GOLDMAN SACHS TRUST
Consent of Sole Shareholder of the
Goldman Sachs CORESM Tax-Managed Equity Fund
Goldman Sachs High Yield Municipal Fund
The undersigned, being the sole shareholder of the Goldman Sachs CORE
Tax-Managed Equity Fund and the Goldman Sachs High Yield Municipal Fund (the
"Funds"), each a series of Goldman Sachs Trust, a Delaware business trust (the
"Trust"), hereby consents to and takes the following action in writing in lieu
of a meeting:
RESOLVED, that the form, terms and provisions of the
Management Agreement between the Funds and Goldman Sachs Asset Management, dated
April 30, 1997 as amended February 3, 2000, a copy of which has been presented
to the undersigned, be, and hereby are, in all respects approved.
FURTHER RESOLVED, that the investment objective and
fundamental investment restrictions of the Funds as set forth in the Goldman
Sachs CORE Tax-Managed Equity Fund's Prospectus and Statement of Additional
Information ("SAI"), dated April 3, 2000, and the Goldman Sachs High Yield
Municipal Fund's Prospectus and SAI dated March 1, 2000, be, and hereby are,
approved.
Dated: March 29, 2000
THE GOLDMAN SACHS GROUP, L.P.
By: ______________________________
Name: David B. Ford
Title: Managing Director
