State Street may appoint domestic and foreign
sub-custodians from time to time to hold certain securities purchased by the
Trust and to hold cash for the Trust.
Independent Public Accountants
Arthur Anderson LLP, independent public accountants, 225 Franklin Street,
Boston, Massachusetts 02110, have been selected as auditors of the Trust. In
addition to audit services, Arthur Anderson LLP prepares the Trust's federal and
state tax returns, and provides consultation and assistance on accounting,
internal control and related matters.
B-79
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Investment Advisers are responsible for decisions to buy and sell
securities for the Funds, the selection of brokers and dealers to effect the
transactions and the negotiation of brokerage commissions, if any. Purchases and
sales of securities on a securities exchange are effected through brokers who
charge a commission for their services. Orders may be directed to any broker
including, to the extent and in the manner permitted by applicable law, Goldman
Sachs.
In the over-the-counter market, securities are generally traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission, although the price of a security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.
In placing orders for portfolio securities of a Fund, the Investment
Advisers are generally required to give primary consideration to obtaining the
most favorable execution and net price available. This means that an Investment
Adviser will seek to execute each transaction at a price and commission, if any,
which provides the most favorable total cost or proceeds reasonably attainable
in the circumstances. As permitted by Section 28(e) of the Securities Exchange
Act of 1934, the Fund may pay a broker which provides brokerage and research
services to the Fund an amount of disclosed commission in excess of the
commission which another broker would have charged for effecting that
transaction. Such practice is subject to a good faith determination that such
commission is reasonable in light of the services provided and to such policies
as the Trustees may adopt from time to time. While the Investment Advisers
generally seek reasonably competitive spreads or commissions, a Fund will not
necessarily be paying the lowest spread or commission available. Within the
framework of this policy, the Investment Advisers will consider research and
investment services provided by brokers or dealers who effect or are parties to
portfolio transactions of a Fund, the Investment Advisers and their affiliates,
or their other clients. Such research and investment services are those which
brokerage houses customarily provide to institutional investors and include
research reports on particular industries and companies, economic surveys and
analyses, recommendations as to specific securities and other products or
services (e.g., quotation equipment and computer related costs and expenses),
advice concerning the value of securities, the advisability of investing in,
purchasing or selling securities, the availability of securities or the
purchasers or sellers of securities, furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy
and performance of accounts, effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement) and providing
lawful and appropriate assistance to the Investment Advisers in the performance
of their decision-making responsibilities. Such services are used by the
Investment Advisers in connection with all of their investment activities, and
some of such services obtained in connection with the execution of transactions
for a Fund may be used in managing other investment accounts. Conversely,
brokers furnishing such services may be selected for the execution of
transactions of such other accounts, whose aggregate assets are far
B-80
<PAGE>
larger than those of a Fund, and the services furnished by such brokers may be
used by the Investment Advisers in providing management services for the Trust.
In circumstances where two or more broker-dealers offer comparable prices
and execution capability, preference may be given to a broker-dealer which has
sold shares of the Fund as well as shares of other investment companies or
accounts managed by the Investment Advisers. This policy does not imply a
commitment to execute all portfolio transactions through all broker-dealers that
sell shares of the Fund.
On occasions when an Investment Adviser deems the purchase or sale of a
security to be in the best interest of a Fund as well as its other customers
(including any other fund or other investment company or advisory account for
which such Investment Adviser acts as investment adviser or sub-investment
adviser), the Investment Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased for the Fund
with those to be sold or purchased for such other customers in order to obtain
the best net price and most favorable execution under the circumstances. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the applicable Investment
Adviser in the manner it considers to be equitable and consistent with its
fiduciary obligations to such Fund and such other customers. In some instances,
this procedure may adversely affect the price and size of the position
obtainable for a Fund.
Commission rates in the U.S. are established pursuant to negotiations with
the broker based on the quality and quantity of execution services provided by
the broker in the light of generally prevailing rates. The allocation of orders
among brokers and the commission rates paid are reviewed periodically by the
Trustees.
Subject to the above considerations, the Investment Advisers may use
Goldman Sachs as a broker for a Fund. In order for Goldman Sachs to effect any
portfolio transactions for each Fund, the commissions, fees or other
remuneration received by Goldman Sachs must be reasonable and fair compared to
the commissions, fees or other remuneration paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on a securities exchange during a comparable period of time. This standard
would allow Goldman Sachs to receive no more than the remuneration which would
be expected to be received by an unaffiliated broker in a commensurate
arm's-length transaction. Furthermore, the Trustees, including a majority of the
Trustees who are not "interested" Trustees, have adopted procedures which are
reasonably designed to provide that any commissions, fees or other remuneration
paid to Goldman Sachs are consistent with the foregoing standard. Brokerage
transactions with Goldman Sachs are also subject to such fiduciary standards as
may be imposed upon Goldman Sachs by applicable law.
B-81
<PAGE>
For the fiscal period ended August 31, 1999 and the fiscal years ended January
31, 1999, January 31, 1998 and January 31, 1997, each Fund in existence paid
brokerage commissions as follows:
<TABLE>
<CAPTION>
Total Total Brokerage
Brokerage Amount of Commissions
Total Commissions Transaction Paid
Brokerage Paid to on which to Brokers
Commissions Affiliated Commissions Providing
Paid Persons Paid Research
<S> <C> <C> <C> <C>
Fiscal Year Period August 31, 1999:
Balanced Fund - - - N/A
Growth and Income Fund - - - N/A
CORE Large Cap Value Fund - - - N/A
CORE U.S. Equity Fund - - - N/A
CORE Large Cap Growth Fund - - - N/A
CORE Small Cap Equity Fund - - - N/A
CORE International Equity Fund - - - N/A
Capital Growth Fund - - - N/A
Strategic Growth Fund(3) - - - N/A
Growth Opportunities Fund(3) - - - N/A
Mid Cap Value Fund - - - N/A
International Equity Fund - - - N/A
Small Cap Value Fund - - - N/A
Lare Cap Value Fund(3) - - - N/A
European Equity Fund - - - N/A
Japanese Equity Fund - - - N/A
International Small Cap Fund - - - N/A
Emerging Markets Equity Fund - - - N/A
Asia Growth Fund - - - N/A
</TABLE>
- ----------------------------
1 Percentage of total commissions paid.
2 Percentage of total amount of transactions involving the payment of
commissions effected through affiliated persons.
B-82
<PAGE>
3 Not operational.
B-83
<PAGE>
<TABLE>
<CAPTION>
Total Total Brokerage
Brokerage Amount of Commissions
Total Commissions Transaction Paid
Brokerage Paid to on which to Brokers
Commissions Affiliated Commissions Providing
Paid Persons Paid Research
<S> <C> <C> <C> <C>
Fiscal Year Ended January 31, 1999:
Balanced Fund $278,343 $24,859(9%)(1) $699,638,329(3%)(2) N/A
Growth and Income Fund 3,210,832 315,934(10%)(1) 4,646,698,452(7%)(2) N/A
CORE Large Cap Value Fund 25,776 130(1%)(1) 60,101,321(0%)(2) N/A
CORE U.S. Equity Fund 339,110 250,313(74%)(1) 1,258,046,574(0%)(2) N/A
CORE Large Cap Growth Fund 230,692 50,914(22%)(1) 698,188,311(10%)(2) N/A
CORE Small Cap Equity Fund 167,436 34,173(20%)(1) 211,969,412(27%)(2) N/A
CORE International Equity Fund 583,909 0(0%)(1) 908,196,568(0%)(2) N/A
Capital Growth Fund 1,022,092 0(0%)(1) 1,454,154,897(0%)(2) N/A
Strategic Growth Fund(3) N/A N/A N/A N/A
Growth Opportunities Fund(3) N/A N/A N/A N/A
Mid Cap Value Fund 577,025 49,450(9%)(1) 649,019,064(7%)(2) N/A
International Equity Fund 1,148,992 0(0%)(1) 1,608,739,812(0%)(2) N/A
Small Cap Value Fund 759,195 14,218(2%)(1) 716,225,444(2%)(2) N/A
Large Cap Value Fund(3) N/A N/A N/A N/A
European Equity Fund 139,120 0(0%)(1) 72,621,844(0%)(2) N/A
Japanese Equity Fund 33,379 437(1%)(1) 34,360,336(6%)(2) N/A
International Small Cap Fund 89,276 0(0%)(1) 86,891,167(0%)(2) N/A
Emerging Markets Equity Fund 590,262 51,073(9%)(1) 472,328,927(3%)(2) N/A
Asia Growth Fund 320,855 19,653(6%)(1) 148,887,187(6%)(2) N/A
</TABLE>
- ----------------------------
1 Percentage of total commissions paid.
2 Percentage of total amount of transactions involving the payment of
commissions effected through affiliated persons.
3 Not operational.
B-84
<PAGE>
<TABLE>
<CAPTION>
Total Total Brokerage
Brokerage Amount of Commissions
Total Commissions Transaction Paid
Brokerage Paid to on which to Brokers
Commissions Affiliated Commissions Providing
Paid Persons Paid Research
<S> <C> <C> <C> <C>
Fiscal Year Ended January 31, 1998:
Balanced Fund $ 111,054 $ 13,185(12%)(1) $2,731,475,157(1%)(2) N/A
Growth and Income Fund 1,550,312 190,001(12%)(1) 9,046,102,538(3%)(2) N/A
CORE Large Cap Value Fund(3) N/A N/A N/A N/A
CORE U.S. Equity Fund 944,895 0(0%)(1) 1,996,000,522(0%)(2) N/A
CORE Large Cap Growth Fund 54,360 288(1%)(1) 200,813,608(0%)(2) N/A
CORE Small Cap Equity Fund 59,517 0(0%)(1) 159,674,227(0%)(2) N/A
CORE International Equity Fund 43,120 0(0%)(1) 142,395,942(0%)(2) N/A
Capital Growth Fund 514,890 37,947(7%)(1) 2,748,868,081(5%)(2) N/A
Strategic Growth Fund(3) N/A N/A N/A N/A
Growth Opportunities Fund(3) N/A N/A N/A N/A
Mid Cap Value Fund 480,808 76,398(15%)(1) 2,584,258,044(2%)(2) N/A
International Equity Fund 506,607 0(0%)(1) 3,898,716,988(0%)(2) N/A
Small Cap Value Fund 646,533 82,143(13%)(1) 5,686,763,232(1%)(2) N/A
Large Cap Value Fund(3) N/A N/A N/A N/A
European Equity Fund N/A N/A N/A N/A
Japanese Equity Fund(3) N/A N/A N/A N/A
International Small Cap Fund(3) N/A N/A N/A N/A
Emerging Markets Equity Fund 59,999 6,230(10%)(1) 236,915,108(1%)(2) N/A
Asia Growth Fund 814,656 2,885(0%)(1) 2,160,632,195(1%)(2) N/A
</TABLE>
- ----------------------------
1 Percentage of total commissions paid.
2 Percentage of total amount of transactions involving the payment of
commissions effected through affiliated persons.
3 Not operational.
B-85
<PAGE>
<TABLE>
<CAPTION>
Total Total Brokerage
Brokerage Amount of Commissions
Total Commissions Transaction Paid
Brokerage Paid to on which to Brokers
Commissions Affiliated Commissions Providing
Paid Persons Paid Research
<S> <C> <C> <C> <C>
Fiscal Year Ended January 31, 1997:
Balanced Fund $ 62,072 $ 5,112(8%)(1) $ 1,057,742(15%)(2) $ 0
Growth and Income Fund 779,396 77,587(10%)(1) 13,310,208(9%)(2) 0
CORE Large Cap Value Fund(3) N/A N/A N/A N/A
CORE U.S. Equity Fund 279,620 0(0%)(1) 6,706,824(0%)(2) 0
CORE Large Cap Growth Fund(3) N/A N/A N/A N/A
CORE Small Cap Equity Fund(3) N/A N/A N/A N/A
CORE International Equity Fund(3) N/A N/A N/A N/A
Capital Growth Fund 1,460,140 304,052(21%)(1) 29,920,578(1%)(2) 42,039
Strategic Growth Fund(3) N/A N/A N/A N/A
Growth Opportunity Fund(3) N/A N/A N/A N/A
Mid Cap Value Fund 364,294 22,134(6%)(1) 6,655,100(7%)(2) 0
International Equity Fund 1,529,436 0(0%) 48,059,958(0%)(2) 0
European Equity Fund(3) N/A N/A N/A N/A
Small Cap Value Fund 758,205 36,087(5%)(1) 16,439,842(1%)(2) 0
Large Cap Value Fund(3) N/A N/A N/A N/A
Japanese Equity Fund(3) N/A N/A N/A N/A
International Small Cap Fund(3) N/A N/A N/A N/A
Emerging Markets Equity Fund(3) N/A N/A N/A N/A
Asia Growth Fund 1,554,313 50,624(3%)(1) 102,609,295(4%)(2) 0
</TABLE>
- ------------------
1 Percentage of total commissions paid.
2 Percentage of total amount of transactions involving the payment of
commissions effected through affiliated persons.
3 Not operational.
B-86
<PAGE>
During the fiscal year ended January 31, 1999, the Funds acquired and sold
securities of their regular broker-dealers. As of January 31, 1999, the Funds
held the following amounts of securities of their regular broker/dealers, as
defined in Rule 10b-1 under the Act, or their parents ($ in thousands):
Fund Broker/Dealer Amount
- ---- ------------- ------
Balanced Fund Chase Manhattan Corp. $3,487
Merrill Lynch 2,060
Morgan Stanley 418
ABN-AMRO 4,993,000
Bear Stearns Companies, Inc. 1,427,000
Growth and Income Chase Manhattan Corp. $15,734
Fund ABN-AMRO 8,017
Bear Stearns 2,291
CS First Boston 3,330
CORE Large Cap Value Chase Manhattan Corp. $1,769
Fund Bear Stearns Companies, Inc. 123
Lehman Brothers 170
Merrill Lynch 198
Morgan Stanley Dean Witter 564
CORE U.S. Equity Chase Manhattan Corp. $4,762
Fund Merrill Lynch 14,372
Morgan Stanley Dean Witter 13,586
ABN-AMRO 10,302
Bear Stearns Companies, Inc. 13,120
CS First Boston 4,280
Donaldson, Lufkin & Jenrette $6,776
CORE Large Cap Lehman Brothers $4,736
Growth Fund Merrill Lynch 2,402
Morgan Stanley Dean Witter Discover 5,686
ABN-AMRO 7,419
Bear Stearns Companies, Inc. 5,849
CS First Boston 3,082
Donaldson, Lufkin, Jenrette 1,646
B-87
<PAGE>
Fund Broker Amount
- ---- ------ ------
CORE Small Cap ABN-AMRO $1,231
Equity Fund Bear Stearns Companies, Inc. 352
CS First Boston 511
CORE International N/A N/A
Equity Fund
Capital Growth Fund ABN-AMRO $15,155
Bear Stearns Companies, Inc. 4,330
CS First Boston 6,296
Strategic Growth N/A N/A
Fund
Growth Opportunities N/A N/A
Fund
Mid Cap Value Fund ABN-AMRO $10,478
Bear Stearns Companies, Inc. 2,994
CS First Boston 4,353
International N/A N/A
Equity Fund
Small Cap Value ABN-AMRO $6,927
Fund Bear Stearns Companies, Inc. 1,979
CS First Boston 2,878
Large Cap Value N/A N/A
Fund
B-88
<PAGE>
European Equity N/A N/A
Fund
Japanese Equity N/A N/A
Fund
Fund Broker/Dealer Amount
- ---- ------------- ------
International Small N/A N/A
Cap Fund
Emerging Markets Merrill Lynch $7,547
Equity Fund
Asia Growth Fund N/A N/A
Real Estate Donaldson, Lufkin & Jenrette $1,837
Securities Fund J.P. Morgan 8,517
Morgan Stanley 2,505
NET ASSET VALUE
Under the Act, the Trustees are responsible for determining in good faith
the fair value of securities of each Fund. In accordance with procedures adopted
by the Trustees, the net value per share of each class of each Fund is
calculated by determining the value of the net assets attributed to each class
of that Fund and dividing by the number of outstanding shares of that class. All
securities are valued as of the close of regular trading on the New York Stock
Exchange (normally, but not always, 4:00 p.m. New York time) on each Business
Day. The term "Business Day" means any day the New York Stock Exchange is open
for trading, which is Monday through Friday except for holidays. The New York
Stock Exchange is closed on the following holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day (observed), Good Friday, Memorial Day
(observed), Independence Day (observed), Labor Day, Thanksgiving Day and
Christmas Day (observed).
In the event that the New York Stock Exchange or the national securities
exchange on which stock options are traded adopt different trading hours on
either a permanent or temporary basis, the Trustees will reconsider the time at
which net asset value is computed. In addition, each Fund may compute its net
asset value as of any time permitted pursuant to any exemption, order or
statement of the SEC or its staff.
B-89
<PAGE>
Portfolio securities of the Fund for which accurate market quotations are
available are valued as follows: (a) securities listed on any U.S. or foreign
stock exchange or on the National Association of Securities Dealers Automated
Quotations System ("NASDAQ") will be valued at the last sale price on the
exchange or system in which they are principally traded on the valuation date.
If there is no sale on the valuation day, securities traded will be valued at
the closing bid price, or if a closing bid price is not available, at either the
exchange or system-defined close price on the exchange or system in which such
securities are principally traded. If the relevant exchange or system has not
closed by the above-mentioned time for determining the Funds net asset value,
the securities will be valued at the last sale price, or if not available at the
bid price at the time the net asset value is determined; (b) over-the-counter
securities not quoted on NASDAQ will be valued at the last sale price on the
valuation day or, if no sale occurs, at the last bid price at the time net asset
value is determined; (c) equity securities for which no prices are obtained
under section (a) or (b) including those for which a pricing service supplies no
exchange quotation or a quotation that is believed by the portfolio
manager/trader to be inaccurate, will be valued at their fair value in
accordance with procedures approved by the Board of Trustees; (d) fixed-income
securities with a remaining maturity of 60 days or more for which accurate
market quotations are readily available will normally be valued according to
dealer-supplied bid quotations or bid quotations from a recognized pricing
service (e.g., Merrill Lynch, J.J. Kenny, Muller Data Corp., Bloomberg, EJV,
Reuters or Standard & Poor's); (e) fixed-income securities for which accurate
market quotations are not readily available are valued by the Investment
Advisers based on valuation models that take into account spread and daily yield
changes on government securities in the appropriate market (i.e., matrix
pricing); (f) debt securities with a remaining maturity of 60 days or less are
valued by the Investment Adviser at amortized cost, which the Trustees have
determined to approximate fair value; and (g) all other instruments, including
those for which a pricing service supplies no exchange quotation or a quotation
that is believed by the portfolio manager/trader to be inaccurate, will be
valued at fair value in accordance with the valuation procedures approved by the
Board of Trustees.
The value of all assets and liabilities expressed in foreign currencies
will be converted into U.S. dollar values at current exchange rates of such
currencies against U.S. dollars last quoted by any major bank. If such
quotations are not available, the rate of exchange will be determined in good
faith by or under procedures established by the Board of Trustees.
Generally, trading in securities on European and Far Eastern securities
exchanges and on over-the-counter markets is substantially completed at various
times prior to the close of business on each Business Day in New York (i.e., a
day on which the New York Stock Exchange is open for trading). In addition,
European or Far Eastern securities trading generally or in a particular country
or countries may not take place on all Business Days in New York. Furthermore,
trading takes place in various foreign markets on days which are not Business
Days in New York and days on which the Funds' net asset values are not
calculated. Such calculation does not take place contemporaneously with the
determination of the prices of the majority of the portfolio securities used in
such calculation. The impact of events that occur after the publication of
market quotations used by a Fund to price its securities but before the close of
regular trading on the
B-90
<PAGE>
New York Stock Exchange will normally not be reflected in a Fund's next
determined NAV unless the Trust, in its discretion, makes an adjustment in light
of the nature and materiality of the event, its effect on Fund operations and
other relevant factors.
The proceeds received by each Fund and each other series of the Trust from
the issue or sale of its shares, and all net investment income, realized and
unrealized gain and proceeds thereof, subject only to the rights of creditors,
will be specifically allocated to such Fund and constitute the underlying assets
of that Fund or series. The underlying assets of each Fund will be segregated on
the books of account, and will be charged with the liabilities in respect of
such Fund and with a share of the general liabilities of the Trust. Expenses of
the Trust with respect to the Funds and the other series of the Trust are
generally allocated in proportion to the net asset values of the respective
Funds or series except where allocations of direct expenses can otherwise be
fairly made.
PERFORMANCE INFORMATION
Each Fund may from time to time quote or otherwise use yield and total
return information in advertisements, shareholder reports or sales literature.
Average annual total return and yield are computed pursuant to formulas
specified by the SEC.
Thirty-day yield is derived by dividing net investment income per share
earned during the period by the maximum public offering price per share on the
last day of such period. The results are compounded on a bond equivalent
(semi-annual) basis and then annualized. Net investment income per share is
equal to the dividends and interest earned during the period, reduced by accrued
expenses for the period. The calculation of net investment income for these
purposes may differ from the net investment income determined for accounting
purposes.
Distribution rate for a specified period is calculated by annualizing
distributions of net investment income for such period and dividing this amount
by the net asset value per share or maximum public offering price on the last
day of the period.
Average annual total return for a specified period is derived by
calculating the actual dollar amount of the investment return on a $1,000
investment made at the maximum public offering price at the beginning of the
period, and then calculating the annual compounded rate of return which would
produce that amount, assuming a redemption at the end of the period. This
calculation assumes a complete redemption of the investment. It also assumes
that all dividends and distributions are reinvested at net asset value on the
reinvestment dates during the period.
Year-by-year total return and cumulative total return for a specified
period are each derived by calculating the percentage rate required to make a
$1,000 investment (made at the maximum public offering price with all
distributions reinvested) at the beginning of such period equal to the actual
total value of such investment at the end of such period. The table set forth
below indicates the total return (capital changes plus reinvestment of all
distributions) on a hypothetical investment of $1,000 in a Fund for the periods
indicated.
B-91
<PAGE>
Total return calculations for Class A Shares reflect the effect of paying
the maximum initial sales charge. Investment at a lower sales charge would
result in higher performance figures. Total return calculations for Class B and
Class C Shares reflect deduction of the applicable CDSC imposed upon redemption
of Class B and Class C Shares held for the applicable period. Each Fund may also
from time to time advertise total return on a cumulative, average, year-by-year
or other basis for various specified periods by means of quotations, charts
graphs or schedules. In addition, each Fund may furnish total return
calculations based on investments at various sales charge levels or at NAV. Any
performance information which is based on a Fund's NAV per Share would be
reduced if any applicable sales charge were taken into account. In addition to
the above, each Fund may from time to time advertise its performance relative to
certain averages, performance rankings, indices, other information prepared by
recognized mutual fund statistical services and investments for which reliable
performance information is available. The Funds' performance quotations do not
reflect any fees charged by an Authorized Dealer, Service Organization or other
financial intermediary to its customer accounts in connection with investments
in the Funds.
Occasionally, statistics may be used to specify Fund volatility or risk.
Measures of volatility or risk are generally used to compare a Fund's net asset
value or performance relative to a market index. One measure of volatility is
beta. Beta is the volatility of a Fund relative to the total market. A beta of
more than 1.00 indicates volatility greater than the market, and a beta of less
than 1.00 indicates volatility less than the market. Another measure of
volatility or risk is standard deviation. Standard deviation is used to measure
variability of net asset value or total return around an average, over a
specified period of time. The premise is that greater volatility connotes
greater risk undertaken in achieving performance.
From time to time the Trust may publish an indication of a Fund's past
performance as measured by independent sources such as (but not limited to)
Lipper Analytical Services, Inc., Morningstar Mutual Funds, Weisenberger
Investment Companies Service, Donoghue's Money Fund Report, Micropal, Barron's,
Business Week, Consumer's Digest, Consumer's Report, Investors Business Daily,
The New York Times, Kiplinger's Personal Finance Magazine, Changing Times,
Financial World, Forbes, Fortune, Money, Personal Investor, Sylvia Porter's
Personal Finance and The Wall Street Journal. The Trust may also advertise
information which has been provided to the NASD for publication in regional and
local newspapers. In addition, the Trust may from time to time advertise a
Fund's performance relative to certain indices and benchmark investments,
including: (a) the Lipper Analytical Services, Inc. Mutual Fund Performance
Analysis, Fixed-Income Analysis and Mutual Fund Indices (which measure total
return and average current yield for the mutual fund industry and rank mutual
fund performance); (b) the CDA Mutual Fund Report published by CDA Investment
Technologies, Inc. (which analyzes price, risk and various measures of return
for the mutual fund industry); (c) the Consumer Price Index published by the
U.S. Bureau of Labor Statistics (which measures changes in the price of goods
and services); (d) Stocks, Bonds, Bills and Inflation published by Ibbotson
Associates (which provides historical performance figures for stocks, government
securities and inflation); (e) the Salomon Brothers' World Bond Index (which
measures the total return in U.S. dollar terms of government bonds, Eurobonds
and foreign bonds of ten countries, with all such bonds having a minimum
maturity of
B-92
<PAGE>
five years); (f) the Lehman Brothers Aggregate Bond Index or its component
indices; (g) the Standard & Poor's Bond Indices (which measure yield and price
of corporate, municipal and U.S. Government bonds); (h) the J.P. Morgan Global
Government Bond Index; (i) other taxable investments including certificates of
deposit (CDs), money market deposit accounts (MMDAs), checking accounts, savings
accounts, money market mutual funds and repurchase agreements; (j) Donoghues'
Money Fund Report (which provides industry averages for 7-day annualized and
compounded yields of taxable, tax-free and U.S. Government money funds); (k) the
Hambrecht & Quist Growth Stock Index; (l) the NASDAQ OTC Composite Prime Return;
(m) the Russell Midcap Index; (n) the Russell 2000 Index - Total Return; (o) the
Russell 1000 Value Index; (p) the Russell 1000 Growth Index-Total Return; (q)
the Value-Line Composite-Price Return; (r) the Wilshire 4500 Index; (s) the
FT-Actuaries Europe and Pacific Index; (t) historical investment data supplied
by the research departments of Goldman Sachs, Lehman Brothers, First Boston
Corporation, Morgan Stanley (including the EAFE Indices, the Morgan Stanley
Capital International Combined Asia ex Japan Free Index and the Morgan Stanley
Capital International Emerging Markets Free Index), Salomon Brothers, Merrill
Lynch, Donaldson Lufkin and Jenrette or other providers of such data; (u)
CDA/Wiesenberger Investment Companies Services or Wiesenberger Investment
Companies Service; (v) The Goldman Sachs Commodities Index; (w) information
produced by Micropal, Inc.; and (x) The Toykyo Price Index. The composition of
the investments in such indices and the characteristics of such benchmark
investments are not identical to, and in some cases are very different from,
those of a Fund's portfolio. These indices and averages are generally unmanaged
and the items included in the calculations of such indices and averages may not
be identical to the formulas used by a Fund to calculate its performance
figures.
Information used in advertisements and materials furnished to present and
prospective investors may include statements or illustrations relating to the
appropriateness of certain types of securities and/or mutual funds to meet
specific financial goals. Such information may address:
o cost associated with aging parents;
o funding a college education (including its actual and estimated
cost);
o health care expenses (including actual and projected expenses);
o long-term disabilities (including the availability of, and coverage
provided by, disability insurance);
o retirement (including the availability of social security benefits,
the tax treatment of such benefits and statistics and other
information relating to maintaining a particular standard of living
and outliving existing assets);
B-93
<PAGE>
o asset allocation strategies and the benefits of diversifying among
asset classes;
o the benefits of international and emerging market investments;
o the effects of inflation on investing and saving;
o the benefits of establishing and maintaining a regular pattern of
investing and the benefits of dollar-cost averaging; and
o measures of portfolio risk, including but not limited to, alpha,
beta and standard deviation.
The Trust may from time to time use comparisons, graphs or charts in
advertisements to depict the following types of information:
o the performance of various types of securities (common stocks, small
company stocks, long-term government bonds, treasury bills and
certificates of deposit) over time. However, the characteristics of
these securities are not identical to, and may be very different
from, those of a Fund's portfolio;
o the dollar and non-dollar based returns of various market indices
(i.e., Morgan Stanley Capital International EAFE Index, FT-Actuaries
Europe & Pacific Index and the Standard & Poor's Index of 500 Common
Stocks) over varying periods of time;
o total stock market capitalizations of specific countries and regions
on a global basis;
o performance of securities markets of specific countries and regions;
and
o value of a dollar amount invested in a particular market or type of
security over different periods of time.
In addition, the Trust may from time to time include rankings of Goldman,
Sachs & Co.'s research department by publications such as the Institutional
Investor and the Wall Street Journal in advertisements.
The CORE Large Cap Growth Fund commenced operations on May 1, 1997. The
performance information shown below for periods before that date is for a
predecessor separate account managed by the Investment Adviser which converted
into Class A Shares as of the
B-94
<PAGE>
commencement date. The performance record of the separate account quoted by the
Fund have been adjusted downward based on the expenses applicable to Class A
Shares (the class into which the separate account transferred) to reflect the
expenses expected to be incurred by the Fund during its initial year of
operation. These expenses include any sales charges and asset-based charges
(i.e., fees under Distribution and Service Plans) imposed and other operating
expenses. Total return quotations are calculated pursuant to the methodology
prescribed by the SEC for standardized performance calculations. Prior to May 1,
1997, the separate account was a separate investment advisory account under
discretionary management by the Investment Adviser and had substantially similar
investment objectives, policies and strategies as the Fund. Unlike the Fund, the
separate account was not registered as an investment company under the Act and
therefore was not subject to certain investment restrictions and operational
requirements that are imposed on investment companies by the Act. If the
separate account had been registered as an investment company under the Act, the
separate account's performance may have been adversely affected by such
restrictions and requirements. On May 1, 1997, the separate account transferred
a portion of its assets to the Fund in exchange for Fund shares. The performance
record of each other class has been linked to the performance of the separate
account (based on Class A expenses) and the Class A performance for any periods
prior to commencement of operations of a class of shares.
The Service Shares of Balanced, Capital Growth, Small Cap Value, Growth
and Income, CORE U.S. Equity, CORE Large Cap Growth and International Equity
Funds commenced operations on August 15, 1997, August 15, 1997, August 15, 1997,
March 6, 1996, June 7, 1996, May 1, 1997 and March 6, 1996, respectively. The
Service Shares of these Funds had no operating or performance history prior
thereto. However, in accordance with interpretive positions expressed by the
staff of the SEC, each of these Funds has adopted the performance records of its
respective Class A Shares from that class's inception date (October 12, 1994,
April 20, 1990, October 22, 1992, February 5, 1993, May 24, 1991, May 1, 1997
and December 1, 1992 respectively) to the inception dates of Service Shares
stated above. Quotations of performance data of these Funds relating to this
period include the performance record of the applicable Class A Shares
(excluding the impact of any applicable front-end sales charge). The performance
records of the applicable Class A Shares reflect the expenses incurred by the
Funds. These expenses include asset-based charges (i.e., fees under Distribution
and Service Plans) and other operating expenses. Total return quotations are
calculated pursuant to SEC-approved methodology.
B-95
<PAGE>
INTRODUCTION
VALUE OF $1,000 INVESTMENT
(AVERAGE ANNUAL TOTAL RETURN)
<TABLE>
<CAPTION>
Assuming no voluntary
waiver of fees and no
expense reimbursements
----------------------
Assumes Assumes
Maximum maximum
Applicable Assumes Applicable Assumes
Sales no sales sales no sales
Fund Class Time Period Charge** Charge Charge** Charge
- ---- ----- ----------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Balanced Fund A 10/12/94-1/31/99 - Since inception 14.17% 15.68% 12.91% 14.40%
Balanced Fund A 2/1/98-1/31/99 - One year (1.77)% 3.94% (2.17)% 3.52%
Balanced Fund B 5/1/96-1/31/99 - Since inception 11.90% 12.96% 11.65% 12.71%
Balanced Fund B 2/1/98-1/31/99 - One year (1.97)% 3.15% (2.21)% 2.91%
Balanced Fund C 8/15/97-1/31/99 - Since inception 3.86% 3.86% 3.60% 3.60%
Balanced Fund C 2/1/98-1/31/99 - One year 2.12% 3.14% 1.89% 2.91%
Balanced Fund Institutional 8/15/97-1/31/99 - Since inception N/A 4.93% N/A 4.60%
Balanced Fund Institutional 2/1/98-1/31/99 - One year N/A 4.25% N/A 4.03%
Balanced Fund Service 10/12/94-1/31/99 - Since inception N/A 15.60% N/A 14.39%
Balanced Fund Service 2/1/98-1/31/99 - One Year N/A 3.80% N/A 3.57%
Growth and Income A 2/5/93-1/31/99 - Since inception 14.18% 15.26% 13.63% 14.71%
Growth and Income A 2/1/94-1/31/99 - Five years 14.36% 15.67% 14.15% 15.45%
Growth and Income A 2/1/98-1/31/99 - One year (10.60)% (5.40)% (10.69)% (5.49)%
Growth and Income B 5/1/96-1/31/99 - Since inception 12.22% 13.30% 12.22% 13.30%
Growth and Income B 2/1/98-1/31/99 - One year (10.77)% (6.07)% (10.77)% (6.07)%
Growth and Income C 8/15/97-1/31/99 - Since inception (3.89)% (3.89)% (3.89)% (3.89)%
Growth and Income C 2/1/98-1/31/99 - One year (7.06)% (6.12)% (7.06)% (6.12)%
Growth and Income Institutional 6/3/96-1/31/99 - Since inception N/A 14.22% N/A 14.20%
Growth and Income Institutional 2/1/98-1/31/99 - One year N/A (5.00)% N/A (5.00)%
Growth and Income Service 2/5/93-1/31/99 - Since inception N/A 15.22% N/A 14.75%
Growth and Income Service 2/1/94-1/31/99 - Five years N/A 15.62% N/A 15.50%
Growth and Income Service 8/1/97-1/31/99 - One year N/A (5.44)% N/A (5.44)%
CORE Large Cap Value A 12/31/98-1/31/99 - Since inception* (4.06)% 1.50% (4.64)% 0.89%
CORE Large Cap Value B 12/31/98-1/31/99 - Since inception* (3.50)% 1.50% (4.64)% 0.89%
CORE Large Cap Value C 12/31/98-1/31/99 - Since inception* 0.50% 1.50% (4.64)% 0.89%
CORE Large Cap Value Institutional 12/31/98-1/31/99 - Since inception* N/A 1.60% N/A 0.99%
CORE Large Cap Value Service 12/31/98-1/31/99 - Since inception* N/A 1.60% N/A 0.99%
CORE U.S. Equity A 5/24/91-1/31/99 - Since inception 16.64% 17.49% 16.39% 17.24%
CORE U.S. Equity A 2/1/94-1/31/99 - Five years 20.51% 21.89% 20.28% 21.66%
</TABLE>
B-96
<PAGE>
INTRODUCTION
VALUE OF $1,000 INVESTMENT
(AVERAGE ANNUAL TOTAL RETURN)
<TABLE>
<CAPTION>
Assuming no voluntary
waiver of fees and no
expense reimbursements
----------------------
Assumes Assumes
Maximum maximum
Applicable Assumes Applicable Assumes
Sales no sales sales no sales
Fund Class Time Period Charge** Charge Charge** Charge
- ---- ----- ----------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
CORE U.S. Equity A 2/1/98-1/31/99 - One year 19.91% 26.89% 19.75% 26.73%
CORE U.S. Equity B 5/1/96-1/31/99 - Since inception 24.39% 25.25% 24.32% 25.18%
CORE U.S. Equity B 2/1/98-1/31/99 - One year 21.08% 26.19% 20.90% 26.01%
CORE U.S. Equity C 8/15/97-1/31/99 - Since inception 21.05% 21.05% 20.85% 20.85%
CORE U.S. Equity C 2/1/98-1/31/99 - One year 25.17% 26.19% 24.97% 25.99%
CORE U.S. Equity Institutional 6/15/95-1/31/99 - Since inception N/A 27.30% N/A 27.05%
CORE U.S. Equity Institutional 2/1/98-1/31/99 - One year N/A 27.65% N/A 27.48%
CORE U.S. Equity Service 5/24/91-1/31/99 - Since inception N/A 17.54% N/A 17.25%
CORE U.S. Equity Service 2/1/94-1/31/99 - Five years N/A 21.96% N/A 21.66%
CORE U.S. Equity Service 2/1/98-1/31/99 - One year N/A 27.00% N/A 26.58%
CORE Large Cap Growth A 11/11/91-1/31/99 - Since inception 21.83% 22.81% 21.56% 22.54%
CORE Large Cap Growth A 2/1/94-1/31/99 - Five years 25.81% 27.31% 25.41% 26.91%
CORE Large Cap Growth A 2/1/98-1/31/99 - One year 27.64% 35.10% 27.00% 34.43%
CORE Large Cap Growth B 5/1/97-1/31/99 - Since inception 31.21% 33.11% 30.23% 32.13%
CORE Large Cap Growth B 2/1/98-1/31/99 - One year 29.07% 34.07% 28.54% 33.54%
CORE Large Cap Growth C 8/15/97-1/31/99- Since inception 25.90% 25.90% 25.08% 25.08%
CORE Large Cap Growth C 2/1/98-1/31/99 - One year 33.04% 34.04% 33.52% 33.52%
CORE Large Cap Growth Institutional 11/11/91-1/31/99 - Since inception N/A 22.88% N/A 22.66%
CORE Large Cap Growth Institutional 2/1/94-1/31/99 - Five years N/A 27.41% N/A 27.08%
CORE Large Cap Growth Institutional 2/1/98-1/31/99 - One year N/A 35.54% N/A 35.05%
CORE Large Cap Growth Service 11/11/91-1/31/99 - Since inception N/A 22.75% N/A 22.53%
CORE Large Cap Growth Service 2/1/94-1/31/99 - Five years N/A 27.22% N/A 26.89%
CORE Large Cap Growth Service 2/1/98-1/31/99 - One year N/A 34.85% N/A 34.36%
CORE Small Cap Equity A 8/15/97-1/31/99 - Since inception (2.37)% 1.46% (3.67)% 0.11%
CORE Small Cap Equity A 2/1/98-1/31/99 - One year (9.29)% (3.97)% (9.94)% (4.66)%
CORE Small Cap Equity B 8/15/97-1/31/99 - Since inception (1.97)% 0.78% (3.16)% (0.41)%
CORE Small Cap Equity B 2/1/98-1/31/99 - One year (9.41)% (4.64)% (10.01)% (5.24)%
CORE Small Cap Equity C 8/15/97-1/31/99 - Since inception 0.85% 0.85% (0.35)% (0.35)%
CORE Small Cap Equity C 2/1/98-1/31/99 - One year (5.59)% (4.64)% (6.19)% (5.24)%
CORE Small Cap Equity Institutional 8/15/97-1/31/99 - Since inception N/A 1.83% N/A 0.63%
</TABLE>
B-97
<PAGE>
INTRODUCTION
VALUE OF $1,000 INVESTMENT
(AVERAGE ANNUAL TOTAL RETURN)
<TABLE>
<CAPTION>
Assuming no voluntary
waiver of fees and no
expense reimbursements
----------------------
Assumes Assumes
Maximum maximum
Applicable Assumes Applicable Assumes
Sales no sales sales no sales
Fund Class Time Period Charge** Charge Charge** Charge
- ---- ----- ----------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
CORE Small Cap Equity Institutional 2/1/98-1/31/99 - One Year N/A (3.64)% N/A (4.23)%
CORE Small Cap Equity Service 8/15/97-1/31/99 - Since inception N/A 1.45% N/A 0.19%
CORE Small Cap Equity Service 2/1/98-1/31/99 - One year N/A (4.07)% N/A (4.67)%
CORE International Equity A 8/15/97-1/31/99 - Since inception (3.73)% 0.05% (5.01)% (1.28)%
CORE International Equity A 2/1/98-1/31/99 - One year 2.38% 8.37% 2.00% 7.97%
CORE International Equity B 8/15/97-1/31/99 - Since inception (3.08)% (0.34)% (4.30)% (1.56)%
CORE International Equity B 2/1/98-1/31/99 - One year 3.04% 8.03% 2.69% 7.68%
CORE International Equity C 8/15/97-1/31/99 - Since inception (0.27)% (0.27)% (1.49)% (1.49)%
CORE International Equity C 2/1/98-1/31/99 - One year 7.03% 8.03% 6.67% 7.67%
CORE International Equity Institutional 8/15/97-1/31/99 - Since inception N/A 0.72% N/A (0.50)%
CORE International Equity Institutional 2/1/98-1/31/99 - One year N/A 9.20% N/A 8.86%
CORE International Equity Service 8/15/97-1/31/99 - Since inception N/A 0.25% N/A (1.03)%
CORE International Equity Service 2/1/98-1/31/99 - One year N/A 8.74% N/A 8.38%
Capital Growth A 4/20/90-1/31/99 - Since inception 19.15% 19.92% 18.85% 19.62%
Capital Growth A 2/1/94-1/31/99 - Five years 20.99% 22.36% 20.75% 22.13%
Capital Growth A 2/1/98-1/31/99 - One year 27.15% 34.58% 26.94% 34.36%
Capital Growth B 51/96-1/31/99 - Since inception 28.89% 29.83% 29.02% 29.96%
Capital Growth B 2/1/98-1/31/99 - One year 28.42% 33.60% 28.37% 33.55%
Capital Growth C 8/15/97-1/31/99 - Since inception 29.06% 29.06% 29.02% 29.02%
Capital Growth C 2/1/98-1/31/99 - One year 32.52% 33.55% 32.47% 33.50%
Capital Growth Institutional 8/15/97-1/31/99 - Since inception N/A 30.42% N/A 30.39%
Capital Growth Institutional 2/1/98-1/31/99 - One year N/A 35.02% N/A 35.01%
Capital Growth Service 4/20/90-1/31/99 - Since inception N/A 19.89% N/A 19.62%
Capital Growth Service 2/1/94-1/31/99 - Five years N/A 22.33% N/A 22.13%
Capital Growth Service 2/1/98-1/31/99 - One year N/A 34.34% N/A 34.32%
Strategic Growth A 5/24/99-8/31/99 - Since Inception
Strategic Growth B 5/24/99-8/31/99 - Since Inception
Strategic Growth C 5/24/99-8/31/99 - Since Inception
</TABLE>
B-98
<PAGE>
INTRODUCTION
VALUE OF $1,000 INVESTMENT
(AVERAGE ANNUAL TOTAL RETURN)
<TABLE>
<CAPTION>
Assuming no voluntary
waiver of fees and no
expense reimbursements
----------------------
Assumes Assumes
Maximum maximum
Applicable Assumes Applicable Assumes
Sales no sales sales no sales
Fund Class Time Period Charge** Charge Charge** Charge
- ---- ----- ----------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Strategic Growth Institutional 5/24/99-8/31/99 - Since Inception
Strategic Growth Service 5/24/99-8/31/99 - Since Inception
Growth Opportunities A 5/24/99-8/31/99 - Since Inception
Growth Opportunities B 5/24/99-8/31/99 - Since Inception
Growth Opportunities C 5/24/99-8/31/99 - Since Inception
Growth Opportunities Institutional 5/24/99-8/31/99 - Since Inception
Growth Opportunities Service 5/24/99-8/31/99 - Since Inception
Mid Cap Value A 8/15/97-1/31/99 - Since inception (8.73)% (5.12)% (8.81)% (5.21)%
Mid Cap Value A 2/1/98-1/31/99 - One year (15.41)% (10.48)% (15.48)% (10.55)%
Mid Cap Value B 8/15/97-1/31/99 - Since inception (8.29)% (5.70)% (8.38)% (5.79)%
Mid Cap Value B 2/1/98-1/31/99 - One year (15.51)% (11.07)% (15.58)% (11.14)%
Mid Cap Value C 8/15/97-1/31/99 - Since inception (5.62)% (5.61)% (5.71)% (5.70)%
Mid Cap Value C 2/1/98-1/31/99 - One year (11.92)% (11.03)% (11.99)% (11.10)%
Mid Cap Value Institutional 8/1/95-1/31/99 - Since inception N/A 13.96% N/A 13.86%
Mid Cap Value Institutional 2/1/98-1/31/99 - One year N/A (10.07)% N/A (10.14)%
Mid Cap Value Service 7/18/97-1/31/99 - Since inception N/A (3.17)% N/A (3.26)%
Mid Cap Value Service 2/1/98-1/31/99 - One year N/A (10.48)% N/A (10.56)%
International Equity A 12/1/92-1/31/99 - Since inception 10.96% 11.98% 10.78% 11.80%
International Equity A 2/1/94-1/31/99 - Five years 8.27% 9.50% 8.14% 9.37%
International Equity A 2/1/98-1/31/99 - One year 9.96% 16.39% 9.87% 16.29%
International Equity B 5/1/96-1/31/99 - Since inception 9.41% 10.47% 9.45% 10.51%
International Equity B 2/1/98-1/31/99 - One year 10.53% 15.80% 10.45% 15.72%
International Equity C 8/15/97-1/31/99 - Since inception 5.96% 5.96% 5.86% 5.86%
International Equity C 2/1/98-1/31/99 - One year 14.65% 15.70% 14.59% 15.64%
International Equity Institutional 2/7/96-1/31/99 - Since inception N/A 13.86% N/A 13.76%
International Equity Institutional 2/1/98-1/31/99 - One year N/A 17.09% N/A 16.99%
International Equity Service 12/1/92-1/31/99 - Since inception N/A 12.04% N/A 11.87%
International Equity Service 2/1/94-1/31/99 - Five years N/A 9.57% N/A 9.45%
International Equity Service 2/1/98-1/31/99 - One year N/A 16.49% N/A 16.39%
</TABLE>
B-99
<PAGE>
INTRODUCTION
VALUE OF $1,000 INVESTMENT
(AVERAGE ANNUAL TOTAL RETURN)
<TABLE>
<CAPTION>
Assuming no voluntary
waiver of fees and no
expense reimbursements
----------------------
Assumes Assumes
Maximum maximum
Applicable Assumes Applicable Assumes
Sales no sales sales no sales
Fund Class Time Period Charge** Charge Charge** Charge
- ---- ----- ----------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Small Cap Value A 10/22/92-1/31/99 - Since inception 8.83% 9.81% 8.57% 9.55%
Small Cap Value A 2/1/94-1/31/99 - Five years 2.10% 3.26% 1.90% 3.05%
Small Cap Value A 2/1/98-1/31/99 - One year (21.92)% (17.37)% (22.11)% (17.58)%
Small Cap Value B 5/1/96-1/31/99 - Since inception 1.80% 2.93% 1.80% 2.93%
Small Cap Value B 2/1/98-1/31/99 - One year (22.10)% (18.00)% (22.13)% (18.03)%
Small Cap Value C 8/15/97-1/31/99 - Since inception (9.32)% (9.32)% (9.34)% (9.34)%
Small Cap Value C 2/1/98-1/31/99 - One year (18.73)% (17.91)% (18.76)% (17.94)%
Small Cap Value Institutional 8/15/97-1/31/99 - Since inception N/A (8.35)% N/A (8.38)%
Small Cap Value Institutional 2/1/98-1/31/99 - One year N/A (17.04)% N/A (17.08)%
Small Cap Value Service 10/22/92-1/31/99 - Since inception N/A 9.80% N/A 9.61%
Small Cap Value Service 2/1/94-1/31/99 - Five years N/A 3.25% N/A 3.12%
Small Cap Value Service 2/1/98-1/31/99 - One year N/A (17.41)% N/A (17.46)%
European Equity A 10/1/98-1/31/99 - Since inception* 15.31% 22.00% 14.93% 21.61%
European Equity B 10/1/98-1/31/99 - Since inception* 16.90% 21.90% 16.51% 21.51%
European Equity C 10/1/98-1/31/99 - Since inception* 21.00% 22.00% 20.61% 21.61%
European Equity Institutional 10/1/98-1/31/99 - Since inception* N/A 22.30% N/A 21.90%
European Equity Service 10/1/98-1/31/99 - Since inception* N/A 22.00% N/A 21.51%
Japanese Equity Fund A 5/1/98-1/31/99 - Since inception* 4.54% 10.60% 2.53% 8.49%
Japanese Equity Fund B 5/1/98-1/31/99 - Since inception* 5.30% 10.30% 3.19% 8.19%
Japanese Equity Fund C 5/1/98-1/31/99 - Since inception* 9.40% 10.40% 7.29% 8.29%
Japanese Equity Fund Institutional 5/1/98-1/31/99 - Since inception* N/A 11.06% N/A 8.97%
Japanese Equity Fund Service 5/1/98-1/31/99 - Since inception* N/A 10.43% N/A 8.31%
International Small Cap Fund A 5/1/98-1/31/99 - Since inception* 0.38% 6.20% (0.84)% 4.92%
International Small Cap Fund B 5/1/98-1/31/99 - Since inception* 1.10% 6.10% 2.38% 4.82%
International Small Cap Fund C 5/1/98-1/31/99 - Since inception* 5.10% 6.10% 3.82% 4.82%
International Small Cap Fund Institutional 5/1/98-1/31/99 - Since inception* N/A 6.67% N/A 5.41%
International Small Cap Fund Service 5/1/98-1/31/99 - Since inception* N/A 6.10% N/A 4.83%
</TABLE>
B-100
<PAGE>
INTRODUCTION
VALUE OF $1,000 INVESTMENT
(AVERAGE ANNUAL TOTAL RETURN)
<TABLE>
<CAPTION>
Assuming no voluntary
waiver of fees and no
expense reimbursements
----------------------
Assumes Assumes
Maximum maximum
Applicable Assumes Applicable Assumes
Sales no sales sales no sales
Fund Class Time Period Charge** Charge Charge** Charge
- ---- ----- ----------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Emerging Markets Equity A 12/15/97-1/31/99 - Since inception (27.67)% (23.97)% (28.30)% (24.63)%
Emerging Markets Equity A 2/1/98-1/31/99 - One Year (28.45)% (24.32)% (28.78)% (24.66)%
Emerging Markets Equity B 12/15/97-1/31/99 - Since inception (26.83)% (24.14)% (27.49)% (24.80)%
Emerging Markets Equity B 2/1/98-1/31/99 - One Year (28.28)% (24.51)% (28.61)% (24.84)%
Emerging Markets Equity C 12/15/97-1/31/99 - Since inception (24.00)% (24.00)% (24.66)% (24.66)%
Emerging Markets Equity C 2/1/98-1/31/99 - One Year (25.18)% (24.43)% (25.51)% (24.76)%
Emerging Markets Equity Institutional 12/15/97-1/31/99 - Since inception N/A (23.32)% N/A (23.99)%
Emerging Markets Equity Institutional 2/1/98-1/31/99 - One Year N/A (23.66)% N/A (24.02)%
Emerging Markets Equity Service 12/15/97-1/31/99 - Since inception N/A (25.62)% N/A (25.80)%
Emerging Markets Equity Service 2/1/98-1/31/99 - One Year N/A (26.17)% N/A (25.98)%
Asia Growth A 7/8/94-1/31/99 - Since inception (12.77)% (11.68)% (13.02)% (11.93)%
Asia Growth A 2/1/98-1/31/99 - One year (12.18)% (7.04)% (12.66)% (7.56)%
Asia Growth B 5/1/96-1/31/99 - Since inception (26.24)% (25.42)% (26.34)% (25.52)%
Asia Growth B 2/1/98-1/31/99 - One year (12.20)% (7.58)% (12.68)% (8.06)%
Asia Growth C 8/15/97-1/31/99 - Since inception (38.58)% (38.58)% (38.84)% (38.84)%
Asia Growth C 2/1/98-1/31/99 - One Year (8.29)% (7.36)% (8.76)% (7.83)%
Asia Growth Institutional 2/2/96-1/31/99 - Since inception N/A (21.69)% N/A (21.89)%
Asia Growth Institutional 2/1/98-1/31/99 - One year N/A (6.28)% N/A (6.78)%
</TABLE>
- --------------------------
All returns are average annual total returns.
* Represents an aggregate total return (not annualized) since this class has not
completed a full twelve months of operations.
** Total return reflects a maximum initial sales charge of 5.5% for Class A
Shares, the assumed deferred sales charge for Class B Shares (5% maximum
declining to 0% after six years) and the assumed deferred sales charge for Class
C Shares (1% if redeemed within 12 months of purchase). Prior to the date of
this Additional Statement, no shares of the Strategic Growth or Growth
Opportunities Funds had been offered.
B-101
<PAGE>
From time to time, advertisements or information may include a discussion
of certain attributes or benefits to be derived by an investment in the Fund.
Such advertisements or information may include symbols, headlines or other
material which highlight or summarize the information discussed in more detail
in the communication.
The Trust may from time to time summarize the substance of discussions
contained in shareholder reports in advertisements and publish the Investment
Adviser's views as to markets, the rationale for a Fund's investments and
discussions of a Fund's current asset allocation.
In addition, from time to time, advertisements or information may include
a discussion of asset allocation models developed by GSAM and/or its affiliates,
certain attributes or benefits to be derived from asset allocation strategies
and the Goldman Sachs mutual funds that may be offered as investment options for
the strategic asset allocations. Such advertisements and information may also
include GSAM's current economic outlook and domestic and international market
views to suggest periodic tactical modifications to current asset allocation
strategies. Such advertisements and information may include other materials
which highlight or summarize the services provided in support of an asset
allocation program.
A Fund's performance data will be based on historical results and will not
be intended to indicate future performance. A Fund's total return and yield will
vary based on market conditions, portfolio expenses, portfolio investments and
other factors. The value of a Fund's shares will fluctuate and an investor's
shares may be worth more or less than their original cost upon redemption. The
Trust may also, at its discretion, from time to time make a list of a Fund's
holdings available to investors upon request.
Total return will be calculated separately for each class of shares in
existence. Because each class of shares is subject to different expenses, total
return with respect to each class of shares of a Fund will differ.
SHARES OF THE TRUST
The Funds, except the CORE International Equity, CORE Small Cap Equity,
CORE Large Cap Value, CORE Large Cap Growth, Strategic Growth, Growth
Opportunities, Large Cap Value, European Equity, Japanese Equity, International
Small Cap and Emerging Markets Equity Funds, were reorganized on April 30, 1997
from series of a Maryland corporation to part of Goldman Sachs Trust, a Delaware
business trust, established by a Declaration of Trust dated January 28, 1997.
The Trustees have authority under the Trust's Declaration of Trust to
create and classify shares of beneficial interest in separate series, without
further action by shareholders. The Trustees also have authority to classify and
reclassify any series of shares into one or more classes of shares. As of the
date of this Additional Statement, the Trustees have classified the shares of
each of the Funds into five classes: Institutional Shares, Service Shares, Class
A Shares, Class B Shares and Class C Shares.
B-102
<PAGE>
Each Institutional Share, Service Share, Class A Share, Class B Share and
Class C Share of a Fund represents a proportionate interest in the assets
belonging to the applicable class of the Fund. All expenses of a Fund are borne
at the same rate by each class of shares, except that fees under Service Plans
are borne exclusively by Service Shares, fees under Distribution and Service
Plans are borne exclusively by Class A, Class B or Class C Shares and transfer
agency fees are borne at different rates by different share classes. The
Trustees may determine in the future that it is appropriate to allocate other
expenses differently between classes of shares and may do so to the extent
consistent with the rules of the SEC and positions of the Internal Revenue
Service. Each class of shares may have different minimum investment requirements
and be entitled to different shareholder services. With limited exceptions,
shares of a class may only be exchanged for shares of the same or an equivalent
class of another fund. See "Shareholder Guide" in the Prospectus.
Institutional Shares may be purchased at net asset value without a sales
charge for accounts in the name of an investor or institution that is not
compensated by a Fund under a Plan for services provided to the institution's
customers.
Service Shares may be purchased at net asset value without a sales charge
for accounts held in the name of an institution that, directly or indirectly,
provides certain account administration and shareholder liaison services to its
customers, including maintenance of account records and processing orders to
purchase, redeem and exchange Service Shares. Service Shares bear the cost of
account administration fees at the annual rate of up to 0.50% of the average
daily net assets of the Fund attributable to Service Shares.
Class A Shares are sold, with an initial sales charge of up to 5.5%,
through brokers and dealers who are members of the National Association of
Securities Dealers, Inc. and certain other financial service firms that have
sales agreements with Goldman Sachs. Class A Shares bear the cost of
distribution and service fees at the aggregate rate of up to 0.25% of the
average daily net assets of such Class A Shares (0.50% with respect to the CORE
International Equity, International Equity, European Equity, Japanese Equity,
International Small Cap, Emerging Markets and Asia Growth Funds). With respect
to Class A Shares, the Distributor at its discretion may use compensation for
distribution services paid under the Distribution and Services Plan for personal
and account maintenance services and expenses so long as such total compensation
under the Plan does not exceed the maximum cap on "service fees" imposed by the
NASD.
Class B Shares of the Funds are sold subject to a contingent deferred
sales charge of up to 5.0% through brokers and dealers who are members of the
National Association of Securities Dealers Inc. and certain other financial
services firms that have sales arrangements with Goldman Sachs. Class B Shares
bear the cost of distribution (Rule 12b-1) fees at the aggregate rate of up to
0.75% of the average daily net assets attributable to Class B Shares. Class B
Shares also bear the cost of service fees at an annual rate of up to 0.25% of
the average daily net assets attributable to Class B Shares.
Class C Shares of the Funds are sold subject to a contingent deferred
sales charge of up to 1.0% through brokers and dealers who are members of the
National Association of Securities Dealers Inc.
B-103
<PAGE>
and certain other financial services firms that have sales arrangements with
Goldman Sachs. Class C Shares bear the cost of distribution (Rule 12b-1) fees at
the aggregate rate of up to 0.75% of the average daily net assets attributable
to Class C Shares. Class C Shares also bear the cost of service fees at an
annual rate of up to 0.25% of the average daily net assets attributable to Class
C Shares.
It is possible that an institution or its affiliate may offer different
classes of shares (i.e., Institutional, Service, Class A Shares, Class B Shares
and Class C Shares) to its customers and thus receive different compensation
with respect to different classes of shares of each Fund. Dividends paid by each
Fund, if any, with respect to each class of shares will be calculated in the
same manner, at the same time on the same day and will be the same amount,
except for differences caused by the differences in expenses discussed above.
Similarly, the net asset value per share may differ depending upon the class of
shares purchased.
Certain aspects of the shares may be altered after advance notice to
shareholders if it is deemed necessary in order to satisfy certain tax
regulatory requirements.
When issued, shares are fully paid and non-assessable. In the event of
liquidation, shareholders are entitled to share pro rata in the net assets of
the applicable class of the relevant Fund available for distribution to such
shareholders. All shares are freely transferable and have no preemptive,
subscription or conversion rights.
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Balanced Fund - Edward Jones & Co.
Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland Heights, MO
63043-3009 (51.86%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Growth and Income Fund - Edward
Jones & Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland
Heights, MO 63043-3009 (40.46%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the CORE Large Cap Value Fund - Edward
Jones & Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland
Heights, MO 63043-3009 (22.51%); State Street Bank and Trust Company - FBO
Goldman Sachs Growth and Income Strategy, P.O. Box 1713, Boston, MA 02105-1713
(21.28%); State Street Bank and Trust Company - Goldman Sachs Growth Strategy,
P.O. Box 1713, Boston, MA 02105-1713 (18.12%); BSC As Agent For Alpha Mutual Ins
- - Savings and PS Plan, 1375 Peachtree Street NE, Suite 300, Atlanta, GA
30309-3112 (15.70%); and Resources Trust Company - FBO Various Customers, 8051
E. Maplewood Ave, Englewood, CO 80111-4757 (13.52%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the CORE U.S. Equity Fund - Edward
Jones & Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland
Heights, MO 63043-3009 (22.29%); and State Street Bank
B-104
<PAGE>
and Trust Company - GS Profit Sharing Master Trust, Attention: Louis Pereira,
P.O. Box 1992, Boston, MA 02105-1992 (14.08%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the CORE Large Cap Growth Fund -
Edward Jones & Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy,
Maryland Heights, MO 63043-3009 (8.54%); State Street Bank and Trust Company -
Goldman Sachs Growth and Income Strategy, P.O. Box 1713, Boston, MA 02105-1713
(8.07%); State Street Bank and Trust Company - FBO Goldman Sachs Growth and
Income Strategy, P.O. Box 1713, Boston, MA 02105-1713 (6.87%); BSC As Agent For
Alfa Mutual Ins - Saving and PS Plan, 1375 Peachtree Street NE, Suite 300,
Atlanta, GA 30309-3112 (5.95%); and Resources Trust Company - FBO Various
Customers, 8051 E. Maplewood Ave, Englewood, CO 80111-4757 (5.13%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the CORE Small Cap Equity Fund - State
Street Bank and Trust Company - FBO Goldman Sachs Growth and Income Strategy,
P.O. Box 1713, Boston, MA 02105-1713 (12.90%); State Street Bank and Trust
Company - Goldman Sachs Growth Strategy, P.O. Box 1713, Boston, MA 02105-1713
(11.12%); Resources Trust Company - FBO Various Customers, 8051 E. Maplewood
Ave, Englewood, CO 80111-4757 (7.99%); State Street Bank and Trust Company -
Goldman Sachs Aggressive Growth Strategy, P.O. Box 1713, Boston, MA 02105-1713
(5.53%); and Huntington Hospital Pension Fund, Attention: J Ronald Gaudreault,
270 Park Avenue, Huntington, NY 11743-2799 (5.00%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the CORE International Equity Fund -
State Street Bank and Trust Company - FBO Goldman Sachs Growth and Income
Strategy, P.O. Box 1713, Boston, MA 02105-1713 (24.58%); State Street Bank and
Trust Company - Goldman Sachs Growth Strategy Omnibus A/C, P.O. Box 1713,
Boston, MA 02105-1713 (21.96%); Resources Trust Company - FBO Various Customers,
8051 E. Maplewood Ave, Englewood, CO 80111-4757 (14.98%); State Street Bank and
Trust Company - Goldman Sachs Aggressive Growth Strategy Omnibus A/C, P.O. Box
1713, Boston, MA 02105-1713 (9.20%); and State Street Bank and Trust Company -
FBO Goldman Sachs Income Strategy, P.O. Box 1713, Boston, MA 02105-1713 (5.59%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Capital Growth Fund - Edward Jones
& Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland Heights,
MO 63043-3009 (17.26%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Mid Cap Value Fund - State Street
Bank and Trust Company - GS Profit Sharing Master Trust, Attention: Louis
Pereira, P.O. Box 1992, Boston, MA 02105-1992 (61.28%); and Edward Jones & Co.,
Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland Heights, MO
63043-3009 (7.41%).
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As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the International Equity Fund - Edward
Jones & Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland
Heights, MO 63043-3009 (21.21%); and Merrill Lynch Pierce Fenner & Smith - For
the Sole Benefit of It's Customers, Attention: Service Team SEQ #97PSO, 4800
Deer Lake Drive East 3rd Floor, Jackson, FL 32246-6484.
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Small Cap Value Fund - Edward
Jones & Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland
Heights, MO 63043-3009 (29.14%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the European Equity Fund - Goldman
Sachs & Co. - FBO Acct #010100683, C/O Mutual Fund Ops, 85 Broad Street, New
York, NY 10004-2434; and Goldman Sachs Seed Account, Attention: Darin Pritchett,
4900 Sears Tower, Chicago, IL 50505-6391.
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Japanese Equity Fund - The Goldman
Sachs Group LP - Seed Account, Attention: Karen Yost, 85 Broad Street, 10th
Floor, New York, NY 10004-2434 (39.95%); Abdulla Omran, NAJD 16 Roedean Way,
England (15.62%); and Ola Omran, NAJD 16 Roedean Way, England.
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the International Small Cap Fund -
State Street Bank and Trust Company - FBO Goldman Sachs Growth & Income, P.O.
Box 1713, Boston, MA 02105-1713 (11.60%); Goldman Sachs & Co. - FBO Account
#029049525, C/O Mutual Funds Ops, 85 Broad Street, New York, NY 10004-2456
(10.14%); State Street Bank and Trust Company - FBO Goldman Sachs Growth
Strategy, P.O. Box 1713, Boston, MA 02105-1713 (9.92%); Resources Trust Company
- - FBOVarious Customers, 8051 E. Maplewood Avenue, Englewood, CO 80111-4757
(7.00%); Goldman Sachs & Co. - FBO Account 003001435, 85 Broad Street, New York,
NY 10004-2456 (7.06%); State Street Bank and Trust Company - FBO Goldman Sachs
Aggressive Growth Strategy, P.O. Box 1713, Boston, MA 02105-1713 (5.90%); and
Goldman Sachs & Co. - FBO Account #002045250, 85 Broad Street, New York, NY
10004-2456 (5.22%).
As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Emerging Markets Equity Fund -
University of Texas Board of Regents, Attention: Security Operations, P.O. Box
2033, Austin, TX 78768-2033 (12.69%); Pennsylvania Public School - Employees
Retirement System, Attention: Brian Carl, P.O. Box 125, Harrisburg, PA
17108-0125 (11.98%); State Street Bank and Trust Company - FBO Goldman Sachs
Growth and Income Strategy, P.O. Box 1713, Boston, MA 02105-1713 (11.69%); State
Street Bank and Trust Company - FBO Goldman Sachs Growth Strategy, P.O. Box
1713, Boston, MA 02105 (10.00%); and Resources Trust Company - FBO Various
Customers, 8051 E. Maplewood Avenue, Englewood, CO 80111-4757 (6.67%).
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As of May 5, 1999 the following entities owned of record or beneficially
more than 5% of the outstanding shares of the Asia Growth Fund - Edward Jones &
Co., Attention: Mutual Fund Shareholder, 201 Progress Pkwy, Maryland Heights, MO
63043-3009 (22.44%); State Street Bank and Trust Company - FBO Goldman Sachs
Employee Pension Plan, Attention: Jennifer Consigli, 200 Newport Avenue, North
Quincy, MA 02170-1742 (8.38%); and Collins Emerging Markets LLC, Attention Fund
Administration, 840 Newport Center Drive, Newport Beach, CA 92660-6310 (5.74%).
The Act requires that where more than one class or series of shares
exists, each class or series must be preferred over all other classes or series
in respect of assets specifically allocated to such class or series. In
addition, Rule 18f-2 under the Act provides that any matter required to be
submitted by the provisions of the Act or applicable state law, or otherwise, to
the holders of the outstanding voting securities of an investment company such
as the Trust shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each class or
series affected by such matter. Rule 18f-2 further provides that a class or
series shall be deemed to be affected by a matter unless the interests of each
class or series in the matter are substantially identical or the matter does not
affect any interest of such class or series. However, Rule 18f-2 exempts the
selection of independent public accountants, the approval of principal
distribution contracts and the election of trustees from the separate voting
requirements of Rule 18f-2.
The Trust is not required to hold annual meetings of shareholders and does
not intend to hold such meetings. In the event that a meeting of shareholders is
held, each share of the Trust will be entitled, as determined by the Trustees,
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 elections of Trustees (this method of voting being referred to as
"dollar based voting"). However, to the extent required by the Act or otherwise
determined by the Trustees, series and classes of the Trust will vote separately
from each other. Shareholders of the Trust do not have cumulative voting rights
in the election of Trustees. Meetings of shareholders of the Trust, or any
series or class thereof, may be called by the Trustees, certain officers or upon
the written request of holders of 10% or more of the shares entitled to vote at
such meetings. The Trustees will call a special meeting of shareholders for the
purpose of electing Trustees, if, at any time, less than a majority of Trustees
holding office at the time were elected by shareholders. The shareholders of the
Trust will have voting rights only with respect to the limited number of matters
specified in the Declaration of Trust and such other matters as the Trustees may
determine or may be required by law.
The Declaration of Trust provides for indemnification of Trustees,
officers, employees and agents of the Trust unless the recipient is adjudicated
(i) to be liable by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such 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 Trust. The Declaration of
Trust provides that, if any shareholder or former shareholder of any series is
held personally liable solely by reason of being or having been a shareholder
and not because of the shareholder's acts or omissions or for some other reason,
the shareholder or former shareholder (or heirs, executors, administrators,
legal representatives or general successors) shall be held harmless from and
indemnified against all loss and expense arising from such
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liability. The Trust, acting on behalf of any affected series, must, upon
request by such shareholder, assume the defense of any claim made against such
shareholder for any act or obligation of the series and satisfy any judgment
thereon from the assets of the series.
The Declaration of Trust permits the termination of the Trust or of any
series or class of the Trust (i) by a majority of the affected shareholders at a
meeting of shareholders of the Trust, series or class; or (ii) by a majority of
the Trustees without shareholder approval if the Trustees determine that such
action is in the best interest of the Trust, series or its respective
shareholders. The factors and events that the Trustees may take into account in
making such determination include (i) the inability of the 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 Declaration of Trust authorizes the Trustees without shareholder
approval to cause the Trust, or any series thereof, to merge or consolidate with
any corporation, association, trust or their organization or sell or exchange
all or substantially all of the property belonging to the Trust or any series
thereof. In addition, the Trustees, without shareholder approval, may adopt a
master-feeder structure by investing all or a portion of the assets of a series
of the Trust in the securities of another open-end investment company.
The Declaration of Trust permits the Trustees to amend the Declaration of
Trust without a shareholder vote. However, shareholders of the Trust have the
right to vote on any amendment (i) that would adversely affect the voting rights
of shareholder; (ii) that is required by law to be approved by shareholders;
(iii) that would amend the provisions of the Declaration of Trust regarding
amendments and supplements thereto; or (iv) that the Trustees determine to
submit to shareholders.
The Trustees may appoint separate Trustees with respect to one or more
series or classes of the 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 Trust. The Series Trustees have, to the exclusion of any other
Trustees of the Delaware Trust, all the powers and authorities of Trustees under
the Declaration of Trust with respect to any other series or class.
Shareholder and Trustee Liability
Under Delaware Law, the shareholders of the Funds are not generally
subject to liability for the debts or obligations of the Trust. Similarly,
Delaware law provides that a series of the Trust will not be liable for the
debts or obligations of any other series of the Trust. However, no similar
statutory or other authority limiting business trust shareholder liability
exists in other states. As a result, to the extent that a Delaware business
trust or a shareholder is subject to the jurisdiction of courts of such other
states, the courts may not apply Delaware law and may thereby subject the
Delaware business trust shareholders to liability. To guard against this risk,
the Declaration of Trust contains an express disclaimer of shareholder liability
for acts or obligations of a Fund. Notice of such disclaimer will normally be
given
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in each agreement, obligation or instrument entered into or executed by a series
or the Trustees. The Declaration of Trust provides for indemnification by the
relevant Fund for all loss suffered by a shareholder as a result of an
obligation of the series. The Declaration of Trust also provides that a series
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the series and satisfy any judgment
thereon. In view of the above, the risk of personal liability of shareholders of
a Delaware business trust is remote.
In addition to the requirements under Delaware law, the Declaration of
Trust provides that shareholders of a series may bring a derivative action on
behalf of the series only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the series, or 10% of the outstanding shares of
the class to which such action relates, shall join in the request for the
Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and to
investigate the basis of and to employ other advisers in considering the merits
of the request and shall require an undertaking by the shareholders making such
request to reimburse the series for the expense of any such advisers in the
event that the Trustees determine not to bring such action.
The Declaration of Trust further provides that the Trustees will not be
liable for error of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against liability to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office.
TAXATION
The following is a summary of the principal U.S. federal income, and
certain state and local, tax considerations regarding the purchase, ownership
and disposition of shares in each Fund of the Trust. This summary does not
address special tax rules applicable to certain classes of investors, such as
tax-exempt entities, insurance companies and financial institutions. Each
prospective shareholder is urged to consult his own tax adviser with respect to
the specific federal, state, local and foreign tax consequences of investing in
each Fund. The summary is based on the laws in effect on the date of this
Additional Statement, which are subject to change.
General
Each Fund is a separate taxable entity. The Strategic Growth and Growth
Opportunities Funds each intend to elect and each other Fund has elected to be
treated and intends to qualify for each taxable year as a regulated investment
company under Subchapter M of the Code.
Qualification as a regulated investment company under the Code requires,
among other things, that (a) a Fund derive at least 90% of its gross income for
its taxable year from dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of stocks or securities or
foreign currencies, or other income (including but not limited to gains from
options, futures, and forward contracts) derived with respect to its business of
investing in such stock, securities
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or currencies (the "90% gross income test"); and (b) such Fund diversify its
holdings so that, at the close of each quarter of its taxable year, (i) at least
50% of the market value of such Fund's total (gross) assets is comprised of
cash, cash items, U.S. Government securities, securities of other regulated
investment companies and other securities limited in respect of any one issuer
to an amount not greater in value than 5% of the value of such Fund's total
assets and to not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its total (gross) assets is
invested in the securities of any one issuer (other than U.S. Government
securities and securities of other regulated investment companies) or two or
more issuers controlled by the Fund and engaged in the same, similar or related
trades or businesses. For purposes of the 90% gross income test, income that a
Fund earns from equity interests in certain entities that are not treated as
corporations (e.g., partnerships or trusts) for U.S. tax purposes will generally
have the same character for such Fund as in the hands of such an entity;
consequently, a Fund may be required to limit its equity investments in such
entities that earn fee income, rental income, or other nonqualifying income. In
addition, future Treasury regulations could provide that qualifying income under
the 90% gross income test will not include gains from foreign currency
transactions that are not directly related to a Fund's principal business of
investing in stock or securities or options and futures with respect to stock or
securities. Using foreign currency positions or entering into foreign currency
options, futures and forward or swap contracts for purposes other than hedging
currency risk with respect to securities in a Fund's portfolio or anticipated to
be acquired may not qualify as "directly-related" under these tests.
If a Fund complies with such provisions, then in any taxable year in which
such Fund distributes, in compliance with the Code's timing and other
requirements, at least 90% of its "investment company taxable income" (which
includes dividends, taxable interest, taxable accrued original issue discount
and market discount income, income from securities lending, any net short-term
capital gain in excess of net long-term capital loss, certain net realized
foreign exchange gains and any other taxable income other than "net capital
gain," as defined below, and is reduced by deductible expenses), and at least
90% of the excess of its gross tax-exempt interest income (if any) over certain
disallowed deductions, such Fund (but not its shareholders) will be relieved of
federal income tax on any income of the Fund, including long-term capital gains,
distributed to shareholders. However, if a Fund retains any investment company
taxable income or "net capital gain" (the excess of net long-term capital gain
over net short-term capital loss), it will be subject to a tax at regular
corporate rates on the amount retained. If the Fund retains any net capital
gain, the Fund may designate the retained amount as undistributed capital gains
in a notice to its shareholders who, if subject to U.S. federal income tax on
long-term capital gains, (i) will be required to include in income for federal
income tax purposes, as long-term capital gain, their shares of such
undistributed amount, and (ii) will be entitled to credit their proportionate
shares of the tax paid by the Fund against their U.S. federal income tax
liabilities, if any, and to claim refunds to the extent the credit exceeds such
liabilities. For U.S. federal income tax purposes, the tax basis of shares owned
by a shareholder of the Fund will be increased by an amount equal under current
law to 65% of the amount of undistributed net capital gain included in the
shareholder's gross income. Each Fund intends to distribute for each taxable
year to its shareholders all or substantially all of its investment company
taxable income, net capital gain and any net tax-exempt interest. Exchange
control or other foreign laws, regulations or practices may restrict
repatriation of investment income, capital or the proceeds of securities sales
by foreign investors such as the CORE
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International Equity, International Equity, European Equity, Japanese Equity,
International Small Cap, Emerging Markets Equity or Asia Growth Funds and may
therefore make it more difficult for such a Fund to satisfy the distribution
requirements described above, as well as the excise tax distribution
requirements described below. However, each Fund generally expects to be able to
obtain sufficient cash to satisfy such requirements from new investors, the sale
of securities or other sources. If for any taxable year a Fund does not qualify
as a regulated investment company, it will be taxed on all of its investment
company taxable income and net capital gain at corporate rates, and its
distributions to shareholders will be taxable as ordinary dividends to the
extent of its current and accumulated earnings and profits.
In order to avoid a 4% federal excise tax, each Fund must distribute (or
be deemed to have distributed) by December 31 of each calendar year at least 98%
of its taxable ordinary income for such year, at least 98% of the excess of its
capital gains over its capital losses (generally computed on the basis of the
one-year period ending on October 31 of such year), and all taxable ordinary
income and the excess of capital gains over capital losses for the previous year
that were not distributed for such year and on which the Fund paid no federal
income tax. For federal income tax purposes, dividends declared by a Fund in
October, November or December to shareholders of record on a specified date in
such a month and paid during January of the following year are taxable to such
shareholders as if received on December 31 of the year declared. The Funds
anticipate that they will generally make timely distributions of income and
capital gains in compliance with these requirements so that they will generally
not be required to pay the excise tax. For federal income tax purposes, each
Fund is permitted to carry forward a net capital loss in any year to offset its
own capital gains, if any, during the eight years following the year of the
loss. At January 31, 1999 the following Funds had capital loss carry forwards
approximating the amount indicated for federal tax purposes, expiring in the
year indicated: Balanced Fund, $2,357,000 (expires 2006); Growth and Income
Fund, $45,955,000 (expires 2006); CORE Large Cap Growth Fund, $18,495,000
(expires 2006); CORE Small Cap Equity, $19,364,000 (expires 2006); CORE
International Equity Fund, $14,803,548 (expires 2006); Mid Cap Value Fund,
$25,324,000 (expires 2006); Small Cap Value Fund, $9,630,000 (expires 2007);
Japanese Equity Fund, $103,000 (expires 2006); International Small Cap Fund,
$15,000 (expires 2006); Emerging Markets Equity, $33,647,000 (expires 2006); and
Asia Growth, $93,204,000 (expires 2006). These amounts are available to be
carried forward to offset future capital gains to the extent permitted by the
Code and applicable tax regulations.
Gains and losses on the sale, lapse, or other termination of options and
futures contracts, options thereon and certain forward contracts (except certain
foreign currency options, forward contracts and futures contracts) will
generally be treated as capital gains and losses. Certain of the futures
contracts, forward contracts and options held by a Fund will be required to be
"marked-to-market" for federal income tax purposes, that is, treated as having
been sold at their fair market value on the last day of the Fund's taxable year.
These provisions may require a Fund to recognize income or gains without a
concurrent receipt of cash. Any gain or loss recognized on actual or deemed
sales of these futures contracts, forward contracts, or options will (except for
certain foreign currency options, forward contracts, and futures contracts) be
treated as 60% long-term capital gain or loss and 40% short-term capital gain or
loss. As a result of certain hedging transactions entered into by
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a Fund, the Fund may be required to defer the recognition of losses on futures
contracts, forward contracts, and options or underlying securities or foreign
currencies to the extent of any unrecognized gains on related positions held by
such Fund and the characterization of gains or losses as long-term or short-term
may be changed. The tax provisions described above applicable to options,
futures and forward contracts may affect the amount, timing and character of a
Fund's distributions to shareholders. Application of certain requirements for
qualification as a regulated investment company and/or these tax rules to
certain investment practices, such as dollar rolls, or certain derivatives such
as interest rate swaps, floors, caps and collars and currency, mortgage or index
swaps may be unclear in some respects, and a Fund may therefore be required to
limit its participation in such transactions. Certain tax elections may be
available to a Fund to mitigate some of the unfavorable consequences described
in this paragraph.
Section 988 of the Code contains special tax rules applicable to certain
foreign currency transactions and instruments that may affect the amount, timing
and character of income, gain or loss recognized by a Fund. Under these rules,
foreign exchange gain or loss realized with respect to foreign currencies and
certain futures and options thereon, foreign currency-denominated debt
instruments, foreign currency forward contracts, and foreign
currency-denominated payables and receivables will generally be treated as
ordinary income or loss, although in some cases elections may be available that
would alter this treatment. If a net foreign exchange loss treated as ordinary
loss under Section 988 of the Code were to exceed a Fund's investment company
taxable income (computed without regard to such loss) for a taxable year, the
resulting loss would not be deductible by the Fund or its shareholders in future
years. Net loss, if any, from certain foregoing currency transactions or
instruments could exceed net investment income otherwise calculated for
accounting purposes with the result being either no dividends being paid or a
portion of a Fund's dividends being treated as a return of capital for tax
purposes, nontaxable to the extent of a shareholder's tax basis in his shares
and, once such basis is exhausted, generally giving rise to capital gains.
A Fund's investment in zero coupon securities, deferred interest
securities, certain structured securities or other securities bearing original
issue discount or, if a Fund elects to include market discount in income
currently, market discount, as well as any "mark to market" gain from certain
options, futures or forward contracts, as described above, will generally cause
it to realize income or gain prior to the receipt of cash payments with respect
to these securities or contracts. In order to obtain cash to enable it to
distribute this income or gain, maintain its qualification as a regulated
investment company and avoid federal income or excise taxes, the Fund may be
required to liquidate portfolio securities that it might otherwise have
continued to hold.
Each Fund (other than CORE Large Cap Value, CORE U.S. Equity, CORE Large
Cap Growth and CORE Small Cap Equity Funds) anticipates that it will be subject
to foreign taxes on its income (possibly including, in some cases, capital
gains) from foreign securities. Tax conventions between certain countries and
the U.S. may reduce or eliminate such taxes in some cases. If, as may occur for
CORE International Equity, International Equity, European Equity, Japanese
Equity, International Small Cap, Emerging Markets Equity and Asia Growth Funds,
more than 50% of a Fund's total assets at the close of any taxable year consists
of stock or securities of foreign corporations, the Fund may file
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an election with the Internal Revenue Service pursuant to which shareholders of
the Fund would be required to (i) include in ordinary gross income (in addition
to taxable dividends actually received) their pro rata shares of foreign income
taxes paid by the Fund that are treated as income taxes under U.S. tax
regulations (which excludes, for example, stamp taxes, securities transaction
taxes, and similar taxes) even though not actually received by such
shareholders, and (ii) treat such respective pro rata portions as foreign income
taxes paid by them.
If the CORE International Equity, International Equity, European Equity,
Japanese Equity, International Small Cap, Emerging Markets Equity and Asia
Growth Funds make this election, its respective shareholders may then deduct
such pro rata portions of qualified foreign taxes in computing their taxable
incomes, or, alternatively, use them as foreign tax credits, subject to
applicable limitations, against their U.S. federal income taxes. Shareholders
who do not itemize deductions for federal income tax purposes will not, however,
be able to deduct their pro rata portion of foreign taxes paid by a Fund,
although such shareholders will be required to include their shares of such
taxes in gross income if the election is made.
If a shareholder chooses to take credit for the foreign taxes deemed paid
by such shareholder as a result of any such election by CORE International
Equity, International Equity, European Equity, Japanese Equity, International
Small Cap, Emerging Markets Equity or Asia Growth Funds, the amount of the
credit that may be claimed in any year may not exceed the same proportion of the
U.S. tax against which such credit is taken which the shareholder's taxable
income from foreign sources (but not in excess of the shareholder's entire
taxable income) bears to his entire taxable income. For this purpose,
distributions from long-term and short-term capital gains or foreign currency
gains by a Fund will generally not be treated as income from foreign sources.
This foreign tax credit limitation may also be applied separately to certain
specific categories of foreign-source income and the related foreign taxes. As a
result of these rules, which have different effects depending upon each
shareholder's particular tax situation, certain shareholders of CORE
International Equity, International Equity, European Equity, Japanese Equity,
International Small Cap, Emerging Markets Equity and Asia Growth Funds may not
be able to claim a credit for the full amount of their proportionate share of
the foreign taxes paid by such Fund even if the election is made by such a Fund.
Shareholders who are not liable for U.S. federal income taxes, including
tax-exempt shareholders, will ordinarily not benefit from this election. Each
year, if any, that the CORE International Equity, International Equity, European
Equity, Japanese Equity, International Small Cap, Emerging Markets Equity or
Asia Growth Fund files the election described above, its shareholders will be
notified of the amount of (i) each shareholder's pro rata share of qualified
foreign taxes paid by a Fund and (ii) the portion of Fund dividends which
represents income from each foreign country. The other Funds will not be
entitled to elect to pass foreign taxes and associated credits or deductions
through to their shareholders because they will not satisfy the 50% requirement
described above. If a Fund cannot or does not make this election, it may deduct
such taxes in computing the amount it is required to distribute.
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If a Fund acquires stock (including, under proposed regulations, an option
to acquire stock such as is inherent in a convertible bond) in certain foreign
corporations that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, rents, royalties or capital gain) or hold
at least 50% of their assets in investments producing such passive income
("passive foreign investment companies"), the Fund could be subject to federal
income tax and additional interest charges on "excess distributions" received
from such companies or gain from the sale of stock in such companies, even if
all income or gain actually received by the Fund is timely distributed to its
shareholders. The Fund would not be able to pass through to its shareholders any
credit or deduction for such a tax. In some cases, elections may be available
that would ameliorate these adverse tax consequences, but such elections would
require the Fund to include each year certain amounts as income or gain (subject
to the distribution requirements described above) without a concurrent receipt
of cash. Each Fund may limit and/or manage its holdings in passive foreign
investment companies to minimize its tax liability or maximize its return from
these investments.
Investments in lower-rated securities may present special tax issues for a
Fund to the extent actual or anticipated defaults may be more likely with
respect to such securities. Tax rules are not entirely clear about issues such
as when a Fund may cease to accrue interest, original issue discount, or market
discount; when and to what extent deductions may be taken for bad debts or
worthless securities; how payments received on obligations in default should be
allocated between principal and income; and whether exchanges of debt
obligations in a workout context are taxable. These and other issues will be
addressed by a Fund, in the event it invests in such securities, in order to
seek to eliminate or minimize any adverse tax consequences.
Taxable U.S. Shareholders - Distributions
For U.S. federal income tax purposes, distributions by a Fund, whether
reinvested in additional shares or paid in cash, generally will be taxable to
shareholders who are subject to tax. Shareholders receiving a distribution in
the form of newly issued shares will be treated for U.S. federal income tax
purposes as receiving a distribution in an amount equal to the amount of cash
they would have received had they elected to receive cash and will have a cost
basis in each share received equal to such amount divided by the number of
shares received.
Distributions from investment company taxable income for the year will be
taxable as ordinary income. Distributions designated as derived from a Fund's
dividend income, if any, that would be eligible for the dividends received
deduction if such Fund were not a regulated investment company may be eligible,
for the dividends received deduction for corporate shareholders. The
dividends-received deduction, if available, is reduced to the extent the shares
with respect to which the dividends are received are treated as debt-financed
under federal income tax law and is eliminated if the shares are deemed to have
been held for less than a minimum period, generally 46 days. Because eligible
dividends are limited to those a Fund receives from U.S. domestic corporations,
it is unlikely that a substantial portion of the distributions made by CORE
International Equity, International Equity, European Equity, Japanese Equity,
International Small Cap, Asia Growth and Emerging Markets Equity Funds will
qualify for the dividends-received deduction. The entire dividend, including the
B-114
<PAGE>
deducted amount, is considered in determining the excess, if any, of a corporate
shareholder's adjusted current earnings over its alternative minimum taxable
income, which may increase its liability for the federal alternative minimum
tax, and the dividend may, if it is treated as an "extraordinary dividend" under
the Code, reduce such shareholder's tax basis in its shares of a Fund. Capital
gain dividends (i.e., dividends from net capital gain) if designated as such in
a written notice to shareholders mailed not later than 60 days after a Fund's
taxable year closes, will be taxed to shareholders as long-term capital gain
regardless of how long shares have been held by shareholders, but are not
eligible for the dividends received deduction for corporations. Such long-term
capital gain will be taxed at a maximum rate of 20%. Distributions, if any, that
are in excess of a Fund's current and accumulated earnings and profits will
first reduce a shareholder's tax basis in his shares and, after such basis is
reduced to zero, will generally constitute capital gains to a shareholder who
holds his shares as capital assets.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
Taxable U.S. Shareholders - Sale of Shares
When a shareholder's shares are sold, redeemed or otherwise disposed of in
a transaction that is treated as a sale for tax purposes, the shareholder will
generally recognize gain or loss equal to the difference between the
shareholder's adjusted tax basis in the shares and the cash, or fair market
value of any property, received. If the shareholder holds the shares as a
capital asset at the time of sale, the character of the gain or loss should be
capital, and treated as long-term if the shareholder's holding period is more
than one year, and short-term otherwise. In general, the maximum long-term
capital gain rate will be 20% for capital gains on assets held more than one
year. Shareholders should consult their own tax advisers with reference to their
particular circumstances to determine whether a redemption (including an
exchange) or other disposition of Fund shares is properly treated as a sale for
tax purposes, as is assumed in this discussion. If a shareholder receives a
capital gain dividend with respect to shares and such shares have a tax holding
period of six months or less at the time of a sale or redemption of such shares,
then any loss the shareholder realizes on the sale or redemption will be treated
as a long-term capital loss to the extent of such capital gain dividend. All or
a portion of any sales load paid upon the purchase of shares of a Fund will not
be taken into account in determining gain or loss on the redemption or exchange
of such shares within 90 days after their purchase to the extent the redemption
proceeds are reinvested, or the exchange is effected, without payment of an
additional sales load pursuant to the reinvestment or exchange privilege. The
load not taken into account will be added to the tax basis of the newly-acquired
shares. Additionally, any loss realized on a sale or redemption of shares of a
Fund may be disallowed under "wash sale" rules to the extent the shares disposed
of are replaced with other shares of the same Fund within a period of 61 days
beginning 30 days before and ending 30 days after the shares are disposed of,
such as pursuant to a dividend reinvestment in shares of such Fund. If
disallowed, the loss will be reflected in an adjustment to the basis of the
shares acquired.
B-115
<PAGE>
Each Fund may be required to withhold, as "backup withholding," federal
income tax at a rate of 31% from dividends (including capital gain dividends)
and share redemption and exchange proceeds to individuals and other non-exempt
shareholders who fail to furnish such Fund with a correct taxpayer
identification number ("TIN") certified under penalties of perjury, or if the
Internal Revenue Service or a broker notifies the Fund that the payee is subject
to backup withholding as a result of failing to properly report interest or
dividend income to the Internal Revenue Service or that the TIN furnished by the
payee to the Fund is incorrect, or if (when required to do so) the payee fails
to certify under penalties of perjury that it is not subject to backup
withholding. A Fund may refuse to accept an application that does not contain
any required TIN or certification that the TIN provided is correct. If the
backup withholding provisions are applicable, any such dividends and proceeds,
whether paid in cash or reinvested in additional shares, will be reduced by the
amounts required to be withheld. Any amounts withheld may be credited against a
shareholder's U.S. federal income tax liability. If you do not have a TIN, you
should apply for one immediately by contacting your local office of the Social
Security Administration or the Internal Revenue Service (IRS). Backup
withholding could apply to payments relating to your account while you are
waiting receipt of a TIN. Special rules apply for certain entities. For example,
for an account established under a Uniform Gifts or Transfer to Minors Act, the
TIN of the minor should be furnished.
Non-U.S. Shareholders
The discussion above relates solely to U.S. federal income tax law as it
applies to "U.S. persons" subject to tax under such law. Shareholders who, as to
the United States, are not "U.S. persons," (i.e., are nonresident aliens,
foreign corporations, fiduciaries of foreign trusts or estates, foreign
partnerships or other non-U.S. investors) generally will be subject to U.S.
federal withholding tax at the rate of 30% on distributions treated as ordinary
income unless the tax is reduced or eliminated pursuant to a tax treaty or the
dividends are effectively connected with a U.S. trade or business of the
shareholder. In the latter case the dividends will be subject to tax on a net
income basis at the graduated rates applicable to U.S. individuals or domestic
corporations. Distributions of net capital gain, including amounts retained by a
Fund which are designated as undistributed capital gains, to a non-U.S.
shareholder will not be subject to U.S. federal income or withholding tax unless
the distributions are effectively connected with the shareholder's trade or
business in the United States or, in the case of a shareholder who is a
nonresident alien individual, the shareholder is present in the United States
for 183 days or more during the taxable year and certain other conditions are
met. Non-U.S. shareholders may also be subject to U.S. federal withholding tax
on deemed income resulting from any election by CORE International Equity,
International Equity, European Equity, Japanese Equity, International Small Cap,
Emerging Markets Equity or Asia Growth Funds to treat qualified foreign taxes it
pays as passed through to shareholders (as described above), but they may not be
able to claim a U.S. tax credit or deduction with respect to such taxes.
Any capital gain realized by a non-U.S. shareholder upon a sale or
redemption of shares of a Fund will not be subject to U.S. federal income or
withholding tax unless the gain is effectively connected with the shareholder's
trade or business in the U.S., or in the case of a shareholder who is a
B-116
<PAGE>
nonresident alien individual, the shareholder is present in the U.S. for 183
days or more during the taxable year and certain other conditions are met.
Non-U.S. persons who fail to furnish a Fund with an IRS Form W-8 or an
acceptable substitute may be subject to backup withholding at the rate of 31% on
capital gain dividends and the proceeds of redemptions and exchanges. Each
shareholder who is not a U.S. person should consult his or her tax adviser
regarding the U.S. and non-U.S. tax consequences of ownership of shares of and
receipt of distributions from the Funds.
State and Local
Each Fund may be subject to state or local taxes in jurisdictions in which
such Fund may be deemed to be doing business. In addition, in those states or
localities which have income tax laws, the treatment of such Fund and its
shareholders under such laws may differ from their treatment under federal
income tax laws, and investment in such Fund may have tax consequences for
shareholders different from those of a direct investment in such Fund's
portfolio securities. Shareholders should consult their own tax advisers
concerning these matters.
FINANCIAL STATEMENTS
The audited financial statements and related reports of Arthur Andersen
LLP, independent public accountants, contained in each Fund's 1999 Annual Report
are hereby incorporated by reference. A copy of the annual reports may be
obtained without charge by writing Goldman, Sachs & Co., 4900 Sears Tower,
Chicago, Illinois 60606 or by calling Goldman, Sachs & Co., at the telephone
number on the back cover of each Fund's prospectus. No other part of the Annual
Reports are incorporated herein by reference.
OTHER INFORMATION
Each Fund will redeem shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of the Fund during any 90-day period for any one
shareholder. Each Fund, however, reserves the right to pay redemptions exceeding
$250,000 or 1% of the net asset value of the Fund at the time of redemption by a
distribution in kind of securities (instead of cash) from such Fund. The
securities distributed in kind would be readily marketable and would be valued
for this purpose using the same method employed in calculating the Fund's net
asset value per share. See "Net Asset Value." If a shareholder receives
redemption proceeds in kind, the shareholder should expect to incur transaction
costs upon the disposition of the securities received in the redemption.
The right of a shareholder to redeem shares and the date of payment by
each Fund may be suspended for more than seven days for any period during which
the New York Stock Exchange is closed, other than the customary weekends or
holidays, or when trading on such Exchange is restricted as determined by the
SEC; or during any emergency, as determined by the SEC, as a result of which it
is not reasonably practicable for such Fund to dispose of securities owned by it
or fairly to determine
B-117
<PAGE>
the value of its net assets; or for such other period as the SEC may by order
permit for the protection of shareholders of such Fund.
As stated in the Prospectuses, the Trust may authorize Service
Organizations and other institutions that provide recordkeeping, reporting and
processing services to their customers to accept on the Trust's behalf purchase,
redemption and exchange orders placed by or on behalf of their customers and, if
approved by the Trust, to designate other intermediaries to accept such orders.
These institutions may receive payments from the Trust or Goldman Sachs for
their services. Certain Service Organizations or institutions may enter into
sub-transfer agency agreements with the Trust or Goldman Sachs with respect to
their services.
The Investment Adviser, Distributor and/or their affiliates may pay, out
of their own assets, compensation to Authorized Dealers, Service Organization
and other financial intermediaries ("Intermediaries") for the sale and
distribution of Shares of the Funds and/or for the servicing of those shares.
These payments ("Additional Payments") would be in addition to the payments by
the Funds described in the Funds' Prospectus and this Additional Statement for
distribution and shareholder servicing and processing, and would also be in
addition to the sales commissions payable to Intermediaries as set forth in the
Prospectus. These Additional Payments may take the form of "due diligence"
payments for an Intermediary's examination of the Funds and payments for
providing extra employee training and information relating to the Funds;
"listing" fees for the placement of the Funds on an Intermediary's list of
mutual funds available for purchase by its customers; "finders" or "referral"
fees for directing investors to the Funds; "marketing support" fees for
providing assistance in promoting the sale of the Funds' shares; and payments
for the sale of shares and/or the maintenance of share balances. In addition,
the Investment Adviser, Distributor and/or their affiliates may make Additional
Payments for subaccounting, administrative and/or shareholder processing
services that are in addition to the shareholder servicing and processing fees
paid by the Funds. The Additional Payments made by the Investment Adviser,
Distributor and their affiliates may be a fixed dollar amount, may be based on
the number of customer accounts maintained by an Intermediary, or may be based
on a percentage of the value of shares sold to, or held by, customers of the
Intermediary involved, and may be different for different Intermediaries.
Furthermore, the Investment Adviser, Distributor and/or their affiliates may, to
the extent permitted by applicable regulations, contribute to various non-cash
and cash incentive arrangements to promote the sale of shares, as well as
sponsor various educational programs, sales contests and/or promotions. The
Investment Adviser, Distributor and their affiliates may also pay for the travel
expenses, meals, lodging and entertainment of Intermediaries and their
salespersons and guests in connection with educational, sales and promotional
programs subject to applicable NASD regulations.
In the interest of economy and convenience, the Trust does not issue
certificates representing the Funds' shares. Instead, the Transfer Agent
maintains a record of each shareholder's ownership. Each shareholder receives
confirmation of purchase and redemption orders from the Transfer Agent. Fund
shares and any dividends and distributions paid by the Funds are reflected in
account statements from the Transfer Agent.
B-118
<PAGE>
The Prospectuses and this Additional Statement do not contain all the
information included in the Registration Statement filed with the SEC under the
1933 Act with respect to the securities offered by the Prospectuses. Certain
portions of the Registration Statement have been omitted from the Prospectuses
and this Additional Statement pursuant to the rules and regulations of the SEC.
The Registration Statement including the exhibits filed therewith may be
examined at the office of the SEC in Washington, D.C.
Statements contained in the Prospectuses or in this Additional Statement
as to the contents of any contract or other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectuses and this Additional Statement form a part,
each such statement being qualified in all respects by such reference.
DISTRIBUTION AND SERVICE PLANS
(Class A Shares, Class B Shares and Class C Shares Only)
Distribution and Service Plans. As described in the Prospectus, the Trust
has adopted, on behalf of Class A, Class B and Class C Shares of each Fund,
distribution and service plans (each a "Plan") pursuant to Rule 12b-1 under the
Act. See "Shareholder Services" in the Prospectus.
The Plans for each Fund were most recently approved on April 27, 1999 by a
majority vote of the Trustees of the Trust, including a majority of the
non-interested Trustees of the Trust who have no direct or indirect financial
interest in the Plans, cast in person at a meeting called for the purpose of
approving the Plans.
The compensation for distribution services payable under a Plan may not
exceed 0.25%, 0.75% and 0.75%, per annum of a Fund's average daily net assets
attributable to Class A, Class B and Class C Shares respectively, of such Fund.
Under the Plans for Class A (CORE International Equity, International Equity,
European Equity, Japanese Equity, International Small Cap, Emerging Markets
Equity and Asia Growth only), Class B and Class C Shares, Goldman Sachs is also
entitled to received a separate fee for personal and account maintenance
services equal to an annual basis of 0.25% of each Fund's average daily net
assets attributable to Class A, Class B or Class C Shares. With respect to Class
A Shares, the Distributor at its discretion may use compensation for
distribution services paid under the Plan for personal and account maintenance
services and expenses so long as such total compensation under the Plan does not
exceed the maximum cap on "service fees" imposed by the NASD.
Each Plan is a compensation plan which provides for the payment of a
specified fee without regard to the expenses actually incurred by Goldman Sachs.
If such fee exceeds Goldman Sachs' expenses, Goldman Sachs may realize a profit
from these arrangements. The distribution fees received by Goldman Sachs under
the Plans and contingent deferred sales charge on Class A, Class B and Class C
Shares may be sold by Goldman Sachs as distributor to entities which provide
financing for payments to Authorized Dealers in respect of sales of Class A,
Class B and Class C Shares. To the
B-119
<PAGE>
extent such fees are not paid to such dealers, Goldman Sachs may retain such fee
as compensation for its services and expenses of distributing the Funds' Class
A, Class B and Class C Shares.
Under each Plan, Goldman Sachs, as distributor of each Fund's Class A,
Class B and Class C Shares, will provide to the Trustees of the Trust for their
review, and the Trustees of the Trust will review at least quarterly, a written
report of the services provided and amounts expended by Goldman Sachs under the
Plans and the purposes for which such services were performed and expenditures
were made.
The Plans will remain in effect until May 1, 2000 and from year to year
thereafter, provided that such continuance is approved annually by a majority
vote of the Trustees of the Trust, including a majority of the non-interested
Trustees of the Trust who have no direct or indirect financial interest in the
Plans. The Plans may not be amended to increase materially the amount of
distribution compensation without approval of a majority of the outstanding
Class A, Class B or Class C Shares of the affected Fund and share class. All
material amendments of a Plan must also be approved by the Trustees of the Trust
in the manner described above. A Plan may be terminated at any time as to any
Fund without payment of any penalty by a vote of a majority of the
non-interested Trustees of the Trust or by vote of a majority of the Class A,
Class B or Class C Shares, respectively, of the applicable Fund and share class.
If a Plan was terminated by the Trustees of the Trust and no successor plan was
adopted, the Fund would cease to make payments to Goldman Sachs under the Plan
and Goldman Sachs would be unable to recover the amount of any of its
unreimbursed expenditures. So long as a Plan is in effect, the selection and
nomination of non-interested Trustees of the Trust will be committed to the
discretion of the non-interested Trustees of the Trust. The Trustees of the
Trust have determined that in their judgment there is a reasonable likelihood
that the Plans will benefit the Funds and their Class A, Class B and Class C
Shareholders.
B-120
<PAGE>
The following chart shows the: 1) distribution and service fees paid to
Goldman Sachs for the fiscal period ended August 31, 1999 and the fiscal year
ended January 31, 1999, and 2) distribution fees paid to Goldman Sachs for the
fiscal years ended January 31, 1998 and January 31, 1997 by each applicable Fund
then in existence pursuant to the Class A Plan:
<TABLE>
<CAPTION>
Fiscal period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
------------- ----------- ---------- -----------
<S> <C> <C> <C>
Balanced Fund $ 466,990 $ 0 $ 0
Growth and Income Fund 4,004,764 723,634 139,025
CORE Large Cap Value Fund(1) 579 N/A N/A
CORE U.S. Equity Fund 1,963,368 720,025 363,264
CORE Large Cap Growth Fund(1) 270,829 0 N/A
CORE Small Cap Equity Fund(1) 81,416 1,380 N/A
CORE International Equity Fund(1) 208,905 2,751 N/A
Capital Growth Fund 3,953,381 0 0
Strategic Growth Fund(1) N/A N/A N/A
Growth Opportunities Fund(1) N/A N/A N/A
Mid Cap Value Fund(1) 449,380 67,478 N/A
International Equity Fund 4,032,788 1,416,253 900,274
Small Cap Value Fund 872,585 0 0
Large Cap Value Fund(2) N/A N/A N/A
European Equity Fund(1) 66,759 N/A N/A
Japanese Equity Fund(1) 19,466 N/A N/A
International Small Cap Fund(1) 62,146 N/A N/A
Emerging Markets Equity Fund(1) 226,631 3,381 N/A
Asia Growth Fund 349,621 431,390 526,448
</TABLE>
- ----------
1. The Class A Share class of CORE Large Cap Value, CORE Large Cap Growth, CORE
Small Cap Equity, CORE International Equity, Mid Cap Value, Strategic Growth,
Growth Opportunities, European Equity, Japanese Equity, International Small Cap
and Emerging Markets Equity Funds commenced operations on December 31, 1998, May
1, 1997, August 15, 1997, August 15, 1997, August 15, 1997, May 24, 1999, May
24, 1999, October 1, 1998, May 1, 1998, May 1, 1998 and December 15, 1997,
respectively.
2. During the periods shown, no shares of Large Cap Value Fund were offered.
B-121
<PAGE>
The following chart shows the: 1) distribution and service fees that would
have been paid to Goldman Sachs for the fiscal period ended August 31, 1999 and
the fiscal year ended January 31, 1999, and 2) distribution fees that would have
been paid to Goldman Sachs for the fiscal years ended January 31, 1998 and
January 31, 1997 by each applicable Fund then in existence pursuant to the Class
A Plan, without the voluntary limitations then in effect:
<TABLE>
<CAPTION>
Fiscal period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
------------- ----------- ---------- -----------
<S> <C> <C> <C>
Balanced Fund $ 823,738 $ 301,397 $ 153,392
Growth and Income Fund 5,307,490 2,324,970 1,252,257
CORE Large Cap Value Fund(1) 579 N/A N/A
CORE U.S. Equity Fund 1,963,368 771,451 432,457
CORE Large Cap Growth Fund(1) 405,481 61,924 N/A
CORE Small Cap Equity Fund(1) 102,281 6,898 N/A
CORE International Equity Fund(1) 208,905 2,751 N/A
Capital Growth Fund 6,150,756 2,678,370 2,171,462
Strategic Growth Fund(1) N/A N/A N/A
Growth Opportunities Fund(1) N/A N/A N/A
Mid Cap Value Fund(1) 449,380 67,478 N/A
International Equity Fund 4,090,492 1,632,745 1,071,755
Small Cap Value Fund 1,655,658 727,298 529,684
Large Cap Value Fund(2) N/A N/A N/A
European Equity Fund(1) 66,759 N/A N/A
Japanese Equity Fund(1) 19,466 N/A N/A
International Small Cap Fund(1) 62,146 N/A N/A
Emerging Markets Equity Fund(1) 226,631 3,381 N/A
Asia Growth Fund 368,632 513,560 626,724
</TABLE>
- ----------
1. The Class A Share class of CORE Large Cap Value, CORE Large Cap Growth, CORE
Small Cap Equity, CORE International Equity, Mid Cap Value, Strategic Growth,
Growth Opportunities, European Equity, Japanese Equity, International Small Cap
and Emerging Markets Equity Funds commenced operations on December 31, 1998, May
1, 1997, August 15, 1997, August 15, 1997, August 15, 1997, May 24, 1999, May
24, 1999, October 1, 1998, May 1, 1998, May 1, 1998 and December 15, 1997,
respectively.
2. During the periods shown, no shares of Large Cap Value Funds were offered.
B-122
<PAGE>
The following chart shows the: 1) distribution and service fees paid to
Goldman Sachs for the fiscal period ended August 31, 1999 and the fiscal year
ended January 31, 1999, and 2) distribution fees paid to Goldman Sachs for the
fiscal yearsended January 31, 1998 and January 31, 1997 by each applicable Fund
then in existence pursuant to the Class B Plan:
<TABLE>
<CAPTION>
Fiscal period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
------------- ----------- ---------- -----------
<S> <C> <C> <C>
Balanced Fund $ 372,044 $ 74,569 $ 3,861
Growth and Income Fund 3,924,188 1,117,813 28,075
CORE Large Cap Value Fund(1) 122 N/A N/A
CORE U.S. Equity Fund 995,389 265,025 36,508
CORE Large Cap Growth Fund(1) 449,058 34,332 N/A
CORE Small Cap Equity Fund(1) 140,016 20,064 N/A
CORE International Equity Fund(1) 54,688 5,700 N/A
Capital Growth Fund 1,193,755 127,395 7,632
Strategic Growth Fund(1) N/A N/A N/A
Growth Opportunities Fund(1) N/A N/A N/A
Mid Cap Value Fund(1) 417,334 47,585 N/A
International Equity Fund 653,844 314,578 44,148
Small Cap Value Fund 494,223 160,608 8,973
Large Cap Value Fund(2) N/A N/A N/A
European Equity Fund(1) 387 N/A N/A
Japanese Equity Fund(1) 5,736 N/A N/A
International Small Cap Fund(1) 1 ,566 N/A N/A
Emerging Markets Equity Fund(1) 3,075 38 N/A
Asia Growth Fund 43,192 28,550 10,229
</TABLE>
- ----------
1. The Class B Share class of CORE Large Cap Value, CORE Large Cap Growth, CORE
Small Cap Equity, CORE International Equity, Mid Cap Value, Strategic Growth,
Growth Opportunities, European Equity, Japanese Equity, International Small Cap
and Emerging Markets Equity Funds commenced operations on December 31, 1998, May
1, 1997, August 15, 1997, August 15, 1997, August 15, 1997, May 24, 1999, May
24, 1999, October 1, 1998, May 1, 1998, May 1, 1998 and December 15, 1997,
respectively.
2. During the periods shown, no shares of Large Cap Value Fund were offered.
B-123
<PAGE>
The following chart shows the: 1) distribution and service fees paid to
Goldman Sachs for the fiscal period ended August 31, 1999 and the fiscal year
ended January 31, 1999, and 2) distribution fees paid to Goldman Sachs for the
fiscal year ended January 31, 1998 by each applicable Fund then in existence
pursuant to the Class C Plan:
<TABLE>
<CAPTION>
Fiscal period Fiscal year Fiscal year
ended ended ended
August 31, January 31, January 31,
1999 1999 1998
------------- ----------- ----------
<S> <C> <C> <C>
Balanced $142,821 $13,290
Growth and Income 553,531 57,542
CORE Large Cap Value Fund(1) 82 N/A
CORE U.S. Equity Fund 152,737 14,614
CORE Large Cap Growth Fund(1) 156,368 6,880
CORE Small Cap Equity Fund(1) 44,551 4,038
CORE International Equity Fund(1) 27,157 3,118
Capital Growth Fund 262,717 9,607
Strategic Growth Fund(1) N/A N/A
Growth Opportunities Fund(1) N/A N/A
Mid Cap Value Fund(1) 113,272 10,495
International Equity Fund 74,197 7,485
Small Cap Value Fund 8,298 12,158
Large Cap Value Fund(2) N/A N/A
European Equity Fund(1) 337 N/A
Japanese Equity Fund(1) 1,390 N/A
International Small Cap Fund(1) 725 N/A
Emerging Markets Fund(1) 2,250 28
Asia Growth Fund 9,090 2,854
</TABLE>
- ----------
1. The Class C Share class of CORE Large Cap Value, CORE Large Cap Growth, CORE
Small Cap Equity, CORE International Equity, Mid Cap Value, Strategic Growth,
Growth Opportunities, European Equity, Japanese Equity, International Small Cap
and Emerging Markets Equity Funds commenced operations on December 31, 1998,
August 15, 1997, August 15, 1997, August 15, 1997, August 15, 1997, May 24,
1999, May 24, 1999, October 1, 1998, May 1, 1998, May 1, 1998 and December 15,
1997, respectively.
2. During the periods shown, no shares of Large Cap Value Fund were offered.
B-124
<PAGE>
No distribution fees were paid to Goldman Sachs under the Class C Plans during
the fiscal year ended January 31, 1997.
B-125
<PAGE>
During the fiscal period ended August 31, 1999, Goldman Sachs incurred the
following expenses in connection with distribution under the Class A Plan of
each applicable Fund with Class A Shares then in existence:
<TABLE>
<CAPTION>
Compensation Printing and Preparation
and Expenses Allocable Mailing of and
of the Overhead, Prospectuses Distribution
Distributor Telephone to Other of Sales
Compensation & Its Sales and Travel Than Current Literature and
to Dealers(1) Personnel Expenses Shareholders Advertising
------------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fiscal Period Ended August 31, 1999:
Balanced Fund $ -- $ -- $ -- $ -- $ --
Growth and Income Fund -- -- -- -- --
CORE Large Cap Value Fund -- -- -- -- --
CORE U.S. Equity Fund -- -- -- -- --
CORE Large Cap Growth Fund -- -- -- -- --
CORE Small Cap Equity Fund -- -- -- -- --
CORE International Equity Fund -- -- -- -- --
Capital Growth Fund -- -- -- -- --
Strategic Growth Fund(2) -- -- -- -- --
Growth Opportunities Fund(2) -- -- -- -- --
Mid Cap Value -- -- -- -- --
International Equity Fund -- -- -- -- --
Small Cap Value Fund -- -- -- -- --
Large Cap Value(2) -- -- -- -- --
European Equity Fund -- -- -- -- --
Japanese Equity Fund -- -- -- -- --
International Small Cap -- -- -- -- --
Emerging Market Equity Fund -- -- -- -- --
Asia Growth Fund -- -- -- -- --
</TABLE>
- ----------
1 Advance commissions paid to dealers of 1% on Class A Shares are considered
deferred assets which are amortized over a period of 1 year; amounts
presented above reflect amortization expense recorded during the period
presented.
2 During the period shown, no shares of Strategic Growth, Growth
Opportunities or Large Cap Value Funds were offered.
B-126
<PAGE>
During the fiscal year ended January 31, 1999, Goldman Sachs incurred the
following expenses in connection with distribution under the Class A Plan of
each applicable Fund with Class A Shares then in existence:
<TABLE>
<CAPTION>
Compensation Printing and Preparation
and Expenses Allocable Mailing of and
of the Overhead, Prospectuses Distribution
Distributor Telephone to Other of Sales
Compensation & Its Sales and Travel Than Current Literature and
to Dealers(1) Personnel Expenses Shareholders Advertising
------------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended January 31, 1999:
Balanced Fund $ 529,148 $ 360,366 $ 382,623 $ 30,628 $ 107,723
Growth and Income Fund 3,455,990 1,371,522 1,254,000 100,381 353,049
CORE Large Cap Value Fund 209 6,092 6,779 543 1,909
CORE U.S. Equity Fund 1,075,702 827,205 740,356 59,264 208,439
CORE Large Cap Growth Fund 329,211 412,689 456,309 36,527 128,469
CORE Small Cap Equity Fund 95,707 256,871 279,715 22,391 78,751
CORE International Equity Fund 139,410 472,886 565,684 45,282 159,262
Capital Growth Fund 2,922,885 2,726,172 1,895,753 151,752 533,727
Strategic Growth Fund(2) -- -- -- -- --
Growth Opportunities Fund(2) -- -- -- -- --
Mid Cap Value 688,906 421,030 344,128 27,547 96,885
International Equity Fund 2,101,670 2,661,147 2,133,158 170,756 600,566
Small Cap Value Fund 1,105,321 798,257 618,983 49,549 174,268
Large Cap Value Fund(2) -- -- -- -- --
European Equity Fund 77,916 172,015 170,084 13,615 47,885
Japanese Equity Fund 36,322 149,025 170,376 13,638 47,967
International Small Cap 105,008 261,347 281,137 22,505 79,151
Emerging Market Equity Fund 513,317 413,276 387,371 31,008 109,060
Asia Growth Fund 344,149 413,621 396,790 31,762 111,712
</TABLE>
- ----------
1 Advance commissions paid to dealers of 1% on Class A Shares are considered
deferred assets which are amortized over a period of 1 year; amounts
presented above reflect amortization expense recorded during the period
presented.
2 During the period shown, no shares of Strategic Growth, Growth
Opportunities, or Large Cap Value Funds were offered.
B-127
<PAGE>
During the fiscal period ended August 31, 1999, Goldman Sachs incurred the
following expenses in connection with distribution under the Class B Plan of
each applicable Fund with Class B Shares then in existence:
<TABLE>
<CAPTION>
Compensation Printing and Preparation
and Expenses Allocable Mailing of and
of the Overhead, Prospectuses Distribution
Distributor Telephone to Other of Sales
Compensation & Its Sales and Travel Than Current Literature and
to Dealers(1) Personnel Expenses Shareholders Advertising
------------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fiscal Period Ended August 31, 1999:
Balanced Fund $ -- $ -- $ -- $ -- $ --
Growth and Income Fund -- -- -- -- --
CORE Large Cap Value Fund -- -- -- -- --
CORE U.S. Equity Fund -- -- -- -- --
CORE Large Cap Growth Fund -- -- -- -- --
CORE Small Cap Equity Fund -- -- -- -- --
CORE International Equity Fund -- -- -- -- --
Capital Growth Fund -- -- -- -- --
Strategic Growth Fund(2) -- -- -- -- --
Growth Opportunities Fund(2) -- -- -- -- --
Mid Cap Value -- -- -- -- --
International Equity Fund -- -- -- -- --
Small Cap Value Fund -- -- -- -- --
Large Cap Value(2) -- -- -- -- --
European Equity Fund -- -- -- -- --
Japanese Equity Fund -- -- -- -- --
International Small Cap -- -- -- -- --
Emerging Market Equity Fund -- -- -- -- --
Asia Growth Fund -- -- -- -- --
</TABLE>
- ----------
1 Advance commissions paid to dealers of 4% on Class B Shares are considered
deferred assets which are amortized over a period of 1 year; amounts
presented above reflect amortization expense recorded during the period
presented.
2 During the period shown, no shares of Strategic Growth, Growth
Opportunities or Large Cap Value Funds were offered.
B-128
<PAGE>
During the fiscal year ended January 31, 1999, Goldman Sachs incurred the
following expenses in connection with distribution under the Class B Plan of
each applicable Fund with Class B Shares then in existence:
<TABLE>
<CAPTION>
Compensation Printing and Preparation
and Expenses Allocable Mailing of and
of the Overhead, Prospectuses Distribution
Distributor Telephone to Other of Sales
Compensation & Its Sales and Travel Than Current Literature and
to Dealers(1) Personnel Expenses Shareholders Advertising
------------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended Jauary 31, 1999:
Balanced Fund $ 337,025 $ 58,444 $ 71,112 $ 5,692 $ 20,021
Growth and Income Fund 3,724,345 279,663 339,383 27,167 95,549
CORE Large Cap Value Fund 35 5,474 6,660 533 1,875
CORE U.S. Equity Fund 824,545 107,505 130,598 10,454 36,768
CORE Large Cap Growth Fund 354,359 142,953 173,917 13,922 48,964
CORE Small Cap Equity Fund 109,290 119,334 145,193 11,622 40,877
CORE International Equity Fund 47,527 92,413 112,445 9,001 31,657
Capital Growth Fund 910,940 95,082 115,153 9,218 32,420
Strategic Growth Fund(2) -- -- -- -- --
Growth Opportunities Fund(2) -- -- -- -- --
Mid Cap Value Fund 407,838 91,292 110,596 8,853 31,137
International Equity Fund 605,118 121,626 147,961 11,844 41,657
Small Cap Value Fund 481,953 56,634 68,841 5,511 19,381
Large Cap Value Fund(2) -- -- -- -- --
European Equity Fund 222 154 187 15 53
Japanese Equity Fund 4,540 47,432 57,713 4,620 16,248
International Small Cap 1,352 4,574 5,566 446 1,567
Emerging Market Equity Fund 2,843 1,873 2,279 182 642
Asia Growth Fund 69,014 17,962 21,483 1,720 6,048
</TABLE>
- ----------
1 Advance commissions paid to dealers of 4% on Class B shares are considered
deferred assets which are amortized over a period of 1 year; amounts
presented above reflect amortization expense recorded during the period
presented.
2 During the periods shown, no shares of Strategic Growth, Growth
Opportunities or Large Cap Value Funds were offered.
B-129
<PAGE>
During the fiscal period ended August 31, 1999, Goldman Sachs incurred the
following expenses in connection with distribution under the Class C Plan of
each applicable Fund with Class C Shares then in existence:
<TABLE>
<CAPTION>
Compensation Printing and Preparation
and Expenses Allocable Mailing of and
of the Overhead, Prospectuses Distribution
Distributor Telephone to Other of Sales
Compensation & Its Sales and Travel Than Current Literature and
to Dealers(1) Personnel Expenses Shareholders Advertising
------------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fiscal Period Ended August 31, 1999:
Balanced Fund $ -- $ -- $ -- $ -- $ --
Growth and Income Fund -- -- -- -- --
CORE Large Cap Value Fund -- -- -- -- --
CORE U.S. Equity Fund -- -- -- -- --
CORE Large Cap Growth Fund -- -- -- -- --
CORE Small Cap Equity Fund -- -- -- -- --
CORE International Equity Fund -- -- -- -- --
Capital Growth Fund -- -- -- -- --
Strategic Growth Fund(2) -- -- -- -- --
Growth Opportunities Fund(2) -- -- -- -- --
Mid Cap Value -- -- -- -- --
International Equity Fund -- -- -- -- --
Small Cap Value Fund -- -- -- -- --
Large Cap Value(2) -- -- -- -- --
European Equity Fund -- -- -- -- --
Japanese Equity Fund -- -- -- -- --
International Small Cap -- -- -- -- --
Emerging Market Equity Fund -- -- -- -- --
Asia Growth Fund -- -- -- -- --
</TABLE>
- ----------
1 Advance commissions paid to dealers of 1% on Class C Shares are considered
deferred assets which are amortized over a period of 1 year; amounts
presented above reflect amortization expense recorded during the period
presented.
2 During the period shown, no shares of Strategic Growth, Growth
Opportunities or Large Cap Value Funds were offered.
B-130
<PAGE>
During the fiscal year ended January 31, 1999, Goldman Sachs incurred the
following expenses in connection with distribution under the Class C Plan of
each applicable Fund with Class C Shares then in existence:
<TABLE>
<CAPTION>
Compensation Printing and Preparation
and Expenses Allocable Mailing of and
of the Overhead, Prospectuses Distribution
Distributor Telephone to Other of Sales
Compensation & Its Sales and Travel Than Current Literature and
to Dealers(1) Personnel Expenses Shareholders Advertising
------------- --------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Fiscal Year Ended January 31, 1999:
Balanced Fund $155,489 $ 22,725 $ 27,651 2,213 $ 7,785
Growth and Income Fund 642,535 38,821 47,236 3,781 13,299
CORE Large Cap Value Fund -- 5,474 6,660 533 1,875
CORE U.S. Equity Fund 153,636 16,039 19,516 1,562 5,495
CORE Large Cap Growth Fund 133,109 48,875 59,469 4,760 16,743
CORE Small Cap Equity Fund 47,805 36,337 44,213 3,539 12,448
CORE International Equity Fund 28,306 45,144 54,929 4,397 15,465
Capital Growth Fund 223,924 20,452 24,886 1,992 7,006
Strategic Growth Fund(2) -- -- -- -- --
Growth Opportunities Fund(2) -- -- -- -- --
Mid Cap Value 124,212 24,313 29,583 2,368 8,329
International Equity Fund 74,109 14,632 17,798 1,425 5,011
Small Cap Value Fund 96,526 9,640 11,723 938 3,300
Large Cap Value Fund(2) -- -- -- -- --
European Equity Fund 178 84 103 8 29
Japanese Equity Fund 2,314 4,777 5,813 465 1,637
International Small Cap 651 1,554 1,891 151 532
Emerging Market Equity Fund 2,859 1,468 1,787 143 503
Asia Growth Fund 13,673 3,594 4,373 350 1,231
</TABLE>
- ----------
1 Advance commissions paid to dealers of 1% on Class C shares are considered
deferred assets which are amortized over a period of 1 year; amounts
presented above reflect amortization expense recorded during the period
presented.
2 During the periods shown, no shares of Strategic Growth, Growth
Opportunities or Large Cap Value Funds were offered.
B-131
<PAGE>
The foregoing tables and the information contained in the preceeding
paragraph reflect amounts expended by Goldman Sachs, which amounts are in excess
of the compensation received by Goldman Sachs under the Plans. The payments
under the plans were used by Goldman Sachs to compensate it for the expenses
shown above on a pro-rata basis.
For the fiscal years and periods indicated below, Goldman Sachs received
service fees from the Funds pursuant to the Plans then in existence at the rate
of 0.25% of each Fund's average daily net assets attributable to Class A, Class
B, or Class C Shares, which totaled:
<TABLE>
<CAPTION>
Class A Class B Class C
-------------------------- ------------------------ ----------
1998 1997 1998 1997(1) 1998
---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C>
Balanced Fund(2) $ 301,397 $ 153,392 $ 24,856 $ 1,294 $ 4,430
Growth and Income Fund(2) 2,324,970 1,252,257 372,604 9,358 19,181
CORE Large Cap Value Fund(3) N/A N/A N/A N/A N/A
CORE U.S. Equity Fund(3) 771,451 432,457 88,342 12,169 4,871
CORE Large Cap Growth Fund(4) 61,924 N/A 11,444 N/A 2,293
CORE Small Cap Equity Fund(5) 6,898 N/A 6,688 N/A 1,346
CORE International Equity Fund(5) 2,748 N/A 1,900 N/A 1,040
Capital Growth Fund(2) 2,678,370 2,171,462 42,465 2,854 3,202
Strategic Growth Fund(6) N/A N/A N/A N/A N/A
Growth Opportunities Fund(6) N/A N/A N/A N/A N/A
Mid Cap Value Fund(5) 67,485 N/A 15,862 N/A 3,499
International Equity Fund(2) 1,632,745 1,071,755 104,859 14,733 2,496
Small Cap Value Fund(2) 727,298 569,684 53,536 2,992 4,052
Large Cap Value Fund(6) N/A N/A N/A N/A N/A
European Equity Fund(7) N/A N/A N/A N/A N/A
Japanese Equity Fund(7) N/A N/A N/A N/A N/A
International Small Cap Fund(7) N/A N/A N/A N/A N/A
Emerging Market Equity Fund(8) 3,424 N/A 13 N/A 10
Asia Growth Fund(2) 513,560 626,724 9,517 3,410 951
</TABLE>
- --------------------------------------------------------------------------------
1 For the period commencing May 1, 1996.
2 Prior to May 1, 1996 and August 15, 1997, Balanced, Growth and Income, CORE
U.S. Equity, Capital Growth, International Equity, Small Cap Value, and Asia
Growth Funds had not sold Class B and Class C Shares, respectively.
3 CORE Large Cap Value Fund commenced operations on December 31, 1998.
4 Prior to May 1, 1997, May 1, 1997 and August 15, 1997, CORE Large Cap Growth
Fund had not sold Class A, Class B and Class C Shares, respectively.
5 Prior to August 15, 1997, CORE Small Cap Equity, CORE International Equity and
Mid Cap Value Funds had not sold Class A, Class B or Class C Shares.
6 During the periods shown, no shares of Strategic Growth, Growth Opportunities
or Large Cap Value Funds were offered.
7 Prior to October 1, 1998, May 1, 1998 and May 1, 1998, European Equity,
Japanese Equity and International Small Cap Funds had not sold Class A, Class B
or Class C Shares.
8 Prior to December 15, 1997, Emerging Markets Equity Fund had not sold Class A,
Class B or Class C Shares.
B-132
<PAGE>
OTHER INFORMATION REGARDING MAXIMUM SALES CHARGE, PURCHASES,
REDEMPTIONS, EXCHANGES AND DIVIDENDS
(Class A Shares, Class B Shares and Class C Shares Only)
Maximum Sales Charges
Class A Shares of each Fund are sold at a maximum sales charge of 5.5%.
Using the initial offering price per share as of August 31, 1999 and assuming a
$1000 initial offering price per share of the Large Cap Value Fund Fund), the
maximum offering price of each Fund's Class A shares would be as follows:
<TABLE>
<CAPTION>
Maximum Offering
Net Asset Sales Price to
Value Charge Public
----- ------ ------
<S> <C> <C> <C>
Balanced Fund $ -- 5.5% $ --
Growth and Income Fund -- 5.5% --
CORE U.S. Equity Fund -- 5.5% --
CORE Large Cap Value Fund -- 5.5% --
CORE Large Cap Growth Fund -- 5.5% --
CORE Small Cap Equity Fund -- 5.5% --
CORE International Equity Fund -- 5.5% --
Capital Growth Fund -- 5.5% --
Strategic Growth Fund -- 5.5% --
Growth Opportunities Fund -- 5.5% --
Mid Cap Value Fund -- 5.5% --
International Equity Fund -- 5.5% --
Small Cap Value Fund -- 5.5% --
Large Cap Value Fund -- N/A --
European Equity Fund -- 5.5% --
Japanese Equity Fund -- 5.5% --
International Small Cap Fund -- 5.5% --
Emerging Market Equity Fund -- 5.5% --
Asia Growth Fund -- 5.5% --
</TABLE>
The following information supplements the information in the Prospectus
under the captions "Shareholder Guide" and "Dividends". Please see the
Prospectus for more complete information.
B-133
<PAGE>
Other Purchase Information
If shares of a Fund are held in a "street name" account with an Authorized
Dealer, all recordkeeping, transaction processing and payments of distributions
relating to the beneficial owner's account will be performed by the Authorized
Dealer, and not by the Fund and its Transfer Agent. Since the Funds will have no
record of the beneficial owner's transactions, a beneficial owner should contact
the Authorized Dealer to purchase, redeem or exchange shares, to make changes in
or give instructions concerning the account or to obtain information about the
account. The transfer of shares in a "street name" account to an account with
another dealer or to an account directly with the Fund involves special
procedures and will require the beneficial owner to obtain historical purchase
information about the shares in the account from the Authorized Dealer.
Right of Accumulation (Class A)
A Class A shareholder qualifies for cumulative quantity discounts if the current
purchase price of the new investment plus the shareholder's current holdings of
existing Class A Shares (acquired by purchase or exchange) of the Funds and
Class A Shares of any other Goldman Sachs Fund (as defined in the Prospectus)
total the requisite amount for receiving a discount. For example, if a
shareholder owns shares with a current market value of $35,000 and purchases
additional Class A Shares of any Fund with a purchase price of $25,000, the
sales charge for the $25,000 purchase would be 4.75% (the rate applicable to a
single purchase of more than $50,000). Class A Shares purchased without the
imposition of a sales charge may not be aggregated with Class A Shares purchased
subject to a sales charge. Class A Shares of the Funds and any other Goldman
Sachs Fund purchased (i) by an individual, his spouse and his children, and (ii)
by a trustee, guardian or other fiduciary of a single trust estate or a single
fiduciary account, will be combined for the purpose of determining whether a
purchase will qualify for such right of accumulation and, if qualifying, the
applicable sales charge level. For purposes of applying the right of
accumulation, shares of the Funds and any other Goldman Sachs Fund purchased by
an existing client of the Private Client Services Division of Goldman Sachs will
be combined with Class A Shares held by any other Private Client Services
account. In addition, Class A Shares of the Funds and Class A Shares of any
other Goldman Sachs Fund purchased by partners, directors, officers or employees
of the same business organization, groups of individuals represented by and
investing on the recommendation of the same accounting firm, certain affinity
groups or other similar organizations (collectively, "eligible persons") may be
combined for the purpose of determining whether a purchase will qualify for the
right of accumulation and, if qualifying, the applicable sales charge level.
This right of accumulation is subject to the following conditions: (i) the
business organization's, group's or firm's agreement to cooperate in the
offering of the Funds' shares to eligible persons; and (ii) notification to the
Funds at the time of purchase that the investor is eligible for this right of
accumulation. In addition, in connection with SIMPLE IRA accounts, cumulative
quantity discounts are available on a per plan basis if (1) your employee has
been assigned a cumulative discount number by Goldman Sachs, and (2) your
account, alone or in combination with the accounts of other plan participants
also invested in Class A Shares of the Goldman Sachs Funds, totals the requisite
aggregate amount as described in the Prospectus.
B-134
<PAGE>
Statement of Intention (Class A)
If a shareholder anticipates purchasing at least $50,000 of Class A Shares of a
Fund alone or in combination with Class A Shares of any other Goldman Sachs Fund
within a 13-month period, the shareholder may purchase shares of the Fund at a
reduced sales charge by submitting a Statement of Intention (the "Statement").
Shares purchased pursuant to a Statement will be eligible for the same sales
charge discount that would have been available if all of the purchases had been
made at the same time. The shareholder or his Authorized Dealer must inform
Goldman Sachs that the Statement is in effect each time shares are purchased.
There is no obligation to purchase the full amount of shares indicated in the
Statement. A shareholder may include the value of all Class A Shares on which a
sales charge has previously been paid as an "accumulation credit" toward the
completion of the Statement, but a price readjustment will be made only on Class
A Shares purchased within ninety (90) days before submitting the Statement. The
Statement authorizes the Transfer Agent to hold in escrow a sufficient number of
shares which can be redeemed to make up any difference in the sales charge on
the amount actually invested. For purposes of satisfying the amount specified on
the Statement, the gross amount of each investment, exclusive of any
appreciation on shares previously purchased, will be taken into account.
The provisions applicable to the Statement, and the terms of the related escrow
agreement, are set forth in Appendix C to this Additional Statement.
Cross-Reinvestment of Dividends and Distributions
Shareholders may receive dividends and distributions in additional Shares of the
same class of the Fund in which they have invested or they may elect to receive
them in cash or Shares of the same class of other mutual funds sponsored by
Goldman Sachs (the "Goldman Sachs Funds") or ILA Service Units of the Prime
Obligations Portfolio or the Tax-Exempt Diversified Portfolio, if they hold
Class A Shares of a Fund, or ILA, Class B or Class C Units of the Prime
Obligations Portfolio, if they hold Class B or Class C Shares of a Fund (the
"ILA Portfolios").
A Fund shareholder should obtain and read the prospectus relating to any other
Fund, Goldman Sachs Fund or ILA Portfolio and its shares or units and consider
its investment objective, policies and applicable fees before electing
cross-reinvestment into that Fund or Portfolio. The election to cross-reinvest
dividends and capital gain distributions will not affect the tax treatment of
such dividends and distributions, which will be treated as received by the
shareholder and then used to purchase shares of the acquired fund. Such
reinvestment of dividends and distributions in shares of other Goldman Sachs
Funds or in units of ILA Portfolios is available only in states where such
reinvestment may legally be made.
Automatic Exchange Program
A Fund shareholder may elect to exchange automatically a specified dollar amount
of shares of a Fund into an identical account of another Fund or an account
registered in a different name or with a different address, social security or
other taxpayer identification number, provided that the
B-135
<PAGE>
account in the acquired fund has been established, appropriate signatures have
been obtained and the minimum initial investment requirement has been satisfied.
A Fund shareholder should obtain and read the prospectus relating to any other
Goldman Sachs Fund and its shares and consider its investment objective,
policies and applicable fees and expenses before electing an automatic exchange
into that Goldman Sachs Fund.
Systematic Withdrawal Plan
A systematic withdrawal plan (the "Systematic Withdrawal Plan") is available to
shareholders of a Fund whose shares are worth at least $5,000. The Systematic
Withdrawal Plan provides for monthly payments to the participating shareholder
of any amount not less than $50.
Dividends and capital gain distributions on shares held under the Systematic
Withdrawal Plan are reinvested in additional full and fractional shares of the
applicable Fund at net asset value. The Transfer Agent acts as agent for the
shareholder in redeeming sufficient full and fractional shares to provide the
amount of the systematic withdrawal payment. The Systematic Withdrawal Plan may
be terminated at any time. Goldman Sachs reserves the right to initiate a fee of
up to $5 per withdrawal, upon thirty (30) days written notice to the
shareholder. Withdrawal payments should not be considered to be dividends, yield
or income. If periodic withdrawals continuously exceed new purchases and
reinvested dividends and capital gains distributions, the shareholder's original
investment will be correspondingly reduced and ultimately exhausted. The
maintenance of a withdrawal plan concurrently with purchases of additional Class
A, Class B or Class C Shares would be disadvantageous because of the sales
charge imposed on purchases of Class A Shares or the imposition of a CDSC on
redemptions of Class A, Class B or Class C Shares. The CDSC applicable to Class
A, Class B or Class C Shares redeemed under a systematic withdrawal plan may be
waived. See "Shareholder Guide" in the Prospectus. In addition, each withdrawal
constitutes a redemption of shares, and any gain or loss realized must be
reported for federal and state income tax purposes. A shareholder should consult
his or her own tax adviser with regard to the tax consequences of participating
in the Systematic Withdrawal Plan. For further information or to request a
Systematic Withdrawal Plan, please write or call the Transfer Agent.
B-136
<PAGE>
SERVICE PLAN
(Service Shares Only)
The Funds have adopted a service plan (the "Plan") with respect to its Service
Shares which authorizes it to compensate Service Organizations for providing
certain administration services and personal and account maintenance services to
their customers who are or may become beneficial owners of such Shares. Pursuant
to the Plan, each Fund enters into agreements with Service Organizations which
purchase Service Shares of the Fund on behalf of their customers ("Service
Agreements"). Under such Service Agreements the Service Organizations may
perform some or all of the following services: (a) act, directly or through an
agent, as the sole shareholder of record and nominee for all customers, (b)
maintain account records for each customer who beneficially owns Service Shares
of a Fund, (c) answer questions and handle correspondence from customers
regarding their accounts, (d) process customer orders to purchase, redeem and
exchange Service Shares of a Fund, and handle the transmission of funds
representing the customers' purchase price or redemption proceeds, (e) issue
confirmations for transactions in shares by customers, (f) provide facilities to
answer questions from prospective and existing investors about Service Shares of
a Fund, (g) receive and answer investor correspondence, including requests for
prospectuses and statements of additional information, (h) display and make
prospectuses available on the Service Organization's premises, (i) assist
customers in completing application forms, selecting dividend and other account
options and opening custody accounts with the Service Organization and (j) act
as liaison between customers and a Fund, including obtaining information from
the Fund, working with the Fund to correct errors and resolve problems and
providing statistical and other information to a Fund. As compensation for such
services, each Fund will pay each Service Organization a service fee in an
amount up to 0.50% (on an annualized basis) of the average daily net assets of
the Service Shares of such Fund attributable to or held in the name of such
Service Organization.
The amount of the service fees paid by each Fund then in existence to Service
Organizations pursuant to the Plan was as follows for the fiscal period ended
August 31, 1999 and the fiscal years ended January 31, 1999, January 31, 1998
and January 31, 1997 indicated:
<TABLE>
<CAPTION>
Fiscal
period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Balanced Fund $ 1,402 $ 31 N/A
Growth and Income Fund 57,187 32,418 6,126
CORE Large Cap Value Fund 1 N/A N/A
CORE U.S. Equity Fund 49,461 27,222 4,581
CORE Large Cap Growth Fund 2,992 257 N/A
CORE Small Cap Equity Fund 74 4 N/A
CORE International Equity Fund 53 3 N/A
Capital Growth Fund 7,655 4 N/A
Strategic Growth Fund N/A N/A N/A
</TABLE>
B-137
<PAGE>
<TABLE>
<CAPTION>
Fiscal
period Fiscal year Fiscal year Fiscal year
ended ended ended ended
August 31, January 31, January 31, January 31,
1999 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Growth Opportunities Fund N/A N/A N/A
Mid Cap Value Fund 685 12 N/A
International Equity Fund 17,786 9,236 1,032
Small Cap Value Fund 588 4 N/A
Large Cap Value Fund N/A N/A N/A
European Equity Fund 3 N/A N/A
Japanese Equity Fund 6 N/A N/A
International Small Cap Fund 6 N/A N/A
Emerging Markets Equity Fund 7 1 N/A
</TABLE>
During the period July 27, 1998 (commencement of operations) through December
31, 1998, the Real Estate Securities Fund paid Service Organizations $3 pursuant
to the Plan.
The Funds have adopted the Plan pursuant to Rule 12b-1 under the Act in order to
avoid any possibility that payments to the Service Organizations pursuant to the
Service Agreements might violate the Act. Rule 12b-1, which was adopted by the
SEC under the Act, regulates the circumstances under which an investment company
or series thereof may bear expenses associated with the distribution of its
shares. In particular, such an investment company or series thereof cannot
engage directly or indirectly in financing any activity which is primarily
intended to result in the sale of shares issued by the company unless it has
adopted a plan pursuant to, and complies with the other requirements of, such
Rule. The Trust believes that fees paid for the services provided in the Plan
and described above are not expenses incurred primarily for effecting the
distribution of Service Shares. However, should such payments be deemed by a
court or the SEC to be distribution expenses, such payments would be duly
authorized by the Plan.
The Glass-Steagall Act prohibits all entities which receive deposits from
engaging to any extent in the business of issuing, underwriting, selling or
distributing securities, although institutions such as national banks are
permitted to purchase and sell securities upon the order and for the account of
their customers. In addition, under some state securities laws, banks and other
financial institutions purchasing Service Shares on behalf of their customers
may be required to register as dealers. Should future legislative or
administrative action or judicial or administrative decisions or interpretations
prohibit or restrict the activities of one or more of the Service Organizations
in connection with a Fund, such Service Organizations might be required to alter
materially or discontinue the services performed under their Service Agreements.
If one or more of the Service Organizations were restricted from effecting
purchases or sales of Service Shares automatically pursuant to pre-authorized
instructions, for example, effecting such transactions on a manual basis might
affect the size and/or growth of a Fund. Any such alteration or discontinuance
of services could require the Board of Trustees to consider changing a Fund's
method of operations or providing alternative means of offering Service Shares
of the Fund to customers of such Service Organizations, in which case the
operation of such Fund, its size and/or its growth might be
B-138
<PAGE>
significantly altered. It is not anticipated, however, that any alteration of a
Fund's operations would have any effect on the net asset value per share or
result in financial losses to any shareholder.
Conflict of interest restrictions (including the Employee Retirement Income
Security Act of 1974) may apply to a Service Organization's receipt of
compensation paid by a Fund in connection with the investment of fiduciary
assets in Service Shares of a Fund. Service Organizations, including banks
regulated by the Comptroller of the Currency, the Federal Reserve Board or the
Federal Deposit Insurance Corporation, and investment advisers and other money
managers subject to the jurisdiction of the SEC, the Department of Labor or
state securities commissions, are urged to consult their legal advisers before
investing fiduciary assets in Service Shares of a Fund. In addition, under some
state securities laws, banks and other financial institutions purchasing Service
Shares on behalf of their customers may be required to register as dealers.
The Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or the related Service Agreements, most recently voted
to approve the Plan and related Service Agreements at a meeting called for the
purpose of voting on such Plan and Service Agreements on April 27, 1999. The
Plan and related Service Agreements will remain in effect until May 1, 2000 and
will continue in effect thereafter only if such continuance is specifically
approved annually by a vote of the Trustees in the manner described above. The
Plan may not be amended to increase materially the amount to be spent for the
services described therein without approval of the Service Shareholders of the
affected Fund and all material amendments of the Plan must also be approved by
the Trustees in the manner described above. The Plan may be terminated at any
time by a majority of the Trustees as described above or by a vote of a majority
of the outstanding Service Shares of the affected Fund. The Service Agreements
may be terminated at any time, without payment of any penalty, by vote of a
majority of the Trustees as described above or by a vote of a majority of the
outstanding Service Shares of the affected Fund on not more than sixty (60)
days' written notice to any other party to the Service Agreements. The Service
Agreements will terminate automatically if assigned. So long as the Plan is in
effect, the selection and nomination of those Trustees who are not interested
persons will be committed to the discretion of the non-interested Trustees. The
Trustees have determined that, in its judgment, there is a reasonable likelihood
that the Plans will benefit the Funds and the holders of Service Shares of the
Funds.
B-139
<PAGE>
APPENDIX A
Commercial Paper Ratings
A Standard & Poor's ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. The following summarizes the rating
categories used by Standard and Poor's for commercial paper:
"A-1" - Obligations are rated in the highest category indicating
that the obligor's capacity to meet its financial commitment on the obligation
is strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.
"A-2" - Obligations are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.
"A-3" - Obligations exhibit adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.
"B" - Obligations are regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
"C" - Obligations are currently vulnerable to nonpayment and are
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.
"D" - Obligations are in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.
Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:
1-A
<PAGE>
"Prime-1" - Issuers (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance on
debt and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.
"Prime-2" - Issuers (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an acceptable
ability for repayment of senior short-term debt obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime rating
categories.
The three rating categories of Duff & Phelps for investment grade
commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff & Phelps
employs three designations, "D-1+," "D-1" and "D-1-," within the highest rating
category. The following summarizes the rating categories used by Duff & Phelps
for commercial paper:
"D-1+" - Debt possesses the highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.
"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
"D-1-" - Debt possesses high certainty of timely payment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk
factors are very small.
"D-2" - Debt possesses good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.
2-A
<PAGE>
"D-3" - Debt possesses satisfactory liquidity and other protection
factors qualify issues as to investment grade. Risk factors are larger and
subject to more variation. Nevertheless, timely payment is expected.
"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.
"D-5" - Issuer has failed to meet scheduled principal and/or
interest payments.
Fitch IBCA short-term ratings apply to debt obligations that have
time horizons of less than 12 months for most obligations, or up to three years
for U.S. public finance securities. The following summarizes the rating
categories used by Fitch IBCA for short-term obligations:
"F1" - Securities possess the highest credit quality. This
designation indicates the strongest capacity for timely payment of financial
commitments and may have an added "+" to denote any exceptionally strong credit
feature.
"F2" - Securities possess good credit quality. This designation
indicates a satisfactory capacity for timely payment of financial commitments,
but the margin of safety is not as great as in the case of the higher ratings.
"F3" - Securities possess fair credit quality. This designation
indicates that the capacity for timely payment of financial commitments is
adequate; however, near-term adverse changes could result in a reduction to
non-investment grade.
"B" - Securities possess speculative credit quality. This
designation indicates minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.
"C" - Securities possess high default risk. This designation
indicates that default is a real possibility and that the capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
"D" - Securities are in actual or imminent payment default.
Thomson BankWatch short-term ratings assess the likelihood of an
untimely payment of principal and interest of debt instruments with original
maturities of one year or less. The following summarizes the ratings used by
Thomson BankWatch:
"TBW-1" - This designation represents Thomson BankWatch's highest
category and indicates a very high likelihood that principal and interest will
be paid on a timely basis.
3-A
<PAGE>
"TBW-2" - This designation represents Thomson BankWatch's
second-highest category and indicates that while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1."
"TBW-3" - This designation represents Thomson BankWatch's lowest
investment-grade category and indicates that while the obligation is more
susceptible to adverse developments (both internal and external) than those with
higher ratings, the capacity to service principal and interest in a timely
fashion is considered adequate.
"TBW-4" - This designation represents Thomson BankWatch's lowest
rating category and indicates that the obligation is regarded as non-investment
grade and therefore speculative.
Corporate and Municipal Long-Term Debt Ratings
The following summarizes the ratings used by Standard & Poor's for
corporate and municipal debt:
"AAA" - An obligation rated "AAA" has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.
"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
"A" - An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.
"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded as
having significant speculative characteristics. "BB" indicates the least degree
of speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
"BB" - An obligation rated "BB" is less vulnerable to nonpayment
than other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to the obligor's inadequate capacity to meet its financial commitment on the
obligation.
4-A
<PAGE>
"B" - An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB", but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.
"CCC" - An obligation rated "CCC" is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial and economic
conditions for the obligor to meet its financial commitment on the obligation.
In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation.
"CC" - An obligation rated "CC" is currently highly vulnerable to
nonpayment.
"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.
"D" - An obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.
"r" - This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
5-A
<PAGE>
"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than the "Aaa"
securities.
"A" - Bonds possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds are considered as medium-grade obligations, (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" are of poor standing; "Ca" represents obligations
which are speculative in a high degree; and "C" represents the lowest rated
class of bonds). "Caa," "Ca" and "C" bonds may be in default.
Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operating experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.
Note: Moody's applies numerical modifiers 1, 2, and 3 in each
generic rating classification from "Aa" through "Caa". The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of its generic rating category.
The following summarizes the long-term debt ratings used by Duff &
Phelps for corporate and municipal long-term debt:
"AAA" - Debt is considered to be of the highest credit quality. The
risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.
"AA" - Debt is considered to be of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions.
6-A
<PAGE>
"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable in periods of greater economic
stress.
"BBB" - Debt possesses below-average protection factors but such
protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.
"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of these
ratings is considered to be below investment grade. Although below investment
grade, debt rated "BB" is deemed likely to meet obligations when due. Debt rated
"B" possesses the risk that obligations will not be met when due. Debt rated
"CCC" is well below investment grade and has considerable uncertainty as to
timely payment of principal, interest or preferred dividends. Debt rated "DD" is
a defaulted debt obligation, and the rating "DP" represents preferred stock with
dividend arrearages.
To provide more detailed indications of credit quality, the "AA,"
"A," "BBB," "BB" and "B" ratings may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within these major categories.
The following summarizes the ratings used by Fitch IBCA for
corporate and municipal bonds:
"AAA" - Bonds considered to be investment grade and of the highest
credit quality. These ratings denote the lowest expectation of credit risk and
are assigned only in case of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
"AA" - Bonds considered to be investment grade and of very high
credit quality. These ratings denote a very low expectation of credit risk and
indicate very strong capacity for timely payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable events.
"A" - Bonds considered to be investment grade and of high credit
quality. These ratings denote a low expectation of credit risk and indicate
strong capacity for timely payment of financial commitments. This capacity may,
nevertheless, be more vulnerable to changes in circumstances or in economic
conditions than is the case for higher ratings.
"BBB" - Bonds considered to be investment grade and of good credit
quality. These ratings denote that there is currently a low expectation of
credit risk. The capacity for timely payment of financial commitments is
considered adequate, but adverse changes in circumstances and in economic
conditions are more likely to impair this capacity.
"BB" - Bonds considered to be speculative. These ratings indicate
that there is a possibility of credit risk developing, particularly as the
result of adverse economic changes over
7-A
<PAGE>
time; however, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.
"B" - Bonds are considered highly speculative. These ratings
indicate that significant credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable business and
economic environment.
"CCC", "CC", "C" - Bonds have high default risk. Default is a real
possibility, and capacity for meeting financial commitments is solely reliant
upon sustained, favorable business or economic developments. "CC" ratings
indicate that default of some kind appears probable, and "C" ratings signal
imminent default.
"DDD," "DD" and "D" - Bonds are in default. Securities are not
meeting obligations and are extremely speculative. "DDD" designates the highest
potential for recovery of amounts outstanding on any securities involved and "D"
represents the lowest potential for recovery.
To provide more detailed indications of credit quality, the Fitch
IBCA ratings from and including "AA" to "B" may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within these major rating
categories.
Thomson BankWatch assesses the likelihood of an untimely repayment
of principal or interest over the term to maturity of long term debt and
preferred stock which are issued by United States commercial banks, thrifts and
non-bank banks; non-United States banks; and broker-dealers. The following
summarizes the rating categories used by Thomson BankWatch for long-term debt
ratings:
"AAA" - This designation indicates that the ability to repay
principal and interest on a timely basis is extremely high.
"AA" - This designation indicates a very strong ability to repay
principal and interest on a timely basis, with limited incremental risk compared
to issues rated in the highest category.
"A" - This designation indicates that the ability to repay principal
and interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.
"BBB" - This designation represents the lowest investment-grade
category and indicates an acceptable capacity to repay principal and interest.
Issues rated "BBB" are more vulnerable to adverse developments (both internal
and external) than obligations with higher ratings.
8-A
<PAGE>
"BB," "B," "CCC," and "CC," - These designations are assigned by
Thomson BankWatch to non-investment grade long-term debt. Such issues are
regarded as having speculative characteristics regarding the likelihood of
timely payment of principal and interest. "BB" indicates the lowest degree of
speculation and "CC" the highest degree of speculation.
"D" - This designation indicates that the long-term debt is in
default.
PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may
include a plus or minus sign designation which indicates where within the
respective category the issue is placed.
Municipal Note Ratings
A Standard and Poor's rating reflects the liquidity concerns and
market access risks unique to notes due in three years or less. The following
summarizes the ratings used by Standard & Poor's Ratings Group for municipal
notes:
"SP-1" - The issuers of these municipal notes exhibit a strong
capacity to pay principal and interest. Those issues determined to possess very
strong characteristics are given a plus (+) designation.
"SP-2" - The issuers of these municipal notes exhibit satisfactory
capacity to pay principal and interest, with some vulnerability to adverse
financial and economic changes over the term of the notes.
"SP-3" - The issuers of these municipal notes exhibit speculative
capacity to pay principal and interest.
Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable Moody's Investment Grade ("VMIG"). Such
ratings recognize the differences between short-term credit risk and long-term
risk. The following summarizes the ratings by Moody's Investors Service, Inc.
for short-term notes:
"MIG-1"/"VMIG-1" - This designation denotes best quality. There is
present strong protection by established cash flows, superior liquidity support
or demonstrated broad-based access to the market for refinancing.
"MIG-2"/"VMIG-2" - This designation denotes high quality, with
margins of protection that are ample although not so large as in the preceding
group.
"MIG-3"/"VMIG-3" - This designation denotes favorable quality, with
all security elements accounted for but lacking the undeniable strength of the
preceding grades.
9-A
<PAGE>
Liquidity and cash flow protection may be narrow and market access for
refinancing is likely to be less well established.
"MIG-4"/"VMIG-4" - This designation denotes adequate quality.
Protection commonly regarded as required of an investment security is present
and although not distinctly or predominantly speculative, there is specific
risk.
"SG" - This designation denotes speculative quality. Debt
instruments in this category lack of margins of protection.
Fitch IBCA and Duff & Phelps use the short-term ratings described
under Commercial Paper Ratings for municipal notes.
10-A
<PAGE>
APPENDIX B
BUSINESS PRINCIPLES OF GOLDMAN, SACHS & CO.
Goldman Sachs is noted for its Business Principles, which guide all of the
firm's activities and serve as the basis for its distinguished reputation among
investors worldwide.
Our client's interests always come first. Our experience shows that if we
serve our clients well, our own success will follow.
Our assets are our people, capital and reputation. If any of these is ever
diminished, the last is the most difficult to restore. We are dedicated to
complying fully with the letter and spirit of the laws, rules and ethical
principles that govern us. Our continued success depends upon unswerving
adherence to this standard.
We take great pride in the professional quality of our work. We have an
uncompromising determination to achieve excellence in everything we undertake.
Though we may be involved in a wide variety and heavy volume of activity, we
would, if it came to a choice, rather be best than biggest.
We stress creativity and imagination in everything we do. While
recognizing that the old way may still be the best way, we constantly strive to
find a better solution to a client's problems. We pride ourselves on having
pioneered many of the practices and techniques that have become standard in the
industry.
We make an unusual effort to identify and recruit the very best person for
every job. Although our activities are measured in billions of dollars, we
select our people one by one. In a service business, we know that without the
best people, we cannot be the best firm.
We offer our people the opportunity to move ahead more rapidly than is
possible at most other places. We have yet to find limits to the responsibility
that our best people are able to assume. Advancement depends solely on ability,
performance and contribution to the Firm's success, without regard to race,
color, religion, sex, age, national origin, disability, sexual orientation, or
any other impermissible criterion or circumstance.
We stress teamwork in everything we do. While individual creativity is
always encouraged, we have found that team effort often produces the best
results. We have no room for those who put their personal interests ahead of the
interests of the Firm and its clients.
The dedication of our people to the Firm and the intense effort they give
their jobs are greater than one finds in most other organizations. We think that
this is an important part of our success.
1-B
<PAGE>
Our profits are a key to our success. They replenish our capital and
attract and keep our best people. It is our practice to share our profits
generously with all who help create them. Profitability is crucial to our
future.
We consider our size an asset that we try hard to preserve. We want to be
big enough to undertake the largest project that any of our clients could
contemplate, yet small enough to maintain the loyalty, the intimacy and the
esprit de corps that we all treasure and that contribute greatly to our success.
We constantly strive to anticipate the rapidly changing needs of our
clients and to develop new services to meet those needs. We know that the world
of finance will not stand still and that complacency can lead to extinction.
We regularly receive confidential information as part of our normal client
relationships. To breach a confidence or to use confidential information
improperly or carelessly would be unthinkable.
Our business is highly competitive, and we aggressively seek to expand our
client relationships. However, we must always be fair competitors and must never
denigrate other firms.
Integrity and honesty are the heart of our business. We expect our people
to maintain high ethical standards in everything they do, both in their work for
the firm and in their personal lives.
2-B
<PAGE>
GOLDMAN, SACHS & CO.'S INVESTMENT BANKING AND SECURITIES ACTIVITIES
Goldman Sachs is a leading financial services firm traditionally known on
Wall Street and around the world for its institutional and private client
service.
With thirty-seven offices around the world Goldman Sachs employs over
11,000 professionals focused on opportunities in major markets.
The number one underwriter of all international equity issues from
1989-1997.
The number one lead manager of U.S. common stock offerings for the past
nine years (1989-1997).*
The number one lead manager for initial public offerings (IPOs) worldwide
(1989-1997).
- ----------
* Source: Securities Data Corporation. Common stock ranking excludes REITs,
Investment Trusts and Rights.
3-B
<PAGE>
GOLDMAN, SACHS & CO.'S HISTORY OF EXCELLENCE
1869 Marcus Goldman opens Goldman Sachs for business
1890 Dow Jones Industrial Average first published
1896 Goldman, Sachs & Co. joins New York Stock Exchange
1906 Goldman, Sachs & Co. takes Sears Roebuck & Co. public (at 93 years,
the firm's longest-standing client relationship)
Dow Jones Industrial Average tops 100
1925 Goldman, Sachs & Co. finances Warner Brothers, producer of the first
talking film
1956 Goldman, Sachs & Co. co-manages Ford's public offering, the largest
to date
1970 Goldman, Sachs & Co. opens London office
1972 Dow Jones Industrial Average breaks 1000
1986 Goldman, Sachs & Co. takes Microsoft public
1988 Goldman Sachs Asset Management is formally established
1991 Goldman, Sachs & Co. provides advisory services for the largest
privatization in the region of the sale of Telefonos de Mexico
1995 Goldman Sachs Asset Management introduces Global Tactical Asset
Allocation Program
Dow Jones Industrial Average breaks 5000
1996 Goldman, Sachs & Co. takes Deutsche Telekom public
Dow Jones Industrial Average breaks 6000
1997 Goldman Sachs Asset Management increases assets under management by
100% over 1996
Dow Jones Industrial Average breaks 7000
4-B
<PAGE>
1998 Goldman Sachs Asset Management reaches $195.5 billion in assets
under management
Dow Jones Industrial Average breaks 9000
1999 Goldman Sachs becomes a public company
5-B
<PAGE>
APPENDIX C
Statement of Intention
(applicable only to Class A shares)
If a shareholder anticipates purchasing $50,000 or more of Class A Shares
of a Fund alone or in combination with Class A Shares of another Goldman Sachs
Fund within a 13-month period, the shareholder may obtain shares of the Fund at
the same reduced sales charge as though the total quantity were invested in one
lump sum by checking and filing the Statement of Intention in the Account
Application. Income dividends and capital gain distributions taken in additional
shares will not apply toward the completion of the Statement of Intention.
To ensure that the reduced price will be received on future purchases, the
investor must inform Goldman Sachs that the Statement of Intention is in effect
each time shares are purchased. Subject to the conditions mentioned below, each
purchase will be made at the public offering price applicable to a single
transaction of the dollar amount specified on the Account Application. The
investor makes no commitment to purchase additional shares, but if the
investor's purchases within 13 months plus the value of shares credited toward
completion do not total the sum specified, the investor will pay the increased
amount of the sales charge prescribed in the Escrow Agreement.
Escrow Agreement
Out of the initial purchase (or subsequent purchases if necessary), 5% of
the dollar amount specified on the Account Application will be held in escrow by
the Transfer Agent in the form of shares registered in the investor's name. All
income dividends and capital gains distributions on escrowed shares will be paid
to the investor or to his or her order. When the minimum investment so specified
is completed (either prior to or by the end of the 13th month), the investor
will be notified and the escrowed shares will be released.
If the intended investment is not completed, the investor will be asked to
remit to Goldman Sachs any difference between the sales charge on the amount
specified and on the amount actually attained. If the investor does not within
20 days after written request by Goldman Sachs pay such difference in the sales
charge, the Transfer Agent will redeem, pursuant to the authority given by the
investor in the Account Application, an appropriate number of the escrowed
shares in order to realize such difference. Shares remaining after any such
redemption will be released by the Transfer Agent.
1-C
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
--------
The following exhibits relating to Goldman Sachs Trust are incorporated
herein by reference to Post-Effective Amendment No. 26 to Goldman Sachs Trust's
Registration Statement on Form N-1A (Accession No. 000950130-95-002856); to
Post-Effective Amendment No. 27 to such Registration Statement (Accession No.
0000950130-96-004931); to Post-Effective Amendment No. 29 to such Registration
Statement (Accession No. 0000950130-97-000573); to Post-Effective Amendment No.
31 to such Registration Statement (Accession No. 0000950130-97-000805); to Post-
Effective Amendment No. 32 to such Registration Statement (Accession No.
0000950130-97-0001846); to Post-Effective Amendment No. 40 to such Registration
Statement (Accession No. 0000950130-97-004495); to Post-Effective Amendment No.
41 to such Registration Statement (Accession No 0000950130-98-000676); Post-
Effective Amendment No. 43 to such Registration Statement (Accession No.
0000950130-98-000965); to Post-Effective Amendment No. 44 to such Registration
Statement (Accession No. 0000950130-98-002160); to Post-Effective Amendment No.
46 to such Registration Statement (Accession No. 0000950130-98-003563); to Post-
Effective Amendment No. 47 to such Registration Statement (Accession No.
0000950130-98-004845), to Post-Effective Amendment No. 48 to such Registration
Statement (Accession No. 0000950109-98-005275); to Post-Effective Amendment No.
50 to such Registration Statement (Accession No. 0000950130-98-006081), to Post-
Effective Amendment No. 51 to such Registration Statement (Accession No.
0000950130-99-000178), to Post-Effective Amendment No. 52 to such Registration
Statement (Accession No. 0000950130-99-000742), to Post-Effective Amendment No.
53 to such Registration Statement (Accession No. 0000950130-99-001069), to Post-
Effective Amendment No. 54 to such Registration Statement (Accession No.
0000950130-99-002212) and to Post-Effective Amendment No. 55 to such
Registration Statement (accession No. 0000950109-99-002544).
(a)(1). Agreement and Declaration of Trust dated January 28, 1997.
(Accession No. 0000950130-97-000573).
(a)(2). Amendment No. 1 dated April 24, 1997 to Agreement and Declaration
of Trust January 28, 1997. (Accession No. 0000950130-97-004495).
(a)(3). Amendment No. 2 dated July 21, 1997 to Agreement and Declaration
of Trust, as amended, dated January 28, 1997. (Accession No.
0000950130-97-004495).
(a)(4). Amendment No.3 dated October 21, 1997 to the Agreement and
Declaration of Trust, as amended,
1
<PAGE>
dated January 28, 1997. (Accession No. 0000950130-98-000676).
(a)(5). Amendment No. 4 dated January 28, 1998 to the Agreement and
Declaration of Trust, as amended,
(a)(6). Amendment No. 5 dated April 23, 1998 to Agreement and Declaration
of Trust as amended, dated January 28, 1997. (Accession No.
0000950130-98-004845).
(a)(7). Amendment No. 6 dated July 22, 1998 to Agreement and Declaration
of Trust as amended, dated January 28, 1997. (Accession No.
0000950130-98-004845).
(a)(8). Amendment No. 7 dated November 3, 1998 to Agreement and
Declaration of Trust as amended, dated January 28, 1997
(Accession No. 0000950130-98-006081).
(a)(9) Amendment No. 8 dated January 22, 1999 to Agreement and
Declaration of Trust as amended, dated January 28, 1997
(Accession No. 0000950130-99-000742).
(a)(10) Amendment No. 9 dated April 28, 1999 to Agreement and Declaration
of Trust as amended, dated January 28, 1997. (Accession No.
0000950109-99-002544)
(b). Amended and Restated By-laws of the Delaware business trust dated
January 28, 1997. (Accession No. 0000950130-97-000573).
(c). Not applicable.
(d)(1). Management Agreement dated April 30, 1997 between Registrant, on
behalf of Goldman Sachs Short Duration Government Fund, and
Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-
98-000676).
(d)(2). Management Agreement dated April 30, 1997 between Registrant, on
behalf of Goldman Sachs Adjustable Rate Government Fund, and
Goldman Sachs Funds Management, L.P. (Accession No. 0000950130-
98-000676).
(d)(3). Management Agreement dated April 30, 1997 between Registrant, on
behalf of Goldman Sachs Short Duration Tax-Free Fund, and Goldman
Sachs Asset Management. (Accession No. 0000950130-98-000676).
2
<PAGE>
(d)(4). Management Agreement dated April 30, 1997 between Registrant, on
behalf of Goldman Sachs Core Fixed Income Fund, and Goldman Sachs
Asset Management. (Accession No. 0000950130-98-000676).
(d)(5). Management Agreement dated April 30, 1997 between the Registrant,
on behalf of Goldman Sachs - Institutional Liquid Assets, and
Goldman Sachs Asset Management. (Accession No. 0000950130-98-
000676).
(d)(6). Management Agreement dated April 30, 1997 as amended November 3,
1998, between Registrant, Goldman Sachs Asset Management,
Goldman Sachs Fund Management L.P. and Goldman, Sachs Asset
Management International (Accession No. 0000950109-98-005275).
(d)(7). Management Agreement dated January 1, 1998 on behalf of the
Goldman Sachs Asset Allocation Portfolios and Goldman Sachs
Asset Management (Accession No. 0000950130-98-000676).
(d)(8). Amended Annex A to Management Agreement dated January 1, 1998 on
behalf of the Goldman Sachs Asset Allocation Portfolios and
Goldman Sachs Asset Management (Conservative Strategy Portfolio)
(Accession No. 0000950130-99-000742).
(d)(9). Amended Annex A dated April 28, 1999 to Management Agreement
dated April 30, 1997. (Accession No. 0000950109-99-002544)
(e) None.
(e)(1) Distribution Agreement dated April 30, 1997 as amended April 28,
1999 between Registrant and Goldman, Sachs & Co. (Accession No.
0000950109-99-002544)
(f). Not applicable.
(g)(1). Custodian Agreement dated July 15, 1991, between Registrant and
State Street Bank and Trust Company. (Accession No. 0000950130-
95-002856).
(g)(2). Custodian Agreement dated December 27, 1978 between Registrant
and State Street Bank and Trust Company, on behalf of Goldman
Sachs - Institutional Liquid Assets, filed as Exhibit 8(a).
(Accession No. 0000950130-98-000965).
3
<PAGE>
(g)(3). Letter-Agreement dated December 27, 1978 between Registrant and
State Street Bank and Trust Company, on behalf of Goldman Sachs
- Institutional Liquid Assets, pertaining to the fees payable by
Registrant pursuant to the Custodian Agreement, filed as Exhibit
8(b). (Accession No. 0000950130-98-000965).
(g)(4). Amendment dated May 28, 1981 to the Custodian Agreement referred
to above as Exhibit (g)(2) (Accession No. 0000950130-98-000965).
(g)(5). Fee schedule relating to the Custodian Agreement between
Registrant on behalf of the Goldman Sachs Asset Allocation
Portfolios and State Street Bank and Trust Company. (Accession
No. 0000950130-97-004495).
(g)(6). Letter Agreement dated June 14, 1984 between Registrant and State
Street Bank and Trust Company, on behalf of Goldman Sachs -
Institutional Liquid Assets, pertaining to a change in wire
charges under the Custodian Agreement, filed as Exhibit 8(d).
(Accession No. 0000950130-98-000965).
(g)(7). Letter Agreement dated March 29, 1983 between Registrant and
State Street Bank and Trust Company, on behalf of Goldman Sachs -
Institutional Liquid Assets, pertaining to the latter's
designation of Bank of America, N.T. and S.A. as its subcustodian
and certain other matters, filed as Exhibit 8(f). (Accession No.
0000950130-98-000965).
(g)(8). Letter Agreement dated March 21, 1985 between Registrant and
State Street Bank and Trust Company, on behalf of Goldman Sachs -
Institutional Liquid Assets, pertaining to the creation of a
joint repurchase agreement account, filed as Exhibit 8(g).
(Accession No. 0000950130-98-000965).
(g)(9). Letter Agreement dated November 7, 1985, with attachments,
between Registrant and State Street Bank and Trust Company, on
behalf of Goldman Sachs - Institutional Liquid Assets,
authorizing State Street Bank and Trust Company to permit
redemption of units by check, filed as Exhibit 8(h). (Accession
No. 0000950130-98-000965).
(g)(10). Money Transfer Services Agreement dated November 14, 1985,
including attachment, between Registrant
4
<PAGE>
and State Street Bank and Trust Company, on behalf of Goldman
Sachs - Institutional Liquid Assets, pertaining to transfers of
funds on deposit with State Street Bank and Trust Company, filed
as Exhibit 8(i). (Accession No. 0000950130-98-000965).
(g)(11). Letter Agreement dated November 27, 1985 between Registrant and
State Street Bank and Trust Company, on behalf of Goldman Sachs -
Institutional Liquid Assets, amending the Custodian Agreement.
(Accession No. 0000950130-98-000965).
(g)(12). Letter Agreement dated July 22, 1986 between Registrant and State
Street Bank and Trust Company, on behalf of Goldman Sachs -
Institutional Liquid Assets, pertaining to a change in wire
charges. (Accession No. 0000950130-98-000965).
(g)(13). Letter Agreement dated June 20, 1987 between Registrant and State
Street Bank and Trust Company, on behalf of Goldman Sachs -
Institutional Liquid Assets, amending the Custodian Agreement.
(Accession No. 0000950130-98-000965).
(g)(14). Letter Agreement between Registrant and State Street Bank and
Trust Company, on behalf of Goldman Sachs - Institutional Liquid
Assets, pertaining to the latter's designation of Security
Pacific National Bank as its sub-custodian and certain other
matters. (Accession No. 0000950130-98-000965).
(g)(15). Amendment dated July 19, 1988 to the Custodian Agreement between
Registrant and State Street Bank and Trust Company, on behalf of
Goldman Sachs - Institutional Liquid Assets. (Accession No.
0000950130-98-000965).
(g)(16). Amendment dated December 19, 1988 to the Custodian Agreement
between Registrant and State Street Bank and Trust Company, on
behalf of Goldman Sachs - Institutional Liquid Assets. (Accession
No. 0000950130-98-000965).
(g)(17). Custodian Agreement dated April 6, 1990 between Registrant and
State Street Bank and Trust Company on behalf of Goldman Sachs
Capital Growth Fund. (Accession No. 0000950130-98-006081).
5
<PAGE>
(g)(18). Sub-Custodian Agreement dated March 29, 1983 between State Street
Bank and Trust Company and Bank of America, National Trust and
Savings Association on behalf of Goldman Sachs Institutional
Liquid Assets. (Accession No. 0000950130-98-006081).
(g)(19). Fee schedule dated January 8, 1999 relating to Custodian
Agreement dated April 6, 1990 between Registrant and State Street
Bank and Trust Company (Conservative Strategy
Portfolio)(Accession No. 0000950130-99-000742).
(g)(20). Fee schedule dated April 12, 1999 relating to Custodian Agreement
dated April 6, 1990 between Registrant and State Street Bank and
Trust Company (Strategic Growth and Growth Opportunities
Portfolios). (Accession No. 0000950109-99-002544)
(h)(1). Wiring Agreement dated June 20, 1987 among Goldman, Sachs & Co.,
State Street Bank and Trust Company and The Northern Trust
Company. (Accession No. 0000950130-98-000965).
(h)(2). Letter Agreement dated June 20, 1987 regarding use of checking
account between Registrant and The Northern Trust Company.
(Accession No. 0000950130-98-000965).
(h)(3). Transfer Agency Agreement dated July 15, 1991 between Registrant
and Goldman, Sachs & Co. (Accession No. 0000950130-95-002856).
(h)(4). Fee schedule relating to Transfer Agency Agreement between
Registrant on behalf of the Goldman Sachs Asset Allocation
Portfolios and Goldman, Sachs & Co. (Accession No. 0000950130-
97-004495).
(h)(7). Fee schedule dated July 31, 1998 relating to Transfer Agency
Agreement between Registrant and Goldman, Sachs & Co. on behalf
of all Funds of Goldman Sachs Trust other than the Institutional
Liquid Assets and Financial Square Money Market Funds.
(Accession No. 0000950130-98-004845).
(h)(8). Transfer Agency Agreement dated May 1, 1988 between Goldman Sachs
Institutional Liquid Assets and Goldman, Sachs & Co. (Accession
No. 0000950130-98-006081).
(h)(9). Fee Schedule dated July 31, 1998 relating to Transfer Agency
Agreement between Registrant and
6
<PAGE>
Goldman, Sachs & Co. on behalf of ILA Money Market Funds.
(Accession No. 0000950130-98-006081).
(h)(10). Transfer Agency Agreement dated April 30, 1997 between Registrant
and Goldman, Sachs & Co. on behalf of the Financial Square Funds.
(Accession No. 0000950130-98-006081).
(h)(11). Transfer Agency Agreement dated April 6, 1990 between GS-Capital
Growth Fund, Inc. and Goldman Sachs & Co. (Accession No.
0000950130-98-006081).
(h)(12). Goldman Sachs - Institutional Liquid Assets Administration Class
Administration Plan dated April 22, 1998. (Accession No.
0000950130-98-006081).
(h)(13). FST Administration Class Administration Plan dated April 22,
1998. (Accession No. 0000950130-98-006081).
(h)(14). Goldman Sachs - Institutional Liquid Assets Service Class Service
Plan dated April 22, 1998. (Accession No. 0000950130-98-006081).
(h)(15). FST Service Class Service Plan dated April 22, 1998. (Accession
No. 0000950130-98-006081).
(h)(16). FST Preferred Class Preferred Administration Plan dated April 22,
1998. (Accession No. 0000950130-98-006081).
(h)(17). Goldman Sachs Trust Administration Class Administration Plan
dated April 23, 1998. (Accession No. 0000950130-98-006081).
(h)(18). Goldman Sachs Trust Service Class Service Plan dated April 22,
1998 (Accession No. 0000950130-98-006081).
(h)(19). Cash Management Shares Service Plan dated May 1, 1998.
(Accession No. 0000950130-98-006081).
(h)(20). Form of Retail Service Agreement on behalf of Goldman Sachs Trust
relating to Class A Shares of Goldman Sachs Asset Allocation
Portfolios, Goldman Sachs Fixed Income Funds, Goldman Sachs
Domestic Equity Funds and Goldman Sachs International Equity
Funds. (Accession No. 0000950130-98-006081).
(h)(21). Form of Retail Service Agreement on behalf of Goldman Sachs Trust
relating to the Preferred
7
<PAGE>
Class, Administration Class, Service Class and Cash Management
Class, as applicable, of Goldman Sachs Financial Square Funds,
Goldman Sachs - International Liquid Asset Portfolios, Goldman
Sachs Fixed Income Funds, Goldman Sachs Domestic Equity Funds,
Goldman Sachs International Equity Funds and Goldman Sachs Asset
Allocation Portfolios. (Accession No. 0000950130-98-006081).
(h)(22). Form of Supplemental Service Agreement on behalf of Goldman Sachs
Trust relating to the Administrative Class, Service Class and
Cash Management Class of Goldman Sachs - Institutional Liquid
Assets Portfolios. (Accession No. 0000950130-98-006081).
(h)(23). Form of Supplemental Service Agreement on behalf of Goldman Sachs
Trust relating to the FST Shares, FST Preferred Shares, FST
Administration Shares and FST Service Shares of Goldman Sachs
Financial Square Funds. (Accession No. 0000950130-98-006081).
(i)(1). Opinion of Drinker, Biddle & Reath LLP. (With respect to the
Asset Allocation Portfolios). (Accession No. 0000950130-97-
004495).
(i)(2). Opinion of Morris, Nichols, Arsht & Tunnell. (Accession No.
0000950130-97-001846)
(i)(3). Opinion of Drinker Biddle & Reath LLP.(With respect to Japanese
Equity and International Small Cap). (Accession No. 0000950130-
98-003563).
(i)(4). Opinion of Drinker Biddle & Reath LLP. (With respect to Cash
Management Shares). (Accession No. 0000950130-98-003563)
(i)(5). Opinion of Drinker Biddle & Reath LLP. (With respect to the
European Equity Fund). (Accession No. 0000950130-98-006081).
(i)(6). Opinion of Drinker Biddle & Reath LLP. (With respect to the CORE
Large Cap Value Fund). (Accession No. 0000950130-98-006081).
(i)(7). Opinion of Drinker Biddle & Reath LLP (with respect to the
Conservative Strategy Portfolio) (Accession No. 0000950130-99-
001069).
(i)(8). Opinion of Drinker Biddle & Reath LLP (with respect to the
Strategic Growth and Growth
8
<PAGE>
Opportunities Portfolios). (Accession No. 0000950109-99-002544)
(j) None.
(k). Not applicable.
(l). Not applicable.
(m)(1). Class A Distribution and Service Plan amended and restated as of
September 1, 1998. (Accession No. 0000950130-98-004845)
(m)(2). Class B Distribution and Service Plan amended and restated as of
September 1, 1998. (Accession No. 0000950130-98-004845)
(m)(3). Class C Distribution and Service Plan amended and restated as of
September 1, 1998. (Accession No. 0000950130-98-004845)
(m)(4). Cash Management Shares Plan of Distribution pursuant to Rule 12b-
1 dated May 1, 1998. (Accession No. 0000950130-98-006081).
(n) None.
(o). Plan dated September 1, 1998 entered into by Registrant pursuant
to Rule 18f-3. (Accession No. 0000950130-98-004845)
(p)(1). Powers of Attorney of Messrs. Bakhru, Ford, Grip, Shuch, Smart,
Springer, Strubel, McNulty, Mosior, Gilman, Perlowski, Richman,
Surloff, Mmes. MacPherson, Mucker and Taylor. (Accession No.
0000950130-97-000805)
(p)(2). Powers of Attorney dated October 21, 1997 on behalf of James A.
Fitzpatrick and Valerie A. Zondorak. (Accession No. 0000950130-
98-000676)
The following exhibits relating to Goldman Sachs Trust are filed herewith
electronically pursuant to EDGAR rules:
(a)(11). Amendment No. 10 dated July 27, 1999 to Agreement and Declaration
of Trust as amended, dated January 28, 1997.
(a)(12). Amendment No. 11 dated July 27, 1999 to Agreement and Declaration
of Trust as amended, dated January 28, 1997.
9
<PAGE>
(a)(13). Form of Amendment No. 12 dated __________, 1999 to Agreement and
Declaration of Trust as amended, dated January 28, 1997.
(b)(2) Amended and restated by-laws of the Delaware business trust dated
January 28, 1997, as amended or restated July 27, 1999.
(d)(10). Amended Annex A dated July 27, 1999 to Management Agreement dated
April 30, 1997.
(d)(11). Form of Amended Annex A dated __________, 1999 to Management
Agreement dated April 30, 1997.
(e)(2). Distribution Agreement dated April 30, 1997 as amended July 27,
1999 between Registrant and Goldman, Sachs & Co.
(e)(3). Form of Distribution Agreement dated April 30, 1997 as amended
_______, 1999 between Registrant and Goldman, Sachs & Co.
(g)(21). Fee schedule dated July 19, 1999 relating to Custodian Agreement
dated April 6, 1990 between Registrant and State Street Bank and
Trust Company (Internet Tollkeeper Fund).
(h)(24) Fee Schedule dated July 31, 1998 relating to Transfer Agency
Agreement dated July 15, 1991 between the Registrant and Goldman,
Sachs & co. (Internet Tollkeeper Fund).
Consent of Arthur Andersen
Item 24. Persons Controlled by or Under Common Control with Registrant.
-------------------------------------------------------------
Not Applicable.
Item 25. Indemnification
---------------
Article IV of the Declaration of Trust of Goldman Sachs Trust, Delaware business
trust, provides for indemnification of the Trustees, officers and agents of the
Trust, subject to certain limitations. The Declaration of Trust is incorporated
by reference to Exhibit (a)(1).
The Management Agreement with each of the Funds (other than the ILA Portfolios)
provides that the applicable Investment Adviser will not be liable for any error
of judgment or mistake of law or for any loss suffered by a Fund, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
10
<PAGE>
the Investment Adviser or from reckless disregard by the Investment Adviser of
its obligations or duties under the Management Agreement. Section 7 of the
Management Agreement with respect to the ILA Portfolios provides that the ILA
Portfolios will indemnify the Adviser against certain liabilities; provided,
however, that such indemnification does not apply to any loss by reason of its
willful misfeasance, bad faith or gross negligence or the Adviser's reckless
disregard of its obligation under the Management Agreement. The Management
Agreements are incorporated by reference to Exhibits (d)(1) through (d)(7);
Section 9 of the Distribution Agreement between the Registrant and Goldman Sachs
dated April 30, 1997, as amended January 22, 1999 and Section 7 of the Transfer
Agency Agreements between the Registrant and Goldman, Sachs & Co. dated July 15,
1991, May 1, 1988, April 30, 1997 and April 6, 1990 each provide that the
Registrant will indemnify Goldman, Sachs & Co. against certain liabilities. A
copy of the Distribution Agreement is incorporated by reference to Exhibit
(e)(1). The Transfer Agency Agreements are incorporated by reference as Exhibits
(h)(3), (h)(8), (h)(10) and (h)(11), respectively, to the Registrant's
Registration Statement.
Mutual fund and Trustees and officers liability policies purchased jointly by
the Registrant, Trust for Credit Unions, Goldman Sachs Variable Insurance Trust
and The Commerce Funds insure such persons and their respective trustees,
partners, officers and employees, subject to the policies' coverage limits and
exclusions and varying deductibles, against loss resulting from claims by reason
of any act, error, omission, misstatement, misleading statement, neglect or
breach of duty.
Item 26. Business and Other Connections of Investment Adviser.
----------------------------------------------------
The business and other connections of the officers and Managing Directors of
Goldman, Sachs & Co., Goldman Sachs Funds Management, L.P., and Goldman Sachs
Asset Management International are listed on their respective Forms ADV as
currently filed with the Commission (File Nos. 801-16048, 801-37591 and 801-
38157, respectively) the texts of which are hereby incorporated by reference.
Item 27. Principal Underwriters.
----------------------
(a) Goldman, Sachs & Co. or an affiliate or a division thereof currently serves
as investment adviser and distributor of the units of Trust for Credit Unions,
for shares of Goldman Sachs Trust and for shares of Goldman Sachs Variable
Insurance Trust. Goldman, Sachs & Co., or a division thereof currently serves as
administrator and distributor of the units or shares of The Commerce Funds.
11
<PAGE>
(b) Set forth below is certain information pertaining to the Managing Directors
of Goldman, Sachs & Co., the Registrant's principal underwriter, who are members
of Goldman, Sachs & Co.'s Management Committee. None of the members of the
management committee holds a position or office with the Registrant, except John
P. McNulty who is a trustee of the Registrant.
GOLDMAN SACHS MANAGEMENT COMMITTEE
<TABLE>
<CAPTION>
Name and Principal
Business Address Position
- -------------------- --------
<S> <C>
Henry M. Paulson, Jr. (1) Chairman and Chief Executive Officer
Robert J. Hurst (1) Vice Chairman
John A. Thain (1)(3) President and Co-Chief Operating Officer
John L. Thornton (3) President and Co-Chief Operating Officer
Lloyd C. Blankfein (1) Managing Director
Richard A. Friedman (1) Managing Director
Steven M. Heller (1) Managing Director
Robert S. Kaplan (1) Managing Director
Robert J. Katz (1) Managing Director
John P. McNulty (2) Managing Director
Michael P. Mortara (1) Managing Director
Daniel M. Neidich (1) Managing Director
Robin Neustein (2) Managing Director
Mark Schwartz (4) Managing Director
Robert K. Steel (2) Managing Director
Leslie C. Tortora (2) Managing Director
Patrick J. Ward (3) Managing Director
Gregory K. Palm (1) Counsel and Managing Director
</TABLE>
_______________________
12
<PAGE>
(1) 85 Broad Street, New York, NY 10004
(2) One New York Plaza, New York, NY 10004
(3) Peterborough Court, 133 Fleet Street, London EC4A 2BB, England
(4) ARK Mori Building, 12-32 Akasaka I-Chome Minato-KY,
Tokyo 107-6019, Japan
(c) Not Applicable.
Item 28. Location of Accounts and Records.
--------------------------------
The Declaration of Trust, By-laws and minute books of the Registrant and certain
investment adviser records are in the physical possession of Goldman Sachs Asset
Management, One New York Plaza, New York, New York 10004. All other accounts,
books and other documents required to be maintained under Section 31(a) of the
Investment Company Act of 1940 and the Rules promulgated thereunder are in the
physical possession of State Street Bank and Trust Company, P.O. Box 1713,
Boston, Massachusetts 02105 except for certain transfer agency records which are
maintained by Goldman, Sachs & Co., 4900 Sears Tower, Chicago, Illinois 60606.
Item 29. Management Services
-------------------
Not applicable.
Item 30. Undertakings
------------
Not applicable.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it has duly caused this Post-
Effective Amendment No. 56 to its Registration Statement to be signed on its
behalf by the undersigned, duly authorized, in the City and State of New York on
the 16th day of September, 1999.
GOLDMAN SACHS TRUST
(A Delaware business trust)
By: /s/Michael J. Richman
---------------------
Michael J. Richman
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to said Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
- ---- ------ ----
<S> <C> <C>
*Douglas C. Grip President and September 16, 1999
- ----------------
Douglas C. Grip Trustee
*John M. Perlowski Principal Accounting September 16, 1999
- ------------------
John M. Perlowski Officer And Principal
Financial Officer
*David B. Ford Trustee September 16, 1999
- --------------
David B. Ford
*Mary Patterson McPherson Trustee September 16, 1999
- -------------------------
Mary Patterson McPherson
*Ashok N. Bakhru Chairman and Trustee September 16, 1999
- ----------------
Ashok N. Bakhru
*Alan A. Shuch Trustee September 16, 1999
- --------------
Alan A. Shuch
*Jackson W. Smart Trustee September 16, 1999
- -----------------
Jackson W. Smart, Jr.
*John P. McNulty Trustee September 16, 1999
- ----------------
John P. McNulty
*William H. Springer Trustee September 16, 1999
- --------------------
William H. Springer
*Richard P. Strubel Trustee September 16, 1999
- -------------------
Richard P. Strubel
</TABLE>
*By:/s/ Michael J. Richman
----------------------
Michael J. Richman,
Attorney-In-Fact
* Pursuant to a power of attorney previously filed.
14
<PAGE>
EXHIBIT INDEX
(a)(11). Amendment No. 10 dated July 27, 1999 to Agreement and Declaration
of Trust as amended, dated January 28, 1997.
(a)(12). Amendment No. 11 dated July 27, 1999 to Agreement and Declaration
of Trust as amended, dated January 28, 1997.
(a)(13). Form of Amendment No. 12 dated __________, 1999 to Agreement and
Declaration of Trust as amended, dated January 28, 1997.
(b)(2) Amended and restated by-laws of the Delaware business trust dated
January 28, 1997, as amended or restated July 27, 1999.
(d)(10). Amended Annex A dated July 27, 1999 to Management Agreement dated
April 30, 1997.
(d)(11). Form of Amended Annex A dated __________, 1999 to Management
Agreement dated April 30, 1997.
(e)(2). Distribution Agreement dated April 30, 1997 as amended July 27,
1999 between Registrant and Goldman, Sachs & Co.
(e)(3). Form of Distribution Agreement dated April 30, 1997 as amended
_______, 1999 between Registrant and Goldman, Sachs & Co.
(g)(21). Fee schedule dated July 19, 1999 relating to Custodian Agreement
dated April 6, 1990 between Registrant and State Street Bank and
charter) Trust Company (Internet Tollkeeper Fund).
(h)(24) Fee Schedule dated July 31, 1998 relating to Transfer Agency
Agreement dated July 15, 1991 between the Registrant and Goldman,
Sachs & co. (Internet Tollkeeper Fund).
(J) Consent of Arthur Andersen
<PAGE>
Exhibit 99(a)(11)
AMENDMENT NO. 10
TO THE
DECLARATION OF TRUST
OF
GOLDMAN SACHS TRUST
This AMENDMENT NO. 10 dated the 27th day July, 1999 to the AGREEMENT
AND DECLARATION OF TRUST (the "Declaration"), as amended, dated the 28th day of
January, 1997 is made by the Trustees name below;
WHEREAS, the Trustees have established a trust for the
investment and reinvestment of funds contributed thereto;
WHEREAS, the Trustees divided the beneficial interest in the
trust assets into transferable shares of beneficial interest and divided such
shares of beneficial interest into separate Series;
WHEREAS, the Trustees desire to create new Series and
designate new Classes of shares;
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements contained herein, the undersigned, being all of the Trustees of the
Trust and acting in accordance with Article V, Section 1 of the Declaration,
hereby amend the Declaration as follows:
The Trust shall consist of one or more Series. Without limiting the
authority of the Trustees to establish and designate any further
Series, the Trustees hereby establish the following 51 Series: Goldman
Sachs Adjustable Rate Government Fund, Goldman Sachs Short Duration
Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman
Sachs Core Fixed Income Fund, Goldman Sachs Global Income Fund, Goldman
Sachs Government Income Fund, Goldman Sachs Municipal Income Fund,
Goldman Sachs High Yield Fund, Goldman Sachs Balanced Fund, Goldman
Sachs CORE Large Cap Growth Fund, Goldman Sachs CORE U.S. Equity Fund,
Goldman Sachs CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs Growth and Income Fund,
Goldman Sachs Capital Growth Fund, Goldman Sachs Mid Cap Value Fund,
Goldman Sachs Small Cap Value Fund, Goldman Sachs International Equity
Fund, Goldman Sachs Asia Growth Fund, Goldman Sachs Emerging Markets
Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs
International Small Cap Fund, Goldman Sachs Japanese Equity Fund,
Goldman Sachs European Equity Fund, Goldman Sachs CORE Large Cap Value
Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth
Opportunities Fund, Goldman Sachs Internet Tollkeeper Fund, Goldman
Sachs Growth Strategy Portfolio, Goldman Sachs Aggressive Growth
Strategy Portfolio, Goldman Sachs Balanced Strategy Portfolio, Goldman
Sachs Growth and Income Strategy Portfolio, Goldman Sachs Conservative
Strategy Portfolio, Institutional Liquid Assets--Prime Obligations
Portfolio, Institutional Liquid Assets-Government Portfolio,
Institutional Liquid Assets-Treasury Obligations Portfolio,
Institutional Liquid Assets-Money Market Portfolio, Institutional
Liquid Assets-Federal Portfolio, Institutional Liquid Assets-Treasury
Instruments Portfolio, Institutional Liquid Assets-Tax-Exempt
Diversified Portfolio, Institutional Liquid Assets-Tax-Exempt New York
Portfolio, Institutional Liquid Assets-Tax-Exempt California Portfolio,
Goldman Sachs-Financial Square Prime Obligations Fund, Goldman
Sachs-Financial Square Government
<PAGE>
Fund, Goldman Sachs-Financial Square Treasury Obligations Fund, Goldman
Sachs-Financial Square Money Market Fund, Goldman Sachs-Financial
Square Premium Money Market Fund, Goldman Sachs-Financial Square
Municipal Money Market Fund, Goldman Sachs-Financial Square Tax-Free
Money Market Fund, Goldman Sachs-Financial Square Federal Fund, and
Goldman Sachs-Financial Square Treasury Instruments Fund (the "Existing
Series"). Each additional Series shall be established and is effective
upon the adoption of a resolution of a majority of the Trustees or any
alternative date specified in such resolution. The Trustees may
designate the relative rights and preferences of the Shares of each
Series. The Trustees may divide the Shares of any Series into Classes.
Without limiting the authority of the Trustees to establish and
designate any further Classes, the Trustees hereby establish the
following classes of shares with respect to the series set forth below:
Class A Shares: Goldman Sachs Adjustable Rate Government Fund,
Goldman Sachs Global Income Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs High Yield Fund, Goldman
Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund, Goldman Sachs Core
Fixed Income Fund, Goldman Sachs Balanced Fund,
Goldman Sachs CORE U.S. Equity Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs CORE Large
Cap Growth Fund, Goldman Sachs Growth and Income
Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
Capital Growth Fund, Goldman Sachs Small Cap Value
Fund, Goldman Sachs International Equity Fund,
Goldman Sachs Emerging Markets Equity Fund, Goldman
Sachs Asia Growth Fund, Goldman Sachs Real Estate
Securities Fund, Goldman Sachs International Small
Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman
Sachs European Equity Fund, Goldman Sachs CORE Large
Cap Value Fund, Goldman Sachs Strategic Growth Fund,
Goldman Sachs Growth Opportunities Fund, Goldman
Sachs Internet Tollkeeper Fund, Goldman Sachs Growth
Strategy Portfolio, Goldman Sachs Aggressive Growth
Strategy Portfolio, Goldman Sachs Balanced Strategy
Portfolio, Goldman Sachs Growth and Income Strategy
Portfolio, Goldman Sachs Conservative Strategy
Portfolio.
Class B Shares Goldman Sachs Global Income Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs High Yield Fund, Goldman
Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund, Goldman Sachs Core
Fixed Income Fund, Goldman Sachs Balanced Fund,
Goldman Sachs CORE U.S. Equity Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs CORE Large
Cap Growth Fund, Goldman Sachs Growth and Income
Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
Capital Growth Fund, Goldman Sachs Small Cap Value
Fund, Goldman Sachs International Equity Fund,
Goldman Sachs Emerging Markets Equity Fund, Goldman
Sachs Asia Growth Fund, Goldman Sachs International
Small Cap Fund, Goldman Sachs Japanese Equity Fund,
Goldman Sachs CORE Large Cap Value Fund, Goldman
Sachs Growth Opportunities Fund, Goldman Sachs
Strategic Growth Fund, Goldman Sachs Internet
Tollkeeper Fund, Institutional Liquid Assets Prime
Obligations Portfolio, Goldman Sachs Real Estate
Securities Fund, Goldman Sachs European Equity Fund,
Goldman Sachs Growth Strategy Portfolio, Goldman
Sachs Aggressive Growth Strategy Portfolio, Goldman
Sachs Balanced Strategy Portfolio, Goldman Sachs
Growth and Income Strategy Portfolio, Goldman Sachs
Conservative Strategy Portfolio.
Class C Shares Goldman Sachs Global Income Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs High Yield Fund, Goldman
Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund, Goldman Sachs Core
Fixed Income Fund, Goldman Sachs Balanced Fund,
Goldman Sachs CORE U.S. Equity Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs CORE Large
Cap Growth Fund, Goldman Sachs Growth and Income
Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
Capital Growth Fund, Goldman Sachs Small Cap Value
Fund, Goldman Sachs International Equity
<PAGE>
Fund, Goldman Sachs Emerging Markets Equity Fund,
Goldman Sachs Asia Growth Fund, Goldman Sachs
International Small Cap Fund, Goldman Sachs Japanese
Equity Fund, Institutional Liquid Assets Prime
Obligations Portfolio, Goldman Sachs Real Estate
Securities Fund, Goldman Sachs European Equity Fund,
Goldman Sachs CORE Large Cap Value Fund, Goldman
Sachs Strategic Growth Fund, Goldman Sachs Growth
Opportunities Fund, Goldman Sachs Internet Tollkeeper
Fund, Goldman Sachs Growth Strategy Portfolio,
Goldman Sachs Aggressive Growth Strategy Portfolio,
Goldman Sachs Balanced Strategy Portfolio, Goldman
Sachs Growth and Income Strategy Portfolio, Goldman
Sachs Conservative Strategy Portfolio.
Institutional Shares: Goldman Sachs Adjustable Rate Government Fund,
Goldman Sachs Short Duration Government Fund, Goldman
Sachs Short Duration Tax-Free Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs Core Fixed Income Fund,
Goldman Sachs Global Income Fund, Goldman Sachs High
Yield Fund, Goldman Sachs Balanced Fund, Goldman
Sachs Small Cap Value Fund, Goldman Sachs Capital
Growth Fund, Goldman Sachs CORE Large Cap Growth
Fund, Goldman Sachs CORE U.S. Equity Fund, Goldman
Sachs CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs Growth and
Income Fund, Goldman Sachs Mid Cap Value Fund,
Goldman Sachs International Equity Fund, Goldman
Sachs Emerging Markets Equity Fund, Goldman Sachs
Asia Growth Fund, Goldman Sachs International Small
Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman
Sachs Real Estate Securities Fund, Goldman Sachs
European Equity Fund, Goldman Sachs CORE Large Cap
Value Fund, Goldman Sachs Growth Opportunities Fund,
Goldman Sachs Strategic Growth Fund, Goldman Sachs
Internet Tollkeeper Fund, Goldman Sachs-Financial
Square Prime Obligations Fund, Goldman
Sachs-Financial Square Government Fund, Goldman
Sachs-Financial Square Treasury Obligations Fund,
Goldman Sachs-Financial Square Money Market Fund,
Goldman Sachs-Financial Square Premium Money Market
Fund, Goldman Sachs-Financial Square Municipal Money
Market Fund, Goldman Sachs-Financial Square Tax-Free
Money Market Fund, Goldman Sachs-Financial Square
Federal Fund, Goldman Sachs-Financial Square Treasury
Instruments Fund, Institutional Liquid Assets-Prime
Obligations Portfolio, Institutional Liquid
Assets-Government Portfolio, Institutional Liquid
Assets-Treasury Obligations Portfolio, Institutional
Liquid Assets-Money Market Portfolio, Institutional
Liquid Assets-Federal Portfolio, Institutional Liquid
Assets-Treasury Instruments Portfolio, Institutional
Liquid Assets-Tax-Exempt Diversified Portfolio,
Institutional Liquid Assets-Tax-Exempt New York
Portfolio, Institutional Liquid Assets-Tax-Exempt
California Portfolio, Goldman Sachs Growth Strategy
Portfolio, Goldman Sachs Aggressive Growth Strategy
Portfolio, Goldman Sachs Balanced Strategy Portfolio,
Goldman Sachs Growth and Income Strategy Portfolio,
Goldman Sachs Conservative Strategy Portfolio.
Service Shares: Goldman Sachs Adjustable Rate Government Fund,
Goldman Sachs Short Duration Government Fund, Goldman
Sachs Short Duration Tax-Free Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs Core Fixed Income Fund,
Goldman Sachs Global Income Fund, Goldman Sachs High
Yield Fund, Goldman Sachs Balanced Fund, Goldman
Sachs Small Cap Value Fund, Goldman Sachs Capital
Growth Fund, Goldman Sachs CORE U.S. Equity Fund,
Goldman Sachs CORE Large Cap Growth Fund, Goldman
Sachs CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs Growth and
Income Fund, Goldman Sachs Mid Cap Value Fund,
Goldman Sachs International Equity Fund, Goldman
Sachs Emerging Markets Equity Fund, Goldman Sachs
Asia Growth Fund, Goldman Sachs International Small
Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman
Sachs Real Estate Securities Fund, Goldman Sachs
European Equity Fund, Goldman Sachs CORE Large Cap
Value Fund, Goldman Sachs Strategic Growth Fund,
Goldman Sachs Growth Opportunities Fund, Goldman
Sachs Internet Tollkeeper Fund, Goldman
Sachs-Financial
<PAGE>
Square Prime Obligations Fund, Goldman
Sachs-Financial Square Government Fund, Goldman
Sachs-Financial Square Treasury Obligations Fund,
Goldman Sachs-Financial Square Money Market Fund,
Goldman Sachs-Financial Square Premium Money Market
Fund, Goldman Sachs-Financial Square Municipal Money
Market Fund, Goldman Sachs-Financial Square Tax-Free
Money Market Fund, Goldman Sachs-Financial Square
Federal Fund, Goldman Sachs-Financial Square Treasury
Instruments Fund, Institutional Liquid Assets-Prime
Obligations Portfolio, Institutional Liquid
Assets-Government Portfolio, Institutional Liquid
Assets-Treasury Obligations Portfolio, Institutional
Liquid Assets-Money Market Portfolio, Institutional
Liquid Assets-Federal Portfolio, Institutional Liquid
Assets-Treasury Instruments Portfolio, Institutional
Liquid Assets-Tax-Exempt Diversified Portfolio,
Institutional Liquid Assets-Tax-Exempt New York
Portfolio, Institutional Liquid Assets-Tax-Exempt
California Portfolio, Goldman Sachs Growth Strategy
Portfolio, Goldman Sachs Aggressive Growth Strategy
Portfolio, Goldman Sachs Balanced Strategy Portfolio,
Goldman Sachs Growth and Income Strategy Portfolio,
Goldman Sachs Conservative Strategy Portfolio.
Administration Shares: Goldman Sachs-Financial Square Prime Obligations
Fund, Goldman Sachs-Financial Square Government Fund,
Goldman Sachs-Financial Square Treasury Obligations
Fund, Goldman Sachs-Financial Square Money Market
Fund, Goldman Sachs-Financial Square Premium Money
Market Fund, Goldman Sachs-Financial Square Municipal
Money Market Fund, Goldman Sachs-Financial Square
Tax-Free Money Market Fund, Goldman Sachs-Financial
Square Federal Fund, Goldman Sachs-Financial Square
Treasury Instruments Fund, Institutional Liquid
Assets-Prime Obligations Portfolio, Institutional
Liquid Assets-Government Portfolio, Institutional
Liquid Assets-Treasury Obligations Portfolio,
Institutional Liquid Assets-Money Market Portfolio,
Institutional Liquid Assets-Federal Portfolio,
Institutional Liquid Assets-Treasury Instruments
Portfolio, Institutional Liquid Assets-Tax-Exempt
Diversified Portfolio, Institutional Liquid
Assets-Tax- Exempt New York Portfolio and
Institutional Liquid Assets-Tax-Exempt California
Portfolio.
Preferred
Administration Shares: Goldman Sachs-Financial Square Prime Obligations
Fund, Goldman Sachs-Financial Square Government Fund,
Goldman Sachs-Financial Square Treasury Obligations
Fund, Goldman Sachs-Financial Square Money Market
Fund, Goldman Sachs-Financial Square Premium Money
Market Fund, Goldman Sachs-Financial Square Municipal
Money Market Fund, Goldman Sachs-Financial Square
Tax-Free Money Market Fund, Goldman Sachs-Financial
Square Federal Fund and Goldman Sachs-Financial
Square Treasury Instruments Fund.
Cash Management
Shares: Institutional Liquid Assets-Prime Obligations
Portfolio, Institutional Liquid Assets-Money Market
Portfolio, Institutional Liquid Assets-Government
Portfolio, Institutional Liquid Assets-Tax-Exempt
Diversified Portfolio, Institutional Liquid
Assets-Tax-Exempt California Portfolio, Institutional
Liquid Assets-Tax-Exempt New York Portfolio.
All capitalized terms which are not defined herein shall have the same
meanings as are assigned to those terms in the Declaration.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date first written above.
/s/ Ashok N. Bakhru
-----------------------------------------
Ashok N. Bakhru,
as Trustee and not individually
/s/ David B. Ford
----------------------------------------
David B. Ford,
as Trustee and not individually
/s/ Douglas Grip
----------------------------------------
Douglas Grip,
as Trustee and not individually
/s/ John P. McNulty
----------------------------------------
John P. McNulty,
as Trustee and not individually,
/s/ Mary P. McPherson
----------------------------------------
Mary P. McPherson
as Trustee and not individually,
/s/ Alan A. Shuch
----------------------------------------
Alan A. Shuch
as Trustee and not individually,
/s/ Jackson W. Smart, Jr.
----------------------------------------
Jackson W. Smart, Jr.
as Trustee and not individually,
/s/ William H. Springer
----------------------------------------
William H. Springer
as Trustee and not individually,
/s/ Richard P. Strubel
----------------------------------------
Richard P. Strubel
as Trustee and not individually,
<PAGE>
Exhibit (a)(12)
AMENDMENT NO. 11
TO THE
DECLARATION OF TRUST
OF
GOLDMAN SACHS TRUST
This AMENDMENT NO. 11 dated as of the 27th day of July, 1999 to the
AGREEMENT AND DECLARATION OF TRUST (the "Declaration"), as amended, dated the
28th day of January, 1997 of Goldman Sachs Trust (the "Trust") is made by the
Trustees named below:
WHEREAS, the Trustees have established a trust for the
investment and reinvestment of funds contributed thereto;
WHEREAS, the Trustees have divided the beneficial interest in
the trust assets into transferable shares of beneficial interest and divided
such shares of beneficial interest into separate Series and Classes; and
WHEREAS, at a meeting held on April 28, 1999 the Trustees
determined that the continuation of the Administration Classes of the Series
listed below was not in the best interest of the Trust, the Administration
Classes or their shareholders and that such Administration Classes should be
terminated and abolished after appropriate notice to the shareholders of such
Classes as of a date set by the President of the Trust;
NOW THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, hereby amend the Declaration by terminating and abolishing as of July __,
1999 the Administration Class of each of the Goldman Sachs Adjustable Rate
Government Fund, Goldman Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund and Goldman Sachs Core Fixed Income Fund.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date first written above.
/s/ Ashok N. Bakhru
-------------------------------
Ashok N. Bakhru,
as Trustee and not individually
/s/ David B. Ford
-------------------------------
David B. Ford,
as Trustee and not individually
<PAGE>
/s/ Douglas Grip
-------------------------------
Douglas Grip,
as Trustee and not individually
/s/ John P. McNulty
-------------------------------
John P. McNulty,
as Trustee and not individually
/s/ Mary P. McPherson
-------------------------------
Mary P. McPherson,
as Trustee and not individually
/s/ Alan A. Shuch
-------------------------------
Alan A. Shuch,
as Trustee and not individually
/s/ Jackson W. Smart
-------------------------------
Jackson W. Smart,
as Trustee and not individually
/s/ William H. Springer
-------------------------------
William H. Springer,
as Trustee and not individually
/s/ Richard P. Strubel
-------------------------------
Richard P. Strubel,
as Trustee and not individually
-2-
<PAGE>
Exhibit (a)(13)
FORM OF
AMENDMENT NO. 12
TO THE
DECLARATION OF TRUST
OF
GOLDMAN SACHS TRUST
This AMENDMENT NO. 12 dated the __th day _______, 1999 to the AGREEMENT
AND DECLARATION OF TRUST (the "Declaration"), as amended, dated the 28th day of
January, 1997 is made by the Trustees name below;
WHEREAS, the Trustees have established a trust for the
investment and reinvestment of funds contributed thereto;
WHEREAS, the Trustees divided the beneficial interest in the
trust assets into transferable shares of beneficial interest and divided such
shares of beneficial interest into separate Series;
WHEREAS, the Trustees desire to create new Series and
designate new Classes of shares;
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements contained herein, the undersigned, being all of the Trustees of the
Trust and acting in accordance with Article V, Section 1 of the Declaration,
hereby amend the Declaration as follows:
The Trust shall consist of one or more Series. Without limiting the
authority of the Trustees to establish and designate any further
Series, the Trustees hereby establish the following 52 Series: Goldman
Sachs Adjustable Rate Government Fund, Goldman Sachs Short Duration
Government Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman
Sachs Core Fixed Income Fund, Goldman Sachs Global Income Fund, Goldman
Sachs Government Income Fund, Goldman Sachs Municipal Income Fund,
Goldman Sachs High Yield Fund, Goldman Sachs Balanced Fund, Goldman
Sachs CORE Large Cap Growth Fund, Goldman Sachs CORE U.S. Equity Fund,
Goldman Sachs CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs Growth and Income Fund,
Goldman Sachs Capital Growth Fund, Goldman Sachs Mid Cap Value Fund,
Goldman Sachs Small Cap Value Fund, Goldman Sachs International Equity
Fund, Goldman Sachs Asia Growth Fund, Goldman Sachs Emerging Markets
Equity Fund, Goldman Sachs Real Estate Securities Fund, Goldman Sachs
International Small Cap Fund, Goldman Sachs Japanese Equity Fund,
Goldman Sachs European Equity Fund, Goldman Sachs CORE Large Cap Value
Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs Growth
Opportunities Fund, Goldman Sachs Internet Tollkeeper Fund, Goldman
Sachs Large Cap Value Fund, Goldman Sachs Growth Strategy Portfolio,
Goldman Sachs Aggressive Growth Strategy Portfolio, Goldman Sachs
Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy
Portfolio, Goldman Sachs Conservative Strategy Portfolio, Institutional
Liquid Assets- - Prime Obligations Portfolio, Institutional Liquid
Assets-Government Portfolio, Institutional Liquid Assets-Treasury
Obligations Portfolio, Institutional Liquid Assets-Money Market
Portfolio, Institutional Liquid Assets-Federal Portfolio, Institutional
Liquid Assets-Treasury Instruments Portfolio, Institutional Liquid
Assets-Tax-Exempt Diversified Portfolio, Institutional Liquid
Assets-Tax-Exempt New York Portfolio,
<PAGE>
Institutional Liquid Assets-Tax-Exempt California Portfolio, Goldman
Sachs-Financial Square Prime Obligations Fund, Goldman Sachs-Financial
Square Government Fund, Goldman Sachs-Financial Square Treasury
Obligations Fund, Goldman Sachs-Financial Square Money Market Fund,
Goldman Sachs-Financial Square Premium Money Market Fund, Goldman
Sachs-Financial Square Municipal Money Market Fund, Goldman
Sachs-Financial Square Tax-Free Money Market Fund, Goldman
Sachs-Financial Square Federal Fund, and Goldman Sachs-Financial Square
Treasury Instruments Fund (the "Existing Series"). Each additional
Series shall be established and is effective upon the adoption of a
resolution of a majority of the Trustees or any alternative date
specified in such resolution. The Trustees may designate the relative
rights and preferences of the Shares of each Series. The Trustees may
divide the Shares of any Series into Classes. Without limiting the
authority of the Trustees to establish and designate any further
Classes, the Trustees hereby establish the following classes of shares
with respect to the series set forth below:
Class A Shares: Goldman Sachs Adjustable Rate Government Fund,
Goldman Sachs Global Income Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs High Yield Fund, Goldman
Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund, Goldman Sachs Core
Fixed Income Fund, Goldman Sachs Balanced Fund,
Goldman Sachs CORE U.S. Equity Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs CORE Large
Cap Growth Fund, Goldman Sachs Growth and Income
Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
Capital Growth Fund, Goldman Sachs Small Cap Value
Fund, Goldman Sachs International Equity Fund,
Goldman Sachs Emerging Markets Equity Fund, Goldman
Sachs Asia Growth Fund, Goldman Sachs Real Estate
Securities Fund, Goldman Sachs International Small
Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman
Sachs European Equity Fund, Goldman Sachs CORE Large
Cap Value Fund, Goldman Sachs Strategic Growth Fund,
Goldman Sachs Growth Opportunities Fund, Goldman
Sachs Internet Tollkeeper Fund, Goldman Sachs Large
Cap Value Fund, Goldman Sachs Growth Strategy
Portfolio, Goldman Sachs Aggressive Growth Strategy
Portfolio, Goldman Sachs Balanced Strategy Portfolio,
Goldman Sachs Growth and Income Strategy Portfolio,
Goldman Sachs Conservative Strategy Portfolio.
Class B Shares Goldman Sachs Global Income Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs High Yield Fund, Goldman
Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund, Goldman Sachs Core
Fixed Income Fund, Goldman Sachs Balanced Fund,
Goldman Sachs CORE U.S. Equity Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs CORE Large
Cap Growth Fund, Goldman Sachs Growth and Income
Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
Capital Growth Fund, Goldman Sachs Small Cap Value
Fund, Goldman Sachs International Equity Fund,
Goldman Sachs Emerging Markets Equity Fund, Goldman
Sachs Asia Growth Fund, Goldman Sachs International
Small Cap Fund, Goldman Sachs Japanese Equity Fund,
Goldman Sachs CORE Large Cap Value Fund, Goldman
Sachs Growth Opportunities Fund, Goldman Sachs
Strategic Growth Fund, Goldman Sachs Internet
Tollkeeper Fund, Goldman Sachs Large Cap Value Fund,
Institutional Liquid Assets Prime Obligations
Portfolio, Goldman Sachs Real Estate Securities Fund,
Goldman Sachs European Equity Fund, Goldman Sachs
Growth Strategy Portfolio, Goldman Sachs Aggressive
Growth Strategy Portfolio, Goldman Sachs Balanced
Strategy Portfolio, Goldman Sachs Growth and Income
Strategy Portfolio, Goldman Sachs Conservative
Strategy Portfolio.
Class C Shares Goldman Sachs Global Income Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs High Yield Fund, Goldman
Sachs Short Duration Government Fund, Goldman Sachs
Short Duration Tax-Free Fund, Goldman Sachs Core
Fixed Income Fund, Goldman Sachs Balanced Fund,
Goldman Sachs CORE U.S. Equity Fund, Goldman Sachs
CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs CORE Large
Cap Growth Fund, Goldman Sachs
<PAGE>
Growth and Income Fund, Goldman Sachs Mid Cap Value
Fund, Goldman Sachs Capital Growth Fund, Goldman
Sachs Small Cap Value Fund, Goldman Sachs
International Equity Fund, Goldman Sachs Emerging
Markets Equity Fund, Goldman Sachs Asia Growth Fund,
Goldman Sachs International Small Cap Fund, Goldman
Sachs Japanese Equity Fund, Institutional Liquid
Assets Prime Obligations Portfolio, Goldman Sachs
Real Estate Securities Fund, Goldman Sachs European
Equity Fund, Goldman Sachs CORE Large Cap Value Fund,
Goldman Sachs Strategic Growth Fund, Goldman Sachs
Growth Opportunities Fund, Goldman Sachs Internet
Tollkeeper Fund, Goldman Sachs Large Cap Value Fund,
Goldman Sachs Growth Strategy Portfolio, Goldman
Sachs Aggressive Growth Strategy Portfolio, Goldman
Sachs Balanced Strategy Portfolio, Goldman Sachs
Growth and Income Strategy Portfolio, Goldman Sachs
Conservative Strategy Portfolio.
Institutional Shares: Goldman Sachs Adjustable Rate Government Fund,
Goldman Sachs Short Duration Government Fund, Goldman
Sachs Short Duration Tax-Free Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs Core Fixed Income Fund,
Goldman Sachs Global Income Fund, Goldman Sachs High
Yield Fund, Goldman Sachs Balanced Fund, Goldman
Sachs Small Cap Value Fund, Goldman Sachs Capital
Growth Fund, Goldman Sachs CORE Large Cap Growth
Fund, Goldman Sachs CORE U.S. Equity Fund, Goldman
Sachs CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs Growth and
Income Fund, Goldman Sachs Mid Cap Value Fund,
Goldman Sachs International Equity Fund, Goldman
Sachs Emerging Markets Equity Fund, Goldman Sachs
Asia Growth Fund, Goldman Sachs International Small
Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman
Sachs Real Estate Securities Fund, Goldman Sachs
European Equity Fund, Goldman Sachs CORE Large Cap
Value Fund, Goldman Sachs Growth Opportunities Fund,
Goldman Sachs Strategic Growth Fund, Goldman Sachs
Internet Tollkeeper Fund, Goldman Sachs Large Cap
Value Fund, Goldman Sachs-Financial Square Prime
Obligations Fund, Goldman Sachs-Financial Square
Government Fund, Goldman Sachs-Financial Square
Treasury Obligations Fund, Goldman Sachs-Financial
Square Money Market Fund, Goldman Sachs-Financial
Square Premium Money Market Fund, Goldman
Sachs-Financial Square Municipal Money Market Fund,
Goldman Sachs-Financial Square Tax-Free Money Market
Fund, Goldman Sachs-Financial Square Federal Fund,
Goldman Sachs-Financial Square Treasury Instruments
Fund, Institutional Liquid Assets-Prime Obligations
Portfolio, Institutional Liquid Assets-Government
Portfolio, Institutional Liquid Assets-Treasury
Obligations Portfolio, Institutional Liquid
Assets-Money Market Portfolio, Institutional Liquid
Assets-Federal Portfolio, Institutional Liquid
Assets-Treasury Instruments Portfolio, Institutional
Liquid Assets-Tax-Exempt Diversified Portfolio,
Institutional Liquid Assets-Tax-Exempt New York
Portfolio, Institutional Liquid Assets-Tax-Exempt
California Portfolio, Goldman Sachs Growth Strategy
Portfolio, Goldman Sachs Aggressive Growth Strategy
Portfolio, Goldman Sachs Balanced Strategy Portfolio,
Goldman Sachs Growth and Income Strategy Portfolio,
Goldman Sachs Conservative Strategy Portfolio.
Service Shares: Goldman Sachs Adjustable Rate Government Fund,
Goldman Sachs Short Duration Government Fund, Goldman
Sachs Short Duration Tax-Free Fund, Goldman Sachs
Government Income Fund, Goldman Sachs Municipal
Income Fund, Goldman Sachs Core Fixed Income Fund,
Goldman Sachs Global Income Fund, Goldman Sachs High
Yield Fund, Goldman Sachs Balanced Fund, Goldman
Sachs Small Cap Value Fund, Goldman Sachs Capital
Growth Fund, Goldman Sachs CORE U.S. Equity Fund,
Goldman Sachs CORE Large Cap Growth Fund, Goldman
Sachs CORE Small Cap Equity Fund, Goldman Sachs CORE
International Equity Fund, Goldman Sachs Growth and
Income Fund, Goldman Sachs Mid Cap Value Fund,
Goldman Sachs International Equity Fund, Goldman
Sachs Emerging Markets Equity Fund, Goldman Sachs
Asia Growth Fund, Goldman Sachs International Small
Cap Fund, Goldman Sachs Japanese Equity Fund, Goldman
Sachs Real Estate Securities Fund, Goldman Sachs
European Equity Fund, Goldman Sachs CORE
<PAGE>
Large Cap Value Fund, Goldman Sachs Strategic Growth
Fund, Goldman Sachs Growth Opportunities Fund,
Goldman Sachs Internet Tollkeeper Fund, Goldman Sachs
Large Cap Value Fund, Goldman Sachs-Financial Square
Prime Obligations Fund, Goldman Sachs-Financial
Square Government Fund, Goldman Sachs-Financial
Square Treasury Obligations Fund, Goldman
Sachs-Financial Square Money Market Fund, Goldman
Sachs-Financial Square Premium Money Market Fund,
Goldman Sachs-Financial Square Municipal Money Market
Fund, Goldman Sachs-Financial Square Tax-Free Money
Market Fund, Goldman Sachs-Financial Square Federal
Fund, Goldman Sachs-Financial Square Treasury
Instruments Fund, Institutional Liquid Assets-Prime
Obligations Portfolio, Institutional Liquid
Assets-Government Portfolio, Institutional Liquid
Assets- Treasury Obligations Portfolio, Institutional
Liquid Assets-Money Market Portfolio, Institutional
Liquid Assets-Federal Portfolio, Institutional Liquid
Assets-Treasury Instruments Portfolio, Institutional
Liquid Assets-Tax-Exempt Diversified Portfolio,
Institutional Liquid Assets-Tax-Exempt New York
Portfolio, Institutional Liquid Assets-Tax-Exempt
California Portfolio, Goldman Sachs Growth Strategy
Portfolio, Goldman Sachs Aggressive Growth Strategy
Portfolio, Goldman Sachs Balanced Strategy Portfolio,
Goldman Sachs Growth and Income Strategy Portfolio,
Goldman Sachs Conservative Strategy Portfolio.
Administration Shares: Goldman Sachs-Financial Square Prime Obligations
Fund, Goldman Sachs-Financial Square Government Fund,
Goldman Sachs-Financial Square Treasury Obligations
Fund, Goldman Sachs-Financial Square Money Market
Fund, Goldman Sachs-Financial Square Premium Money
Market Fund, Goldman Sachs-Financial Square Municipal
Money Market Fund, Goldman Sachs-Financial Square
Tax-Free Money Market Fund, Goldman Sachs-Financial
Square Federal Fund, Goldman Sachs-Financial Square
Treasury Instruments Fund, Institutional Liquid
Assets-Prime Obligations Portfolio, Institutional
Liquid Assets-Government Portfolio, Institutional
Liquid Assets-Treasury Obligations Portfolio,
Institutional Liquid Assets-Money Market Portfolio,
Institutional Liquid Assets-Federal Portfolio,
Institutional Liquid Assets-Treasury Instruments
Portfolio, Institutional Liquid Assets-Tax-Exempt
Diversified Portfolio, Institutional Liquid
Assets-Tax- Exempt New York Portfolio and
Institutional Liquid Assets-Tax-Exempt California
Portfolio.
Preferred
Administration Shares: Goldman Sachs-Financial Square Prime Obligations
Fund, Goldman Sachs-Financial Square Government Fund,
Goldman Sachs-Financial Square Treasury Obligations
Fund, Goldman Sachs-Financial Square Money Market
Fund, Goldman Sachs-Financial Square Premium Money
Market Fund, Goldman Sachs-Financial Square Municipal
Money Market Fund, Goldman Sachs-Financial Square
Tax-Free Money Market Fund, Goldman Sachs-Financial
Square Federal Fund and Goldman Sachs-Financial
Square Treasury Instruments Fund.
Cash Management
Shares: Institutional Liquid Assets-Prime Obligations
Portfolio, Institutional Liquid Assets-Money Market
Portfolio, Institutional Liquid Assets-Government
Portfolio, Institutional Liquid Assets-Tax-Exempt
Diversified Portfolio, Institutional Liquid
Assets-Tax-Exempt California Portfolio, Institutional
Liquid Assets-Tax-Exempt New York Portfolio.
All capitalized terms which are not defined herein shall have the same
meanings as are assigned to those terms in the Declaration.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the date first written above.
-----------------------------------------
<PAGE>
Ashok N. Bakhru,
as Trustee and not individually
----------------------------------------
David B. Ford,
as Trustee and not individually
----------------------------------------
Douglas Grip,
as Trustee and not individually
----------------------------------------
John P. McNulty,
as Trustee and not individually,
----------------------------------------
Mary P. McPherson
as Trustee and not individually,
----------------------------------------
Alan A. Shuch
as Trustee and not individually,
----------------------------------------
Jackson W. Smart, Jr.
as Trustee and not individually,
----------------------------------------
William H. Springer
as Trustee and not individually,
----------------------------------------
Richard P. Strubel
as Trustee and not individually,
<PAGE>
Exhibit (b)(2)
AMENDED AND RESTATED
BY-LAWS
OF
GOLDMAN SACHS TRUST
ARTICLE I
DEFINITIONS
All capitalized terms have the respective meanings given them in the
Agreement and Declaration of Trust of Goldman Sachs Trust dated January 28,
1997, as amended or restated July 27, 1999.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
---------------------------
office of the Trust shall be in Chicago, Illinois. A separate principal office
may be designated with respect to any series of the Trust.
Section 2. Other Offices. The Trust may have offices in such other places
------------------------
without as well as within the State of Delaware as the Trustees may from time to
time determine.
Section 3. Registered Office and Registered Agent. The Board of Trustees
-------------------------------------------------
shall establish a registered office in the State of Delaware and shall appoint
as the Trust's registered agent for service of process in the State of Delaware
an individual resident of the State of Delaware or a Delaware corporation or a
corporation authorized to transact business in the State of Delaware; in each
case the business office of such registered agent for service of process shall
be identical with the registered Delaware office of the Trust.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders of the Trust or a Series
-------------------
or Class thereof shall be held as provided in the Declaration at such place
within or without the State of Delaware as the Trustees shall designate. The
holders of Shares representing one-third of the votes entitled to be cast at
such meeting present in person or by proxy shall constitute a quorum at any
meeting of the Shareholders of the Trust or a Series or Class thereof.
Section 2. Notice of Meetings. Notice of all meetings of the Shareholders,
-----------------------------
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail or telegraphic or electronic means to each
1
<PAGE>
Shareholder at his address as recorded on the register of the Trust mailed at
least (10) days and not more than ninety (90) days before the meeting, provided,
--------
however, that notice of a meeting need not be given to a Shareholder to whom
- -------
such notice need not be given under the proxy rules of the Commission under the
1940 Act and the Securities Exchange Act of 1934, as amended. Any adjourned
meeting may be held as adjourned without further notice. No notice need be given
to any Shareholder who shall have failed to inform the Trust of his current
address or if a written waiver of notice, executed before or after the meeting
by the Shareholder or his attorney thereunto authorized, is filed with the
records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose of
------------------------------------------------------
determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
ninety (90) days prior to the date of any meeting of Shareholders or
distribution or other action as a record date for the determination of the
persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by the Declaration.
Section 4. Proxies. Subject to the provisions of the Declaration, every
------------------
Person entitled to vote for Trustees or on any other matter shall have the right
to do so either in person or by proxy, provided that either (i) an instrument
authorizing such a proxy to act is executed by the Shareholder in writing and
dated not more than eleven (11) months before the meeting, unless the instrument
specifically provides for a longer period or (ii) the Trustees adopt an
electronic, telephonic, computerized or other alternative to execution of a
written instrument authorizing the proxy to act which authorization is received
not more than eleven (11) months before the meeting. A proxy shall be deemed
executed by a Shareholder if the Shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or otherwise
by the Shareholder or the Shareholder's attorney-in- fact or other authorized
agent. A valid proxy that does not state that it is irrevocable shall continue
in full force and effect unless (i) revoked by the person executing it before
the vote pursuant to that proxy by a writing delivered to the Trust stating that
the proxy is revoked by a subsequent proxy executed by, or attendance at the
meeting and voting in person by, the person executing that proxy or revoked by
such person using any electronic, telephonic, computerized or other alternative
means authorized by the Trustees for authorizing the proxy to act; or (ii)
written notice of the death or incapacity of the maker of that proxy is received
by the Trust before the vote pursuant to that proxy is counted. A proxy with
respect to Shares held in the name of two or more Persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger.
Section 5. Abstentions and Broker Non-Votes. Outstanding Shares
-------------------------------------------
represented in person or by proxy (including Shares which abstain or do not vote
with respect to one or more of any proposals presented for Shareholder approval)
will be counted for purposes of determining whether a quorum is present at a
meeting. Abstentions will be treated as Shares that are present and entitled to
vote for purposes of determining the number of Shares that are present and
entitled to vote with respect to any particular proposal, but will not be
counted as a vote in favor of such proposal. If a broker or nominee holding
Shares in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to a particular proposal, those Shares will
not be considered as present and entitled to vote with respect to such proposal.
Section 6. Inspection of Records. The records of the Trust shall be open
--------------------------------
to inspection by Shareholders to the same extent as is permitted shareholders of
a Delaware business corporation.
2
<PAGE>
Section 7. Action without Meeting. Any action which may be taken by
---------------------------------
Shareholders may be taken without a meeting if the holders of Shares entitled to
cast a majority of the votes entitled to be cast on the matter (or such larger
proportion thereof as shall be required by law) consent to the action in writing
and the written consents are filed with the records of the meetings of
Shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
-----------------------------------
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, the Chairman
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be given by telephone, cable, wireless, facsimile or other
electronic mechanism to each Trustee at his business address (or such other
location designated by the Trustee to an officer of the Trust), or personally
delivered to him at least one day before the meeting. Such notice may, however,
be waived by any Trustee. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A notice or waiver of notice need not specify the purpose of any meeting.
Subject to applicable law, the Trustees may meet as provided in the Declaration
(including by means of a telephone conference circuit or similar communications
equip ment by means of which all persons participating in the meeting can hear
each other at the same time) and participation by such means (or any other means
provided in the Declaration) shall be deemed to have been held at a place
designated by the Trustees at the meeting. Participation in a meeting held by
telephone conference (or any other means provided in the Declaration) shall
constitute presence in person at such meeting. Any action required or permitted
to be taken at any meeting of the Trustees may be taken by the Trustees without
a meeting if a majority of the Trustees consent to the action in writing and the
written consents are filed with the records of the Trustees' meetings. Such
consents shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall
--------------------------------------
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration or these By-laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
3
<PAGE>
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
-----------------------------------------
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not fewer than two (2) members to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may delegate to them, from time to
time, except those powers which by law, the Declaration or these By-laws they
are prohibited from delegating. The Trustees may also elect from their own
number and from the officers of the Trust other Committees from time to time;
the number composing such Committees, the powers conferred upon the same
(subject to the same limitations as with respect to the Executive Committee) and
the term of membership on such Committees to be determined by the Trustees. The
Trustees may designate a chairman of any such Committee. In the absence of such
designation the Committee may elect its own Chairman. The creation of other
committees, including committees comprised of persons other than Trustees, and
the delegation of specific authority to one or more Trustees may also be
accomplished as provided in the Declaration.
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
------------------------------------------------
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee, if constituted, shall keep regular minutes of its
meetings and records of decisions taken without a meeting and cause them to be
recorded in a book designated for that purpose and kept in the office of the
Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
-----------------------------
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise provided
--------------------------------------------
by law, the Declaration or these By-laws, the President, the Treasurer, the
Secretary and any other officer shall each hold office at the pleasure of the
Board of Trustees or until his successor shall have been duly elected and
qualified. The Secretary and the Treasurer may be the same person. A Vice
President and the Treasurer or a Vice President and the Secretary may be the
same person, but the offices of Secretary and Treasurer shall not be held by the
same
4
<PAGE>
person. The President shall hold no other office. Except as above provided, any
two offices may be held by the same person. Any officer may be but none need be
a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of the
------------------
Trustees, may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.
Section 4. Powers and Duties of the Chairman. The Trustees may, but need
--------------------------------------------
not, appoint from among their number a Chairman. When present he may preside at
the meetings of the Shareholders and of the Trustees. He may call meetings of
the Trustees and of any committee thereof whenever he deems it necessary. He
shall have, with the President, general supervision over the business and
policies of the Trust, subject to the limitations imposed upon the President, as
provided in Section 5 of this Article VI.
Section 5. Powers and Duties of the President. The President may call
---------------------------------------------
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust or any Series or Class
thereof and to employ such subordinate officers, agents, clerks and employees as
he may find necessary to transact the business of the Trust or any Series or
Class thereof. He shall also have the power to grant, issue, execute or sign
such powers of attorney, proxies or other documents as may be deemed advisable
or necessary in furtherance of the interests of the Trust or any Series thereof.
The President shall have such other powers and duties, as from time to time may
be conferred upon or assigned to him by the Trustees.
Section 6. Powers and Duties of Vice Presidents. In the absence or
-----------------------------------------------
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
Section 7. Powers and Duties of the Treasurer. The Treasurer shall be the
---------------------------------------------
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust or any Series or Class thereof which may come into his hands
to such Custodian as the Trustees may employ. He shall render a statement of
condition of the finances of the Trust or any Series or Class thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties incident to the office of a Treasurer and such other duties as
from time to time may be assigned to him by the Trustees.
Section 8. Powers and Duties of the Secretary. The Secretary shall keep
---------------------------------------------
the minutes of all meetings of the Trustees and of the Shareholders in proper
books provided for that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer books, lists and records unless the
same are in the charge of a transfer agent. He shall attend to the giving and
serving of all notices by the Trust in accordance with the provisions of these
By-laws and as required by law; and subject to these By-laws, he shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Trustees.
5
<PAGE>
Section 9. Powers and Duties of Assistant Officers. In the absence or
--------------------------------------------------
disability of the Treasurer, any officer designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Treasurer.
Each officer shall perform such other duties as from time to time may be
assigned to him by the Trustees. Each officer performing the duties and
exercising the powers of the Treasurer, if any, and any Assistant Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.
Section 10. Powers and Duties of Assistant Secretaries. In the absence or
------------------------------------------------------
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.
Section 11. Compensation of Officers and Trustees and Members of the
--------------------------------------------------------------------
Advisory Board. Subject to any applicable provisions of the Declaration, the
- --------------
compensation of the officers and Trustees and members of an advisory board shall
be fixed from time to time by the Trustees or, in the case of officers, by any
Committee or officer upon whom such power may be conferred by the Trustees. No
officer shall be prevented from receiving such compensation as such officer by
reason of the fact that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal years of the Series of the Trust shall end on the date in each
year as set forth in the Trust's Registration Statement on Form N-1A, as amended
from time to time; provided that in the absence of such designation, the fiscal
year of any Series that invest primarily in equity securities shall end on
August 31st of each year, the fiscal year of any Series that are designated as
"specialty" funds, including the Real Estate Securities Fund and Internet
Tollkeeper Fund, shall end on December 31st of each year, the fiscal year of any
Series that invests primarily in other Goldman Sachs mutual funds shall end on
December 31st of each year, the fiscal year of any Series that invests primarily
in debt securities shall end on October 31st of each year, and the fiscal year
of any Series which is a money market fund shall end on December 31st of each
year; provided, however, that the Trustees may from time to time change the
fiscal years. The taxable year of each Series of the Trust shall be as
determined by the Trustees or officers of the Trust from time to time.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
6
<PAGE>
ARTICLE IX
SUFFICIENCY AND WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration or these By- laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been sent by mail, telegraph, cable, wireless, facsimile or other electronic
means for the purposes of these By-laws when it has been delivered to a
representative of any company holding itself out as capable of sending notice by
such means with instructions that it be so sent.
ARTICLE X
AMENDMENTS
Except as otherwise provided by applicable law or by the Declaration,
these By-laws may be amended, restated, supplemented or repealed by the
Trustees.
END OF BY-LAWS
7
<PAGE>
Exhibit (d)(10)
Amended Annex A
The compensation payable under Paragraph 5 of the Management Agreement between
Goldman Sachs Trust and each of the undersigned shall be as follows:
Goldman Sachs Asset Management
Annual Rate
-----------
Goldman Sachs Government Income Fund 0.65%
Goldman Sachs Municipal Income Fund 0.55%
Goldman Sachs High Yield Fund 0.70%
Goldman Sachs Balanced Fund 0.65%
Goldman Sachs Growth and Income Fund 0.70%
Goldman Sachs CORE Large Cap Value Fund/4/ 0.60%
Goldman Sachs CORE Large Cap Growth Fund 0.75%
Goldman Sachs CORE Small Cap Equity Fund/1/ 1.00%
Goldman Sachs CORE International Equity Fund1 1.00%
Goldman Sachs Mid Cap Equity Fund 0.75%
Goldman Sachs Small Cap Value Fund 1.00%
Goldman Sachs Real Estate Securities Fund/1/ 1.00%
Goldman Sachs Strategic Growth Fund/5/ 1.00%
Goldman Sachs Growth Opportunities Fund/5/ 1.00%
Goldman Sachs Internet Toll-Keeper Fund/6/ 1.00%
Goldman Sachs-Financial Square Prime Obligations Fund 0.205%
Goldman Sachs-Financial Square Money Market Fund 0.205%
Goldman Sachs-Financial Square Premium Money Market Fund 0.205%
Goldman Sachs-Financial Square Treasury Obligations Fund 0.205%
Goldman Sachs-Financial Square Treasury Instruments Fund 0.205%
Goldman Sachs-Financial Square Government Fund 0.205%
Goldman Sachs-Financial Square Federal Fund 0.205%
Goldman Sachs-Financial Square Tax-Free Money Market Fund 0.205%
Goldman Sachs-Financial Square Municipal Money Market Fund 0.205%
Goldman Sachs Funds Management L.P.
Goldman Sachs CORE U.S. Equity Fund 0.75%
Goldman Sachs Capital Growth Fund 1.00%
Goldman Sachs Asset Management International
Goldman Sachs Global Income Fund 0.90%
Goldman Sachs International Equity Fund 1.00%
Goldman Sachs Emerging Markets Equity Fund 1.20%
Goldman Sachs Asia Growth Fund 1.00%
Goldman Sachs International Small Cap Fund/2/ 1.20%
Goldman Sachs Japanese Equity Fund/2/ 1.00%
Goldman Sachs European Equity Fund/3/ 1.00%
- -------------------------
/1/ Please note that the CORE Small Cap Equity Fund, CORE International Equity
Fund and Real Estate Securities Fund were approved at the July 21, 1997 Goldman
Sachs Trust Board Meeting.
/2/ Please note that the International Small Cap Fund and Japanese Equity Fund
were approved at the April 23, 1998 Goldman Sachs Trust Board Meeting.
/3/ Please note that the European Equity Fund was approved at the July 22, 1998
Goldman Sachs Trust Board Meeting.
/4/ Please note that the CORE Large Cap Value Fund was approved at the
November 3, 1998 Goldman Sachs Trust Board Meeting.
/5/ Please note that the Strategic Growth Fund and Growth Opportunities Fund
were approved at the April 28, 1999 Goldman Sachs Trust Board Meeting.
/6/ Please note that the Internet Toll-Keeper Fund was approved at the July 27,
1999 Goldman Sachs Trust Board Meeting.
<PAGE>
Exhibit (d)(11)
Form of
Amended Annex A
The compensation payable under Paragraph 5 of the Management Agreement between
Goldman Sachs Trust and each of the undersigned shall be as follows:
Goldman Sachs Asset Management
Annual Rate
-----------
Goldman Sachs Government Income Fund 0.65%
Goldman Sachs Municipal Income Fund 0.55%
Goldman Sachs High Yield Fund 0.70%
Goldman Sachs Balanced Fund 0.65%
Goldman Sachs Growth and Income Fund 0.70%
Goldman Sachs CORE Large Cap Value Fund/4/ 0.60%
Goldman Sachs CORE Large Cap Growth Fund 0.75%
Goldman Sachs CORE Small Cap Equity Fund/1/ 1.00%
Goldman Sachs CORE International Equity Fund/1/ 1.00%
Goldman Sachs Mid Cap Equity Fund 0.75%
Goldman Sachs Small Cap Value Fund 1.00%
Goldman Sachs Real Estate Securities Fund/1/ 1.00%
Goldman Sachs Strategic Growth Fund/5/ 1.00%
Goldman Sachs Growth Opportunities Fund/5/ 1.00%
Goldman Sachs Internet Toll-Keeper Fund/6/ 1.00%
Goldman Sachs Large Cap Value Fund/7/ 0.75%
Goldman Sachs-Financial Square Prime Obligations Fund 0.205%
Goldman Sachs-Financial Square Money Market Fund 0.205%
Goldman Sachs-Financial Square Premium Money Market Fund 0.205%
Goldman Sachs-Financial Square Treasury Obligations Fund 0.205%
Goldman Sachs-Financial Square Treasury Instruments Fund 0.205%
Goldman Sachs-Financial Square Government Fund 0.205%
Goldman Sachs-Financial Square Federal Fund 0.205%
Goldman Sachs-Financial Square Tax-Free Money Market Fund 0.205%
Goldman Sachs-Financial Square Municipal Money Market Fund 0.205%
Goldman Sachs Funds Management L.P.
Goldman Sachs CORE U.S. Equity Fund 0.75%
Goldman Sachs Capital Growth Fund 1.00%
Goldman Sachs Asset Management International
Goldman Sachs Global Income Fund 0.90%
Goldman Sachs International Equity Fund 1.00%
Goldman Sachs Emerging Markets Equity Fund 1.20%
Goldman Sachs Asia Growth Fund 1.00%
Goldman Sachs International Small Cap Fund/2/ 1.20%
Goldman Sachs Japanese Equity Fund/2/ 1.00%
Goldman Sachs European Equity Fund/3/ 1.00%
- -------------------------
/1/ Please note that the CORE Small Cap Equity Fund, CORE International Equity
Fund and Real Estate Securities Fund were approved at the July 21, 1997 Goldman
Sachs Trust Board Meeting.
/2/ Please note that the International Small Cap Fund and Japanese Equity Fund
were approved at the April 23, 1998 Goldman Sachs Trust Board Meeting.
/3/ Please note that the European Equity Fund was approved at the July 22, 1998
Goldman Sachs Trust Board Meeting.
/4/ Please note that the CORE Large Cap Value Fund was approved at the
November 3, 1998 Goldman Sachs Trust Board Meeting.
/5/ Please note that the Strategic Growth Fund and Growth Opportunities Fund
were approved at the April 28, 1999 Goldman Sachs Trust Board Meeting.
/6/ Please note that the Internet Toll-Keeper Fund was approved at the July 27,
1999 Goldman Sachs Trust Board Meeting.
/7/ Please note that the Large Cap Value Fund was approved at the _____________,
1999 Goldman Sachs Trust Board Meeting.
<PAGE>
Exhibit (e)(2)
GOLDMAN SACHS TRUST
Distribution Agreement
April 30, 1997, as amended July 27, 1999
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, Goldman Sachs Trust (the "Trust"), an open-end
-----
management investment company organized as a business trust under the laws of
the State of Delaware, and consisting of one or more separate series, has
appointed you, the "Distributor," and that you shall be the exclusive
-----------
distributor in connection with the offering and sale of the shares of beneficial
interest, par value $.001 per share (the "Shares"), corresponding to each of the
------
series of the Trust listed in Exhibit A, as the same may be supplemented from
---------
time to time (each such series, a "Fund"). Each Fund may offer one or more
----
classes of its shares (each a "Class") which Classes shall have such relative
rights and conditions and shall be sold in the manner set forth from time to
time in the Trust's Registration Statements, as defined below. The organization,
administration and policies of each Fund are described in its respective
Prospectuses and SAIs (as those terms are defined below). (This letter, as
amended from time to time, shall be referred to hereinafter as the "Agreement".)
---------
1. Definitions. (a) The terms which follow, when used in this Agreement,
-----------
shall have the meanings indicated.
"Effective Date" shall mean the date that any Registration
--------------
Statement or any post-effective amendment thereto becomes effective.
"Preliminary Prospectus" shall mean any preliminary prospectus
----------------------
relating to the Shares of a Fund or Funds or one or more Classes
included in any Registration Statement or filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 497(a).
"Prospectus" shall mean any prospectus relating to the Shares of
----------
a Fund or Funds or one or more Classes, filed with the Commission
pursuant to Rule 497 or, if no filing pursuant to Rule 497 is required,
the form of final prospectus relating thereto included in any
Registration Statement, in each case together with any amendments or
supplements thereto.
"Registration Statement" shall mean any registration statement
----------------------
on Form N-1A relating to the Shares of a Fund, including all exhibits
thereto, as of the Effective Date of the most recent post-effective
amendment thereto. The registration statements of the Trust may be
separately filed with the Commission according to its fixed income,
equity and money market fund offerings.
"Rule 497" refers to such rule (or any successor rule or rules)
--------
under the Securities Act (as defined in Section 2 below).
"SAI" shall mean any statement of additional information
---
relating to the Shares of a Fund or Funds or one or more Classes, filed
with the Commission pursuant to Rule 497 or, if no filing pursuant to
Rule 497 is required, the final statement of additional information
included in any Registration Statement.
The "Initial Acceptance Date" of any Fund shall mean the first
-----------------------
date on which the Trust sells Shares of such Fund pursuant to
any Registration Statement.
References in this Agreement to "Rules and Regulations" shall be
---------------------
deemed to be references to such rules and regulations as then in effect,
and references to this Agreement and the Fund Agreements (as defined in
Section 2 below), shall be deemed to be references to such agreements as
then in effect.
2. Representations and Warranties. The Trust represents and warrants to and
------------------------------
agrees with you, for
<PAGE>
your benefit and the benefit of each Authorized Dealer (as defined in
Section 3 below), as set forth below in this Section 2. Each of the
representations, warranties and agreements made in this Section 2 shall
be deemed made on the date hereof, on the date of any filing of any
Prospectus pursuant to Rule 497 and any Effective Date after the date
hereof, with the same effect as if made on each such date.
(a) The Trust meets the requirements for use of Form N-1A under the
Securities Act of 1933, as amended (the "Securities Act"), the
--------------
Investment Company Act of 1940, as amended (the "Investment Company
------------------
Act"), and the Rules and Regulations of the Commission under each such
---
Act and in respect of said form (or of such successor form as the
Commission may adopt). The Trust has filed with the Commission
Registration Statements (File Number 33-17619) on Form N-1A with respect
to an indefinite number of Shares of the Funds and is duly registered as
an open-end management investment company. Prior to the date hereof, the
Trust has filed post-effective amendments to the Registration
Statements, including related Preliminary Prospectuses, for the
registration under the Securities Act and the Investment Company Act of
the offering and sale of the Shares of the Funds, each of which has
previously been furnished to you. Each such amendment has become
effective and no stop order suspending the effectiveness of any such
amendment has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission.
(b) The Trust's notification of registration on Form N-8A (as amended)
complies with the applicable requirements of the Investment Company Act
and the Rules and Regulations thereunder.
(c) Each Registration Statement, Prospectus and SAI conform, and any further
amendments or supplements to any Registration Statement, Prospectus or
SAI will conform, in all material respects, with the Securities Act and
Investment Company Act and the Rules and Regulations thereunder; the
Prospectuses and the SAIs do not include any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; and, on each Effective Date, the
Registration Statements did not and will not contain any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements
therein not misleading; provided, however, that the Trust makes no
-------- -------
representations or warranties as to the information contained in or
omitted from any Registration Statement, Prospectus or SAI in reliance
upon and in conformity with information furnished in writing to the
Trust by you (with respect to information relating solely to your role
as distributor of the Shares of the Funds) expressly for use therein.
(d) No order preventing or suspending the use of any Preliminary Prospectus
has been issued by the Commission, and each Preliminary Prospectus, at
the time of filing thereof, conformed in all material respects to the
requirements of the Securities Act and the Rules and Regulations of the
Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Trust by you (with respect to
information relating solely to your role as the exclusive distributor of
the Shares of the Funds) expressly for use therein.
(e) The Trust has been duly created and is lawfully and validly existing as
a business trust under the laws of the State of Delaware, and has, on
the date hereof, and will have, on and after the date hereof, full power
and authority to own its properties and conduct its business as
described in each Registration Statement, Prospectus and SAI, and is
duly qualified to do business under the laws of each jurisdiction which
requires such qualification wherein it owns or leases material
properties or conducts material business.
(f) The Trust's authorized capitalization is as set forth in the
Registration Statements. Issuance of the Shares of the Funds as
contemplated by this Agreement and by each Prospectus and SAI has been
duly and validly authorized, and the Shares of the Funds, when issued
and paid for as contemplated hereby and thereby, will be fully-paid and,
except as contemplated by the Prospectus and SAI, nonassessable and will
conform to the description thereof contained in the corresponding
Prospectus and SAI. The holders of outstanding shares of each Fund are
not entitled to preemptive or other rights
-2-
<PAGE>
to subscribe for the Shares of any Fund, other than as contemplated by
the Prospectus and SAI relating to each Fund.
(g) This Agreement has been duly authorized, executed and delivered by the
Trust.
(h) On or prior to the Initial Acceptance Date, all of the agreements
described in each Prospectus and SAI relating to the Fund or Funds whose
Shares are first being sold on such date (collectively, the "Fund
----
Agreements") will have been duly authorized, executed and delivered by
----------
the Trust, and will comply in all material respects with the Investment
Company Act and the Rules and Regulations thereunder.
(i) The Fund Agreements constitute or will constitute, on and after the
Initial Acceptance Date, assuming due authorization, execution and
delivery by the parties thereto other than the Trust, valid and legally
binding instruments, enforceable in accordance with their respective
terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(j) No consent, approval, authorization or order of any court or
governmental agency or body is or shall be required, as the case may be,
for the consummation from time to time of the transactions contemplated
by this Agreement and the Fund Agreements, except such as may be
required (i) under the Securities Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Investment Company Act, the
------------
Rules and Regulations under each of the foregoing or the Conduct Rules
of the National Association of Securities Dealers, Inc. (the "NASD")
----
(any of which that were required before offers were made will have been
obtained before such offers were made and all of which will have been
obtained, with respect to each Fund, by the Effective Date of the
post-effective amendment relating to the Fund, except for those which
become required under such acts or rules or any other law or regulation
after the Fund's Effective Date but that were not required before such
Effective Date, all of which shall be obtained in a timely manner) or
(ii) state securities laws of any jurisdiction in connection with the
issuance, offer or redemption of the Shares of each Fund by the Trust.
(k) The operations and activities of the Trust and each Fund as contemplated
by the Prospectuses and the SAIs, the performance by the Trust and each
Fund of this Agreement and the Fund Agreements, the making of the offer
or the sale of Shares of each Fund and consummation from time to time of
such sales, the redemption of Shares of each Fund, or any other
transactions contemplated herein, in the Fund Agreements, in the
Prospectuses or in the SAIs, will not conflict with, result in a breach
of, or constitute a default under, the declaration of trust or the
Trust's By-laws or, in any material respect, the terms of any other
agreement or instrument to which the Trust is a party or by which it is
bound, or any order or regulation applicable to the Trust of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Trust.
(l) There is not pending, or to the best knowledge of the Trust, threatened,
any action, suit or proceeding before any court or governmental agency,
authority or body or any arbitrator to which the Trust is (or, to the
best knowledge of the Trust, is threatened to be) a party, of a
character required to be described in any Registration Statement,
Prospectus or SAI which is not described as required.
(m) There is no contract or other document of a character required to be
described in any Registration Statement, Prospectus or SAI, or to be
filed as an exhibit, which is not described or filed as required.
(n) Except as stated or contemplated in the Registration Statements,
Prospectuses and SAIs, (i) the Trust has not incurred any liabilities or
obligations, direct or contingent, or entered into any transactions,
whether or not in the ordinary course of business, that are material to
the Trust, (ii) there has not been any material adverse change, or, any
development involving a prospective material adverse change, in the
condition (financial or other) of the Trust, (iii) there has been no
dividend or distribution paid or declared in respect of the Trust, and
(iv) the Trust has not incurred any indebtedness for borrowed money.
(o) Each Fund will elect or has elected to be treated as a regulated
investment company as defined in Section 851(a) of the Internal Revenue
Code of 1986 for its first taxable year and will operate so as to
qualify as such in its current and all subsequent taxable years.
-3-
<PAGE>
(p) Except as stated or contemplated in any Prospectus or SAI, the Trust
owns all of its assets free and clear in all material respects of all
liens, security interests, pledges, mortgages, charges and other
encumbrances or defects.
3. Selection of Authorized Dealers; Other Services as Distributor.
--------------------------------------------------------------
(a) With respect to each Class subject to a sales charge, the Distributor
shall have the right on the basis of the representations, warranties and
agreements herein contained and subject to the terms and conditions
herein set forth, to make arrangements for (i) securities dealers
(including bank-affiliated dealers) that are members in good standing of
the NASD, (ii) foreign securities dealers which are not eligible for
membership in the NASD who have agreed to comply as though they were
NASD members with the provisions of Sections 2730, IM-2730, 2740,
IM-2740, 2750 and IM-2750 of the Conduct Rules of the NASD and with
Section 2420 thereof as that Section applies to a non-NASD member broker
or dealer in a foreign country, or (iii) banks, as defined in Section
3(a)(6) of the Exchange Act, which are duly organized and validly
existing in good standing under the laws of the jurisdiction in which
they are organized, to solicit from the public orders to purchase Shares
of the Funds. Such securities dealers and banks ("Authorized Dealers")
------------------
selected by you in accordance with dealer agreements with you ("Dealer
------
Agreements") shall solicit such orders pursuant to their respective
----------
Dealer Agreements. You will act only on your own behalf as principal in
entering into each such Dealer Agreement. With respect to each Class
that is not subject to a sales charge, you shall act as Principal
Underwriter of such shares.
(b) You acknowledge that the only information provided to you by the Trust
is that contained in each Registration Statement, Prospectus and SAI.
Neither you nor any Authorized Dealer nor any other person is authorized
by the Trust to give any information or to make any representations,
other than those contained in the relevant Registration Statement,
Prospectus and SAI and any sales literature approved by appropriate
representatives of the Trust. You may undertake or arrange for such
advertising and promotion as you believe is reasonable in connection
with the solicitation of orders to purchase Shares of a Fund; provided,
--------
however, that you will provide the Trust with and obtain the Trust's
-------
approval of copies of any advertising and promotional materials
approved, produced or used by you prior to their use. You will file such
materials with the Commission and the NASD as may be required by the
Exchange Act and the Investment Company Act and the Rules and
Regulations thereunder and by the rules of the NASD.
(c) You agree to perform such services as are described in each Registration
Statement, Prospectus and SAI as to be performed by the Distributor
including, without limitation, distributing Account Information Forms.
(d) All of your activities as distributor of the Shares of the Funds shall
comply, in all material respects, with all applicable laws, Rules and
Regulations, including, without limitation, all rules and regulations
made or adopted by the Commission or by any securities association
registered under the Exchange Act, including the NASD, as in effect from
time to time.
4. Offering by the Distributor.
---------------------------
(a) You will act as agent for the Trust in the distribution of Shares of the
Funds and you agree to use your best efforts to offer and sell Shares of
the Funds subject to a sales charge to the public at the public offering
price as set forth in the relevant Prospectus, subject to any waivers or
reductions of any applicable sales charges, dealer allowances and fees
as you and each of the Authorized Dealers, if any, shall have agreed to
in writing. You may also subscribe for Shares of a Fund as principals
for resale to the public or for resale to Authorized Dealers. You shall
devote reasonable time and effort to effect sales of Shares of the
Funds, but you shall not be obligated to sell any specific number of
Shares. Nothing contained herein shall prevent you from entering into
like distribution arrangements with other investment companies.
(b) The Distributor is authorized to purchase Shares of any Fund presented
to them by Authorized Dealers at the price determined in accordance
with, and in the manner set forth in, the Prospectus for such Fund.
-4-
<PAGE>
(c) Unless you are otherwise notified by the Trust, any right granted to you
to accept orders for Shares of any Fund or to make sales on behalf of
the Trust or to purchase Shares of any Fund for resale will not apply to
(i) Shares issued in connection with the merger or consolidation of any
other investment company with the Trust or its acquisition, by purchase
or otherwise, of all or substantially all of the assets of any
investment company or substantially all the outstanding securities of
any such company, and (ii) Shares that may be offered by the Trust to
shareholders by virtue of their being such shareholders.
5. Compensation.
------------
(a) With respect to any Class which is sold to the public subject to a sales
charge, you will be entitled to receive that portion of the sales
charges applicable to sales of Shares of such Class and not reallocated
to Authorized Dealers as set forth in the relevant Prospectus, subject
to any waivers or reductions of such sales charges, if any, in
accordance with Section 4 of this Agreement. In addition, you shall be
-------------------------
entitled to receive the entire amount of any contingent deferred sales
----------------------------------------------------------------------
charge imposed and paid by shareholders upon the redemption or
--------------------------------------------------------------
repurchase of Shares of any Class subject to such charges as set forth
----------------------------------------------------------------------
in the relevant Prospectus, subject to any waivers or reductions of such
------------------------------------------------------------------------
sales charges that may be disclosed in such Prospectus. With respect to
------------------------------------------------------
any shares sold subject to a contingent deferred sales charge, such
charge shall be payable in such amounts as disclosed in the applicable
Prospectus as the same was in effect at the time of sale. The right to
receive any contingent deferred sales charge granted hereunder shall
apply to all shares sold during the term of this Agreement, and to the
extent permitted by the Investment Company Act and other applicable
laws, shall continue with respect to such shares notwithstanding
termination of this Agreement. In connection with each transaction in
which you are acting as an Authorized Dealer, you also will be entitled
to that portion of the sales charges, if any, payable to an Authorized
Dealer in such transaction.
(b) The Trust has entered into Plans of Distribution pursuant to Rule 12b-1
under the 1940 Act ("Rule 12b-1 Plans") with respect to certain classes
of certain Funds. The Trust shall pay to you as distributor of such
Classes the compensation pursuant to the Rule 12b-1 Plans as shall be
set forth from time to time in the Prospectuses and SAIs and provided
for under the Rule 12b-1 Plan.
(c) The amounts payable as compensation pursuant to this Section 5 shall be
subject to the limitations in Section 2830 of the Conduct Rules of the
NASD.
6. Undertakings. The Trust agrees with you, for your benefit, that:
------------
(a) The Trust shall sell Shares of the Funds so long as it has such Shares
available for sale and shall cause the transfer agent (the "Transfer
--------
Agent") to record on its books the ownership of such Shares registered
-----
in such names and amounts as you have requested in writing or other
means, as promptly as practicable after receipt by the Trust of the
payment therefor. The Trust will make such filings under the Investment
Company Act with, and pay such fees to, the Commission as are necessary
to register Shares of any Fund sold by you on behalf of the Trust. Prior
to the termination of this Agreement, the Trust will not file any
amendment to any Registration Statement or amendment or supplement to
any Prospectus or SAI (whether pursuant to the Securities Act, the
Investment Company Act, or otherwise) without prior notice to you;
provided, however, that nothing contained in this Agreement shall in any
-------- -------
way limit the Trust's right to file such amendments to any Registration
Statement, or amendments or supplements to any Prospectus or SAI as the
Trust may deem advisable, such right being in all respects absolute and
unconditional, it being understood that this proviso shall not relieve
the Trust of its obligation to give prior notice of any such amendment
or supplement to you. Subject to the foregoing sentence, if the filing
of any Prospectus or SAI, as the case may be, contained in any
Registration Statement at the relevant Effective Date, or any amendment
or supplement thereto, is required under Rule 497, the Trust will cause
such Prospectus or SAI, and any amendment or supplement thereto, to be
filed with the Commission pursuant to the applicable paragraph of Rule
497 within the time period prescribed and will, if requested, provide
evidence satisfactory to you of such timely filing. The Trust will
promptly advise you (i) when such Prospectus or SAI shall have been
filed (if required) with the Commission pursuant to Rule 497, (ii) when,
prior to termination of this Agreement, any amendment to any
Registration Statement shall
-5-
<PAGE>
have been filed or become effective, (iii) of any request by the
Commission for any amendment of any Registration Statement or amendment
or supplement to any Prospectus or SAI or for any additional information
relating to or that could affect disclosure in any of the foregoing,
(iv) of the issuance by the Commission of any order suspending the
effectiveness of any Registration Statement, or suspending the
registration of the Trust under the Investment Company Act, or the
institution or (to the best knowledge of the Trust) threatening of any
proceeding for that purpose, and (v) of the receipt by the Trust of any
notification with respect to the suspension of the qualification of the
offer or sale of Shares of a Fund in any jurisdiction or the initiation
or (to the best knowledge of the Trust) threatening of any proceeding
for such purpose. The Trust will use its best efforts to prevent the
issuance of any such order or suspension and, if issued, to obtain as
soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered
under the Securities Act, any event occurs as a result of which such
Prospectus or SAI would include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend any Registration
Statement or amend or supplement any Prospectus or SAI to comply with
the Securities Act, the Investment Company Act or the Rules and
Regulations thereunder, the Trust will notify you promptly of any such
circumstance and promptly will prepare and file with the Commission,
subject to the third sentence of Section 6(a), an amendment or
supplement which will correct such statement or omission or effect such
compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting
requirements under the Investment Company Act and the Rules and
Regulations thereunder), the Trust will make generally available to its
shareholders and, subject to Section 8 of this Agreement, to you (with
sufficient copies for the Authorized Dealers), a report containing the
financial statements required to be included in such reports under
Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as
many conformed copies of the Registration Statements including exhibits
thereto, on each Effective Date, as you may reasonably request for
yourself and for delivery to the Authorized Dealers and, so long as
delivery of a Prospectus or SAI by you or any Authorized Dealer may be
required by law, the number of copies of each Prospectus and each SAI as
you may reasonably request for yourself and for delivery to the
Authorized Dealers.
(e) To the extent required by applicable state law, the Trust will use its
best efforts to arrange for the qualification of an appropriate number
of the Shares of the Funds for sale under the laws of such of the 50
states of the United States, the District of Columbia, the Commonwealth
of Puerto Rico, the Territory of Guam, and such other jurisdiction as
you and the Trust may approve, and will maintain such qualifications in
effect as long as may be reasonably requested by you, provided that the
Trust shall not be required in connection herewith or as a condition
hereto to qualify as a foreign corporation or to execute a general
consent to service of process in any jurisdiction. You shall furnish
such information and other material relating to your affairs and
activities as may be required by the Trust in connection with such
qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and,
subject to Section 8 of this Agreement, the Trust, if so requested, will
furnish to you, as soon as they are available (with sufficient copies
for the Authorized Dealers), copies of all reports, communications and
financial statements sent by the Trust to its shareholders or filed by,
or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with
the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act, the Trust, if so requested, shall furnish to you
a copy of the opinion of counsel for the Trust required by such Rule to
the effect that the Shares covered by the notice were legally issued,
fully paid and nonassessable. The Trust further agrees that if, in
connection with the filing of any post-effective amendment to any
Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the
Fund" in any Prospectus or SAI that is deemed material by you, the
Trust, if so requested, shall furnish to you an opinion of counsel for
-6-
<PAGE>
the Trust, dated the date of such post-effective amendment, to the
effect of paragraph 2 (to the extent it relates to the description of
the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if
so requested, shall furnish to you an opinion of counsel for the Trust,
dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any
Prospectus or SAI, the Trust, if so requested, shall furnish to you an
opinion of counsel for the Trust, dated the date of such post-effective
amendment.
Any opinion or statement furnished pursuant to this Section 6(g) shall
be modified as necessary to relate to this Agreement and the Fund
Agreements and the Rules and Regulations as then in effect and shall
state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent
Effective Date with respect to an amendment of a Registration Statement
which first includes certified financial statements for the preceding
fiscal year, in respect of a Fund, a copy of the report of the Trust's
independent public accountants with respect to the financial statements
and selected per share data and ratios relating to such Fund, addressed
to you. The Trust further agrees that the Trust, if so requested, shall
furnish to you (i) on each date on which the Trust, pursuant to the
preceding sentence, furnishes to you a report of its independent public
accountants, a certificate of its treasurer or assistant treasurer in a
form reasonably satisfactory to you describing in reasonable detail how
the figures included under the captions "Portfolio Transactions" and
"Performance Information" (or similar captions) in the Prospectus or SAI
of such Fund and the figures relating to the aggregate amounts of
remuneration paid to officers, trustees and members of the advisory
board and affiliated persons thereof (as required by Section 30(d)(5) of
the Investment Company Act) were calculated and confirming that such
calculations are in conformity with the Rules and Regulations under the
Investment Company Act and (ii) on each date the Trust files with the
Commission the Trust's required semi-annual financial statements, a
certificate of its treasurer or assistant treasurer in a form reasonably
satisfactory to you, describing the manner in which such financial
statements were prepared and confirming that such financial statements
have been prepared in conformity with the Rules and Regulations under
the Investment Company Act.
7. Conditions to Your Obligations as Distributor and Principal Underwriter.
-----------------------------------------------------------------------
Your obligations as distributor of the Shares of the Funds shall be
subject to the accuracy of the representations and warranties on the
part of the Trust contained herein as of the dates when made or deemed
to have been made, to the accuracy in all material respects of the
statements made in any certificates, letters or opinions delivered
pursuant to the provisions of Sections 6 or 7 of this Agreement, to the
performance by the Trust of its obligations hereunder and to the
following additional conditions:
(a) If filing of any Prospectus or SAI, or any amendment or supplement to
any Prospectus or SAI, or any other document is required pursuant to any
applicable provision of Rule 497, such Prospectus or SAI, or any such
amendment or supplement and other document will be filed in the manner
and within the time period required by the applicable provision of Rule
497; and no order suspending the effectiveness of the amendment shall
have been issued and no proceedings for that purpose shall have been
instituted or, to the best knowledge of the Trust, threatened and the
Trust shall have complied with any request of the Commission for
additional information (to be included in the relevant Registration
Statement, Prospectus, SAI or as the Commission otherwise shall have
requested).
(b) At the Initial Acceptance Date with respect to each Fund, you shall have
received from counsel to the Distributors, if so requested, such opinion
or opinions, dated the Initial Acceptance Date, with respect to the
issuance and sale of the Shares, the relevant Registration Statement,
Prospectus and SAI and other related matters as you may reasonably
require, and the Trust shall have furnished to such counsel such
documents as they may request for the purpose of enabling them to pass
upon such matters. Each such opinion shall state that the Authorized
Dealers may rely on it.
(c) There shall not have been any change, or any development involving a
prospective change, in or affecting the Trust the effect of which in any
case is, in your good faith judgment, so material and adverse as to make
it impractical or inadvisable to proceed with the offering of Shares of
the Funds as
-7-
<PAGE>
contemplated by this Agreement.
(d) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; (iii) the outbreak or
escalation of hostilities involving the United States or the declaration
of a national emergency or war if the effect of any such event specified
in this Clause (iii) in your judgment makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Shares of a Fund on the terms and in the manner contemplated in any
Prospectus.
(e) The Trust shall have furnished to you such further information,
certificates and documents as you may have reasonably requested.
If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions, certificates or letters mentioned
above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to you, this
Agreement and all your obligations hereunder may be cancelled by you. In
the event of such cancellation, the Trust shall remain liable for the
expenses set forth in Section 8.
8. Expenses.
--------
(a) The Trust will pay (or will enter into arrangements providing that
parties other than you will pay) all fees and expenses:
(1) in connection with the preparation, setting in type and filing
of the Registration Statements (including Prospectuses and SAIs)
under the Securities Act or the Investment Company Act, or both,
and any amendments or supplements thereto that may be made from
time to time;
(2) in connection with the registration and qualification of Shares
of the Funds for sale in the various jurisdictions in which it
is determined to be advisable to qualify such Shares of the
Funds for sale (including registering the Trust as a broker or
dealer or any officer of the Trust or other person as agent or
salesman of the Trust in any such jurisdictions);
(3) of preparing, setting in type, printing and mailing any notice,
proxy statement, report, Prospectus, SAI or other communication
to shareholders in their capacity as such;
(4) of preparing, setting in type, printing and mailing Prospectuses
annually, and any supplements thereto, to existing shareholders;
(5) in connection with the issue and transfer of Shares of the Funds
resulting from the acceptance by you of orders to purchase
Shares of the Funds placed with you by investors, including the
expenses of printing and mailing confirmations of such purchase
orders and the expenses of printing and mailing a Prospectus
included with the confirmation of such orders and, if requested
by the purchaser, an SAI;
(6) of any issue taxes or any initial transfer taxes;
(7) of WATS (or equivalent) telephone lines other than the portion
allocated to you in this Section 8;
(8) of wiring funds in payment of Share purchases or in satisfaction
of redemption or repurchase requests, unless such expenses are
paid for by the investor or shareholder who initiates the
transaction;
(9) of the cost of printing and postage of business reply envelopes
sent to shareholders;
(10) of one of more CRT terminals connected with the computer
facilities of the Transfer Agent other than the portion
allocated to you in this Section 8;
-8-
<PAGE>
(11) permitted to be paid or assumed by any Fund or Funds or any
Class thereof pursuant to (a) a Rule 12b-1 Plan adopted by such
Fund or Funds in conformity with the requirements of Rule 12b-1
under the Investment Company Act ("Rule 12b-1") or any successor
----------
rule, notwithstanding any other provision to the contrary herein
or (b) any other plan adopted by a Fund providing for account
administration or shareholder liaison services (a "Service
Plan");
(12) of the expense of setting in type, printing and postage of any
periodic newsletter to shareholders other than the portion
allocated to you in this Section 8; and
(13) of the salaries and overhead of persons employed by you as
shareholder representatives other than the portion allocated to
you in this Section 8.
(b) Except as provided in any Rule 12b-1 Plan or Service Plan, you shall pay
or arrange for the payment of all fees and expenses:
(1) of printing and distributing any Prospectuses or reports
prepared for your use in connection with the offering of Shares
of the Funds to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of Shares
of the Funds to the public;
(3) of advertising in connection with the offering of Shares of the
Funds to the public;
(4) incurred in connection with your registration as a broker or
dealer or the registration or qualification of your officers,
partners, directors, agents or representatives under Federal and
state laws;
(5) of that portion of WATS (or equivalent) telephone lines
allocated to you on the basis of use by investors (but not
shareholders) who request information or Prospectuses;
(6) of that portion of the expense of setting in type, printing and
postage of any periodic newsletter to shareholders attributable
to promotional material included in such newsletter at your
request concerning investment companies other than the Trust or
concerning the Trust to the extent you are required to assume
the expense thereof pursuant to this Section 8, except such
material which is limited to information, such as listings of
other investment companies and their investment objectives,
given in connection with the exchange privilege as from time to
time described in the Prospectuses;
(7) of that portion of the salaries and overhead of persons employed
by you as shareholder representatives attributable to the time
spent by such persons in responding to requests from investors,
but not shareholders, for information about the Trust;
(8) of any activity which is primarily intended to result in the
sale of Shares of any Class of a Fund, unless a 12b-1 Plan shall
be in effect which provides that shares of such Classes shall
bear some or all of such expenses, in which case such Class
shall bear such expenses in accordance with such Plan; and
(9) of that portion of one or more CRT terminals connected with the
computer facilities of the Transfer Agent attributable to your
use of such terminal(s) to gain access to such of the Transfer
Agent's records as also serve as your records.
Expenses which are to be allocated between you and the Trust shall be
allocated pursuant to reasonable procedures or formulae mutually agreed
upon from time to time, which procedures or formulae shall to the extent
practicable reflect studies of relevant empirical data.
9. Indemnification and Contribution.
--------------------------------
(a) The Trust will indemnify you and hold you harmless against any losses,
claims, damages or liabilities, to which you may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue
-9-
<PAGE>
statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, Registration Statement, Prospectus, or SAI
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statement therein not misleading, and will reimburse you for
any legal or other expenses reasonably incurred by you in connection
with investigating or defending any such action or claim; provided,
--------
however, that the Trust shall not be liable in any such case to the
-------
extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Registration Statement, any
Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in
conformity with written information furnished to the Trust by you
expressly for use therein.
(b) You will indemnify and hold harmless the Trust against any losses,
claims, damages or liabilities to which the Trust may become subject,
under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof), arise out of or
are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, any Preliminary
Prospectus, or any Prospectus or SAI, or arise out of or are based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Registration Statement, any
Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in
conformity with written information furnished to the Trust by you
expressly for use therein; and will reimburse the Trust for any legal or
other expenses reasonably incurred by the Trust in connection with
investigating or defending any such action or claim.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify
the indemnifying party shall not relieve it from any liability which it
may have to any indemnified party otherwise than under such subsection.
In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof
the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 9 is unavailable to,
or insufficient to hold harmless, an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Trust on
the one hand and you on the other from the offering of the Shares of the
Fund or Funds in respect of which such losses, claims, damages or
liabilities (or actions in respect thereof) arose. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give
the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Trust on
the one hand and you on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof) as well as any other relative equitable
considerations. The relative benefits received by the Trust on the one
hand and you on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Shares of the
relevant Funds (before deducting expenses) received by the Trust bear to
the total compensation received by you in selling Shares of such Funds
under this Agreement, including any sales charge as set forth in the
Prospectus. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Trust on the one hand or you
on the other and the parties' relative
-10-
<PAGE>
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Trust and you agree that it
would not be just and equitable if the contributions pursuant to this
subsection (d) were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), you shall not be
required to contribute any amount in excess of the amount by which the
total price at which the Shares of the relevant Funds sold by you and
distributed to the public were offered to the public exceeds the amount
of any damages which you have otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The obligations of the Trust under this Section 9 shall be in addition
to any liability which the Trust may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls
you within the meaning of the Securities Act; and your obligations under
this Section 9 shall be in addition to any liability which you may
otherwise have and shall extend, upon the same terms and conditions, to
each trustee or officer of the Trust (including any person who, with his
consent, is named in the relevant Registration Statement as about to
become a trustee of the Trust) and to each person, if any, who controls
the Trust within the meaning of the Securities Act.
(f) It is understood, however, that nothing in this paragraph 9 shall
protect any indemnified party against, or entitle any indemnified party
to indemnification against, or contribution with respect to, any
liability to the Trust or its shareholders to which such indemnified
party is subject, by reason of its willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of any
reckless disregard of its obligations and duties, under this Agreement,
or otherwise to an extent or in a manner that is inconsistent with
Section 17(i) of the Investment Company Act.
10. Term.
----
(a) This Agreement shall commence on the date first set forth above and
continue in effect until June 30, 1998 and then for successive annual
periods after June 30, 1998, provided such continuance is specifically
approved at least annually by (i) the Trustees of the Trust or (ii) a
vote of a majority (as defined in the Investment Company Act) of the
Fund's outstanding voting securities, provided that in either event the
continuance is also approved by a vote of a majority of the Trustees of
the Trust who are not interested persons (as defined in the Investment
Company Act) of the Trust or any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such
approval. The Trust authorizes, if and when you so determine, you to
assign to a third party any payments with respect to one or more Classes
of Shares that you are entitled to receive for your services hereunder,
including any payments of initial or deferred sales charges or payments
in accordance with a Rule 12b-1 or Service Plan so long as such Plan is
in effect, free and clear of any offset, defense or counterclaim the
Trust may have against you and except to the extent that any change or
modification after the date hereof of (x) the provisions of the
Investment Company Act, the Rules and Regulations thereunder or other
applicable law or (y) any interpretation of the Investment Company Act,
the Rules and Regulations thereunder or other applicable law shall
restrict your right to make such transfer free and clear of any offset,
defense or counterclaim.
(b) The sale of Shares of the Funds in accordance with the terms of this
Agreement shall be subject to termination or suspension in the absolute
discretion of the Trust, by notice given to you as set forth in Section
12 hereof.
(c) This Agreement will terminate automatically in the event of its
assignment (as defined in the Investment Company Act). In addition, this
Agreement may be terminated by the Trust at any time with respect to any
Class of its Shares, without the payment of any penalty, by vote of a
majority of the Trustees of the Trust who are not interested persons (as
defined in the Investment Company Act) of the Trust or by a vote of a
majority of the outstanding voting securities of such Class on 60 days'
written notice.
-11-
<PAGE>
11. Representation and Indemnities to Survive. The respective agreements,
-----------------------------------------
representations, warranties, indemnities and other statements of the
Trust and you set forth in or made pursuant to this Agreement will, to
the extent permitted by applicable law, remain in full force and effect,
regardless of any investigation made by or on behalf of you, any
Authorized Dealer or the Trust, or any of the controlling persons
referred to in Section 9 hereof, and will survive the offer of the
Shares of the Funds. The provisions of Section 8, 9 and 11 hereof and
your right to receive any contingent deferred sale charges shall, to the
extent permitted by applicable law, survive the termination or
cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and effective
-------
only on receipt, and, if sent to you, mailed, delivered or telegraphed
and confirmed to you at Goldman, Sachs & Co., 85 Broad Street, York, New
York 10004, Attention: Registration Department (Distributors - Goldman
Sachs Funds) or, if sent to the Trust, mailed, delivered or telegraphed
and confirmed to it at Goldman Sachs Trust, 4900 Sears Tower, Chicago,
Ill. 60606, Attention: Secretary.
13. Affiliates. The Trust recognizes that your partners, officers and
----------
employees may from time to time serve as directors, trustees, officers
and employees of corporations and business entities (including other
investment companies), and that you or your affiliates may enter into
distribution or other agreements with other corporations and business
entities.
14. Successors. This Agreement will inure to the benefit of and be binding
----------
upon the parties hereto and their respective successors and, to the
extent set forth herein, each of the officers, trustees and controlling
persons referred to in Section 9 hereof, and no other person will have
any right or obligation hereunder.
15. Applicable Law. This Agreement will be governed by and construed in
--------------
accordance with the laws of the State of New York.
16. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
The name "Goldman Sachs Trust" is the designation of the Trustees for
the time being under a Declaration of Trust dated January 28, 1997, as
amended from time to time, and all persons dealing with the Trust must
look solely to the property of the Trust for the enforcement of any
claims against the Trust as neither the Trustees, officers, agents or
shareholders assume any personal liability for obligations entered into
on behalf of the Trust. No series of the Trust shall be liable for any
claims against any other series of the Trust.
-12-
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between you and
the Trust, and, to the extent set forth herein, shall be for the benefit of each
Authorized Dealer.
Very truly yours,
GOLDMAN SACHS TRUST
By: /s/ Douglas C. Grip
--------------------------------------
Name: Douglas C. Grip
Title: President of the Trust
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
/s/ David B. Ford
- -----------------------------
(Goldman, Sachs & Co.)
-13-
<PAGE>
EXHIBIT A
---------
Series ("Funds") of GOLDMAN SACHS TRUST, a Delaware business trust (the "Trust")
- --------------------------------------------------------------------------------
GOLDMAN SACHS FIXED INCOME FUNDS:
- ---------------------------------
Goldman Sachs Adjustable Rate Government Fund
Goldman Sachs Core Fixed Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Government Income Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs Short Duration Tax-Free Fund
Goldman Sachs Short Duration Government Fund
Goldman Sachs High Yield Fund
GOLDMAN SACHS EQUITY FUNDS:
- ---------------------------
Goldman Sachs Balanced Fund
Goldman Sachs CORE Large Cap Growth Fund
Goldman Sachs CORE U.S. Equity Fund
Goldman Sachs CORE Small Cap Equity Fund
Goldman Sachs CORE International Equity Fund
Goldman Sachs CORE Large Cap Value Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs International Equity Fund
Goldman Sachs Small Cap Value Fund
Goldman Sachs Asia Growth Fund
Goldman Sachs Emerging Markets Equity Fund
Goldman Sachs Mid-Cap Equity Fund
Goldman Sachs Real Estate Securities Fund
Goldman Sachs International Small Cap Fund
Goldman Sachs Japanese Equity Fund
Goldman Sachs European Equity Fund
Goldman Sachs Strategic Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs Internet Toll-Keeper Fund
GOLDMAN SACHS ASSET ALLOCATION PORTFOLIOS
- -----------------------------------------
Goldman Sachs Growth Strategy Portfolio
Goldman Sachs Aggressive Growth Strategy Portfolio
Goldman Sachs Balanced Strategy Portfolio
Goldman Sachs Growth and Income Strategy Portfolio
Goldman Sachs Conservative Strategy Portfolio
-14-
<PAGE>
GOLDMAN SACHS MONEY MARKET FUNDS:
- ---------------------------------
Goldman Sachs-Institutional Liquid Assets Portfolios:
-----------------------------------------------------
Prime Obligations Portfolio
Government Portfolio
Treasury Obligations Portfolio
Federal Portfolio
Money Market Portfolio
Treasury Instruments Portfolio
Tax-Exempt Diversified Portfolio
Tax-Exempt California Portfolio
Tax-Exempt New York Portfolio
Financial Square Funds:
- -----------------------
Prime Obligations Fund
Government Fund
Treasury Obligations Fund
Money Market Fund
Tax-Free Money Market Fund
Federal Fund
Treasury Instruments Fund
Municipal Money Market Fund
Premium Money Market Fund
-15-
<PAGE>
Exhibit (e)(3)
GOLDMAN SACHS TRUST
Form of Distribution Agreement
April 30, 1997, as amended __________, 1999
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, Goldman Sachs Trust (the "Trust"), an open-end
-----
management investment company organized as a business trust under the laws of
the State of Delaware, and consisting of one or more separate series, has
appointed you, the "Distributor," and that you shall be the exclusive
-----------
distributor in connection with the offering and sale of the shares of beneficial
interest, par value $.001 per share (the "Shares"), corresponding to each of the
------
series of the Trust listed in Exhibit A, as the same may be supplemented from
---------
time to time (each such series, a "Fund"). Each Fund may offer one or more
----
classes of its shares (each a "Class") which Classes shall have such relative
rights and conditions and shall be sold in the manner set forth from time to
time in the Trust's Registration Statements, as defined below. The
organization, administration and policies of each Fund are described in its
respective Prospectuses and SAIs (as those terms are defined below). (This
letter, as amended from time to time, shall be referred to hereinafter as the
"Agreement".)
---------
1. Definitions. (a) The terms which follow, when used in this Agreement,
-----------
shall have the meanings indicated.
"Effective Date" shall mean the date that any Registration
--------------
Statement or any post-effective amendment thereto becomes effective.
"Preliminary Prospectus" shall mean any preliminary prospectus
----------------------
relating to the Shares of a Fund or Funds or one or more Classes included
in any Registration Statement or filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 497(a).
"Prospectus" shall mean any prospectus relating to the Shares of a
----------
Fund or Funds or one or more Classes, filed with the Commission pursuant
to Rule 497 or, if no filing pursuant to Rule 497 is required, the form of
final prospectus relating thereto included in any Registration Statement,
in each case together with any amendments or supplements thereto.
"Registration Statement" shall mean any registration statement on
----------------------
Form N-1A relating to the Shares of a Fund, including all exhibits
thereto, as of the Effective Date of the most recent post-effective
amendment thereto. The registration statements of the Trust may be
separately filed with the Commission according to its fixed income, equity
and money market fund offerings.
"Rule 497" refers to such rule (or any successor rule or rules)
--------
under the Securities Act (as defined in Section 2 below).
"SAI" shall mean any statement of additional information relating
---
to the Shares of a Fund or Funds or one or more Classes, filed with the
Commission pursuant to Rule 497 or, if no filing pursuant to Rule 497 is
required, the final statement of additional information included in any
Registration Statement.
<PAGE>
The "Initial Acceptance Date" of any Fund shall mean the first date
-----------------------
on which the Trust sells Shares of such Fund pursuant to any
Registration Statement.
References in this Agreement to "Rules and Regulations" shall be
---------------------
deemed to be references to such rules and regulations as then in effect,
and references to this Agreement and the Fund Agreements (as defined in
Section 2 below), shall be deemed to be references to such agreements as
then in effect.
2. Representations and Warranties. The Trust represents and warrants to and
------------------------------
agrees with you, for your benefit and the benefit of each Authorized
Dealer (as defined in Section 3 below), as set forth below in this Section
2. Each of the representations, warranties and agreements made in this
Section 2 shall be deemed made on the date hereof, on the date of any
filing of any Prospectus pursuant to Rule 497 and any Effective Date after
the date hereof, with the same effect as if made on each such date.
(a) The Trust meets the requirements for use of Form N-1A under the Securities
Act of 1933, as amended (the "Securities Act"), the Investment Company Act
--------------
of 1940, as amended (the "Investment Company Act"), and the Rules and
----------------------
Regulations of the Commission under each such Act and in respect of said
form (or of such successor form as the Commission may adopt). The Trust
has filed with the Commission Registration Statements (File Number 33-
17619) on Form N-1A with respect to an indefinite number of Shares of the
Funds and is duly registered as an open-end management investment company.
Prior to the date hereof, the Trust has filed post-effective amendments to
the Registration Statements, including related Preliminary Prospectuses,
for the registration under the Securities Act and the Investment Company
Act of the offering and sale of the Shares of the Funds, each of which has
previously been furnished to you. Each such amendment has become effective
and no stop order suspending the effectiveness of any such amendment has
been issued and no proceeding for that purpose has been initiated or
threatened by the Commission.
(b) The Trust's notification of registration on Form N-8A (as amended)
complies with the applicable requirements of the Investment Company Act
and the Rules and Regulations thereunder.
(c) Each Registration Statement, Prospectus and SAI conform, and any further
amendments or supplements to any Registration Statement, Prospectus or SAI
will conform, in all material respects, with the Securities Act and
Investment Company Act and the Rules and Regulations thereunder; the
Prospectuses and the SAIs do not include any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading; and, on each Effective Date, the
Registration Statements did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the Trust makes no representations or
-------- -------
warranties as to the information contained in or omitted from any
Registration Statement, Prospectus or SAI in reliance upon and in
conformity with information furnished in writing to the Trust by you (with
respect to information relating solely to your role as distributor of the
Shares of the Funds) expressly for use therein.
(d) No order preventing or suspending the use of any Preliminary Prospectus
has been issued by the Commission, and each Preliminary Prospectus, at the
time of filing thereof, conformed in all material respects to the
requirements of the Securities Act and the Rules and Regulations of the
Commission thereunder, and did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this
-2-
<PAGE>
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in
writing to the Trust by you (with respect to information relating solely
to your role as the exclusive distributor of the Shares of the Funds)
expressly for use therein.
(e) The Trust has been duly created and is lawfully and validly existing as a
business trust under the laws of the State of Delaware, and has, on the
date hereof, and will have, on and after the date hereof, full power and
authority to own its properties and conduct its business as described in
each Registration Statement, Prospectus and SAI, and is duly qualified to
do business under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or conducts
material business.
(f) The Trust's authorized capitalization is as set forth in the Registration
Statements. Issuance of the Shares of the Funds as contemplated by this
Agreement and by each Prospectus and SAI has been duly and validly
authorized, and the Shares of the Funds, when issued and paid for as
contemplated hereby and thereby, will be fully-paid and, except as
contemplated by the Prospectus and SAI, nonassessable and will conform to
the description thereof contained in the corresponding Prospectus and SAI.
The holders of outstanding shares of each Fund are not entitled to
preemptive or other rights to subscribe for the Shares of any Fund, other
than as contemplated by the Prospectus and SAI relating to each Fund.
(g) This Agreement has been duly authorized, executed and delivered by the
Trust.
(h) On or prior to the Initial Acceptance Date, all of the agreements
described in each Prospectus and SAI relating to the Fund or Funds whose
Shares are first being sold on such date (collectively, the "Fund
----
Agreements") will have been duly authorized, executed and delivered by the
----------
Trust, and will comply in all material respects with the Investment
Company Act and the Rules and Regulations thereunder.
(i) The Fund Agreements constitute or will constitute, on and after the
Initial Acceptance Date, assuming due authorization, execution and
delivery by the parties thereto other than the Trust, valid and legally
binding instruments, enforceable in accordance with their respective
terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(j) No consent, approval, authorization or order of any court or governmental
agency or body is or shall be required, as the case may be, for the
consummation from time to time of the transactions contemplated by this
Agreement and the Fund Agreements, except such as may be required (i)
under the Securities Act, the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Investment Company Act, the Rules and
------------
Regulations under each of the foregoing or the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD") (any of
----
which that were required before offers were made will have been obtained
before such offers were made and all of which will have been obtained,
with respect to each Fund, by the Effective Date of the post-effective
amendment relating to the Fund, except for those which become required
under such acts or rules or any other law or regulation after the Fund's
Effective Date but that were not required before such Effective Date, all
of which shall be obtained in a timely manner) or (ii) state securities
laws of any jurisdiction in connection with the issuance, offer or
redemption of the Shares of each Fund by the Trust.
(k) The operations and activities of the Trust and each Fund as contemplated
by the Prospectuses and the SAIs, the performance by the Trust and each
Fund of this Agreement and the Fund Agreements,
-3-
<PAGE>
the making of the offer or the sale of Shares of each Fund and
consummation from time to time of such sales, the redemption of Shares of
each Fund, or any other transactions contemplated herein, in the Fund
Agreements, in the Prospectuses or in the SAIs, will not conflict with,
result in a breach of, or constitute a default under, the declaration of
trust or the Trust's By-laws or, in any material respect, the terms of any
other agreement or instrument to which the Trust is a party or by which it
is bound, or any order or regulation applicable to the Trust of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Trust.
(l) There is not pending, or to the best knowledge of the Trust, threatened,
any action, suit or proceeding before any court or governmental agency,
authority or body or any arbitrator to which the Trust is (or, to the best
knowledge of the Trust, is threatened to be) a party, of a character
required to be described in any Registration Statement, Prospectus or SAI
which is not described as required.
(m) There is no contract or other document of a character required to be
described in any Registration Statement, Prospectus or SAI, or to be filed
as an exhibit, which is not described or filed as required.
(n) Except as stated or contemplated in the Registration Statements,
Prospectuses and SAIs, (i) the Trust has not incurred any liabilities or
obligations, direct or contingent, or entered into any transactions,
whether or not in the ordinary course of business, that are material to
the Trust, (ii) there has not been any material adverse change, or, any
development involving a prospective material adverse change, in the
condition (financial or other) of the Trust, (iii) there has been no
dividend or distribution paid or declared in respect of the Trust, and
(iv) the Trust has not incurred any indebtedness for borrowed money.
(o) Each Fund will elect or has elected to be treated as a regulated
investment company as defined in Section 851(a) of the Internal Revenue
Code of 1986 for its first taxable year and will operate so as to qualify
as such in its current and all subsequent taxable years.
(p) Except as stated or contemplated in any Prospectus or SAI, the Trust owns
all of its assets free and clear in all material respects of all liens,
security interests, pledges, mortgages, charges and other encumbrances or
defects.
3. Selection of Authorized Dealers; Other Services as Distributor.
--------------------------------------------------------------
(a) With respect to each Class subject to a sales charge, the Distributor
shall have the right on the basis of the representations, warranties and
agreements herein contained and subject to the terms and conditions herein
set forth, to make arrangements for (i) securities dealers (including
bank-affiliated dealers) that are members in good standing of the NASD,
(ii) foreign securities dealers which are not eligible for membership in
the NASD who have agreed to comply as though they were NASD members with
the provisions of Sections 2730, IM-2730, 2740, IM-2740, 2750 and IM-2750
of the Conduct Rules of the NASD and with Section 2420 thereof as that
Section applies to a non-NASD member broker or dealer in a foreign
country, or (iii) banks, as defined in Section 3(a)(6) of the Exchange
Act, which are duly organized and validly existing in good standing under
the laws of the jurisdiction in which they are organized, to solicit from
the public orders to purchase Shares of the Funds. Such securities dealers
and banks ("Authorized Dealers") selected by you in accordance with dealer
------------------
agreements with you ("Dealer Agreements") shall solicit such orders
-----------------
pursuant to their respective Dealer Agreements. You will act only on your
own behalf as principal in entering into each such Dealer Agreement. With
respect to each Class that is not subject to a sales charge, you shall act
as Principal Underwriter of such shares.
(b) You acknowledge that the only information provided to you by the Trust is
that contained in each
-4-
<PAGE>
Registration Statement, Prospectus and SAI. Neither you nor any Authorized
Dealer nor any other person is authorized by the Trust to give any
information or to make any representations, other than those contained in
the relevant Registration Statement, Prospectus and SAI and any sales
literature approved by appropriate representatives of the Trust. You may
undertake or arrange for such advertising and promotion as you believe is
reasonable in connection with the solicitation of orders to purchase
Shares of a Fund; provided, however, that you will provide the Trust with
-------- -------
and obtain the Trust's approval of copies of any advertising and
promotional materials approved, produced or used by you prior to their
use. You will file such materials with the Commission and the NASD as may
be required by the Exchange Act and the Investment Company Act and the
Rules and Regulations thereunder and by the rules of the NASD.
(c) You agree to perform such services as are described in each Registration
Statement, Prospectus and SAI as to be performed by the Distributor
including, without limitation, distributing Account Information Forms.
(d) All of your activities as distributor of the Shares of the Funds shall
comply, in all material respects, with all applicable laws, Rules and
Regulations, including, without limitation, all rules and regulations made
or adopted by the Commission or by any securities association registered
under the Exchange Act, including the NASD, as in effect from time to
time.
4. Offering by the Distributor.
---------------------------
(a) You will act as agent for the Trust in the distribution of Shares of the
Funds and you agree to use your best efforts to offer and sell Shares of
the Funds subject to a sales charge to the public at the public offering
price as set forth in the relevant Prospectus, subject to any waivers or
reductions of any applicable sales charges, dealer allowances and fees as
you and each of the Authorized Dealers, if any, shall have agreed to in
writing. You may also subscribe for Shares of a Fund as principals for
resale to the public or for resale to Authorized Dealers. You shall devote
reasonable time and effort to effect sales of Shares of the Funds, but you
shall not be obligated to sell any specific number of Shares. Nothing
contained herein shall prevent you from entering into like distribution
arrangements with other investment companies.
(b) The Distributor is authorized to purchase Shares of any Fund presented to
them by Authorized Dealers at the price determined in accordance with, and
in the manner set forth in, the Prospectus for such Fund.
(c) Unless you are otherwise notified by the Trust, any right granted to you
to accept orders for Shares of any Fund or to make sales on behalf of the
Trust or to purchase Shares of any Fund for resale will not apply to (i)
Shares issued in connection with the merger or consolidation of any other
investment company with the Trust or its acquisition, by purchase or
otherwise, of all or substantially all of the assets of any investment
company or substantially all the outstanding securities of any such
company, and (ii) Shares that may be offered by the Trust to shareholders
by virtue of their being such shareholders.
5. Compensation.
------------
(a) With respect to any Class which is sold to the public subject to a sales
charge, you will be entitled to receive that portion of the sales charges
applicable to sales of Shares of such Class and not reallocated to
Authorized Dealers as set forth in the relevant Prospectus, subject to any
waivers or
-5-
<PAGE>
reductions of such sales charges, if any, in accordance with Section 4 of
this Agreement. In addition, you shall be entitled to receive the entire
--------------------------------------------------------
amount of any contingent deferred sales charge imposed and paid by
------------------------------------------------------------------
shareholders upon the redemption or repurchase of Shares of any Class
---------------------------------------------------------------------
subject to such charges as set forth in the relevant Prospectus, subject
------------------------------------------------------------------------
to any waivers or reductions of such sales charges that may be disclosed
------------------------------------------------------------------------
in such Prospectus. With respect to any shares sold subject to a
------------------
contingent deferred sales charge, such charge shall be payable in such
amounts as disclosed in the applicable Prospectus as the same was in
effect at the time of sale. The right to receive any contingent deferred
sales charge granted hereunder shall apply to all shares sold during the
term of this Agreement, and to the extent permitted by the Investment
Company Act and other applicable laws, shall continue with respect to such
shares notwithstanding termination of this Agreement. In connection with
each transaction in which you are acting as an Authorized Dealer, you also
will be entitled to that portion of the sales charges, if any, payable to
an Authorized Dealer in such transaction.
(b) The Trust has entered into Plans of Distribution pursuant to Rule 12b-1
under the 1940 Act ("Rule 12b-1 Plans") with respect to certain classes of
certain Funds. The Trust shall pay to you as distributor of such Classes
the compensation pursuant to the Rule 12b-1 Plans as shall be set forth
from time to time in the Prospectuses and SAIs and provided for under the
Rule 12b-1 Plan.
(c) The amounts payable as compensation pursuant to this Section 5 shall be
subject to the limitations in Section 2830 of the Conduct Rules of the
NASD.
6. Undertakings. The Trust agrees with you, for your benefit, that:
------------
(a) The Trust shall sell Shares of the Funds so long as it has such Shares
available for sale and shall cause the transfer agent (the "Transfer
--------
Agent") to record on its books the ownership of such Shares registered in
-----
such names and amounts as you have requested in writing or other means, as
promptly as practicable after receipt by the Trust of the payment
therefor. The Trust will make such filings under the Investment Company
Act with, and pay such fees to, the Commission as are necessary to
register Shares of any Fund sold by you on behalf of the Trust. Prior to
the termination of this Agreement, the Trust will not file any amendment
to any Registration Statement or amendment or supplement to any Prospectus
or SAI (whether pursuant to the Securities Act, the Investment Company
Act, or otherwise) without prior notice to you; provided, however, that
-------- -------
nothing contained in this Agreement shall in any way limit the Trust's
right to file such amendments to any Registration Statement, or amendments
or supplements to any Prospectus or SAI as the Trust may deem advisable,
such right being in all respects absolute and unconditional, it being
understood that this proviso shall not relieve the Trust of its obligation
to give prior notice of any such amendment or supplement to you. Subject
to the foregoing sentence, if the filing of any Prospectus or SAI, as the
case may be, contained in any Registration Statement at the relevant
Effective Date, or any amendment or supplement thereto, is required under
Rule 497, the Trust will cause such Prospectus or SAI, and any amendment
or supplement thereto, to be filed with the Commission pursuant to the
applicable paragraph of Rule 497 within the time period prescribed and
will, if requested, provide evidence satisfactory to you of such timely
filing. The Trust will promptly advise you (i) when such Prospectus or SAI
shall have been filed (if required) with the Commission pursuant to Rule
497, (ii) when, prior to termination of this Agreement, any amendment to
any Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of any
Registration Statement or amendment or supplement to any Prospectus or SAI
or for any additional information relating to or that could affect
disclosure in any of the foregoing, (iv) of the issuance by the Commission
of any order suspending the effectiveness of any Registration Statement,
or suspending the registration of the Trust under the Investment Company
Act, or the institution or (to the best knowledge of the Trust)
threatening of any proceeding for that purpose, and (v) of the receipt by
the Trust of any notification with respect to the suspension of the
qualification of the offer or sale of Shares
-6-
<PAGE>
of a Fund in any jurisdiction or the initiation or (to the best knowledge
of the Trust) threatening of any proceeding for such purpose. The Trust
will use its best efforts to prevent the issuance of any such order or
suspension and, if issued, to obtain as soon as possible the withdrawal or
suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under
the Securities Act, any event occurs as a result of which such Prospectus
or SAI would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made not misleading, or
if it shall be necessary to amend any Registration Statement or amend or
supplement any Prospectus or SAI to comply with the Securities Act, the
Investment Company Act or the Rules and Regulations thereunder, the Trust
will notify you promptly of any such circumstance and promptly will
prepare and file with the Commission, subject to the third sentence of
Section 6(a), an amendment or supplement which will correct such statement
or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting
requirements under the Investment Company Act and the Rules and
Regulations thereunder), the Trust will make generally available to its
shareholders and, subject to Section 8 of this Agreement, to you (with
sufficient copies for the Authorized Dealers), a report containing the
financial statements required to be included in such reports under Section
30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as
many conformed copies of the Registration Statements including exhibits
thereto, on each Effective Date, as you may reasonably request for
yourself and for delivery to the Authorized Dealers and, so long as
delivery of a Prospectus or SAI by you or any Authorized Dealer may be
required by law, the number of copies of each Prospectus and each SAI as
you may reasonably request for yourself and for delivery to the Authorized
Dealers.
(e) To the extent required by applicable state law, the Trust will use its
best efforts to arrange for the qualification of an appropriate number of
the Shares of the Funds for sale under the laws of such of the 50 states
of the United States, the District of Columbia, the Commonwealth of Puerto
Rico, the Territory of Guam, and such other jurisdiction as you and the
Trust may approve, and will maintain such qualifications in effect as long
as may be reasonably requested by you, provided that the Trust shall not
be required in connection herewith or as a condition hereto to qualify as
a foreign corporation or to execute a general consent to service of
process in any jurisdiction. You shall furnish such information and other
material relating to your affairs and activities as may be required by the
Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and,
subject to Section 8 of this Agreement, the Trust, if so requested, will
furnish to you, as soon as they are available (with sufficient copies for
the Authorized Dealers), copies of all reports, communications and
financial statements sent by the Trust to its shareholders or filed by, or
on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the
Commission a notice under paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act, the Trust, if so requested, shall furnish to you a
copy of the opinion of counsel for the Trust required by such Rule to the
effect that the Shares covered by the notice were legally issued, fully
paid and nonassessable. The Trust further agrees that if, in connection
with the filing of any post-effective amendment to any Registration
Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund"
in any Prospectus or SAI
-7-
<PAGE>
that is deemed material by you, the Trust, if so requested, shall furnish
to you an opinion of counsel for the Trust, dated the date of such post-
effective amendment, to the effect of paragraph 2 (to the extent it
relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if
so requested, shall furnish to you an opinion of counsel for the Trust,
dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any
Prospectus or SAI, the Trust, if so requested, shall furnish to you an
opinion of counsel for the Trust, dated the date of such post-effective
amendment.
Any opinion or statement furnished pursuant to this Section 6(g) shall be
modified as necessary to relate to this Agreement and the Fund Agreements
and the Rules and Regulations as then in effect and shall state that the
Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent
Effective Date with respect to an amendment of a Registration Statement
which first includes certified financial statements for the preceding
fiscal year, in respect of a Fund, a copy of the report of the Trust's
independent public accountants with respect to the financial statements
and selected per share data and ratios relating to such Fund, addressed to
you. The Trust further agrees that the Trust, if so requested, shall
furnish to you (i) on each date on which the Trust, pursuant to the
preceding sentence, furnishes to you a report of its independent public
accountants, a certificate of its treasurer or assistant treasurer in a
form reasonably satisfactory to you describing in reasonable detail how
the figures included under the captions "Portfolio Transactions" and
"Performance Information" (or similar captions) in the Prospectus or SAI
of such Fund and the figures relating to the aggregate amounts of
remuneration paid to officers, trustees and members of the advisory board
and affiliated persons thereof (as required by Section 30(d)(5) of the
Investment Company Act) were calculated and confirming that such
calculations are in conformity with the Rules and Regulations under the
Investment Company Act and (ii) on each date the Trust files with the
Commission the Trust's required semi-annual financial statements, a
certificate of its treasurer or assistant treasurer in a form reasonably
satisfactory to you, describing the manner in which such financial
statements were prepared and confirming that such financial statements
have been prepared in conformity with the Rules and Regulations under the
Investment Company Act.
7. Conditions to Your Obligations as Distributor and Principal Underwriter.
-----------------------------------------------------------------------
Your obligations as distributor of the Shares of the Funds shall be
subject to the accuracy of the representations and warranties on the part
of the Trust contained herein as of the dates when made or deemed to have
been made, to the accuracy in all material respects of the statements made
in any certificates, letters or opinions delivered pursuant to the
provisions of Sections 6 or 7 of this Agreement, to the performance by the
Trust of its obligations hereunder and to the following additional
conditions:
(a) If filing of any Prospectus or SAI, or any amendment or supplement to any
Prospectus or SAI, or any other document is required pursuant to any
applicable provision of Rule 497, such Prospectus or SAI, or any such
amendment or supplement and other document will be filed in the manner and
within the time period required by the applicable provision of Rule 497;
and no order suspending the effectiveness of the amendment shall have been
issued and no proceedings for that purpose shall have been instituted or,
to the best knowledge of the Trust, threatened and the Trust shall have
complied with any request of the Commission for additional information (to
be included in the relevant Registration Statement, Prospectus, SAI or as
the Commission otherwise shall have requested).
-8-
<PAGE>
(b) At the Initial Acceptance Date with respect to each Fund, you shall have
received from counsel to the Distributors, if so requested, such opinion
or opinions, dated the Initial Acceptance Date, with respect to the
issuance and sale of the Shares, the relevant Registration Statement,
Prospectus and SAI and other related matters as you may reasonably
require, and the Trust shall have furnished to such counsel such documents
as they may request for the purpose of enabling them to pass upon such
matters. Each such opinion shall state that the Authorized Dealers may
rely on it.
(c) There shall not have been any change, or any development involving a
prospective change, in or affecting the Trust the effect of which in any
case is, in your good faith judgment, so material and adverse as to make
it impractical or inadvisable to proceed with the offering of Shares of
the Funds as contemplated by this Agreement.
(d) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by either
Federal or New York State authorities; (iii) the outbreak or escalation of
hostilities involving the United States or the declaration of a national
emergency or war if the effect of any such event specified in this Clause
(iii) in your judgment makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares of a Fund on the
terms and in the manner contemplated in any Prospectus.
(e) The Trust shall have furnished to you such further information,
certificates and documents as you may have reasonably requested.
If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions, certificates or letters mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to you, this Agreement and
all your obligations hereunder may be cancelled by you. In the event of
such cancellation, the Trust shall remain liable for the expenses set
forth in Section 8.
8. Expenses.
--------
(a) The Trust will pay (or will enter into arrangements providing that parties
other than you will pay) all fees and expenses:
(1) in connection with the preparation, setting in type and filing of
the Registration Statements (including Prospectuses and SAIs) under
the Securities Act or the Investment Company Act, or both, and any
amendments or supplements thereto that may be made from time to
time;
(2) in connection with the registration and qualification of Shares of
the Funds for sale in the various jurisdictions in which it is
determined to be advisable to qualify such Shares of the Funds for
sale (including registering the Trust as a broker or dealer or any
officer of the Trust or other person as agent or salesman of the
Trust in any such jurisdictions);
(3) of preparing, setting in type, printing and mailing any notice,
proxy statement, report, Prospectus, SAI or other communication to
shareholders in their capacity as such;
(4) of preparing, setting in type, printing and mailing Prospectuses
annually, and any supplements thereto, to existing shareholders;
(5) in connection with the issue and transfer of Shares of the Funds
resulting from the
-9-
<PAGE>
acceptance by you of orders to purchase Shares of the Funds placed
with you by investors, including the expenses of printing and
mailing confirmations of such purchase orders and the expenses of
printing and mailing a Prospectus included with the confirmation of
such orders and, if requested by the purchaser, an SAI;
(6) of any issue taxes or any initial transfer taxes;
(7) of WATS (or equivalent) telephone lines other than the portion
allocated to you in this Section 8;
(8) of wiring funds in payment of Share purchases or in satisfaction of
redemption or repurchase requests, unless such expenses are paid for
by the investor or shareholder who initiates the transaction;
(9) of the cost of printing and postage of business reply envelopes sent
to shareholders;
(10) of one of more CRT terminals connected with the computer facilities
of the Transfer Agent other than the portion allocated to you in
this Section 8;
(11) permitted to be paid or assumed by any Fund or Funds or any Class
thereof pursuant to (a) a Rule 12b-1 Plan adopted by such Fund or
Funds in conformity with the requirements of Rule 12b-1 under the
Investment Company Act ("Rule 12b-1") or any successor rule,
----------
notwithstanding any other provision to the contrary herein or
(b) any other plan adopted by a Fund providing for account
administration or shareholder liaison services (a "Service Plan");
(12) of the expense of setting in type, printing and postage of any
periodic newsletter to shareholders other than the portion allocated
to you in this Section 8; and
(13) of the salaries and overhead of persons employed by you as
shareholder representatives other than the portion allocated to you
in this Section 8.
(b) Except as provided in any Rule 12b-1 Plan or Service Plan, you shall pay
or arrange for the payment of all fees and expenses:
(1) of printing and distributing any Prospectuses or reports prepared
for your use in connection with the offering of Shares of the Funds
to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of Shares of
the Funds to the public;
(3) of advertising in connection with the offering of Shares of the
Funds to the public;
(4) incurred in connection with your registration as a broker or dealer
or the registration or qualification of your officers, partners,
directors, agents or representatives under Federal and state laws;
(5) of that portion of WATS (or equivalent) telephone lines allocated to
you on the basis of use by investors (but not shareholders) who
request information or Prospectuses;
(6) of that portion of the expense of setting in type, printing and
postage of any periodic newsletter to shareholders attributable to
promotional material included in such newsletter at your
-10-
<PAGE>
request concerning investment companies other than the Trust or
concerning the Trust to the extent you are required to assume the
expense thereof pursuant to this Section 8, except such material
which is limited to information, such as listings of other
investment companies and their investment objectives, given in
connection with the exchange privilege as from time to time
described in the Prospectuses;
(7) of that portion of the salaries and overhead of persons employed by
you as shareholder representatives attributable to the time spent by
such persons in responding to requests from investors, but not
shareholders, for information about the Trust;
(8) of any activity which is primarily intended to result in the sale of
Shares of any Class of a Fund, unless a 12b-1 Plan shall be in
effect which provides that shares of such Classes shall bear some or
all of such expenses, in which case such Class shall bear such
expenses in accordance with such Plan; and
(9) of that portion of one or more CRT terminals connected with the
computer facilities of the Transfer Agent attributable to your use
of such terminal(s) to gain access to such of the Transfer Agent's
records as also serve as your records.
Expenses which are to be allocated between you and the Trust shall be
allocated pursuant to reasonable procedures or formulae mutually agreed
upon from time to time, which procedures or formulae shall to the extent
practicable reflect studies of relevant empirical data.
9. Indemnification and Contribution.
--------------------------------
(a) The Trust will indemnify you and hold you harmless against any losses,
claims, damages or liabilities, to which you may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, Registration Statement,
Prospectus, or SAI or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, and
will reimburse you for any legal or other expenses reasonably incurred by
you in connection with investigating or defending any such action or
claim; provided, however, that the Trust shall not be liable in any such
-------- -------
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Registration Statement, any
Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in
conformity with written information furnished to the Trust by you
expressly for use therein.
(b) You will indemnify and hold harmless the Trust against any losses, claims,
damages or liabilities to which the Trust may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof), arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, any Preliminary Prospectus, or
any Prospectus or SAI, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in any Registration Statement, any Preliminary Prospectus, or any
Prospectus or SAI in reliance upon and in conformity with written
information furnished to the Trust by you expressly for use therein; and
will reimburse the Trust for any legal or other expenses reasonably
incurred by the Trust in connection with investigating or defending any
such action or claim.
-11-
<PAGE>
(c) Promptly after receipt by an indemnified party under subsection (a) or (b)
above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may
have to any indemnified party otherwise than under such subsection. In
case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof the
indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 9 is unavailable to,
or insufficient to hold harmless, an indemnified party under subsection
(a) or (b) above in respect of any losses, claims, damages or liabilities
(or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Trust on the
one hand and you on the other from the offering of the Shares of the Fund
or Funds in respect of which such losses, claims, damages or liabilities
(or actions in respect thereof) arose. If, however, the allocation
provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice
required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Trust on the one hand and you
on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof) as well as any other relative equitable considerations. The
relative benefits received by the Trust on the one hand and you on the
other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Shares of the relevant Funds (before
deducting expenses) received by the Trust bear to the total compensation
received by you in selling Shares of such Funds under this Agreement,
including any sales charge as set forth in the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied
by the Trust on the one hand or you on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Trust and you agree that it would
not be just and equitable if the contributions pursuant to this subsection
(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), you shall not be required to contribute
any amount in excess of the amount by which the total price at which the
Shares of the relevant Funds sold by you and distributed to the public
were offered to the public exceeds the amount of any damages which you
have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
-12-
<PAGE>
(e) The obligations of the Trust under this Section 9 shall be in addition to
any liability which the Trust may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls you
within the meaning of the Securities Act; and your obligations under this
Section 9 shall be in addition to any liability which you may otherwise
have and shall extend, upon the same terms and conditions, to each trustee
or officer of the Trust (including any person who, with his consent, is
named in the relevant Registration Statement as about to become a trustee
of the Trust) and to each person, if any, who controls the Trust within
the meaning of the Securities Act.
(f) It is understood, however, that nothing in this paragraph 9 shall protect
any indemnified party against, or entitle any indemnified party to
indemnification against, or contribution with respect to, any liability to
the Trust or its shareholders to which such indemnified party is subject,
by reason of its willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of any reckless disregard of its
obligations and duties, under this Agreement, or otherwise to an extent or
in a manner that is inconsistent with Section 17(i) of the Investment
Company Act.
10. Term.
----
(a) This Agreement shall commence on the date first set forth above and
continue in effect until June 30, 1998 and then for successive annual
periods after June 30, 1998, provided such continuance is specifically
approved at least annually by (i) the Trustees of the Trust or (ii) a vote
of a majority (as defined in the Investment Company Act) of the Fund's
outstanding voting securities, provided that in either event the
continuance is also approved by a vote of a majority of the Trustees of
the Trust who are not interested persons (as defined in the Investment
Company Act) of the Trust or any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval. The
Trust authorizes, if and when you so determine, you to assign to a third
party any payments with respect to one or more Classes of Shares that you
are entitled to receive for your services hereunder, including any
payments of initial or deferred sales charges or payments in accordance
with a Rule 12b-1 or Service Plan so long as such Plan is in effect, free
and clear of any offset, defense or counterclaim the Trust may have
against you and except to the extent that any change or modification after
the date hereof of (x) the provisions of the Investment Company Act, the
Rules and Regulations thereunder or other applicable law or (y) any
interpretation of the Investment Company Act, the Rules and Regulations
thereunder or other applicable law shall restrict your right to make such
transfer free and clear of any offset, defense or counterclaim.
(b) The sale of Shares of the Funds in accordance with the terms of this
Agreement shall be subject to termination or suspension in the absolute
discretion of the Trust, by notice given to you as set forth in Section 12
hereof.
(c) This Agreement will terminate automatically in the event of its assignment
(as defined in the Investment Company Act). In addition, this Agreement
may be terminated by the Trust at any time with respect to any Class of
its Shares, without the payment of any penalty, by vote of a majority of
the Trustees of the Trust who are not interested persons (as defined in
the Investment Company Act) of the Trust or by a vote of a majority of the
outstanding voting securities of such Class on 60 days' written notice.
11. Representation and Indemnities to Survive. The respective agreements,
-----------------------------------------
representations, warranties, indemnities and other statements of the Trust
and you set forth in or made pursuant to this Agreement will, to the
extent permitted by applicable law, remain in full force and effect,
regardless of any investigation made by or on behalf of you, any
Authorized Dealer or the Trust, or any of the controlling persons referred
to in Section 9 hereof, and will survive the offer of the Shares of the
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<PAGE>
Funds. The provisions of Section 8, 9 and 11 hereof and your right to
receive any contingent deferred sale charges shall, to the extent
permitted by applicable law, survive the termination or cancellation of
this Agreement.
12. Notices. All communications hereunder will be in writing and effective
-------
only on receipt, and, if sent to you, mailed, delivered or telegraphed and
confirmed to you at Goldman, Sachs & Co., 85 Broad Street, York, New York
10004, Attention: Registration Department (Distributors - Goldman Sachs
Funds) or, if sent to the Trust, mailed, delivered or telegraphed and
confirmed to it at Goldman Sachs Trust, 4900 Sears Tower, Chicago, Ill.
60606, Attention: Secretary.
13. Affiliates. The Trust recognizes that your partners, officers and
----------
employees may from time to time serve as directors, trustees, officers and
employees of corporations and business entities (including other
investment companies), and that you or your affiliates may enter into
distribution or other agreements with other corporations and business
entities.
14. Successors. This Agreement will inure to the benefit of and be binding
----------
upon the parties hereto and their respective successors and, to the extent
set forth herein, each of the officers, trustees and controlling persons
referred to in Section 9 hereof, and no other person will have any right
or obligation hereunder.
15. Applicable Law. This Agreement will be governed by and construed in
--------------
accordance with the laws of the State of New York.
16. Miscellaneous. The captions in this Agreement are included for convenience
-------------
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. This Agreement
may be executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
The name "Goldman Sachs Trust" is the designation of the Trustees for the
time being under a Declaration of Trust dated January 28, 1997, as amended
from time to time, and all persons dealing with the Trust must look solely
to the property of the Trust for the enforcement of any claims against the
Trust as neither the Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Trust. No
series of the Trust shall be liable for any claims against any other
series of the Trust.
-14-
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between you and
the Trust, and, to the extent set forth herein, shall be for the benefit of each
Authorized Dealer.
Very truly yours,
GOLDMAN SACHS TRUST
By: /s/ Douglas C. Grip
-------------------------------
Name: Douglas C. Grip
Title: President of the Trust
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
/s/ David B. Ford
- -----------------------------
(Goldman, Sachs & Co.)
-15-
<PAGE>
EXHIBIT A
---------
Series ("Funds") of GOLDMAN SACHS TRUST, a Delaware business trust (the "Trust")
- -------------------------------------------------------------------------------
GOLDMAN SACHS FIXED INCOME FUNDS:
--------------------------------
Goldman Sachs Adjustable Rate Government Fund
Goldman Sachs Core Fixed Income Fund
Goldman Sachs Global Income Fund
Goldman Sachs Government Income Fund
Goldman Sachs Municipal Income Fund
Goldman Sachs Short Duration Tax-Free Fund
Goldman Sachs Short Duration Government Fund
Goldman Sachs High Yield Fund
GOLDMAN SACHS EQUITY FUNDS:
--------------------------
Goldman Sachs Balanced Fund
Goldman Sachs CORE Large Cap Growth Fund
Goldman Sachs CORE U.S. Equity Fund
Goldman Sachs CORE Small Cap Equity Fund
Goldman Sachs CORE International Equity Fund
Goldman Sachs CORE Large Cap Value Fund
Goldman Sachs Growth and Income Fund
Goldman Sachs Capital Growth Fund
Goldman Sachs International Equity Fund
Goldman Sachs Small Cap Value Fund
Goldman Sachs Asia Growth Fund
Goldman Sachs Emerging Markets Equity Fund
Goldman Sachs Mid-Cap Equity Fund
Goldman Sachs Real Estate Securities Fund
Goldman Sachs International Small Cap Fund
Goldman Sachs Japanese Equity Fund
Goldman Sachs European Equity Fund
Goldman Sachs Strategic Growth Fund
Goldman Sachs Growth Opportunities Fund
Goldman Sachs Internet Toll-Keeper Fund
Goldman Sachs Large Cap Value Fund
GOLDMAN SACHS ASSET ALLOCATION PORTFOLIOS
-----------------------------------------
Goldman Sachs Growth Strategy Portfolio
Goldman Sachs Aggressive Growth Strategy Portfolio
Goldman Sachs Balanced Strategy Portfolio
Goldman Sachs Growth and Income Strategy Portfolio
Goldman Sachs Conservative Strategy Portfolio
-16-
<PAGE>
GOLDMAN SACHS MONEY MARKET FUNDS:
--------------------------------
Goldman Sachs-Institutional Liquid Assets Portfolios:
----------------------------------------------------
Prime Obligations Portfolio
Government Portfolio
Treasury Obligations Portfolio
Federal Portfolio
Money Market Portfolio
Treasury Instruments Portfolio
Tax-Exempt Diversified Portfolio
Tax-Exempt California Portfolio
Tax-Exempt New York Portfolio
Financial Square Funds:
----------------------
Prime Obligations Fund
Government Fund
Treasury Obligations Fund
Money Market Fund
Tax-Free Money Market Fund
Federal Fund
Treasury Instruments Fund
Municipal Money Market Fund
Premium Money Market Fund
-17-
<PAGE>
Exhibit (g)(21)
[LETTERHEAD OF GOLDMAN SACHS APPEARS HERE]
July 19, 1999
State Street Bank and trust company
1 Heritage Drive, P3N
North Quincy, MA 02171
Gentlemen:
This is to advise you that Goldman Sachs Trust has established a new series to
be known as Goldman Sachs Internet Tollkeeper Fund. In accordance with the
Additional Funds provisions in Section 17 of the Custodian Contract dated April
6, 1990 between Goldman Sachs Trust and State Street Bank and Trust Company, the
Goldman Sachs Trust hereby requests that you act as Custodian for the new series
under the terms of the respective contracts.
Please indicate you acceptance of the foregoing by executing two copies of the
Letter Agreement, returning one to the Goldman Sachs Trust and retaining one
copy for your records.
GOLDMAN SACHS TRUST
By: /s/ John M. Perlowski
-------------------------
Name: John M. Perlowski
Title: Treasurer
Agreed to this 19th day of July, 1999.
State Street Bank and Trust company
By: /s/ [ILLEGIBLE SIGNATURE]
-------------------------
Senior Vice President
<PAGE>
Exhibit (h)(24)
GOLDMAN, SACHS & CO.
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
GOLDMAN SACHS TRUST
On behalf of
All Funds Other Than ILA and FST Money Market Funds
For the services provided and the expenses assumed by Goldman, Sachs & Co.
pursuant to the Transfer Agency Agreement with respect to all Funds of Goldman
Sachs Trust (the "Trust") other than the Institutional Liquid Assets and
Financial Square Money Market Funds, the Trust shall pay to Goldman, Sachs & Co.
as full compensation therefor a fee payable monthly at the respective annual
rates of .19% of the average daily net asset value of each Fund's Class A, Class
B and Class C Shares and .04% of the average daily net asset value of each
Fund's Institutional, Service and (where applicable) Administration Shares.
Goldman, Sachs & Co. shall bear all expenses incurred by it in connection
with the performance of its duties under the Transfer Agency Agreement,
including the expenses referred to in paragraph 6.02 thereof.
Goldman, Sachs & Co. Goldman Sachs Trust
By: /s/ David B. Ford By: /s/ Nancy L. Mucker
-------------------------- ----------------------------
(Authorized Officer) (Authorized Officer)
Date: July 31, 1998 Date: July 31, 1998
------------------------ --------------------------
<PAGE>
Exhibit 99(j)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
for Goldman Sachs Trust-Equity Funds dated March 19, 1999 (and to all references
to our firm) included in or made a part of Post-Effective Amendment No. 56 and
Amendment No. 58 to Registration Statement File Nos. 33-17619 and 811-5349,
respectively.
AUTHUR ANDERSON LLP
Boston, Massachusetts
September 15, 1999
