<PAGE>
THE GOLDMAN SACHS EQUITY PORTFOLIOS
CLASS A AND B SHARES
SUPPLEMENT DATED JANUARY 3, 1997 TO THE PROSPECTUS DATED MAY 1, 1996 AS
REVISED DECEMBER 1, 1996
The following supplements the Fund Manager's table under the "Management"
section in the Prospectus:
FUND MANAGERS
<TABLE>
<CAPTION>
YEARS FIVE-
FUND PRIMARILY YEAR EMPLOYMENT
NAME AND TITLE RESPONSIBILITY RESPONSIBLE HISTORY
- -------------------------------------------------------------------------------
<C> <C> <C> <S>
Herbert E. Ehlers Senior Portfolio Since 1997 Mr. Ehlers joined
Managing Director Manager-Capital Growth the Investment
Adviser in 1997.
Prior to 1997, he
was the Chief
Investment Officer
of Liberty
Investment
Management, Inc.
and its predecessor
firm.
- -------------------------------------------------------------------------------
George D. Adler Portfolio Manager- Since 1997 Mr. Adler joined
Vice President Capital Growth the Investment
Adviser in 1997.
Prior to 1997, he
was a portfolio
manager at Liberty
Investment
Management, Inc.
and its predecessor
firm.
- -------------------------------------------------------------------------------
Robert G. Collins Portfolio Manager- Since 1997 Mr. Collins joined
Vice President Capital Growth the Investment
Adviser in 1997.
Prior to 1997, he
was a portfolio
manager at Liberty
Investment
Management, Inc.
and its predecessor
firm.
- -------------------------------------------------------------------------------
Gregory H. Ekizian Portfolio Manager- Since 1997 Mr. Ekizian joined
Vice President Capital Growth the Investment
Adviser in 1997.
Prior to 1997, he
was a portfolio
manager at Liberty
Investment
Management, Inc.
and its predecessor
firm.
- -------------------------------------------------------------------------------
David G. Shell Portfolio Manager- Since 1997 Mr. Shell joined
Vice President Capital Growth the Investment
Adviser in 1997.
Prior to 1997, he
was a portfolio
manager at Liberty
Investment
Management, Inc.
and its predecessor
firm.
- -------------------------------------------------------------------------------
Ernest C. Segundo, Jr. Portfolio Manager- Since 1997 Mr. Segundo joined
Vice President Capital Growth the Investment
Adviser in 1997.
Prior to 1997, he
was a portfolio
manager at Liberty
Investment
Management, Inc.
and its predecessor
firm.
</TABLE>
<PAGE>
The following supplements the information appearing under the sections
"Offering Price--Class A Shares" and "Offering Price--Class B Shares" on pages
34 and 36, respectively:
The entire amount of the sales charge attributable to Class A shares will be
reallowed to Authorized Dealers and an additional commission equal to 0.50% of
the amount invested in Class B shares will be paid to Authorized Dealers
during the period January 1, 1997 through April 15, 1997 if such shares are
purchased through any Individual Retirement Account (IRA), including self-
directed IRAs.
The last paragraph under the section "Offering Price--Class A Shares" on
page 34 will be revised as follows:
(f) banks, trust companies or other types of depository institutions
investing for accounts for which they do not have investment discretion;
and
(h) pension and profit sharing plans, pension funds and other company-
sponsored benefit plans that (i) buy shares costing $500,000 or more, or
(ii) have at the time of purchase, 100 or more eligible participants, or
(iii) certify that they project to have annual plan purchases of $200,000
or more, or (iv) are provided administrative services by a third party
administrator that in the aggregate satisfies (i) or (iii) above.
Goldman Sachs may pay a one-time commission to Authorized Dealers who
initiate or are responsible for purchases by plans satisfying the requirements
set forth in (h) above equal to 1.00% of the amount under $3 million, 0.50% of
the next $2 million, and 0.25% thereafter. Purchases by such plans will be
made at net asset value 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 contingent deferred sales charge (CDSC), as
described in the Prospectus, of 1.00% will be imposed upon the plan sponsor or
the third party administrator.
The following supplements the information appearing under the section
"Waiver or Reduction of Contingent Deferred Sales Charge" on page 37:
The CDSC on Class B shares and Class A shares that are subject to CDSC may
be waived or reduced if the redemption relates to (a) retirement distributions
or loans to participants or beneficiaries from pension and profit-sharing
plans, pension funds and other company sponsored benefit plans (each a
"Plan"); (b) excess contributions being returned to a Plan; (c) the death or
disability (as defined in Section 72 of the Code) of a participant or
beneficiary in a Plan; (d) hardship withdrawals by a participant or
beneficiary in a Plan; (e) satisfying the minimum distribution requirements of
the Code; (f) the establishment of "substantially equal periodic payments" as
described in Section 72(t) of the Code; or (g) the separation from service by
a participant or beneficiary in a Plan.
