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GOLDMAN SACHS EQUITY PORTFOLIOS, INC.
GOLDMAN SACHS BALANCED FUND
GOLDMAN SACHS SELECT EQUITY FUND
GOLDMAN SACHS GROWTH AND INCOME FUND
GOLDMAN SACHS CAPITAL GROWTH FUND
GOLDMAN SACHS SMALL CAP EQUITY FUND
GOLDMAN SACHS INTERNATIONAL EQUITY FUND
GOLDMAN SACHS ASIA GROWTH FUND
Supplement dated March 1, 1996 to the Prospectus dated June 1, 1995
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The following supplements the information appearing in the Prospectus and
replaces the first and fourth paragraphs under the caption "How to Invest--
Offering Price" on pages 37 and 38 of the Prospectus:
The offering price is the next determined net asset value per share plus a
sales charge, if any, paid to Goldman Sachs at the time of purchase of shares
of the Funds as shown in the following table:
<TABLE>
<CAPTION>
SALES CHARGE MAXIMUM DEALER
AMOUNT OF PURCHASE SALES CHARGE AS AS PERCENTAGE ALLOWANCE AS
(INCLUDING SALES PERCENTAGE OF OF NET AMOUNT PERCENTAGE OF
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>
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* No sales charge is payable at the time of purchase of shares of $1 million
or more, but a contingent deferred sales charge ("CDSC") may be imposed in
the event of certain redemption transactions made within 18 months of
purchase.
** Goldman Sachs 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.
Purchases of shares made after March 1, 1996 in the amount of $1 million or
more which are not otherwise eligible for a waiver of the initial sales charge
will be made at net asset value with no initial sales charge, but if the
shares are redeemed within 18 months after the end of the calendar month in
which the purchase was made (the contingent deferred sales charge period), a
CDSC of 1.00% will be imposed. Any applicable CDSC will be assessed on an
amount equal to the lesser of the current market value or the original
purchase cost of the redeemed shares. Accordingly, no CDSC will be imposed on
increases in account value above the initial purchase price, including any
dividends which have been reinvested in additional shares. In determining
whether a CDSC applies to a redemption, the calculation will be determined in
a manner that results in the lowest possible rate being charged. Therefore, it
will be assumed that the redemption is first made from any shares in your
account that are not subject to the CDSC. The CDSC on shares that are subject
to a CDSC may be waived or reduced if the redemption results from the death or
disability (as defined in Section 72 of the Code) of a shareholder if the
redemption is made within one year of such event.
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An exchange of shares that are subject to a CDSC will not be subject to the
applicable CDSC at the time of exchange. Shares subject to a CDSC acquired in
an exchange will be subject to the CDSC, if any, of the shares originally
held. For purposes of determining the amount of any applicable CDSC, the
length of time a shareholder had owned shares acquired will be measured from
the date the shareholder acquired the original shares subject to a CDSC and
will not be affected by any subsequent exchange.
Class A shares of the Funds may be sold at net asset value without payment
of any sales charge to (a) 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
the above individuals; (b) qualified retirement plans of Goldman Sachs; (c)
trustees or directors of investment companies for which Goldman Sachs or an
affiliate acts as sponsor; (d) any employee or registered representative of
any Authorized Dealer or their respective spouses and children; (e) banks,
trust companies or other types of depository institutions investing for their
own account or investing for accounts for which they have investment
discretion; (f) banks, trust companies or other types of depository
institutions investing for accounts for which they do not have investment
discretion, provided they have entered into an agreement with GSAM specifying
aggregate minimums and certain operating policies and standards; (g) 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; (h)
pension and profit sharing plans, pension funds and other company-sponsored
benefit plans having either 200 eligible employees or at least $1,000,000
under management with GSAM and its affiliates; (i) shareholders whose purchase
is attributable to redemption proceeds (subject to appropriate documentation)
from a registered open-end management investment company not distributed or
managed by Goldman Sachs or its affiliates, if such redemption has occurred no
more than 60 days prior to the purchase of shares of the Funds and the
shareholder either (a) paid an initial sales charge or (b) was at some time
subject to a deferred sales charge with respect to the redemption proceeds;
(j) "wrap" accounts for the benefit of clients of broker-dealers, financial
institutions or financial planners, provided that they have entered into an
agreement with GSAM specifying aggregate minimums and certain operating
policies and standards; (k) registered investment advisers who have entered
into an agreement with GSAM specifying aggregate minimums and certain
operating policies and standards; and (l) accounts over which GSAM or its
advisory affiliates have investment discretion. Purchasers must certify
eligibility for an exemption on the Account Application and notify Goldman
Sachs if the shareholder is no longer eligible for an exemption. Exemptions
will be granted subject to confirmation of a purchaser's entitlement.
Investors purchasing shares of the Funds at net asset value without payment of
any initial sales charge may be charged a fee if they effect transactions in
shares through a broker or agent. In addition, under certain circumstances,
dividends and distributions from any of the Goldman Sachs Portfolios may be
reinvested in shares of each Fund at net asset value, as described under
"Cross-Reinvestment of Dividends and Distributions and Automatic Exchange
Program".
HOW TO INVEST--PARTICIPANT-DIRECTED PLANS
The disclosure under the subcaptions "How to Invest--Participant-Directed
Plans" on pages 39 and 40 of the Prospectus is deleted.
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HOW TO INVEST--REINVESTMENT OF REDEMPTION PROCEEDS
The following supplements the first paragraph under the section captioned
"How to Invest--Reinvestment of Redemption Proceeds" on page 40 of the
Prospectus:
If you paid a CDSC upon a redemption and reinvest in shares subject to the
conditions set forth above, your account will be credited with the amount
of the CDSC attributable to such shares previously charged, and the
reinvested shares will 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.
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EQSUP5/100K/0396
