-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AT2kiFoXT8wPH5r57s/qp/Yf32aHbmNyPIjYOv3NEXl7qC922wHmnNoyaZn9AGHH Rgae+CtqogSKhgcDEY00XA== 0000950123-05-010660.txt : 20050901 0000950123-05-010660.hdr.sgml : 20050901 20050901154918 ACCESSION NUMBER: 0000950123-05-010660 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050901 DATE AS OF CHANGE: 20050901 EFFECTIVENESS DATE: 20050901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS VARIABLE INSURANCE TRUST CENTRAL INDEX KEY: 0001046292 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08361 FILM NUMBER: 051064825 BUSINESS ADDRESS: STREET 1: 4900 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129934400 MAIL ADDRESS: STREET 1: 4900 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 N-CSRS 1 e10666nvcsrs.htm FORM N-CSR FORMN-CSR
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES

Investment Company Act file number 811-08361


Goldman Sachs Variable Insurance Trust


(Exact name of registrant as specified in charter)

71 South Warker, Suite 500, Chicago, Illinois 60606


(Address of principal executive offices) (Zip code)
     
Howard B. Surloff, Esq.   Copies to:
Goldman, Sachs & Co.   Jeffrey A. Dalke, Esq.
One New York Plaza   Drinker Biddle & Reath LLP
New York, New York 10004   One Logan Square
    18th and Cherry Streets
    Philadelphia, PA 19103

(Name and address of agents for service)

Registrant’s telephone number, including area code: (312) 655-4400


Date of fiscal year end: December 31


Date of reporting period: June 30, 2005


     
ITEM 1.   REPORTS TO STOCKHOLDERS.
     
    The Semi-Annual Report to Stockholders is filed herewith.

 


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
Growth and Income Fund
 
Semiannual Report
June 30, 2005
 


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – Growth and Income Fund during the six-month reporting period that ended June 30, 2005.

Market Review

The U.S. equity markets finished the reporting period with relatively flat returns despite reaching both highs and lows of the year. Overall, during the reporting period the equity market, as measured by the S&P 500 Index, returned -0.81%. Throughout the period, investor sentiment related to interest rates and commodity prices drove the market’s direction. After bottoming in April and then surging in May, the markets weakened in June as oil prices exceeded $60 a barrel. Despite low interest rates and an improved outlook for economic growth, investor confidence was shaken by continued troubles in the U.S. auto industry.

Investment Objective

The Fund seeks long-term growth of capital and growth of income.

Portfolio Composition

Top 10 Portfolio Holdings as of June 30, 2005*

                 
% of Net
Company Business Assets



Exxon Mobil Corp.
      Energy Resources     5.6 %
Bank of America Corp.
      Large Banks     4.9  
Citigroup, Inc.
      Large Banks     4.8  
ChevronTexaco Corp.
      Energy Resources     3.9  
Pfizer, Inc.
      Drugs     3.4  
J.P. Morgan Chase & Co.
      Large Banks     3.2  
Burlington Resources, Inc.
      Energy Resources     2.5  
Sprint Corp.
      Telephone     2.1  
iStar Financial, Inc.
      REITs     2.0  
Microsoft Corp.
      Computer Software     1.9  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Shareholder Letter (continued)

Performance Review

Over the six-month period that ended June 30, 2005, the Fund generated a cumulative total return of 0.60%. Over the same time period, the Fund’s benchmark, the Russell 1000 Value Index (with dividends reinvested), generated a cumulative total return of 1.76% and its former benchmark, the Standard & Poor’s 500 Index (with dividends reinvested), generated a cumulative total return of –0.81%.#

During the period, the Fund generated positive returns, but lagged the benchmark. The Fund’s holdings in the Utilities and Basic Materials sectors enhanced relative results, while its Energy and Insurance sectors detracted from relative results.

In Industrials, Tyco International Ltd. ranked as the weakest performer. The stock declined after the company lowered near-term earnings expectations. Additionally, the company announced plans to sell off its unprofitable plastics and adhesives division. In Services, Nortel Networks performed poorly due to the delay in its financial restatement. We subsequently eliminated the holding from the portfolio.

In the Energy sector, we continue to rely on stock selection, rather than sector positioning, to drive performance. We favor companies with strong management teams, quality assets, and low cost structures. Burlington Resources, Inc., a long-term holding, represents such an investment that has outperformed its peers over the reporting period. Despite this success, the Fund’s overall investments in the Energy sector detracted from results because they were unable to outpace the historical gains in the benchmark. In the Insurance sector, the Fund’s holding in Willis Group detracted from performance results. On the upside, the Fund’s Utility holdings have fared well, with PPL Corp. and Entergy Corp. examples of stocks in the sector that enhanced performance over the period.

We thank you for your investment and look forward to serving your investment needs in the future.

Goldman Sachs Value Portfolio Management Team

July 18, 2005

# Effective June 1, 2005, The Russell 1000 Value Index replaced the S&P 500 Index as the Fund’s benchmark. The Russell 1000 Value Index is an unmanaged market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and higher forecasted growth values. The S&P 500 Index (with dividends reinvested) is the Standard & Poor’s 500 Composite Stock Price Index of 500 stocks, an unmanaged index of common stock prices. In the Investment Adviser’s opinion, the Russell 1000 Value Index is a more appropriate benchmark against which to measure the performance of the Fund. The Index figures do not reflect any deduction for fees, expenses or taxes.

Shares of the Goldman Sachs Variable Insurance Trust (“VIT”) Growth and Income Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity

 
2


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

The VIT Growth and Income Fund invests primarily in large-capitalization U.S. equity investments and also invests in fixed income securities. The Fund’s equity investments will be subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Investments in fixed income securities are subject to the risks associated with debt securities including credit and interest rate risk.

SECTOR ALLOCATION AS OF JUNE 30, 2005

Percentage of Portfolio Investments

(BAR CHART)

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value. Short-term investments include repurchase agreements.

 
 
3


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Statement of Investments

June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – 98.3%

    Brokers – 2.0%
      22,900     Lehman Brothers Holdings, Inc.   $ 2,273,512  
      68,400     Morgan Stanley     3,588,948  
                 
 
                  5,862,460  
   
    Chemicals – 2.5%
      68,390     Rohm & Haas Co. GDR     3,169,193  
      91,002     The Dow Chemical Co.     4,052,319  
                 
 
                  7,221,512  
   
    Computer Hardware – 1.6%
      43,750     CDW Corp.     2,497,687  
      95,900     Hewlett-Packard Co.     2,254,609  
                 
 
                  4,752,296  
   
    Computer Software - 3.7%
      191,589     Activision, Inc.*     3,165,050  
      12,900     International Business Machines Corp.     957,180  
      224,830     Microsoft Corp.     5,584,777  
      100,473     Oracle Corp.*     1,326,244  
                 
 
                  11,033,251  
   
    Consumer Durables – 1.0%
      96,265     Masco Corp.     3,057,376  
   
    Defense/Aerospace – 1.7%
      44,945     General Dynamics Corp.     4,923,275  
   
    Drugs – 3.4%
      361,163     Pfizer, Inc.     9,960,876  
   
    Electrical Utilities – 8.8%
      55,371     Ameren Corp.     3,062,016  
      20,500     Cinergy Corp.     918,810  
      57,497     Dominion Resources, Inc.     4,219,705  
      69,756     Entergy Corp.     5,270,066  
      87,166     Exelon Corp.     4,474,231  
      52,587     FirstEnergy Corp.     2,529,960  
      92,195     PPL Corp.     5,474,539  
                 
 
                  25,949,327  
   
    Energy Resources – 13.1%
      133,314     Burlington Resources, Inc.     7,364,265  
      204,576     ChevronTexaco Corp.     11,439,890  
      58,914     ConocoPhillips     3,386,966  
      287,387     Exxon Mobil Corp.     16,516,131  
                 
 
                  38,707,252  
   
    Environmental & Other Services – 1.0%
      107,649     Waste Management, Inc.     3,050,773  
   
    Financial Technology – 0.9%
      63,368     First Data Corp.     2,543,591  
   
    Food & Beverage – 1.3%
      78,855     Kraft Foods, Inc.     2,508,377  
      20,443     Unilever N.V.     1,325,320  
                 
 
                  3,833,697  
   
    Home Products – 2.7%
      41,503     Avon Products, Inc.     1,570,889  
      77,300     Newell Rubbermaid, Inc.     1,842,832  
      21,653     The Clorox Co.     1,206,505  
      62,184     The Procter & Gamble Co.     3,280,206  
                 
 
                  7,900,432  
   
    Large Banks – 13.8%
      314,613     Bank of America Corp.     14,349,499  
      303,539     Citigroup, Inc.     14,032,608  
      267,969     J.P. Morgan Chase & Co.     9,464,665  
      100,800     U.S. Bancorp     2,943,360  
                 
 
                  40,790,132  
   
    Media – 3.0%
      93,757     News Corp.     1,516,988  
      154,259     The Walt Disney Co.     3,884,242  
      211,865     Time Warner, Inc.*     3,540,264  
                 
 
                  8,941,494  
   
    Medical Products – 1.2%
      99,153     Baxter International, Inc.     3,678,576  
   
    Motor Vehicle – 0.8%
      51,285     Autoliv, Inc.     2,246,283  
   
    Oil Services – 1.0%
      31,300     Baker Hughes, Inc.     1,601,308  
      25,935     BJ Services Co.     1,361,069  
                 
 
                  2,962,377  
   
    Paper & Packaging – 1.1%
      152,791     Packaging Corp. of America     3,216,251  
   
    Parts & Equipment – 4.9%
      44,897     American Standard Companies, Inc.     1,882,082  
      84,633     General Electric Co.     2,932,534  
      147,397     Tyco International Ltd.     4,303,992  
      103,538     United Technologies Corp.     5,316,676  
                 
 
                  14,435,284  
   
    Property Insurance – 5.0%
      59,764     PartnerRe Ltd.     3,849,997  
      51,848     RenaissanceRe Holdings Ltd.     2,552,996  
      65,999     The Allstate Corp.     3,943,440  
      64,992     Willis Group Holdings Ltd.     2,126,538  
      31,178     XL Capital Ltd.     2,320,267  
                 
 
                  14,793,238  
   
 
The accompanying notes are an integral part of these financial statements.

4


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 
                     
Shares Description Value
   
Common Stocks – (continued)

    Regional Banks – 2.8%
      143,336     KeyCorp   $ 4,751,589  
      62,355     PNC Financial Services Group     3,395,853  
                 
 
                  8,147,442  
   
    REITs – 4.8%
      69,173     Apartment Investment & Management Co.     2,830,559  
      63,165     Developers Diversified Realty Corp.     2,903,064  
      138,543     iStar Financial, Inc.     5,762,003  
      69,948     Plum Creek Timber Co., Inc.     2,539,112  
                 
 
                  14,034,738  
   
    Retail Apparel – 2.8%
      63,266     J. C. Penney Co., Inc.     3,326,526  
      126,100     The Gap, Inc.     2,490,475  
      59,415     The May Department Stores Co.     2,386,107  
                 
 
                  8,203,108  
   
    Specialty Financials – 4.6%
      73,387     Alliance Capital Management Holding L.P.     3,430,108  
      79,767     American Capital Strategies Ltd.     2,880,386  
      79,598     Countrywide Financial Corp.     3,073,279  
      22,700     Freddie Mac     1,480,721  
      28,536     SLM Corp.     1,449,629  
      29,760     Washington Mutual, Inc.     1,210,935  
                 
 
                  13,525,058  
   
    Telephone – 4.9%
      181,900     SBC Communications, Inc.     4,320,125  
      241,221     Sprint Corp.     6,052,235  
      117,564     Verizon Communications, Inc.     4,061,836  
                 
 
                  14,434,196  
   
    Thrifts – 1.3%
      58,407     Golden West Financial Corp.     3,760,243  
   
    Tobacco – 1.3%
      59,944     Altria Group, Inc.     3,875,979  
   
    Transports – 0.5%
      21,200     United Parcel Service, Inc. Class B     1,466,192  
   
    Trust/Processors – 0.8%
      83,511     The Bank of New York Co., Inc.     2,403,447  
   
    TOTAL COMMON STOCKS
    (Cost $253,424,191)   $ 289,710,156  
   
                             
Principal Interest Maturity
Amount Rate Date Value
   
Repurchase Agreement(a) – 3.5%

    Joint Repurchase Agreement Account II
    $ 10,200,000       3.41 %   07/01/2005     $10,200,000  
        Maturity Value:  $10,200,965
    (Cost $10,200,000)
   
    TOTAL INVESTMENTS – 101.8%
    (Cost $263,624,191)     $299,910,156  
   

  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.

 
 * Non-income producing security.
 
 (a) Joint repurchase agreement was entered into on June 30, 2005.
             
   
    Investment Abbreviations:
    GDR     Global Depositary Receipt
    REIT     Real Estate Investment Trust
   
 
The accompanying notes are an integral part of these financial statements.

5


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II — At June 30, 2005, the Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $10,200,000 in principal amount.

                                 
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Banc of America Securities LLC
  $ 1,500,000,000       3.40 %     07/01/2005     $ 1,500,141,667  

Barclays Capital PLC
    700,000,000       3.40       07/01/2005       700,066,111  

Deutsche Bank Securities, Inc.
    1,000,000,000       3.40       07/01/2005       1,000,094,444  

Deutsche Bank Securities, Inc.
    300,000,000       3.45       07/01/2005       300,028,750  

Greenwich Capital Markets
    400,000,000       3.43       07/01/2005       400,038,111  

J.P. Morgan Securities, Inc.
    400,000,000       3.41       07/01/2005       400,037,889  

Morgan Stanley & Co.
    1,000,500,000       3.40       07/01/2005       1,000,594,492  

UBS Securities LLC
    250,000,000       3.40       07/01/2005       250,023,611  

Wachovia Capital Markets
    250,000,000       3.40       07/01/2005       250,023,611  

Westdeutsche Landesbank AG
    500,000,000       3.43       07/01/2005       500,047,639  

TOTAL
  $ 6,300,500,000                     $ 6,301,096,325  

  At June 30, 2005, the Joint Repurchase Agreement Account II was fully collateralized by Federal Farm Credit Bank, 2.50% to 6.70%, due 09/13/2005 to 06/15/2007; Federal Home Loan Bank, 4.37% to 5.49% due 12/22/2008 to 08/15/2011; Federal Home Loan Mortgage Association, 0.00% to 8.00%, due 07/06/2005 to 07/01/2035; Federal National Mortgage Association, 0.00% to 9.50%, due 08/24/2005 to 07/01/2035 and Government National Mortgage Association, 5.50% to 6.50%, due 04/15/2032 to 06/15/2035.  
 
The accompanying notes are an integral part of these financial statements.

6


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)
               
 
    Assets:

   
Investment in securities, at value (identified cost $263,624,191)
  $ 299,910,156  
   
Cash
    80,322  
   
Receivables:
       
     
Investment securities sold
    1,083,289  
     
Fund shares sold
    751,500  
     
Dividends and interest
    437,999  
   
Other assets
    10,946  
   
   
Total assets
    302,274,212  
   
    Liabilities:

   
Payables:
       
     
Investment securities purchased
    7,400,015  
     
Amounts owed to affiliates
    190,428  
     
Fund shares repurchased
    150,665  
   
Accrued expenses
    33,973  
   
   
Total liabilities
    7,775,081  
   
    Net Assets:

   
Paid-in capital
    272,630,003  
   
Accumulated undistributed net investment income
    2,851,966  
   
Accumulated net realized loss on investment transactions
    (17,268,803 )
   
Net unrealized gain on investments
    36,285,965  
   
   
NET ASSETS
  $ 294,499,131  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    25,011,250  
   
Net asset value, offering and redemption price per share
  $ 11.77  
   
 
The accompanying notes are an integral part of these financial statements.

7


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Statement of Operations

For the Six Months Ended June 30, 2005 (Unaudited)
             
    Investment income:

   
Dividends(a)
  $ 3,612,551  
   
Interest (including securities lending income of $1,741)
    71,117  
   
   
Total income
    3,683,668  
   
    Expenses:

   
Management fees
    1,050,191  
   
Transfer Agent fees
    56,010  
   
Custody and accounting fees
    34,587  
   
Professional fees
    24,688  
   
Printing fees
    24,236  
   
Trustee fees
    7,140  
   
Other
    7,414  
   
   
Total expenses
    1,204,266  
   
   
Less — expense reductions
    (702 )
   
   
Net Expenses
    1,203,564  
   
   
NET INVESTMENT INCOME
    2,480,104  
   
    Realized and unrealized gain (loss) on investment transactions:

   
Net realized gain from investment transactions
    9,822,627  
   
Net increase from payment by affiliates to reimburse certain security claims
    5,984  
   
Net change in unrealized loss on investments
    (10,799,517 )
   
   
Net realized and unrealized loss on investment transactions
    (970,906 )
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 1,509,198  
   

(a)  Foreign taxes withheld on dividends were $5,161.

 
The accompanying notes are an integral part of these financial statements.

8


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Statements of Changes in Net Assets

                     
For the For the
Six Months Ended Year Ended
June 30, 2005 (Unaudited) December 31, 2004
    From operations:

   
Net investment income
  $ 2,480,104     $ 4,203,524  
   
Net realized gain from investment transactions
    9,822,627       31,697,872  
   
Net increase from payment by affiliates to reimburse certain security claims
    5,984        
   
Net increase from payments by affiliates to reimburse certain brokerage commissions
          51,635  
   
Net change in unrealized gain (loss) on investments
    (10,799,517 )     6,786,601  
   
   
Net increase in net assets resulting from operations
    1,509,198       42,739,632  
   
    Distributions to shareholders:

   
From net investment income
          (3,899,045 )
   
    From share transactions:

   
Proceeds from sales of shares
    30,018,363       33,498,391  
   
Reinvestment of dividends and distributions
          3,899,045  
   
Cost of shares repurchased
    (13,423,883 )     (30,158,379 )
   
   
Net increase in net assets resulting from share transactions
    16,594,480       7,239,057  
   
   
TOTAL INCREASE
    18,103,678       46,079,644  
   
    Net assets:

   
Beginning of period
    276,395,453       230,315,809  
   
   
End of period
  $ 294,499,131     $ 276,395,453  
   
   
Accumulated undistributed net investment income
  $ 2,851,966     $ 371,862  
   
    Summary of share transactions:

   
Shares sold
    2,567,967       3,088,976  
   
Shares issued on reinvestment of dividends and distributions
          335,835  
   
Shares repurchased
    (1,154,924 )     (2,861,998 )
   
   
NET INCREASE
    1,413,043       562,813  
   
 
The accompanying notes are an integral part of these financial statements.

9


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period
                                                                                                                 
Income (loss) from Ratios assuming no
investment operations expense reductions


Net Distributions to Ratio of Ratio of Ratio of
Net asset realized shareholders Net asset Net assets Ratio of net investment total net investment
value, Net and Total from from net value, at end of net expenses income expenses income Portfolio
beginning investment unrealized investment investment end of Total period to average to average to average to average turnover
Year of period income(a) gain (loss) operations income period return(b) (in 000s) net assets net assets net assets net assets rate
    For the Six Months Ended June 30, (Unaudited)

    2005   $ 11.71     $ 0.10     $ (0.04 )   $ 0.06     $     $ 11.77       0.60 %   $ 294,499       0.86 %(c)     1.77 %(c)     0.86 %(c)     1.77 %(c)     27 %    
    For the Years ended December 31,

    2004     10.00       0.19       1.69       1.88       (0.17 )     11.71       18.80       276,395       0.86       1.75       0.86       1.75       58      
    2003     8.14       0.13       1.85       1.98       (0.12 )     10.00       24.36       230,316       1.02       1.44       1.20       1.26       51      
    2002     9.33       0.13       (1.19 )     (1.06 )     (0.13 )     8.14       (11.34 )     36,911       1.05       1.51       1.27       1.29       98      
    2001     10.34       0.05       (1.02 )     (0.97 )     (0.04 )     9.33       (9.34 )     40,593       1.00       0.49       1.17       0.32       48      
    2000     10.89       0.04       (0.55 )     (0.51 )     (0.04 )     10.34       (4.69 )     37,116       0.99       0.40       1.22       0.17       68      
   

(a)  Calculated based on the average shares outstanding methodology.
(b)  Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c)  Annualized.

The accompanying notes are an integral part of these financial statements.

 
10


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Notes to Financial Statements

June 30, 2005 (Unaudited)

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (the “Act”) as an open-end, management investment company. The Trust includes the Goldman Sachs Growth and Income Fund (the “Fund”). The Fund is a diversified portfolio under the Act.

     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in securities and investment companies traded on a U.S. securities exchange or the NASDAQ system are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/ dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital and is generally not taxable to shareholders.

D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or pro rata basis depending upon the nature of the expense.

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued

 
11


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.

     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreements, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.75% of the average daily net assets of the Fund.
     At a meeting held on June 16, 2005, the Board of Trustees of the Trust approved a fee reduction commitment for the Fund which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAM will implement the fee reduction commitment on a voluntary basis and waive a portion of its Management Fee to achieve the following annual rates:
         
Average Daily Net Assets Annual Rate

First $1 Billion
    0.75%  

Next $1 Billion
    0.68%  

Over $2 Billion
    0.65%  

     GSAM has contractually agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agency fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.11% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reduction through June 30, 2005 and on a voluntary basis thereafter. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the six months ended June 30, 2005, GSAM made no reimbursements to the Fund.
     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the six months ended June 30, 2005, custody fees were reduced by approximately $700.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 
 
3. AGREEMENTS (continued)
     At June 30, 2005, amounts owed to affiliates were approximately $180,800 and $9,600 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long-term securities for the six months ended June 30, 2005, were $91,308,044 and $74,650,345, respectively. For the six months ended June 30, 2005, Goldman Sachs earned approximately $2,300 in brokerage commissions from portfolio transactions, executed on behalf of the Fund.
     During the six months ended June 30, 2005, GSAM has voluntarily reimbursed the Fund approximately $6,200 for certain class action settlements in which the Fund was eligible to participate.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2005 is reported parenthetically on the Statement of Operations. For the six months ended June 30, 2005, BGA earned $307 in fees as securities lending agent. At June 30, 2005, the Fund did not have any securities on loan. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% of the total bank borrowings. This facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2005, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2004, the Fund’s capital loss carryforwards and certain timing differences on a tax basis were are follows. Expiration occurs on December 31 of the year indicated.
           
Capital loss carryforward:*
       
 
Expiring 2009
  $ (20,932,445 )
 
Expiring 2010
    (5,509,772 )

Total capital loss carryforward
  $ (26,442,217 )

Timing differences (related to the recognition of certain REIT dividends for tax purposes)
  $ 23,392  

Utilization of these losses may be limited under the Code.
 
13


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
7. ADDITIONAL TAX INFORMATION (continued)

     At June 30, 2005, the Fund’s aggregate security unrealized gains and losses based on a cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 264,279,388  

Gross unrealized gain
    39,052,866  
Gross unrealized loss
    (3,422,098 )

Net unrealized security gain
  $ 35,630,768  

     The difference between book-basis and tax basis unrealized gains (losses) is attributable primarily to wash sales.

8. LEGAL PROCEEDINGS

Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the Goldman Sachs Trust (the “GS Trust”). In June 2004 these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust and the GS Trust. Certain investment portfolios of the trust were named as nominal defendants in the amended complaint. The amended complaint alleges violations of the Act and the Investment Advisers Act of 1940. The consolidated and amended complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The consolidated and amended complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds; and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The consolidated and amended complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to Goldman Sachs. The consolidated and amended complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust and the GS Trust’s officers and trustees breached their fiduciary duties in connection with the foregoing. In addition, in March 2005 Jeanne and Don Masden filed a purported class action lawsuit in the United States District Court for the Southern District of New York against GSG, GSAM, Goldman Sachs, the Trustees of the Trust, the GS Trust, and certain related parties. The lawsuit amends a previously-filed complaint, and alleges breaches of fiduciary duties and duties of care owed under federal and state law resulting from a failure to ensure that equity securities held by the Goldman Sachs Funds participated in class action settlements for which they were eligible. Plaintiffs seek compensatory damages, disgorgement of the fees paid to the investment advisers and punitive damages. Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuits will have a material adverse financial impact on the Fund is remote, and the pending actions are not likely to materially affect its ability to provide investment management services to its clients, including the Goldman Sachs Funds.
 
14


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Variable Insurance Trust (the “Trust”), and review the investment performance and expenses of the investment fund covered by this Report (the “Fund”) at regularly scheduled meetings held during the Fund’s fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) for the Fund.

     The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 16, 2005 (the “Annual Contract Meeting”).
     To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition to the reviews of the Fund’s investment performance, expenses and other matters at other regularly scheduled meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on November 3, 2004, February 9, 2005 and May 11, 2005. At these Committee meetings, the Independent Trustees considered matters relating to the Management Agreement including: (a) the Fund’s management fee arrangements; (b) the Investment Adviser’s undertaking to reimburse certain expenses of the Fund that exceed a specified level; (c) the Investment Adviser’s potential economies of scale and a proposal to implement breakpoints for the fees payable by the Fund under the Management Agreement; (d) the relative expense level of the Fund; (e) the Investment Adviser’s profitability with respect to the Trust and the Fund; (f) the quality of the services provided to the Fund; (g) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; and (h) industry practices relating to such approvals.
     At the Annual Contract Meeting the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) the Fund’s investment performance; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management team; (d) the groups within the Investment Adviser that support the portfolio management team, including the legal and compliance departments, the valuation oversight group, the business planning team and the technology group; (e) the Investment Adviser’s business continuity and disaster recovery planning; (f) the Investment Adviser’s financial resources and its ability to hire and retain talented personnel; (g) the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending and other services; (h) the fees charged by the Investment Adviser to other types of clients; (i) the terms of the Management Agreement; (j) the administrative services provided under the Management Agreement, including the oversight by the Investment Adviser of the Fund’s other service providers; and (k) the Investment Adviser’s brokerage policies, trade aggregation and allocation policies and employee trading practices. At the Annual Contract Meeting, the Trustees also considered at further length the fees and expenses paid by the Fund, the Fund’s expense trends over time, and the proposed breakpoints in the contractual fee rate under the Management Agreement.
     In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended separate sessions at which the Trustees reviewed the commission rates paid by the Fund on brokerage transactions, and the Investment Adviser’s receipt of research services in connection with those transactions. Information was also provided to the Trustees relating to revenue sharing by the Investment Adviser, portfolio manager compensation and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.
     In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Fund. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Fund in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Fund invests; (c) compliance reports; and (d) expenses borne by the Fund.
     In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other non-advisory services, that are provided to the Fund by the Investment Adviser and its affiliates. These services include services as the Fund’s transfer agent, securities lending agent and distributor. In addition,
 
15


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND
 
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

affiliates of the Investment Adviser receive compensation in connection with the execution of Fund’s portfolio securities transactions. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Fund and had, in fact, committed those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address new regulatory compliance requirements applicable to the Fund and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Fund and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Fund to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. This information on the Fund’s investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies, as well as in light of periodic analyses of its risk profile. The Trustees believed that the Fund was providing competitive performance for long-term investors.
     The Board of Trustees also considered the contractual fee rate payable by the Fund under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Fund, the fees paid by the Fund and the Fund’s total operating expense ratios (before and after expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Fund’s fee rate and total operating expense ratios were prepared by a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness of the management fees paid by the Fund.
     More particularly, the Trustees reviewed analyses prepared by a third party consultant of the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees to a relevant peer group and a category universe; an expense analysis which compared the Fund’s expenses to a peer group and a category universe; and a five-year history comparing the Fund’s expenses to the category average. The analyses also compared the Fund’s transfer agency fees, custody and accounting fees and other expenses to a peer group and median. In addition, the Trustees considered the Investment Adviser’s undertaking to limit the Fund’s total expense ratio (excluding certain expenses) to a specified level. This was a contractual undertaking that expired on June 30, 2005. The Trustees considered the Investment Adviser’s undertaking to continue this expense reimbursement after that date on a voluntary basis until further notice to the Trustees.
     The Board of Trustees also considered the reduction in the contractual fee rate under the Management Agreement for the Fund that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Review Meeting the Board approved the implementation of breakpoints in the Fund’s contractual management fee rate at the following annual percentages of the average daily net assets of the Fund: 0.75% on the first $1 billion, 0.68% over $1 billion up to $2 billion and 0.65% over $2 billion. The new breakpoints were implemented initially on a voluntary basis effective July 1, 2005, and will ultimately be implemented on a contractual basis within twelve months.
     In approving these new fee breakpoints, the Trustees reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Fund and its shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Fund; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. The Trustees agreed that the fee breakpoints were a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset levels.
     The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Fund as stated above, including the fees received by them for transfer agency, securities lending, and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Fund. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Fund. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies.
     After deliberation, the Trustees concluded that the management fees paid by Fund were reasonable in light of the services provided by the Investment Adviser, its costs and the Fund’s current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.
 
16


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH AND INCOME FUND 

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2005

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  
 
            The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2005 through June 30, 2005.  
 
            Actual Expenses — The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.  
 
            Hypothetical Example for Comparison Purposes — The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual annualized expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  
 
            Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending 6 months
Account Value Account Value ended
1/1/05 6/30/05 6/30/05*

Actual
  $ 1,000     $ 1,006.00     $ 4.28  
Hypothetical 5% return
    1,000       1,020.53 +     4.31  

  *   Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2005. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized expense ratio for the period was 0.86%.  
  +   Hypothetical expenses are based on the Fund’s actual annualized expense ratios and an assumed rate of return of 5% per year before expenses.  

 
17


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request by calling 1-800-621-2550 and on the Securities and Exchange Commission Web site at http://www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-621-2550.
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
Holdings are as of June 30, 2005 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
    Toll Free (in U.S.): 800-292-4726
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: Growth and Income Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: August 19, 2005
 
VITG&ISAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
CORESM U.S. Equity Fund
 
Semiannual Report
June 30, 2005
 


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – CORE U.S. Equity Fund during the six-month reporting period that ended June 30, 2005.

Market Review

The S&P 500 Index returned -0.81% over the six-month reporting period ended June 30, 2005. Within the Index, the Materials (-7.9%) and Consumer Discretionary (-6.6%) sectors were the largest detractors in absolute returns, while the heavily weighted Information Technology sector (-5.7%) detracted most (weight times performance) for the period. Value stocks outperformed their growth counterparts by a significant margin for the six-month period, with the Russell 1000 Value Index returning 1.76% versus the Russell 1000 Growth Index return of -1.72%. Large-cap stocks also outperformed small-cap stocks as the Russell 1000 Index and Russell 2000 Index returned 0.11% and -1.25%, respectively. This was largely due to large-cap Information Technology stocks outpacing their smaller counterparts.

Investment Objective

The Fund seeks long-term capital growth and dividend income.

Portfolio Composition

Top 10 Portfolio Holdings as of June 30, 2005*

             
% of
Company Business Net Assets



General Electric Co. 
  Industrial Conglomerates     4.8 %
Johnson & Johnson
  Pharmaceuticals     3.3  
Bank of America Corp. 
  Banks     3.2  
Intel Corp. 
  Semiconductor Equipment & Products     3.0  
Pfizer, Inc. 
  Pharmaceuticals     2.8  
J.P. Morgan Chase & Co. 
  Diversified Financials     2.7  
Altria Group, Inc. 
  Tobacco     2.5  
Wachovia Corp. 
  Banks     2.3  
Amgen, Inc. 
  Biotechnology     2.3  
Time Warner, Inc. 
  Media     2.2  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

 

Performance Review

Over the six-month period that ended June 30, 2005, the Fund generated a cumulative total return of -2.66%. Over the same time period, the Fund’s benchmark, the Standard & Poor’s 500 Index (with dividends reinvested) generated a cumulative total return of -0.81%.

The Fund underperformed its benchmark for the period. While returns to the CORE investment themes were positive over the six-month period, stock selection detracted from results. Momentum and Valuation were the biggest positive contributors to relative returns, as inexpensive companies with strong momentum characteristics outperformed their industry counterparts. Earnings Quality, Management Impact, Profitability, and Analyst Sentiment also added value, albeit to a lesser extent. Despite good performance from the CORE themes, the majority of the performance shortfall can be attributed to stock specific/ residual factors, which we expect to even out over time.

Stock selection detracted from performance during the period. In particular, the Fund’s holdings in the Consumer Discretionary and Healthcare sectors lagged their peers in the benchmark the most. On the upside, the Fund’s holdings in the Energy sector outpaced their peers in the benchmark the most.

In terms of individual stocks, overweight positions in Biogen Idec, Harman International and an underweight position in eBay were among the largest detractors from excess returns for the six-month period. Biogen and eBay were subsequently eliminated from the portfolio. On the upside, overweight positions in Google, Inc., Burlington Resources, Inc. and Sunoco, Inc. were among the largest positive contributors to relative performance for the period.

In managing the CORESM products, we do not make size or sector bets. We hope to add value versus the Fund’s index through individual stock selection. Our quantitative process seeks out stocks with good momentum that also appear to be good values. We prefer stocks about which fundamental research analysts are becoming more positive and companies with strong profit margins, sustainable earnings, and that use their capital to enhance shareholder value. These factors are not highly correlated to each other, which diversifies the Fund’s sources of returns.

We thank you for your investment and look forward to your continued confidence.

Goldman Sachs Quantitative Equity Management Team

July 18, 2005

Shares of the Goldman Sachs Variable Insurance Trust (“VIT”) CORE U.S. Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

The VIT CORE U.S. Equity Fund invests in a broadly diversified portfolio of U.S. equity investments. The Fund is subject to market risk as the value of the securities in which it invests may go up or down. This could occur in response to the prospects of individual companies, particular industry sectors and/or general economic conditions.

 
2


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

SECTOR ALLOCATION AS OF JUNE 30, 2005

Percentage of Portfolio Investments

(BAR CHART)
† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value. Short-term investments include repurchase agreements and securities lending collateral.  

 
3


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Statement of Investments

June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – 97.6%

    Aerospace & Defense – 1.6%
      9,800     Lockheed Martin Corp.   $ 635,726  
      91,700     Northrop Grumman Corp.     5,066,425  
      115,400     Raytheon Co.     4,514,448  
                 
 
                  10,216,599  
   
    Auto Components – 0.2%
      24,300     Autoliv, Inc.     1,064,340  
   
    Automobiles – 0.4%
      228,400     Ford Motor Co.     2,338,816  
   
    Banks – 9.3%
      446,266     Bank of America Corp.     20,354,192  
      36,600     Bank of Hawaii Corp.     1,857,450  
      57,000     Golden West Financial Corp.     3,669,660  
      157,800     U.S. Bancorp     4,607,760  
      32,000     UnionBanCal Corp.     2,141,440  
      289,000     Wachovia Corp.     14,334,400  
      296,900     Washington Mutual, Inc.     12,080,861  
                 
 
                  59,045,763  
   
    Biotechnology – 2.7%
      236,400     Amgen, Inc.*     14,292,744  
      17,500     Genentech, Inc.*     1,404,900  
      24,100     Genzyme Corp.*     1,448,169  
                 
 
                  17,145,813  
   
    Chemicals – 1.6%
      162,600     Monsanto Co.     10,222,662  
   
    Commercial Services & Supplies – 1.6%
      451,000     Cendant Corp.     10,088,870  
   
    Communications Equipment – 1.0%
      104,500     Cisco Systems, Inc.*     1,996,995  
      25,700     Comverse Technology, Inc.*     607,805  
      24,800     Juniper Networks, Inc.*     624,464  
      98,400     QUALCOMM, Inc.     3,248,184  
                 
 
                  6,477,448  
   
    Computers & Peripherals – 2.3%
      133,500     Dell, Inc.*     5,274,585  
      307,200     Hewlett-Packard Co.     7,222,272  
      155,600     Western Digital Corp.*     2,088,152  
                 
 
                  14,585,009  
   
    Diversified Financials – 6.4%
      34,700     AmeriCredit Corp.*     884,850  
      25,600     CIT Group, Inc.     1,100,032  
      84,332     Citigroup, Inc.     3,898,668  
      481,900     J.P. Morgan Chase & Co.     17,020,708  
      137,900     Merrill Lynch & Co., Inc.     7,585,879  
      220,000     Moody’s Corp.     9,891,200  
                 
 
                  40,381,337  
   
    Diversified Telecommunication – 3.1%
      145,000     CenturyTel, Inc.     5,021,350  
      162,200     Sprint Corp.     4,069,598  
      306,400     Verizon Communications, Inc.     10,586,120  
                 
 
                  19,677,068  
   
    Electric Utilities – 3.4%
      182,700     Edison International     7,408,485  
      295,100     PG&E Corp.     11,078,054  
      37,000     TXU Corp.     3,074,330  
                 
 
                  21,560,869  
   
    Electrical Equipment – 0.7%
      71,400     Energizer Holdings, Inc.*     4,438,938  
   
    Food & Drug Retailing – 1.2%
      85,400     Albertson’s, Inc.(a)     1,766,072  
      127,400     SUPERVALU, Inc.     4,154,514  
      41,900     Walgreen Co.     1,926,981  
                 
 
                  7,847,567  
   
    Food Products – 2.7%
      366,500     Archer-Daniels-Midland Co.     7,835,770  
      17,600     The Hershey Co.     1,092,960  
      464,400     Tyson Foods, Inc.     8,266,320  
                 
 
                  17,195,050  
   
    Healthcare Equipment & Supplies – 0.7%
      28,100     Applera Corp. – Applied Biosystems Group     552,727  
      30,000     Becton, Dickinson and Co.     1,574,100  
      19,200     Guidant Corp.     1,292,160  
      21,000     Kinetic Concepts, Inc.*     1,260,000  
                 
 
                  4,678,987  
   
    Healthcare Providers & Services – 2.4%
      54,600     Aetna, Inc.     4,521,972  
      78,300     AmerisourceBergen Corp.     5,414,445  
      37,100     Coventry Health Care, Inc.*     2,624,825  
      40,900     HCA, Inc.     2,317,803  
                 
 
                  14,879,045  
   
    Hotels, Restaurants & Leisure – 0.2%
      28,200     Darden Restaurants, Inc.     930,036  
   
    Household Durables – 0.4%
      31,200     The Black & Decker Corp.     2,803,320  
   
    Household Products – 0.5%
      63,900     The Procter & Gamble Co.     3,370,725  
   
    Industrial Conglomerates – 5.1%
      879,600     General Electric Co.     30,478,140  
      20,200     Reynolds American, Inc.(a)     1,591,760  
                 
 
                  32,069,900  
   
 
The accompanying notes are an integral part of these financial statements.

4


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – (continued)

    Insurance – 5.3%
      72,800     Genworth Financial, Inc.   $ 2,200,744  
      136,200     Loews Corp.     10,555,500  
      180,800     MBIA, Inc.     10,723,248  
      93,300     Prudential Financial, Inc.     6,126,078  
      41,800     W.R. Berkley Corp.     1,491,424  
      32,900     XL Capital Ltd.     2,448,418  
                 
 
                  33,545,412  
   
    Internet Software & Services – 1.8%
      35,250     Google, Inc.*     10,368,788  
      31,600     McAfee, Inc.*     827,288  
                 
 
                  11,196,076  
   
    IT Consulting & Services – 1.7%
      241,700     Computer Sciences Corp.*     10,562,290  
   
    Leisure Equipment & Products – 0.5%
      55,700     Polaris Industries, Inc.     3,007,800  
   
    Marine – 0.2%
      21,700     Overseas Shipholding Group, Inc.     1,294,405  
   
    Media – 6.5%
      25,864     Comcast Corp.*     794,025  
      239,200     Comcast Corp. Special Class A*     7,164,040  
      636,200     Liberty Media Corp. Series A*     6,482,878  
      12,000     Pixar*     600,600  
      446,800     The Walt Disney Co.     11,250,424  
      851,100     Time Warner, Inc.*     14,221,881  
      26,600     Viacom, Inc. Class B     851,732  
                 
 
                  41,365,580  
   
    Metals & Mining – 1.3%
      11,900     Newmont Mining Corp.     464,457  
      45,100     Nucor Corp.     2,057,462  
      157,800     United States Steel Corp.     5,423,586  
                 
 
                  7,945,505  
   
    Multiline Retail – 0.4%
      105,300     Dillard’s, Inc.     2,466,126  
   
    Oil & Gas – 8.4%
      114,600     Anadarko Petroleum Corp.     9,414,390  
      31,100     Apache Corp.     2,009,060  
      199,800     Burlington Resources, Inc.     11,036,952  
      107,776     ConocoPhillips     6,196,042  
      55,400     EOG Resources, Inc.     3,146,720  
      195,866     Exxon Mobil Corp.     11,256,419  
      90,400     Sunoco, Inc.     10,276,672  
                 
 
                  53,336,255  
   
    Personal Products – 0.4%
      55,000     The Gillette Co.     2,784,650  
   
    Pharmaceuticals – 8.4%
      258,200     Abbott Laboratories     12,654,382  
      7,700     Allergan, Inc.     656,348  
      57,500     Bristol Myers Squibb Co.     1,436,350  
      320,500     Johnson & Johnson     20,832,500  
      648,105     Pfizer, Inc.     17,874,736  
                 
 
                  53,454,316  
   
    Real Estate – 0.5%
      102,700     Equity Office Properties Trust     3,399,370  
   
    Road & Rail – 2.0%
      174,900     Burlington Northern Santa Fe Corp.     8,234,292  
      38,800     CSX Corp.     1,655,208  
      89,800     Norfolk Southern Corp.     2,780,208  
                 
 
                  12,669,708  
   
    Semiconductor Equipment & Products – 4.7%
      334,900     Advanced Micro Devices, Inc.*     5,807,166  
      52,400     Freescale Semiconductor, Inc.*     1,100,924  
      190,808     Freescale Semiconductor, Inc. Class B*     4,041,314  
      728,900     Intel Corp.     18,995,134  
                 
 
                  29,944,538  
   
    Software – 2.5%
      286,200     Autodesk, Inc.     9,836,694  
      171,000     Microsoft Corp.     4,247,640  
      66,300     Symantec Corp.*     1,441,362  
                 
 
                  15,525,696  
   
    Specialty Retail – 1.2%
      223,400     AutoNation, Inc.*     4,584,168  
      163,956     Circuit City Stores, Inc.     2,834,799  
                 
 
                  7,418,967  
   
    Textiles & Apparel – 1.6%
      300,200     Coach, Inc.*     10,077,714  
   
    Tobacco – 2.6%
      247,300     Altria Group, Inc.     15,990,418  
      13,500     UST, Inc.     616,410  
                 
 
                  16,606,828  
   
    Wireless Telecommunication Services – 0.1%
      10,700     United States Cellular Corp.*     534,358  
   
    TOTAL COMMON STOCKS
    (Cost $585,099,388)   $ 618,153,756  
   
 
The accompanying notes are an integral part of these financial statements.

5


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 
                             
Principal Interest Maturity
Amount Rate Date Value
   
Repurchase Agreement(b) – 1.7%

    Joint Repurchase Agreement Account II
    $ 11,000,000       3.41 %   07/01/2005     $11,000,000  
          Maturity Value:  $11,001,041
    (Cost $11,000,000)        
   
    TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
    (Cost $596,099,388)     $629,153,756  
   
                     
Shares Description Value
   
Securities Lending Collateral – 0.5%

      2,961,250     Boston Global Investment Trust – Enhanced Portfolio   $ 2,961,250  
    (Cost $2,961,250)        
   
    TOTAL INVESTMENTS – 99.8%
    (Cost $599,060,638)   $ 632,115,006  
   
  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.
 
 * Non-income producing security.
 
 (a) All or portion of security is on loan.
 
 (b) Joint repurchase agreement was entered into on June 30, 2005.

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2005, the following futures contracts were open as follows:

                             
Number of Settlement Unrealized
Type Contracts Long Month Market Value Loss

S & P 500 Index
    198     September 2005   $ 11,835,450     $ (126,876 )

JOINT REPURCHASE AGREEMENT ACCOUNT II — At June 30, 2005, the Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $11,000,000 in principal amount.

                             
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Banc of America Securities LLC
  $ 1,500,000,000       3.40 %   07/01/2005   $ 1,500,141,667  

Barclays Capital PLC
    700,000,000       3.40     07/01/2005     700,066,111  

Deutsche Bank Securities, Inc.
    1,000,000,000       3.40     07/01/2005     1,000,094,444  

Deutsche Bank Securities, Inc.
    300,000,000       3.45     07/01/2005     300,028,750  

Greenwich Capital Markets
    400,000,000       3.43     07/01/2005     400,038,111  

J.P. Morgan Securities, Inc.
    400,000,000       3.41     07/01/2005     400,037,889  

Morgan Stanley & Co.
    1,000,500,000       3.40     07/01/2005     1,000,594,492  

UBS Securities LLC
    250,000,000       3.40     07/01/2005     250,023,611  

Wachovia Capital Markets
    250,000,000       3.40     07/01/2005     250,023,611  

Westdeutsche Landesbank AG
    500,000,000       3.43     07/01/2005     500,047,639  

TOTAL
  $ 6,300,500,000                 $ 6,301,096,325  

  At June 30, 2005, the Joint Repurchase Agreement Account II was fully collateralized by Federal Farm Credit Bank, 2.50% to 6.70%, due 09/13/2005 to 06/15/2007; Federal Home Loan Bank, 4.37% to 5.49%, due 12/22/2008 to 08/15/2011; Federal Home Loan Mortgage Association, 0.00% to 8.00%, due 07/06/2005 to 07/01/2035; Federal National Mortgage Association, 0.00% to 9.50%, due 08/24/2005 to 07/01/2035 and Government National Mortgage Association, 5.50% to 6.50%, due 04/15/2032 to 06/15/2035.  
 
The accompanying notes are an integral part of these financial statements.

6


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)
               
 
    Assets:

   
Investment in securities, at value (identified cost $596,099,388)
  $ 629,153,756  
   
Securities lending collateral, at value
    2,961,250  
   
Cash(a)
    1,201,532  
   
Receivables:
       
     
Fund shares sold
    2,155,502  
     
Dividends and interest
    848,000  
     
Variation margin
    671,195  
     
Securities lending income
    794  
   
Other assets
    5,320  
   
   
Total assets
    636,997,349  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    2,961,250  
     
Amounts owed to affiliates
    354,174  
     
Fund shares repurchased
    312,737  
   
Accrued expenses
    42,549  
   
   
Total liabilities
    3,670,710  
   
    Net Assets:

   
Paid-in capital
    637,543,586  
   
Accumulated undistributed net investment income
    2,809,710  
   
Accumulated net realized loss on investment and futures related transactions
    (39,954,149 )
   
Net unrealized gain on investments and futures
    32,927,492  
   
   
NET ASSETS
  $ 633,326,639  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    52,383,520  
   
Net asset value, offering and redemption price per share
  $ 12.09  
   

(a)  Includes restricted cash of $1,161,150 relating to initial margin requirements and collateral on futures transactions.

 
The accompanying notes are an integral part of these financial statements.

7


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Statement of Operations

For the Six Months Ended June 30, 2005 (Unaudited)
               
    Investment income:

   
Dividends
  $ 4,621,360  
   
Interest (including securities lending income of $8,507)
    169,916  
   
   
Total income
    4,791,276  
   
    Expenses:

   
Management fees
    1,891,881  
   
Transfer Agent fees
    111,083  
   
Custody and accounting fees
    64,625  
   
Printing fees
    23,324  
   
Professional fees
    23,204  
   
Trustee fees
    7,140  
   
Other
    9,729  
   
   
Total expenses
    2,183,060  
   
   
Less — expense reductions
    (87,548 )
   
   
Net Expenses
    2,043,438  
   
   
NET INVESTMENT INCOME
    2,747,838  
   
    Realized and unrealized gain (loss) on investment and futures transactions:

   
Net realized gain from:
       
     
Investment transactions
    5,249,672  
     
Futures transactions
    56,606  
   
Net change in unrealized gain (loss) on:
       
     
Investments
    (20,603,227 )
     
Futures
    (165,359 )
   
   
Net realized and unrealized loss on investment and futures transactions
    (15,462,308 )
   
   
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ (12,714,470 )
   
 
The accompanying notes are an integral part of these financial statements.

8


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Statements of Changes in Net Assets

                     
For the For the
Six Months Ended Year Ended
June 30, 2005 (Unaudited) December 31, 2004
    From operations:

   
Net investment income
  $ 2,747,838     $ 5,395,406  
   
Net realized gain from investment and futures related transactions
    5,306,278       51,876,006  
   
Net change in unrealized gain (loss) on investments and futures
    (20,768,586 )     5,841,843  
   
   
Net increase (decrease) in net assets resulting from operations
    (12,714,470 )     63,113,255  
   
    Distributions to shareholders:

   
From net investment income
          (5,358,837 )
   
    From share transactions:

   
Proceeds from sales of shares
    145,409,444       113,401,573  
   
Reinvestment of dividends and distributions
          5,358,837  
   
Cost of shares repurchased
    (20,505,775 )     (38,402,436 )
   
   
Net increase in net assets resulting from share transactions
    124,903,669       80,357,974  
   
   
TOTAL INCREASE
    112,189,199       138,112,392  
   
    Net assets:

   
Beginning of period
    521,137,440       383,025,048  
   
   
End of period
  $ 633,326,639     $ 521,137,440  
   
   
Accumulated undistributed net investment income
  $ 2,809,710     $ 61,872  
   
    Summary of share transactions:

   
Shares sold
    12,127,391       9,833,811  
   
Shares issued on reinvestment of dividends and distributions
          433,562  
   
Shares repurchased
    (1,712,528 )     (3,365,832 )
   
   
NET INCREASE
    10,414,863       6,901,541  
   
 
The accompanying notes are an integral part of these financial statements.

9


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period
                                                                                                                                 
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net net value, at end net expenses income expenses income Portfolio
beginning investment unrealized investment investment realized Total end of Total of period to average to average to average to average turnover
 Year of period income(a) gain (loss) operations income gain distributions period return(b) (in 000s) net assets net assets net assets net assets rate
 
    For the Six Months ended June 30, (Unaudited)

    2005   $ 12.42     $ 0.06     $ (0.39 )   $ (0.33 )   $     $     $     $ 12.09       (2.66 )%   $ 633,327       0.74 %(c)     0.99 %(c)     0.77 %(c)     0.96 %(c)     56 %    
    For the Years ended December 31,

    2004     10.92       0.14       1.49       1.63       (0.13 )           (0.13 )     12.42       14.94       521,137       0.75       1.26       0.78       1.23       128      
    2003     8.49       0.07       2.43       2.50       (0.07 )           (0.07 )     10.92       29.47       383,025       0.85       0.79       0.85       0.79       92      
    2002     10.94       0.06       (2.45 )     (2.39 )     (0.06 )           (0.06 )     8.49       (21.89 )     143,439       0.85       0.60       0.86       0.59       84      
    2001     12.48       0.05       (1.54 )     (1.49 )     (0.05 )           (0.05 )     10.94       (11.94 )     163,904       0.81       0.48       0.82       0.47       72      
    2000     13.98       0.11       (1.46 )     (1.35 )     (0.08 )     (0.07 )     (0.15 )     12.48       (9.62 )     139,303       0.85       0.87       0.87       0.85       32      
   

(a)  Calculated based on the average shares outstanding methodology.
(b)  Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c)  Annualized.

The accompanying notes are an integral part of these financial statements.

 
10


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND

Notes to Financial Statements

June 30, 2005 (Unaudited)

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (the “Act”) as an open-end management investment company. The Trust includes the Goldman Sachs CORE U.S. Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in securities and investment companies traded on a U.S. securities exchange or the NASDAQ system are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital and is generally not taxable to shareholders.

D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or pro rata basis depending upon the nature of the expense.

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued

 
11


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.

     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

G. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to deposit with a broker, or the Fund’s custodian bank on behalf of the broker an amount of cash or securities equal to the minimum “initial margin” requirement of the associated futures exchange. Subsequent payments for futures contracts (“variation margin”) are paid or received by the Fund, dependent on the daily fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Fund realizes a gain or loss which is reported in the Statement of Operations.

     The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of the futures contract may not directly correlate with changes in the value of the underlying securities. This risk may decrease the effectiveness of the Fund’s strategies and potentially result in a loss.

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly. Effective April 29, 2005, GSAM has reduced the contractual management fee from 0.70% to 0.65% of the Fund’s average daily net assets. Prior to April 29, 2005, GSAM had voluntarily waived a portion of its management fee equal to 0.05% of the Fund’s average daily net assets. For the six months ended June 30, 2005, GSAM has waived Management Fees of approximately $86,800.
 
12


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
3. AGREEMENTS (continued)
     At a meeting held on June 16, 2005, the Board of Trustees of the Trust approved a fee reduction commitment for the Fund which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAM will implement the fee reduction commitment on a voluntary basis and waive a portion of its Management Fee to achieve the following annual rates:
         
Average Daily Net Assets Annual Rate

First $1 Billion
    0.65%  

Next $1 Billion
    0.59%  

Over $2 Billion
    0.56%  

     GSAM has contractually agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agency fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.16% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reduction through June 30, 2005 and on a voluntary basis thereafter. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the six months ended June 30, 2005, GSAM made no reimbursements to the Fund.
     The Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the six months ended June 30, 2005, custody fees were reduced by approximately $700.
     Goldman Sachs also serves as Transfer Agent of the Fund for a fee. Fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At June 30, 2005, amounts owed to affiliates were approximately $333,600 and $20,600 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2005, were $424,466,369 and $304,164,676, respectively. For the six months ended June 30, 2005, Goldman Sachs earned approximately $7,900 in brokerage commissions from futures transactions executed on behalf of the Fund.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2005, is reported parenthetically on the Statement of Operations. For the six months ended June 30, 2005, BGA earned $1,501 in fees as securities lending agent. At June 30, 2005, the Fund loaned securities having a market value of $2,896,480 collateralized by cash in the amount of $2,961,250. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the
 
13


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 
 
5. SECURITIES LENDING (continued)
Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% of the total bank borrowings. This facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2005, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2004, the Fund’s capital loss carryforwards on a tax basis were as follows. Expiration occurs on December 31 of the year indicated.
           
Capital loss carryforward:*
       
 
Expiring 2009
  $ (14,471,666 )
 
Expiring 2010
    (27,610,289 )
 
Expiring 2011
    (2,163,043 )

Total capital loss carryforward
  $ (44,244,998 )

Utilization of these losses may be limited under the Code.

     At June 30, 2005, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 600,037,584  

Gross unrealized gain
    50,135,864  
Gross unrealized loss
    (18,058,442 )

Net unrealized security gain
  $ 32,077,422  

     The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and regulated futures contracts.

8. LEGAL PROCEEDINGS

Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the Goldman Sachs Trust (the “GS Trust”). In June 2004 these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust and the GS Trust. Certain investment portfolios of the Trust were named as nominal defendants in the amended complaint. The amended complaint alleges violations of the Act and the Investment Advisers Act of 1940. The consolidated and amended complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The consolidated and amended complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commissions and other payments to brokers that sold shares of the
 
14


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
8. LEGAL PROCEEDINGS (continued)
Goldman Sachs Funds; and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The consolidated and amended complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to GSAM. The consolidated and amended complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust and the GS Trust’s officers and trustees breached their fiduciary duties in connection with the foregoing. In addition, in March 2005 Jeanne and Don Masden filed a purported class action lawsuit in the United States District Court for the Southern District of New York against GSG, GSAM, Goldman Sachs, the Trustees of the Trust, the GS Trust, and certain related parties. The lawsuit amends a previously-filed complaint, and alleges breaches of fiduciary duties and duties of care owed under federal and state law resulting from a failure to ensure that equity securities held by the Goldman Sachs Funds participated in class action settlements for which they were eligible. Plaintiffs seek compensatory damages, disgorgement of the fees paid to the investment advisors and punitive damages. Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuits will have a material adverse financial impact on the Fund is remote, and the pending actions are not likely to materially affect its ability to provide investment management services to its clients, including the Goldman Sachs Funds.
 
15


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Variable Insurance Trust (the “Trust”), and review the investment performance and expenses of the investment fund covered by this Report (the “Fund”) at regularly scheduled meetings held during the Fund’s fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) for the Fund.

     The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 16, 2005 (the “Annual Contract Meeting”).
     To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition to the reviews of the Fund’s investment performance, expenses and other matters at other regularly scheduled meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on November 3, 2004, February 9, 2005 and May 11, 2005. At these Committee meetings, the Independent Trustees considered matters relating to the Management Agreement including: (a) the Fund’s management fee arrangements; (b) the Investment Adviser’s undertaking to reimburse certain expenses of the Fund that exceed a specified level; (c) the Investment Adviser’s potential economies of scale and a proposal to implement breakpoints for the fees payable by the Fund under the Management Agreement; (d) the relative expense level of the Fund; (e) the Investment Adviser’s profitability with respect to the Trust and the Fund; (f) the quality of the services provided to the Fund; (g) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; and (h) industry practices relating to such approvals.
     At the Annual Contract Meeting the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) the Fund’s investment performance; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management team; (d) the groups within the Investment Adviser that support the portfolio management team, including the legal and compliance departments, the valuation oversight group, the business planning team and the technology group; (e) the Investment Adviser’s business continuity and disaster recovery planning; (f) the Investment Adviser’s financial resources and its ability to hire and retain talented personnel; (g) the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending and other services; (h) the fees charged by the Investment Adviser to other types of clients; (i) the terms of the Management Agreement; (j) the administrative services provided under the Management Agreement, including the oversight by the Investment Adviser of the Fund’s other service providers; and (k) the Investment Adviser’s brokerage policies, trade aggregation and allocation policies and employee trading practices. At the Annual Contract Meeting, the Trustees also considered at further length the fees and expenses paid by the Fund, the Fund’s expense trends over time, and the proposed breakpoints in the contractual fee rate under the Management Agreement.
     In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended separate sessions at which the Trustees reviewed the commission rates paid by the Fund on brokerage transactions, and the Investment Adviser’s receipt of research services in connection with those transactions. Information was also provided to the Trustees relating to revenue sharing by the Investment Adviser, portfolio manager compensation and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.
     In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Fund. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Fund in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Fund invests; (c) compliance reports; and (d) expenses borne by the Fund.
     In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other non-advisory services, that are provided to the Fund by the Investment Adviser and its affiliates. These services include services as the Fund’s transfer agent, securities lending agent and distributor. In addition,
 
16


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND
 
 
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

affiliates of the Investment Adviser receive compensation in connection with the execution of Fund’s portfolio securities transactions. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Fund and had, in fact, committed those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address new regulatory compliance requirements applicable to the Fund and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Fund and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Fund to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. This information on the Fund’s investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies, as well as in light of periodic analyses of its risk profile. The Trustees believed that the Fund was providing competitive performance for long-term investors.
     The Board of Trustees also considered the contractual fee rate payable by the Fund under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Fund, the fees paid by the Fund and the Fund’s total operating expense ratios (before and after expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Fund’s fee rate and total operating expense ratios were prepared by a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness of the management fees paid by the Fund.
     More particularly, the Trustees reviewed analyses prepared by a third party consultant of the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees to a relevant peer group and a category universe; an expense analysis which compared the Fund’s expenses to a peer group and a category universe; and a five-year history comparing the Fund’s expenses to the category average. The analyses also compared the Fund’s transfer agency fees, custody and accounting fees and other expenses to a peer group and median. In addition, the Trustees considered the Investment Adviser’s undertaking to limit the Fund’s total expense ratio (excluding certain expenses) to a specified level. This was a contractual undertaking that expired on June 30, 2005. The Trustees considered the Investment Adviser’s undertaking to continue this expense reimbursement after that date on a voluntary basis until further notice to the Trustees.
     The Board of Trustees also considered the reduction in the contractual fee rate payable under the Management Agreement for the Fund that was approved by the Trustees in June 2004, and the additional reduction in the contractual fee rate under the Management Agreement for the Fund that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Review Meeting the Board approved the implementation of breakpoints in the Fund’s contractual management fee rate at the following annual percentages of the average daily net assets of the Fund: 0.65% on the first $1 billion, 0.59% over $1 billion up to $2 billion and 0.56% over $2 billion. The new breakpoints were implemented initially on a voluntary basis effective July 1, 2005, and will ultimately be implemented on a contractual basis within twelve months.
     In approving these new fee breakpoints, the Trustees reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Fund and its shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Fund; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. The Trustees agreed that the fee breakpoints were a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset levels.
     The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Fund as stated above, including the fees received by them for transfer agency, securities lending, and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Fund. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Fund. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies.
     After deliberation, the Trustees concluded that the management fees paid by the Fund were reasonable in light of the services provided by the Investment Adviser, its costs and the Fund’s current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.
 
17


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM U.S. EQUITY FUND 

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2005

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  
 
            The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2005 through June 30, 2005.  
 
            Actual Expenses — The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.  
 
            Hypothetical Example for Comparison Purposes — The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual annualized expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  
 
            Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending 6 months
Account Value Account Value ended
1/1/05 6/30/05 6/30/05*

Actual
  $ 1,000     $ 973.40     $ 3.60  
Hypothetical 5% return
    1,000       1,021.15 +     3.69  

  *   Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2005. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized expense ratio for the period was 0.74%.  
  +   Hypothetical expenses are based on the Fund’s actual annualized expense ratios and an assumed rate of return of 5% per year before expenses.  

 
18


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request by calling 1-800-621-2550 and on the Securities and Exchange Commission Web site at http://www.sec.gov.
 
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-621-2550.
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of June 30, 2005 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
 
COREsm is a service mark of Goldman, Sachs & Co.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: COREsm U.S. Equity Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: August 19, 2005
 
VITCOREUSSAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
CORESM Small Cap Equity Fund
 
Semiannual Report
June 30, 2005
 


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – CORE Small Cap Equity Fund during the six-month reporting period that ended June 30, 2005.

Market Review

The S&P 500 Index returned -0.81% over the six-month reporting period ended June 30, 2005. Within the Index, the Materials (-7.9%) and Consumer Discretionary (-6.6%) sectors were the largest detractors in absolute returns, while the heavily weighted Information Technology sector (-5.7%) detracted most (weight times performance) for the period. Value stocks outperformed their growth counterparts by a significant margin for the six-month period, with the Russell 1000 Value Index returning 1.76% versus the Russell 1000 Growth Index return of -1.72%. Large-cap stocks also outperformed small-cap stocks as the Russell 1000 Index and Russell 2000 Index returned 0.11% and -1.25%, respectively. This was largely due to large-cap Information Technology stocks outpacing their smaller counterparts.

Investment Objective

The Fund seeks long-term growth of capital. The Fund seeks this objective through a broadly diversified portfolio of equity investments of U.S. issuers.

Portfolio Composition

Top 10 Portfolio Holdings as of June 30, 2005*

             
% of
Company Business Net Assets



Coldwater Creek, Inc. 
  Internet & Catalog Retail     1.6 %
SVB Financial Group
  Banks     1.5  
Arbitron, Inc. 
  Commercial Services & Supplies     1.5  
LandAmerica Financial Group, Inc. 
  Insurance     1.5  
Sierra Pacific Resources
  Electric Utilities     1.5  
Longs Drug Stores Corp. 
  Food & Drug Retailing     1.5  
United Therapeutics Corp. 
  Biotechnology     1.5  
American Home Mortgage
           
Investment Corp. 
  Real Estate     1.4  
Bank of Hawaii Corp. 
  Banks     1.4  
Kindred Healthcare, Inc. 
  Healthcare Providers & Services     1.4  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 
 
 

Performance Review

Over the six-month period that ended June 30, 2005, the Fund generated a cumulative total return of 0.97%. Over the same period, the Fund’s benchmark, the Russell 2000 Index (with dividends reinvested) generated a cumulative total return of -1.25%.

The Fund outperformed its benchmark for the period as returns to the CORE investment themes were positive. Momentum was the biggest positive contributor to relative returns, as companies with strong momentum characteristics outperformed their industry counterparts. Management Impact, Profitability, Earnings Quality, and Valuation also added value, while Analyst Sentiment was only slightly positive for the period.

Among sectors, stock selection was positive overall. The Fund’s holdings in the Industrials and Financials sectors were most successful for the period. Conversely, the Fund’s holdings in the Information Technology sector lagged their peers in the benchmark the most, but did little to offset the gains experienced elsewhere.

In terms of individual stocks, overweight positions in USG Corp., Kindred Healthcare, Inc. and Veritas DGC, Inc. were among the largest contributors to excess returns for the six-month period. On the downside, overweight positions in Cree, Inc., SeaChange International, Inc. and Infocus were among the largest detractors from relative performance for the period.

In managing the CORE products, we do not make size or sector bets. We hope to add value versus the Fund’s index through individual stock selection. Our quantitative process seeks out stocks with good momentum that also appear to be good values. We prefer stocks about which fundamental research analysts are becoming more positive, and companies with strong profit margins, sustainable earnings, and that use their capital to enhance shareholder value. These factors are not highly correlated to each other, which diversifies the Fund’s sources of returns.

We thank you for your investment and look forward to your continued confidence.

Goldman Sachs Quantitative Equity Management Team

July 18, 2005

Shares of the Goldman Sachs Variable Insurance Trust (“VIT”) CORE Small Cap Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

The VIT CORE Small Cap Equity Fund invests in a broadly diversified portfolio of small-capitalization U.S. equity investments and is subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Stocks of smaller companies are often more volatile and less liquid and present greater risks than stocks of larger companies. At times, the Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all.

 
2


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

SECTOR ALLOCATION AS OF JUNE 30, 2005

Percentage of Portfolio Investments

(BAR CHART)
† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value. Short-term investments include securities lending collateral.  

 
3


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Statement of Investments

June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – 98.9%

    Aerospace & Defense – 0.4%
      4,800     Kaman Corp.   $ 86,592  
      19,600     United Industrial Corp.     700,504  
                 
 
                  787,096  
   
    Airlines – 0.7%
      42,400     Alaska Air Group, Inc.*     1,261,400  
   
    Banks – 7.7%
      42,100     Bank Mutual Corp.     465,626  
      52,000     Bank of Hawaii Corp.     2,639,000  
      6,700     Berkshire Hills Bancorp, Inc.     223,244  
      9,500     Central Pacific Financial Corp.     338,200  
      2,600     City National Corp.     186,446  
      21,000     Corus Bankshares, Inc.     1,165,290  
      10,000     CVB Financial Corp.     196,800  
      21,300     First Bancorp.     855,195  
      4,000     First Citizens Bancshares, Inc.     578,200  
      3,333     First Financial Bankshares, Inc.     112,789  
      4,500     FirstFed Financial Corp.*     268,245  
      14,700     Hancock Holding Co.     505,680  
      20,600     Hanmi Financial Corp.     344,020  
      5,100     IBERIABANK Corp.     314,211  
      39,400     PFF Bancorp, Inc.     1,193,426  
      14,700     Provident Bankshares Corp.     469,077  
      19,200     Provident Financial Services, Inc.     337,344  
      13,570     Republic Capital Trust     203,278  
      58,800     SVB Financial Group*(a)     2,816,520  
      5,795     Texas Regional Bancshares, Inc.     176,632  
      6,510     U.S.B. Holding Co., Inc.     152,334  
      10,470     UMB Financial Corp.     597,104  
      1,200     WSFS Financial Corp.     65,652  
                 
 
                  14,204,313  
   
    Beverages – 0.1%
      8,600     The Boston Beer Co., Inc.*     192,984  
   
    Biotechnology – 4.7%
      26,500     Albany Molecular Research, Inc.*     371,000  
      134,700     Applera Corp. – Celera Genomics Group*     1,477,659  
      34,000     Cephalon, Inc.*     1,353,540  
      45,400     Connetics Corp.*     800,856  
      4,700     Gen-Probe, Inc.*     170,281  
      18,400     Kos Pharmaceuticals, Inc.*     1,205,200  
      15,300     Maxygen, Inc.*     104,958  
      15,700     Protein Design Labs, Inc.*     317,297  
      9,800     Serologicals Corp.*     208,250  
      55,600     United Therapeutics Corp.*     2,679,920  
                 
 
                  8,688,961  
   
    Building Products – 1.6%
      23,450     Griffon Corp.*     520,590  
      47,600     USG Corp.*(a)     2,023,000  
      9,200     Watsco, Inc.     391,920  
                 
 
                  2,935,510  
   
    Chemicals – 0.6%
      11,200     H.B. Fuller Co.     381,472  
      30,300     NewMarket Corp.*     448,137  
      4,600     The Lubrizol Corp.     193,246  
                 
 
                  1,022,855  
   
    Commercial Services & Supplies – 6.0%
      13,100     Alliance Data Systems Corp.*     531,336  
      65,200     Arbitron, Inc.     2,797,080  
      45,000     Century Business Services, Inc.*     182,250  
      21,500     Coinstar, Inc.*     487,835  
      27,600     Consolidated Graphics, Inc.*     1,125,252  
      3,600     CRA International, Inc.*     193,860  
      19,500     CSG Systems International, Inc.*     370,110  
      22,900     FTI*     478,610  
      14,800     Global Payments, Inc.     1,003,440  
      89,100     Labor Ready, Inc.*     2,076,921  
      24,700     Pre-Paid Legal Services, Inc.(a)     1,102,855  
      32,700     Spherion Corp.*     215,820  
      63,200     TeleTech Holdings, Inc.*     515,080  
                 
 
                  11,080,449  
   
    Communications Equipment – 1.9%
      38,500     Arris Group, Inc.*     335,335  
      14,900     Audiovox Corp.*     230,950  
      29,600     Comtech Telecommunications Corp.*     965,848  
      14,000     DSP Group, Inc.*     334,180  
      23,200     InterDigital Communications Corp.*     406,000  
      45,000     Optical Communication Products, Inc.*     85,500  
      45,800     Powerwave Technologies, Inc.*     468,076  
      33,500     Symmetricom, Inc.*     347,395  
      32,300     Tellabs, Inc.*     281,010  
                 
 
                  3,454,294  
   
    Computers & Peripherals – 1.7%
      8,300     Hutchinson Technology, Inc.*     319,633  
      58,800     Intergraph Corp.*     2,026,248  
      25,900     Komag, Inc.*     734,783  
                 
 
                  3,080,664  
   
    Construction & Engineering – 1.1%
      5,200     EMCOR Group, Inc.*     254,280  
      32,800     Washington Group International, Inc.*     1,676,736  
                 
 
                  1,931,016  
   
    Construction Materials – 0.4%
      11,800     Texas Industries, Inc.     663,514  
   
    Containers & Packaging – 0.2%
      6,000     Greif, Inc.     366,600  
   
    Distributors – 1.4%
      12,100     Brightpoint, Inc.*     268,499  
      63,800     Handleman Co.     1,053,338  
      41,300     WESCO International, Inc.*     1,295,994  
                 
 
                  2,617,831  
   
 
The accompanying notes are an integral part of these financial statements.

4


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – (continued)

    Diversified Financials – 2.1%
      9,300     AmeriCredit Corp.*   $ 237,150  
      6,600     Calamos Asset Management, Inc.     179,784  
      53,100     CompuCredit Corp.*(a)     1,820,268  
      10,300     Investment Technology Group, Inc.*     216,506  
      44,000     World Acceptance Corp.*     1,322,200  
                 
 
                  3,775,908  
   
    Diversified Telecommunication – 0.6%
      27,300     Commonwealth Telephone Enterprises, Inc.     1,144,143  
   
    Electric Utilities – 2.1%
      14,100     El Paso Electric Co.*     288,345  
      23,700     NRG Energy, Inc.*     891,120  
      218,400     Sierra Pacific Resources*(a)     2,719,080  
                 
 
                  3,898,545  
   
    Electrical Equipment – 0.8%
      8,100     A.O. Smith Corp.     216,351  
      19,600     General Cable Corp.*     290,668  
      10,100     The Genlyte Group, Inc.*     492,274  
      6,400     Woodward Governor Co.     537,792  
                 
 
                  1,537,085  
   
    Electronic Equipment & Instruments – 3.7%
      59,600     Anixter International, Inc.*     2,215,332  
      25,100     Coherent, Inc.*     903,851  
      53,800     Ingram Micro, Inc.*     842,508  
      6,400     Itron, Inc.*     285,952  
      42,700     MTS Systems Corp.     1,433,866  
      33,400     Teledyne Technologies, Inc.*     1,088,172  
                 
 
                  6,769,681  
   
    Energy Equipment & Services – 3.7%
      16,600     Cal Dive International, Inc.*     869,342  
      7,200     GulfMark Offshore, Inc.*     196,632  
      22,400     Helmerich & Payne, Inc.     1,051,008  
      9,500     Offshore Logistics, Inc.*     311,980  
      10,200     SEACOR Holdings, Inc.*     655,860  
      8,000     Unit Corp.*     352,080  
      32,800     Universal Compression Holdings, Inc.*     1,188,672  
      77,100     Veritas DGC, Inc.*     2,138,754  
                 
 
                  6,764,328  
   
    Food & Drug Retailing – 3.9%
      62,800     Longs Drug Stores Corp.     2,703,540  
      47,300     Nash-Finch Co.     1,737,802  
      207,600     Terra Industries, Inc.*(a)     1,413,756  
      14,200     The Great Atlantic & Pacific Tea Co., Inc.*     412,652  
      20,600     The Pantry, Inc.*     797,838  
                 
 
                  7,065,588  
   
    Food Products – 1.5%
      17,500     Chiquita Brands International, Inc.     480,550  
      3,800     J & J Snack Foods Corp.     198,930  
      21,400     Pilgrim’s Pride Corp.(a)     730,382  
      32,900     USANA Health Sciences, Inc.*(a)     1,391,670  
                 
 
                  2,801,532  
   
    Healthcare Equipment & Supplies – 3.4%
      19,900     American Medical Systems Holdings, Inc.*     410,935  
      73,900     Applera Corp. – Applied Biosystems Group     1,453,613  
      8,600     ArthroCare Corp.*     300,484  
      3,200     Bio-Rad Laboratories, Inc.*     189,472  
      3,600     Biosite, Inc.*     197,964  
      6,700     Computer Programs and Systems, Inc.     249,709  
      7,100     Edwards Lifesciences Corp.*     305,442  
      10,000     Hologic, Inc.*     397,500  
      80,800     Immucor, Inc.*     2,339,160  
      5,000     Ventana Medical Systems, Inc.*     201,150  
      9,300     West Pharmaceutical Services, Inc.     260,865  
                 
 
                  6,306,294  
   
    Healthcare Providers & Services – 4.4%
      56,400     First Horizon Pharmaceutical Corp.*     1,073,856  
      37,800     Genesis HealthCare Corp.*     1,749,384  
      65,500     Kindred Healthcare, Inc.*     2,594,455  
      28,300     Sierra Health Services, Inc.*     2,022,318  
      87,200     Stewart Enterprises, Inc.     570,288  
                 
 
                  8,010,301  
   
    Hotels, Restaurants & Leisure – 3.3%
      33,100     Choice Hotels International, Inc.     2,174,670  
      81,600     CKE Restaurants, Inc.     1,135,872  
      53,500     Dave & Buster’s, Inc.*     986,540  
      9,600     Jack in the Box, Inc.*     364,032  
      29,000     Papa John’s International, Inc.*     1,159,130  
      4,900     Red Robin Gourmet Burgers, Inc.*     303,702  
                 
 
                  6,123,946  
   
    Household Durables – 1.1%
      61,800     American Greetings Corp.     1,637,700  
      22,600     Kimball International, Inc. Class B     298,320  
                 
 
                  1,936,020  
   
    Insurance – 3.9%
      663     Alleghany Corp.*     196,911  
      9,900     Argonaut Group, Inc.*     228,591  
      6,500     FBL Financial Group, Inc.     179,465  
      46,400     LandAmerica Financial Group, Inc.(a)     2,754,768  
      1,300     National Western Life Insurance Co.*     252,057  
      5,700     Safety Insurance Group, Inc.     192,432  
      60,100     Stewart Information Services Corp.     2,524,200  
      5,300     The Midland Co.     186,507  
      9,400     Zenith National Insurance Corp.     637,884  
                 
 
                  7,152,815  
   
 
The accompanying notes are an integral part of these financial statements.

5


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 
                     
Shares Description Value
   
Common Stocks – (continued)

    Internet & Catalog Retail – 1.6%
      115,050     Coldwater Creek, Inc.*   $ 2,865,896  
   
    Internet Software & Services – 3.0%
      8,900     Digital River, Inc.*     282,575  
      26,800     InfoSpace, Inc.*     882,524  
      38,600     J2 Global Communications New*(a)     1,329,384  
      10,500     NETGEAR, Inc.*     195,300  
      16,900     United Online, Inc.     183,534  
      10,700     WebEx Communications, Inc.*     282,587  
      49,100     Websense, Inc.*     2,359,255  
                 
 
                  5,515,159  
   
    IT Consulting & Services – 0.9%
      77,200     Agilysys, Inc.     1,212,040  
      24,800     Keane, Inc.*     339,760  
                 
 
                  1,551,800  
   
    Leisure Equipment & Products – 0.8%
      7,700     Arctic Cat, Inc.     158,081  
      25,200     Polaris Industries, Inc.     1,360,800  
                 
 
                  1,518,881  
   
    Machinery – 3.4%
      41,300     Applied Industrial Technologies, Inc.     1,333,577  
      8,000     CIRCOR International, Inc.     197,360  
      70,700     EnPro Industries, Inc.*     2,041,109  
      17,300     Esterline Technologies Corp.*     693,384  
      11,800     NACCO Industries, Inc.     1,265,196  
      6,300     Tennant Co.     223,083  
      15,200     The Greenbrier Cos., Inc.     411,920  
                 
 
                  6,165,629  
   
    Marine – 0.3%
      10,500     Overseas Shipholding Group, Inc.     626,325  
   
    Media – 0.7%
      14,600     Catalina Marketing Corp.     370,986  
      14,200     Cumulus Media, Inc.*     167,276  
      16,800     Hearst-Argyle Television, Inc.     411,600  
      10,400     Journal Communications, Inc.     174,720  
      14,000     World Wrestling Entertainment, Inc.     159,880  
                 
 
                  1,284,462  
   
    Metals & Mining – 3.2%
      14,700     Carpenter Technology Corp.     761,460  
      40,000     Metals USA, Inc.*     760,800  
      22,700     Quanex Corp.     1,203,327  
      165,700     Ryerson Tull, Inc.(a)     2,364,539  
      50,300     USEC, Inc.     736,392  
                 
 
                  5,826,518  
   
    Multiline Retail – 0.8%
      36,600     Big Lots, Inc.*     484,584  
      42,700     Dillard’s, Inc.     1,000,034  
                 
 
                  1,484,618  
   
    Office – 0.2%
      12,100     PAR Technology Corp.*     387,200  
   
    Oil & Gas – 2.3%
      10,400     Berry Petroleum Co.     549,952  
      31,700     Swift Energy Co.*     1,135,494  
      45,600     The Houston Exploration Co.*     2,419,080  
      6,300     Vintage Petroleum, Inc.     191,961  
                 
 
                  4,296,487  
   
    Personal Products – 0.2%
      18,600     Mannatech, Inc.(a)     353,772  
   
    Pharmaceuticals – 0.1%
      17,000     Perrigo Co.     236,980  
   
    Real Estate – 7.8%
      2,400     Alexandria Real Estate Equities, Inc.     176,280  
      9,000     American Campus Communities, Inc.     204,120  
      75,800     American Home Mortgage Investment Corp.     2,649,968  
      21,800     BioMed Reality Trust, Inc.     519,930  
      10,800     Brookfield Homes Corp.     492,480  
      69,200     Commercial Net Lease Realty     1,416,524  
      41,100     Cousins Properties, Inc.     1,215,738  
      14,800     Digital Realty Trust, Inc.     257,224  
      26,600     Entertainment Properties Trust     1,223,600  
      48,600     HRPT Properties Trust     604,098  
      5,900     Jones Lang LaSalle, Inc.*     260,957  
      20,300     La Quinta Corp.*     189,399  
      12,500     Lexington Corporate Properties Trust     303,875  
      28,600     National Health Investors, Inc.     802,802  
      9,400     RAIT Investment Trust     281,530  
      100,800     Senior Housing Properties Trust     1,906,128  
      38,400     Spirit Finance Corp.     451,200  
      43,200     Trammell Crow Co.*     1,047,168  
      5,300     Universal Health Realty Income Trust     201,983  
                 
 
                  14,205,004  
   
    Road & Rail – 1.6%
      14,800     Covenant Transport, Inc.*     195,360  
      51,800     Dollar Thrifty Automotive Group, Inc.*     1,967,364  
      12,800     GATX Corp.     441,600  
      7,900     Swift Transportation Co., Inc.*     183,991  
      16,700     U. S. Xpress Enterprises, Inc.*     198,897  
                 
 
                  2,987,212  
   
    Semiconductor Equipment & Products – 2.2%
      152,900     Atmel Corp.*     362,373  
      5,900     Cabot Microelectronics Corp.*     171,041  
      46,000     Cree, Inc.*(a)     1,171,620  
      35,200     Integrated Device Technology, Inc.*     378,400  
      11,500     Photronics, Inc.*     268,410  
      36,200     Sigmatel, Inc.*     621,192  
                     
   
 
The accompanying notes are an integral part of these financial statements.

6


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – (continued)

    Semiconductor Equipment & Products – (continued)
      72,900     Silicon Image, Inc.*   $ 747,954  
      7,000     Varian Semiconductor Equipment Associates*     259,000  
                 
 
                  3,979,990  
   
    Software – 1.9%
      25,900     ANSYS, Inc.*     919,709  
      63,800     Atari, Inc.*     177,364  
      48,900     Parametric Technology Corp.*     311,982  
      12,000     QAD, Inc.     92,400  
      123,900     SeaChange International, Inc.*     869,778  
      9,900     SPSS, Inc.*     190,179  
      31,300     SS&C Technologies, Inc.     991,584  
                 
 
                  3,552,996  
   
    Specialty Retail – 4.4%
      3,000     Building Materials Holding Corp.     207,870  
      89,600     Circuit City Stores, Inc.     1,549,184  
      25,000     Goody’s Family Clothing, Inc.     184,375  
      28,000     Hot Topic, Inc.*     535,360  
      18,800     Lithia Motors, Inc.     542,380  
      63,500     Movie Gallery, Inc.(a)     1,678,305  
      35,100     Stage Stores, Inc.*     1,530,360  
      4,200     The Buckle, Inc.     186,228  
      30,300     The Cato Corp.     625,695  
      10,350     The Men’s Wearhouse, Inc.*     356,350  
      31,800     United Rentals, Inc.*     642,678  
                 
 
                  8,038,785  
   
    Textiles & Apparel – 0.3%
      13,100     Skechers U.S.A., Inc.*     186,806  
      31,700     Wellman, Inc.     323,023  
                 
 
                  509,829  
   
    Wireless Telecommunication Services – 0.2%
      26,500     Ubiquitel, Inc.*     216,240  
      3,700     United States Cellular Corp.*     184,778  
                 
 
                  401,018  
   
    TOTAL COMMON STOCKS
    (Cost $157,716,212)   $ 181,362,234  
   
   
Securities Lending Collateral – 11.3%

      20,700,150     Boston Global Investment Trust – Enhanced Portfolio        
    (Cost $20,700,150)   $ 20,700,150  
   
    TOTAL INVESTMENTS – 110.2%
    (Cost $178,416,362)   $ 202,062,384  
   

  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.

 
 * Non-income producing security.
 
 (a) All or a portion of security is on loan.

ADDITIONAL INVESTMENT INFORMATION

FUTURES CONTRACTS — At June 30, 2005, the following futures contracts were open as follows:

                                 
Number of Settlement Unrealized
Type Contracts Long Month Market Value Gain

Russell 1000 Index
    30       September 2005     $ 1,929,300     $ 9,613  

 
The accompanying notes are an integral part of these financial statements.

7


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)
               
    Assets:

   
Investment in securities, at value (identified cost $157,716,212)
  $ 181,362,234  
   
Securities lending collateral, at value
    20,700,150  
   
Cash(a)
    2,006,191  
   
Receivables:
       
     
Variation margin
    106,660  
     
Fund shares sold
    106,309  
     
Dividends
    103,036  
     
Securities lending income
    16,345  
     
Reimbursement from adviser
    10,204  
   
Other assets
    17,573  
   
   
Total assets
    204,428,702  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    20,700,150  
     
Fund shares repurchased
    129,397  
     
Amounts owed to affiliates
    118,529  
   
Accrued expenses
    86,406  
   
   
Total liabilities
    21,034,482  
   
    Net Assets:

   
Paid-in capital
    149,625,602  
   
Accumulated undistributed net investment income
    415,328  
   
Accumulated net realized gain on investment and futures transactions
    9,697,655  
   
Net unrealized gain on investments and futures transactions
    23,655,635  
   
   
NET ASSETS
  $ 183,394,220  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    12,610,569  
   
Net asset value, offering and redemption price per share
  $ 14.54  
   

(a)  Includes restricted cash of $350,000 relating to initial margin requirements and collateral on futures transactions.

 
The accompanying notes are an integral part of these financial statements.

8


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Statement of Operations

For the Six Months Ended June 30, 2005 (Unaudited)
               
    Investment income:

   
Dividends(a)
  $ 1,120,092  
   
Interest (including securities lending income of $77,269)
    78,231  
   
   
Total income
    1,198,323  
   
    Expenses:

   
Management fees
    668,913  
   
Printing fees
    71,868  
   
Custody and accounting fees
    47,636  
   
Transfer agent fees
    35,675  
   
Professional fees
    24,688  
   
Trustee fees
    7,140  
   
Other
    6,632  
   
   
Total expenses
    862,552  
   
   
Less — expense reductions
    (59,857 )
   
   
Net Expenses
    802,695  
   
   
NET INVESTMENT INCOME
    395,628  
   
    Realized and unrealized gain (loss) on investment and futures transactions:

   
Net realized gain from:
       
     
Investment transactions
    2,454,831  
     
Futures transactions
    38,841  
   
Net increase from payment by affiliates to reimburse certain security claims
    13,860  
   
Net change in unrealized gain (loss) on:
       
     
Investments
    (1,607,786 )
     
Futures
    7,419  
   
   
Net realized and unrealized gain on investment and futures transactions
    907,165  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 1,302,793  
   

(a)  Foreign taxes withheld on dividends were $482.

 
The accompanying notes are an integral part of these financial statements.

9


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Statements of Changes in Net Assets

                     
For the
Six Months Ended For the
June 30, 2005 Year Ended
(Unaudited) December 31, 2004
    From operations:

   
Net investment income
  $ 395,628     $ 257,676  
   
Net realized gain from investment and futures transactions
    2,493,672       15,481,829  
   
Net increase from payment by affiliates to reimburse certain security claims
    13,860        
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
          32,935  
   
Net change in unrealized gain (loss) on investments and futures transactions
    (1,600,367 )     11,810,368  
   
   
Net increase in net assets resulting from operations
    1,302,793       27,582,808  
   
    Distributions to shareholders:

   
From net investment income
          (339,002 )
   
From net realized gain
          (8,690,421 )
   
   
Total distributions to shareholders
          (9,029,423 )
   
    From share transactions:

   
Proceeds from sales of shares
    6,359,320       8,359,311  
   
Reinvestment of dividends and distributions
          9,029,423  
   
Cost of shares repurchased
    (16,089,196 )     (25,886,127 )
   
   
Net decrease in net assets resulting from share transactions
    (9,729,876 )     (8,497,393 )
   
   
TOTAL INCREASE (DECREASE)
    (8,427,083 )     10,055,992  
   
    Net assets:

   
Beginning of period
    191,821,303       181,765,311  
   
   
End of period
  $ 183,394,220     $ 191,821,303  
   
   
Accumulated undistributed net investment income
  $ 415,328     $ 19,700  
   
    Summary of share transactions:

   
Shares sold
    448,679       616,586  
   
Shares issued on reinvestment of dividends and distributions
          629,223  
   
Shares repurchased
    (1,156,177 )     (1,920,659 )
   
   
NET DECREASE
    (707,498 )     (674,850 )
   
 
The accompanying notes are an integral part of these financial statements.

10


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period
                                                                                                                                         
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Ratio of Ratio of
Net Net Ratio of net Ratio of net
Net asset realized From From Net asset assets net investment total investment
value, Net and Total from From net tax net value, at end expenses income expenses income Portfolio
beginning investment unrealized investment investment return of realized Total end of Total of period to average to average to average to average turnover
Year of period income(a) gain (loss) operations income capital gain distributions period return(b) (in 000s) net assets net assets net assets net assets rate
 
    For the Six Months Ended June 30, (Unaudited)

    2005   $ 14.40     $ 0.03     $ 0.11     $ 0.14     $     $     $     $     $ 14.54       0.97 %   $ 183,394       0.90 %(c)     0.44 %(c)     0.97 %(c)     0.37 %(c)     61 %    
    For the Years Ended December 31,

    2004     12.99       0.02       2.10       2.12       (0.03 )           (0.68 )     (0.71 )     14.40       16.33       191,821       0.90       0.14       0.97       0.07       146      
    2003     9.19       0.04       4.18       4.22       (0.03 )           (0.39 )     (0.42 )     12.99       46.00       181,765       1.03       0.40       1.25       0.18       141      
    2002     10.84       0.03       (1.65 )     (1.62 )     (0.03 )                 (0.03 )     9.19       (14.97)       47,005       1.04       0.25       1.29       0.00       128      
    2001     10.40       0.03       0.44       0.47       (0.02 )     (0.01 )           (0.03 )     10.84       4.53       54,365       1.00       0.32       1.22       0.10       105      
    2000     10.60       0.06       0.09       0.15       (0.04 )           (0.31 )     (0.35 )     10.40       1.75       40,561       0.99       0.59       1.55       0.03       91      
   

(a) Calculated based on the average shares outstanding methodology.
(b)  Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one year are not annualized.

(c) Annualized.

The accompanying notes are an integral part of these financial statements.

 
11


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Notes to Financial Statements

June 30, 2005 (Unaudited)

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”) as an open-end management investment company. The Trust includes the Goldman Sachs CORE Small Cap Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in securities and investment companies traded on a U.S. securities exchange or the NASDAQ system are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate by the investment adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, a REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital and is generally not taxable to shareholders.

D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or pro rata basis depending upon the nature of the expense.

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued

 
12


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.

     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

G. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to deposit with a broker, or the Fund’s custodian bank on behalf of the broker an amount of cash or securities equal to the minimum “initial margin” requirement of the associated futures exchange. Subsequent payments for futures contracts (“variation margin”) are paid or received by the Fund, dependent on the daily fluctuations in the value of the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Fund realizes a gain or loss which is reported in the Statement of Operations.

     The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of the futures contract may not directly correlate with changes in the value of the underlying securities. This risk may decrease the effectiveness of the Fund’s strategies and potentially result in a loss.

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.75% of the average daily net assets of the Fund.
     At a meeting held on June 16, 2005, the Board of Trustees of the Trust approved a fee reduction commitment for the Fund which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAM will implement the fee reduction commitment on a voluntary basis and waive a portion of its Management Fee to achieve the following annual rates:
         
Average Daily Net Assets Annual Rate

First $2 Billion
    0.75 %

Over $2 Billion
    0.68 %

Additionally, effective July 1, 2005, GSAM has voluntarily agreed to waive a portion of its Management Fee equal to 0.02% of the Fund’s average daily net assets.

 
13


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 
 
3. AGREEMENTS (continued)
     GSAM has contractually agreed to limit certain “Other Expenses” of the Fund (excluding Management fees, Transfer Agency fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.11% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reduction though June 30, 2005 and on a voluntary basis thereafter. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.
     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the six months ended June 30, 2005, there were no custody fee reductions.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At June 30, 2005, the amounts owed to affiliates were approximately $112,500 and $6,000 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2005, were $109,670,459 and $120,427,168, respectively. For the six months ended June 30, 2005, Goldman Sachs earned approximately $500 of brokerage commissions from portfolio transactions, including futures transactions, executed on behalf of the Fund.
     During the six months ended June 30, 2005, GSAM has voluntarily agreed to reimburse the Fund approximately $14,800 for certain class action settlements in which the Fund was eligible to participate.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2005, is reported parenthetically on the Statement of Operations. A portion of this amount, $24,885, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the six months ended June 30, 2005, BGA earned $13,633 in fees as securities lending agent. At June 30, 2005, the Fund loaned securities having a market value of $20,179,295 collateralized by cash in the amount of $20,700,150. At June 30, 2005, the amount payable to Goldman Sachs upon return of securities loaned is $2,313,950. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% of the total bank borrowings. This
 
14


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
6. LINE OF CREDIT FACILITY (continued)
facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2005, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

As of December 31, 2004, the Fund had timing differences of $19,700 related to the recognition of certain REIT dividends for tax purposes.
     At June 30, 2005, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:
         
Tax cost
  $ 178,587,860  

Gross unrealized gain
    28,797,440  
Gross unrealized loss
    (5,322,916 )

Net unrealized security gain (loss)
  $ 23,474,524  

     The difference between book-basis and tax basis unrealized gains (losses) is attributable primarily to wash sales and futures contracts.

8. LEGAL PROCEEDINGS

Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the Goldman Sachs Trust (the “GS Trust”). In June 2004 these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the GS Trust. Certain investment portfolios of the Trust were named as nominal defendants in the amended complaint. The amended complaint alleges violations of the Act and the Investment Advisers Act of 1940. The consolidated and amended complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The consolidated and amended complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commissions and other payments to brokers that sold shares of the Goldman Sachs Funds; and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The consolidated and amended complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to GSAM. The consolidated and amended complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust and the GS Trust’s officers and trustees breached their fiduciary duties in connection with the foregoing. In addition, in March 2005 Jeanne and Don Masden filed a purported class action lawsuit in the United States District Court for the Southern District of New York against GSG, GSAM, Goldman Sachs, the Trustees of the Trust, the GS Trust, and certain related parties. The lawsuit amends a previously-filed complaint, and alleges breaches of fiduciary duties and duties of care owed under federal and state law resulting from a failure to ensure that equity securities held by the Goldman Sachs Funds participated in class action settlements for which they were eligible. Plaintiffs seek compensatory damages, disgorgement of the fees paid to the investment advisers and punitive damages. Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuits will have a material adverse financial impact on the Fund is remote, and the pending actions are not likely to materially affect its ability to provide investment management services to its clients, including the Goldman Sachs Funds.
 
15


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Variable Insurance Trust (the “Trust”), and review the investment performance and expenses of the investment fund covered by this Report (the “Fund”) at regularly scheduled meetings held during the Fund’s fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) for the Fund.

     The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 16, 2005 (the “Annual Contract Meeting”).
     To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition to the reviews of the Fund’s investment performance, expenses and other matters at other regularly scheduled meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on November 3, 2004, February 9, 2005 and May 11, 2005. At these Committee meetings, the Independent Trustees considered matters relating to the Management Agreement including: (a) the Fund’s management fee arrangements; (b) the Investment Adviser’s undertaking to reimburse certain expenses of the Fund that exceed a specified level; (c) the Investment Adviser’s potential economies of scale and a proposal to implement a breakpoint for the fees payable by the Fund under the Management Agreement; (d) the relative expense level of the Fund; (e) the Investment Adviser’s profitability with respect to the Trust and the Fund; (f) the quality of the services provided to the Fund; (g) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; and (h) industry practices relating to such approvals.
     At the Annual Contract Meeting the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) the Fund’s investment performance; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management team; (d) the groups within the Investment Adviser that support the portfolio management team, including the legal and compliance departments, the valuation oversight group, the business planning team and the technology group; (e) the Investment Adviser’s business continuity and disaster recovery planning; (f) the Investment Adviser’s financial resources and its ability to hire and retain talented personnel; (g) the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending and other services; (h) the fees charged by the Investment Adviser to other types of clients; (i) the terms of the Management Agreement; (j) the administrative services provided under the Management Agreement, including the oversight by the Investment Adviser of the Fund’s other service providers; and (k) the Investment Adviser’s brokerage policies, trade aggregation and allocation policies and employee trading practices. At the Annual Contract Meeting, the Trustees also considered at further length the fees and expenses paid by the Fund, the Fund’s expense trends over time, and the proposed breakpoint in the contractual fee rate under the Management Agreement.
     In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended separate sessions at which the Trustees reviewed the commission rates paid by the Fund on brokerage transactions, and the Investment Adviser’s receipt of research services in connection with those transactions. Information was also provided to the Trustees relating to revenue sharing by the Investment Adviser, portfolio manager compensation and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.
     In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Fund. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Fund in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Fund invests; (c) compliance reports; and (d) expenses borne by the Fund.
     In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other non-advisory services, that are provided to the Fund by the Investment Adviser and its affiliates. These services include services as the Fund’s transfer agent, securities lending agent and distributor. In addition,
 
16


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

affiliates of the Investment Adviser receive compensation in connection with the execution of Fund’s portfolio securities transactions. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Fund and had, in fact, committed those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address new regulatory compliance requirements applicable to the Fund and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Fund and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Fund to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. This information on the Fund’s investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies, as well as in light of periodic analyses of its risk profile. The Trustees believed that the Fund was providing competitive performance for long-term investors.
     The Board of Trustees also considered the contractual fee rate payable by the Fund under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Fund, the fees paid by the Fund and the Fund’s total operating expense ratios (before and after expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Fund’s fee rate and total operating expense ratios were prepared by a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness of the management fees paid by the Fund.
     More particularly, the Trustees reviewed analyses prepared by a third party consultant of the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees to a relevant peer group and a category universe; an expense analysis which compared the Fund’s expenses to a peer group and a category universe; and a five-year history comparing the Fund’s expenses to the category average. The analyses also compared the Fund’s transfer agency fees, custody and accounting fees and other expenses to a peer group and median. In addition, the Trustees considered the Investment Adviser’s undertaking to limit the Fund’s total expense ratio (excluding certain expenses) to a specified level. This was a contractual undertaking that expired on June 30, 2005. The Trustees considered the Investment Adviser’s undertaking to continue this expense reimbursement after that date on a voluntary basis until further notice to the Trustees.
     The Board of Trustees also considered the reduction in the contractual fee rate under the Management Agreement for the Fund that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Review Meeting the Board approved the implementation of a breakpoint in the Fund’s contractual management fee rate at the following annual percentage of the average daily net assets of the Fund: 0.75% on the first $2 billion and 0.68% over $2 billion. The new breakpoint was implemented initially on a voluntary basis effective July 1, 2005, and will ultimately be implemented on a contractual basis within twelve months.
     In approving the new fee breakpoint, the Trustees reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Fund and its shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Fund; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. The Trustees agreed that the fee breakpoint was a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset level.
     The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Fund as stated above, including the fees received by them for transfer agency, securities lending, and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Fund. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Fund. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies.
     After deliberation, the Trustees concluded that the management fees paid by the Fund were reasonable in light of the services provided by the Investment Adviser, its costs and the Fund’s current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.
 
17


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CORESM SMALL CAP EQUITY FUND 

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2005

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  
 
            The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2005 through June 30, 2005.  
 
            Actual Expenses — The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.  
 
            Hypothetical Example for Comparison Purposes — The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual annualized expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  
 
            Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending 6 months
Account Value Account Value ended
1/1/05 6/30/05 6/30/05*

Actual
  $ 1,000     $ 1,009.70     $ 4.48  
Hypothetical 5% return
    1,000       1,020.33 +     4.51  

  *   Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2005. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized expense ratio for the period was 0.90%.  

  +   Hypothetical expenses are based on the Fund’s actual annualized expense ratios and an assumed rate of return of 5% per year before expenses.  

 
18


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request by calling 1-800-621-2550 and on the Securities and Exchange Commission Web site at http://www.sec.gov.
 
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-621-2550.
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of June 30, 2005 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
 
Stocks of smaller companies are often more volatile and present greater risks than stocks of larger companies. At times, the Goldman Sachs Variable Insurance Trust CORESM Small Cap Equity Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all.
 
COREsm is a service mark of Goldman, Sachs & Co.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: COREsm Small Cap Equity Fund.
 
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: August 19, 2005
 
VITCORESCSAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
Capital Growth Fund
 
Semiannual Report
June 30, 2005
 


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust — Capital Growth Fund during the six-month reporting period that ended June 30, 2005.

Market Review

After positive returns in 2004, major indices in U.S. markets traded in a relatively narrow range as the S&P 500 returned -0.81% over the past six months. Equity styles traded back and forth for dominance, with the Russell 1000 Growth and Russell 1000 Value Indexes returning -1.72% and 1.76%, respectively, over the period. Value also outperformed growth in the mid cap asset class, as the Russell Midcap Growth and Russell Midcap Value Indexes returned 1.70% and 5.51%, respectively. The supply and demand of oil continues to capture the attention of both the headlines and the marketplace as prices reached in excess of $60 per barrel. The Federal Reserve Bank continued its “measured” rate increases, and the U.S. dollar began to appreciate versus the Euro as voters in France and Holland voted against the ratification of the European Union constitution. Leading the markets during the reporting period were commodity-based businesses in the Energy and Utilities sectors.

Investment Objective

The Fund seeks long-term growth of capital.

Portfolio Composition

Top 10 Portfolio Holdings as of June 30, 2005*
             
% of
Company Business Net Assets



Freddie Mac
  Financials     4.3 %
Microsoft Corp.
  Computer Software     4.2  
Dell, Inc.
  Computer Hardware     3.5  
The McGraw-Hill Cos., Inc.
  Commercial Services     3.5  
QUALCOMM, Inc.
  Semiconductors/Semiconductor Capital Equipment     3.4  
PepsiCo, Inc.
  Beverages     3.2  
Wal-Mart Stores, Inc.
  Retailing     3.1  
Lowe’s Companies, Inc.
  Retailing     3.1  
Viacom, Inc.
  Movies & Entertainment     2.9  
Cisco Systems, Inc.
  Networking Telecommunications Equipment     2.9  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
 
Shareholder Letter (continued)

Performance Review

Over the six-month period that ended June 30, 2005, the Fund generated a cumulative total return of -2.98%. Over the same time period, the Fund’s benchmark, the Russell 1000 Growth Index (with dividends reinvested) generated cumulative total return of -1.72%.

As these returns indicate, it was a difficult environment for large-cap growth stocks. During the reporting period, the Fund’s underperformance versus its benchmark was primarily due to stock selection.

The Fund’s holding in QUALCOMM, Inc. lagged the market as the company lowered its outlook for the next two quarters. We believe this stems primarily from excess handset inventories following strong sales last year. QUALCOMM continued to buy back its stock aggressively, as it increased its buyback authorization to $2 billion last quarter. Despite the short-term weakness, we continue to believe in the company’s long-term growth potential. QUALCOMM was the top contributor to the portfolio’s performance in 2004.

Within the Media sector, Viacom, Inc. and Time Warner, Inc. detracted from performance. Although Viacom has announced plans to split the broadcasting business from the more profitable cable networks, its stock still declined. Moreover, we believe the recent disappointment in lower advertising commitments for the broadcasters led to weakness in the stocks of cable network operators such as Viacom.

In contrast, in the Healthcare sector, Caremark Rx, Inc. and Medco Health Solutions, Inc. were up and positively contributed to performance during the reporting period. Caremark benefited from news that a pending investigation by the Justice Department is near settlement. Caremark reported strong results, bolstered by a large contract it recently won as well as a significant increase in mail pharmacy revenues. Due to the company’s strong performance and its significant cash flow generation, Caremark increased its share repurchase program by $500 million.

Crown Castle International Corp.’s and American Tower Corp.’s stocks were up and enhanced results. Crown Castle’s shares appreciated as the company refinanced its balance sheet, turning its high yield debt into lower yielding debt, effectively decreasing its annual interest expense. Because this translates into a $50 million increase in free cash flow for Crown Castle, the market bid the stock up. We added American Tower Corp. to the portfolio during the second quarter. The company is the largest independent owner and operator of wireless telecommunication towers in the U.S. and shares a duopoly with Crown Castle. We believe the nature of the tower industry ensures transparency in revenue and earnings growth because these businesses are able to lock their wireless telephony and broadcast customers into long-term contracts.

We thank you for your investment and look forward to your continued confidence.

Goldman Sachs Growth Equity Management Team

July 18, 2005

Shares of the Goldman Sachs Variable Insurance Trust (“VIT”) Capital Growth Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity

 
2


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

The VIT Capital Growth Fund invests primarily in large-capitalization U.S. equity investments and is subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions.

 
3


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

SECTOR ALLOCATION AS OF JUNE 30, 2005

Percentage of Portfolio Investments

(BAR CHART)

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value.

 
 
4


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Statement of Investments

June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – 100.0%

    Banks – 1.4%
      14,956     Citigroup, Inc.   $ 691,416  
      47,802     J.P. Morgan Chase & Co.     1,688,367  
                 
 
                  2,379,783  
   
    Beverages – 3.9%
      99,790     PepsiCo, Inc.     5,381,674  
      28,065     The Coca-Cola Co.     1,171,714  
                 
 
                  6,553,388  
   
    Biotechnology – 2.1%
      59,950     Amgen, Inc.*     3,624,577  
   
    Broadcasting & Cable/Satellite TV – 1.9%
      14,678     Clear Channel Communications, Inc.     453,991  
      69,750     Univision Communications, Inc.*     1,921,612  
      38,900     Westwood One, Inc.     794,727  
                 
 
                  3,170,330  
   
    Commercial Services – 5.0%
      56,290     Moody’s Corp.     2,530,798  
      132,140     The McGraw-Hill Cos., Inc.     5,847,195  
                 
 
                  8,377,993  
   
    Computer Hardware – 3.5%
      148,435     Dell, Inc.*     5,864,667  
   
    Computer Services – 2.0%
      86,110     First Data Corp.     3,456,455  
   
    Computer Software – 6.2%
      57,645     Electronic Arts, Inc.*     3,263,283  
      287,565     Microsoft Corp.     7,143,115  
                 
 
                  10,406,398  
   
    Drugs & Medicine – 3.4%
      25,740     Eli Lilly & Co.     1,433,975  
      74,090     Pfizer, Inc.     2,043,402  
      49,735     Wyeth     2,213,208  
                 
 
                  5,690,585  
   
    Electrical Equipment – 1.5%
      86,520     Tyco International Ltd.     2,526,384  
   
    Financials – 12.0%
      60,280     Fannie Mae     3,520,352  
      111,955     Freddie Mac     7,302,825  
      16,630     Golden West Financial Corp.     1,070,639  
      166,680     MBNA Corp.     4,360,349  
      23,235     Merrill Lynch & Co., Inc.     1,278,157  
      25,345     Morgan Stanley     1,329,852  
      130,960     The Charles Schwab Corp.     1,477,229  
                 
 
                  20,339,403  
   
    Foods – 1.7%
      40,660     Wm. Wrigley Jr. Co.     2,799,034  
   
    Gaming/Lodging – 7.9%
      33,090     Carnival Corp.     1,805,060  
      131,885     Cendant Corp.     2,950,267  
      45,130     GTECH Holdings Corp.     1,319,601  
      41,360     Harrah’s Entertainment, Inc.     2,980,815  
      37,250     Marriott International, Inc.     2,541,195  
      31,080     Starwood Hotels & Resorts Worldwide, Inc.     1,820,356  
                 
 
                  13,417,294  
   
    Household/Personal Care – 2.9%
      61,520     Avon Products, Inc.     2,328,532  
      47,860     The Procter & Gamble Co.     2,524,615  
                 
 
                  4,853,147  
   
    Insurance – 0.7%
      34,730     Willis Group Holdings Ltd.     1,136,366  
   
    Internet & Online – 2.8%
      11,720     Google, Inc.*     3,447,438  
      34,790     Yahoo!, Inc.*     1,205,474  
                 
 
                  4,652,912  
   
    Manufacturing – 0.3%
      7,935     3M Co.     573,701  
   
    Medical Products – 5.2%
      11,250     Fisher Scientific International, Inc.*     730,125  
      60,630     Medtronic, Inc.     3,140,028  
      18,260     St. Jude Medical, Inc.*     796,319  
      53,870     Stryker Corp.     2,562,057  
      20,200     Zimmer Holdings, Inc.*     1,538,634  
                 
 
                  8,767,163  
   
    Movies & Entertainment – 5.8%
      92,700     Liberty Media Corp. Series A*     944,613  
      235,190     Time Warner, Inc.*     3,930,025  
      153,888     Viacom, Inc. Class B     4,927,494  
                 
 
                  9,802,132  
   
    Networking Telecommunications Equipment – 2.9%
      254,140     Cisco Systems, Inc.*     4,856,615  
   
    Oil & Gas – 2.4%
      39,780     Canadian Natural Resources Ltd.     1,447,197  
      20,692     Exxon Mobil Corp.     1,189,169  
      29,950     Suncor Energy, Inc.     1,417,234  
                 
 
                  4,053,600  
   
    Oil Well Services & Equipment – 1.2%
      26,660     Schlumberger Ltd.     2,024,560  
   
    Pharmacy Benefit Manager – 3.2%
      75,895     Caremark Rx, Inc.*     3,378,846  
      38,690     Medco Health Solutions, Inc.*     2,064,498  
                 
 
                  5,443,344  
   
    Publishing – 3.3%
      9,150     Gannett Co., Inc.     650,840  
      56,975     Lamar Advertising Co.*     2,436,821  
      33,370     The E.W. Scripps Co.     1,628,456  
      21,610     Valassis Communications, Inc.*     800,650  
                 
 
                  5,516,767  
   
 
The accompanying notes are an integral part of these financial statements.

5


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)
 
                     
Shares Description Value
   
Common Stocks – (continued)

    Publishing – (continued)
    Retailing – 7.6%
      89,160     Lowe’s Companies, Inc.   $ 5,190,895  
      58,360     PETCO Animal Supplies, Inc.*     1,711,115  
      14,580     Target Corp.     793,298  
      107,960     Wal-Mart Stores, Inc.     5,203,672  
                 
 
                  12,898,980  
   
    Semiconductors/Semiconductor Capital Equipment – 6.3%
      52,670     Intel Corp.     1,372,580  
      98,120     Linear Technology Corp.     3,600,023  
      173,240     QUALCOMM, Inc.     5,718,652  
                 
 
                  10,691,255  
   
    Telecommunications – 2.9%
      94,120     American Tower Corp.*     1,978,402  
      77,490     Crown Castle International Corp.*     1,574,597  
      21,580     Nextel Communications, Inc.*     697,250  
      25,790     Sprint Corp.     647,071  
                 
 
                  4,897,320  
   
    TOTAL COMMON STOCKS
    (Cost $162,629,104)   $ 168,774,153  
   
    TOTAL INVESTMENTS – 100.0%
    (Cost $162,629,104)   $ 168,774,153  
   

  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.

 
 * Non-income producing security.
 
The accompanying notes are an integral part of these financial statements.

6


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)
               
 
    Assets:

   
Investment in securities, at value (identified cost $162,629,104)
  $ 168,774,153  
   
Cash
    119,316  
   
Receivables:
       
     
Investment securities sold
    207,673  
     
Dividends
    91,440  
     
Fund shares sold
    27,344  
     
Reimbursement from adviser
    1,358  
   
Other assets
    5,293  
   
   
Total assets
    169,226,577  
   
    Liabilities:

   
Payables:
       
     
Fund shares repurchased
    198,715  
     
Amounts owed to affiliates
    110,455  
   
Accrued expenses
    97,907  
   
   
Total liabilities
    407,077  
   
    Net Assets:

   
Paid-in capital
    189,461,104  
   
Accumulated undistributed net investment income
    174,944  
   
Accumulated net realized loss on investment transactions
    (26,961,617 )
   
Net unrealized gain on investments
    6,145,069  
   
   
NET ASSETS
  $ 168,819,500  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    16,746,312  
   
Net asset value, offering and redemption price per share
  $ 10.08  
   
 
The accompanying notes are an integral part of these financial statements.

7


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Statement of Operations

For the Six Months Ended June 30, 2005 (Unaudited)
             
    Investment income:

   
Dividends(a)
  $ 932,755  
   
Interest (including securities lending income of $549)
    16,186  
   
   
Total income
    948,941  
   
    Expenses:

   
Management fees
    645,394  
   
Transfer Agent fees
    34,421  
   
Custody and accounting fees
    31,856  
   
Printing fees
    30,991  
   
Professional fees
    23,204  
   
Trustee fees
    7,140  
   
Other
    6,544  
   
   
Total expenses
    779,550  
   
   
Less — expense reductions
    (5,553 )
   
   
Net Expenses
    773,997  
   
   
NET INVESTMENT INCOME
    174,944  
   
    Realized and unrealized gain (loss) on investment transactions:

   
Net realized gain on investment transactions (including commissions recaptured of $7,738)
    3,170,196  
   
Net increase from payment by affiliates to reimburse certain security claims
    2,404  
   
Net change in unrealized loss on investments
    (9,179,645 )
   
   
Net realized and unrealized loss on investment transactions
    (6,007,045 )
   
   
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ (5,832,101 )
   

(a)  Foreign taxes withheld on dividends were $667.

 
The accompanying notes are an integral part of these financial statements.

8


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Statements of Changes in Net Assets

                     
For the For the
Six Months Ended Year Ended
June 30, 2005 (Unaudited) December 31, 2004
    From operations:

   
Net investment income
  $ 174,944     $ 1,224,380  
   
Net realized gain from investment transactions
    3,170,196       1,083,044  
   
Net increase from payment by affiliates to reimburse certain security claims
    2,404        
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
          665  
   
Net change in unrealized gain (loss) on investments
    (9,179,645 )     13,497,200  
   
   
Net increase (decrease) in net assets resulting from operations
    (5,832,101 )     15,805,289  
   
    Distributions to shareholders:

   
From net investment income
          (1,269,081 )
   
    From share transactions:

   
Proceeds from sales of shares
    7,498,198       16,794,368  
   
Reinvestment of dividends and distributions
          1,269,081  
   
Cost of shares repurchased
    (19,534,302 )     (25,605,992 )
   
   
Net decrease in net assets resulting from share transactions
    (12,036,104 )     (7,542,543 )
   
   
TOTAL INCREASE (DECREASE)
    (17,868,205 )     6,993,665  
   
    Net assets:

   
Beginning of period
    186,687,705       179,694,040  
   
   
End of period
  $ 168,819,500     $ 186,687,705  
   
   
Accumulated undistributed net investment income
  $ 174,944     $  
   
    Summary of share transactions:

   
Shares sold
    748,907       1,723,683  
   
Shares issued on reinvestment of dividends and distributions
          122,973  
   
Shares repurchased
    (1,964,988 )     (2,631,519 )
   
   
NET DECREASE
    (1,216,081 )     (784,863 )
   
 
The accompanying notes are an integral part of these financial statements.

9


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period
                                                                                                                                 
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net net value, at end net expenses income expenses income (loss) Portfolio
beginning investment unrealized investment investment realized Total end of Total of period to average to average to average to average turnover
Year of period income(a) gain (loss) operations income gain distributions period return(b) (in 000s) net assets net assets net assets net assets rate
 
    For the Six Months Ended June 30, (Unaudited)

    2005   $ 10.39     $ 0.01     $ (0.32 )   $ (0.31 )   $     $     $     $ 10.08       (2.98 )%   $ 168,820       0.90 % (c)     0.20 % (c)     0.91 %(c)     0.19 % (c)     17 %    
    For the Years ended December 31,

    2004     9.59       0.07       0.80       0.87       (0.07 )           (0.07 )     10.39       9.09       186,688       0.89       0.69       0.89       0.69       45      
    2003     7.77       0.03       1.81       1.84       (0.02 )           (0.02 )     9.59       23.74       179,694       1.02       0.38       1.43       (0.03 )     16      
    2002     10.28       0.01       (2.50 )     (2.49 )     (0.02 )           (0.02 )     7.77       (24.33 )     18,052       1.10       0.16       1.77       (0.51 )     24      
    2001     12.09       0.02       (1.78 )     (1.76 )     (0.02 )     (0.03 )     (0.05 )     10.28       (14.46 )     16,266       1.00       0.15       1.69       (0.54 )     39      
    2000     14.01       0.01       (1.16 )     (1.15 )     (0.01 )     (0.76 )     (0.77 )     12.09       (7.98 )     16,775       0.99       0.13       1.84       (0.72 )     37      
   

(a)  Calculated based on the average shares outstanding methodology.
(b)  Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c)  Annualized.

The accompanying notes are an integral part of these financial statements.

 
10


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Notes to Financial Statements

June 30, 2005 (Unaudited)

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (the “Act”) as an open-end, management investment company. The Trust includes the Goldman Sachs Capital Growth Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in securities and investment companies traded on a U.S. securities exchange or the NASDAQ system are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/ dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other that those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from paid-in-capital.

D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or pro rata basis depending upon the nature of the expense.

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the

 
11


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
 
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.
     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

G. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best price and execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates, if any, are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statement of Operations.

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as Investment Adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreements, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.75% of the average daily net assets of the Fund.
     At a meeting held on June 16, 2005, the Board of Trustees of the Trust approved a fee reduction commitment for the Fund which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAM will implement the fee reduction commitment on a voluntary basis and waive a portion of its Management Fee to achieve the following annual rates:
         
Average Daily Net Assets Annual Rate

First $1 Billion
    0.75 %

Next $1 Billion
    0.68 %

Over $2 Billion
    0.65 %

     GSAM has contractually agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agency fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.11% of the average daily net assets of the Fund. GSAM has agreed to maintain this expense limitation reduction through June 30, 2005 and on a voluntary basis thereafter. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the six months ended June 30, 2005, GSAM reimbursed approximately $5,100 to the Fund.
     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the six months ended June 30, 2005, custody fees were reduced by approximately $500.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At June 30, 2005, amounts owed to affiliates were approximately $104,900 and $5,600 for Management and Transfer Agent fees, respectively.
 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds of sales and maturities of long-term securities for the six months ended June 30, 2005, were $30,138,238 and $39,553,700 respectively. For the six months ended June 30, 2005, Goldman Sachs earned approximately $2,400 of brokerage commissions from portfolio transactions executed on behalf of the Fund.
     During the six months ended June 30, 2005, GSAM has voluntarily reimbursed the Fund approximately $2,500 for certain class action settlements in which the Fund was eligible to participate.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2005 is reported parenthetically on the Statement of Operations. For the six months ended June 30, 2005, BGA earned $97 in fees as securities lending agent. At June 30, 2005, the Fund did not have any securities on loan. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% of the total bank borrowings. This facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2005, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2004, the Fund’s capital loss carryforwards and certain timing differences on a tax basis were as follows. Expiration occurs on December 31 of the year indicated.
           
Capital loss carryforward:*
       
 
Expiring 2008
  $ (7,813,202 )
 
Expiring 2009
    (13,983,325 )
 
Expiring 2010
    (6,239,358 )
 
Expiring 2011
    (1,064,803 )

Total capital loss carryforward
  $ (29,100,688 )

Timing differences (post-October losses)
  $ (525,543 )

Utilization of these losses may be limited under the Code.

 
13


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
7. ADDITIONAL TAX INFORMATION (continued)

     At June 30, 2005, the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 163,137,090  

Gross unrealized gain
    18,722,610  
Gross unrealized loss
    (13,085,547 )

Net unrealized security gain
  $ 5,637,063  

     The difference between book-basis and tax basis unrealized gains (losses) is attributable primarily to wash sales.

8. LEGAL PROCEEDINGS

Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the Goldman Sachs Trust (the “GS Trust”). In June 2004 these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust and the GS Trust. Certain investment portfolios of the trust were named as nominal defendants in the amended complaint. The amended complaint alleges violations of the Act and the Investment Advisers Act of 1940. The consolidated and amended complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The consolidated and amended complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds; and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The consolidated and amended complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to Goldman Sachs. The consolidated and amended complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust and the GS Trust’s officers and trustees breached their fiduciary duties in connection with the foregoing. In addition, in March 2005 Jeanne and Don Masden filed a purported class action lawsuit in the United States District Court for the Southern District of New York against GSG, GSAM, Goldman Sachs, the Trustees of the Trust, the GS Trust, and certain related parties. The lawsuit amends a previously-filed complaint, and alleges breaches of fiduciary duties and duties of care owed under federal and state law resulting from a failure to ensure that equity securities held by the Goldman Sachs Funds participated in class action settlements for which they were eligible. Plaintiffs seek compensatory damages, disgorgement of the fees paid to the investment advisers and punitive damages. Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuits will have a material adverse financial impact on the Fund is remote, and the pending actions are not likely to materially affect its ability to provide investment management services to its clients, including the Goldman Sachs Funds.
 
14


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Variable Insurance Trust (the “Trust”), and review the investment performance and expenses of the investment fund covered by this Report (the “Fund”) at regularly scheduled meetings held during the Fund’s fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) for the Fund.

     The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 16, 2005 (the “Annual Contract Meeting”).
     To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition to the reviews of the Fund’s investment performance, expenses and other matters at other regularly scheduled meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on November 3, 2004, February 9, 2005 and May 11, 2005. At these Committee meetings, the Independent Trustees considered matters relating to the Management Agreement including: (a) the Fund’s management fee arrangements; (b) the Investment Adviser’s undertaking to reimburse certain expenses of the Fund that exceed a specified level; (c) the Investment Adviser’s potential economies of scale and a proposal to implement breakpoints for the fees payable by the Fund under the Management Agreement; (d) the relative expense level of the Fund; (e) the Investment Adviser’s profitability with respect to the Trust and the Fund; (f) the quality of the services provided to the Fund; (g) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; and (h) industry practices relating to such approvals.
     At the Annual Contract Meeting the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) the Fund’s investment performance; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management team; (d) the groups within the Investment Adviser that support the portfolio management team, including the legal and compliance departments, the valuation oversight group, the business planning team and the technology group; (e) the Investment Adviser’s business continuity and disaster recovery planning; (f) the Investment Adviser’s financial resources and its ability to hire and retain talented personnel; (g) the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending and other services; (h) the fees charged by the Investment Adviser to other types of clients; (i) the terms of the Management Agreement; (j) the administrative services provided under the Management Agreement, including the oversight by the Investment Adviser of the Fund’s other service providers; and (k) the Investment Adviser’s brokerage policies, trade aggregation and allocation policies and employee trading practices. At the Annual Contract Meeting, the Trustees also considered at further length the fees and expenses paid by the Fund, the Fund’s expense trends over time, and the proposed breakpoints in the contractual fee rate under the Management Agreement.
     In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended separate sessions at which the Trustees reviewed the commission rates paid by the Fund on brokerage transactions, and the Investment Adviser’s receipt of research services in connection with those transactions. Information was also provided to the Trustees relating to revenue sharing by the Investment Adviser, portfolio manager compensation and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.
     In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Fund. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Fund in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Fund invests; (c) compliance reports; and (d) expenses borne by the Fund.
     In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other non-advisory services, that are provided to the Fund by the Investment Adviser and its affiliates. These services include services as the Fund’s transfer agent, securities lending agent and distributor. In addition,
 
15


 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)
 
 GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND

affiliates of the Investment Adviser receive compensation in connection with the execution of Fund’s portfolio securities transactions. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Fund and had, in fact, committed those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address new regulatory compliance requirements applicable to the Fund and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Fund and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Fund to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. This information on the Fund’s investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies, as well as in light of periodic analyses of its risk profile. The Trustees believed that the Fund was providing competitive performance for long-term investors.
     The Board of Trustees also considered the contractual fee rate payable by the Fund under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Fund, the fees paid by the Fund and the Fund’s total operating expense ratios (before and after expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Fund’s fee rate and total operating expense ratios were prepared by a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness of the management fees paid by the Fund.
     More particularly, the Trustees reviewed analyses prepared by a third party consultant of the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees to a relevant peer group and a category universe; an expense analysis which compared the Fund’s expenses to a peer group and a category universe; and a five-year history comparing the Fund’s expenses to the category average. The analyses also compared the Fund’s transfer agency fees, custody and accounting fees and other expenses to a peer group and median. In addition, the Trustees considered the Investment Adviser’s undertaking to limit the Fund’s total expense ratio (excluding certain expenses) to a specified level. This was a contractual undertaking that expired on June 30, 2005. The Trustees considered the Investment Adviser’s undertaking to continue this expense reimbursement after that date on a voluntary basis until further notice to the Trustees.
     The Board of Trustees also considered the reduction in the contractual fee rate under the Management Agreement for the Fund that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Review Meeting the Board approved the implementation of breakpoints in the Fund’s contractual management fee rate at the following annual percentages of the average daily net assets of the Fund: 0.75% on the first $1 billion, 0.68% over $1 billion up to $2 billion and 0.65% over $2 billion. The new breakpoints were implemented initially on a voluntary basis effective July 1, 2005, and will ultimately be implemented on a contractual basis within twelve months.
     In approving these new fee breakpoints, the Trustees reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Fund and its shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Fund; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. The Trustees agreed that the fee breakpoints were a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset levels.
     The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Fund as stated above, including the fees received by them for transfer agency, securities lending, and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Fund. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Fund. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies.
     After deliberation, the Trustees concluded that the management fees paid by the Fund were reasonable in light of the services provided by the Investment Adviser, its costs and the Fund’s current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.
 
16


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST CAPITAL GROWTH FUND 

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2005

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  
 
            The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2005 through June 30, 2005.  
 
            Actual Expenses — The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.  
 
            Hypothetical Example for Comparison Purposes — The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual annualized expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  
 
            Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending 6 months
Account Value Account Value ended
1/1/05 6/30/05 6/30/05*

Actual
  $ 1,000     $ 970.20     $ 4.39  
Hypothetical 5% return
    1,000       1,020.33 +     4.51  

  *   Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2005. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized expense ratio for the period was 0.90%.  
  +   Hypothetical expenses are based on the Fund’s actual annualized expense ratios and an assumed rate of return of 5% per year before expenses.  

 
17


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request by calling 1-800-621-2550 and on the Securities and Exchange Commission Web site at http://www.sec.gov.
 
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-621-2550.
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of June 30, 2005 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: Capital Growth Fund.
 
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: August 19, 2005
 
VITCGSAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
Mid Cap Value Fund
 
Semiannual Report
June 30, 2005
 


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust — Mid Cap Value Fund during the six-month reporting period that ended June 30, 2005.

Market Review

The U.S. equity markets finished the reporting period with relatively flat returns despite reaching both highs and lows of the year. Overall, during the reporting period, the equity market, as measured by the S&P 500 Index, returned - -0.81%. Throughout the period, investor sentiment related to interest rates and commodity prices drove the market’s direction. After bottoming in April and then surging in May, the markets weakened in June as oil prices exceeded $60 a barrel. Despite low interest rates and an improved outlook for economic growth, investor confidence was shaken by continued troubles in the U.S. auto industry.

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Composition

Top 10 Portfolio Holdings as of June 30, 2005*

             
% of
Company Business Net Assets



EOG Resources, Inc.
  Energy Resources     3.5 %
PPL Corp.
  Electrical Utilities     2.7  
Lennar Corp.
  Construction     2.5  
AGL Resources, Inc.
  Gas Utilities     2.3  
Federated Department Stores, Inc.
  Retail Apparel     2.1  
iStar Financial, Inc.
  REITs     2.1  
Entergy Corp.
  Electrical Utilities     2.0  
PG&E Corp.
  Electrical Utilities     1.9  
M&T Bank Corp.
  Regional Banks     1.9  
Zions Bancorp
  Regional Banks     1.9  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

Performance Review

Over the six-month period that ended June 30, 2005, the Fund generated a cumulative total return of 6.22%. Over the same time period, the Fund’s benchmark, the Russell Midcap Value Index (with dividends reinvested) generated a cumulative total return of 5.51%.

Stock selection was strongest in the Healthcare, Financial, and Industrial sectors, while investments in Utilities, Services, and REITs generated more modest gains.

 
1


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Shareholder Letter (continued)

Top contributors to performance included Abercrombie and Fitch Co. in Consumer Cyclicals, Activision Inc. in Technology, and Williams Companies in Energy. Abercrombie & Fitch benefited from changes in its merchandising strategies earlier in the year, which we believe enabled it to compete with department store labels more effectively while increasing same store sales. We subsequently eliminated Abercrombie and Fitch from the portfolio as it reached our price target. Activision, a video game maker/marketer, increased its earnings guidance for 2005 and reported better than expected holiday sales. We believe the company remains attractively valued and is a consistent free cash flow generator. Williams Companies, the one-time troubled natural gas firm, announced further progress in its debt reduction efforts and increased its dividend for the first time in two years. The dividend increase and its magnitude, from one cent to five cents, signaled to investors the near completion of its multi-year restructuring program.

One of the Fund’s largest detractors from performance was Ditech Communications Corp. The telecom equipment supplier reported earnings that fell short of high revenue expectations due to an order disruption in Asia and weak demand in North America. The company’s management, which we consider to be conservative, also guided revenue forecasts to more achievable levels. We added to the Fund’s position in the fourth quarter of 2004, as we believe it is operating at margins well below historical peak levels and trades at a discount versus its peers.

As in the past, we thank you for your continued confidence.

Goldman Sachs Value Portfolio Management Team

July 18, 2005

Shares of the Goldman Sachs Variable Insurance Trust (“VIT”) Mid Cap Value Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

The VIT Mid Cap Value Fund invests primarily in mid-capitalization U.S. equity investments and is subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. The securities of mid-capitalization companies involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements.

 
2


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

SECTOR ALLOCATION AS OF JUNE 30, 2005

Percentage of Portfolio Investments

† The Fund is actively managed and, as such, its composition may differ over time. The percentage shown for each investment category reflects the value of investments in that category as a percentage of market value. Short-term investments include repurchase agreements and securities lending collateral.
 
 
3


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Statement of Investments

June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – 97.6%

    Biotechnology – 1.4%
      586,922     MedImmune, Inc.*   $ 15,682,556  
   
    Brokers – 1.4%
      158,013     The Bear Stearns Companies, Inc.     16,423,871  
   
    Chemicals – 3.1%
      612,386     Agrium, Inc.     12,008,889  
      117,741     Carlisle Cos., Inc.     8,080,565  
      342,440     Rohm & Haas Co.     15,868,670  
                 
 
                  35,958,124  
   
    Computer Hardware – 4.5%
      235,840     Amphenol Corp.     9,473,693  
      222,300     Avocent Corp.*     5,810,922  
      209,416     CDW Corp.     11,955,559  
      241,813     Ditech Communications Corp.*     1,569,366  
      20,992     Ingram Micro, Inc.*     328,735  
      383,690     Tech Data Corp.*     14,046,891  
      332,496     Xerox Corp.*     4,585,120  
      109,869     Zebra Technologies Corp.*     4,811,164  
                 
 
                  52,581,450  
   
    Computer Software – 1.2%
      841,240     Activision, Inc.*     13,897,285  
   
    Construction – 2.5%
      450,254     Lennar Corp.(a)     28,568,616  
   
    Consumer Durables – 2.1%
      194,486     Mohawk Industries, Inc.*     16,045,095  
      187,136     The Stanley Works     8,522,173  
                 
 
                  24,567,268  
   
    Defense/Aerospace – 2.3%
      165,825     Alliant Techsystems, Inc.*     11,707,245  
      314,985     Rockwell Collins, Inc.(a)     15,018,485  
                 
 
                  26,725,730  
   
    Diversified Energy – 2.4%
      926,776     The Williams Companies, Inc.     17,608,744  
      291,387     Western Gas Resources, Inc.     10,169,406  
                 
 
                  27,778,150  
   
    Drugs – 1.6%
      237,729     Charles River Laboratories International, Inc.*     11,470,424  
      314,584     IVAX Corp.*     6,763,556  
                 
 
                  18,233,980  
   
    Electrical Utilities – 11.0%
      142,049     Cinergy Corp.     6,366,636  
      162,152     CMS Energy Corp.*     2,442,009  
      286,361     Edison International     11,611,939  
      304,949     Entergy Corp.     23,038,897  
      275,997     FirstEnergy Corp.     13,278,216  
      585,008     PG&E Corp.     21,961,200  
      27,619     Pinnacle West Capital Corp.     1,227,665  
      161,721     PNM Resources, Inc.     4,659,182  
      532,855     PPL Corp.     31,640,930  
      40,914     Public Service Enterprise Group, Inc.     2,488,389  
      221,481     Wisconsin Energy Corp.     8,637,759  
                 
 
                  127,352,822  
   
    Energy Resources – 6.0%
      715,621     EOG Resources, Inc.(a)     40,647,273  
      194,832     Noble Energy, Inc.     14,739,041  
      514,297     Range Resources Corp.     13,834,589  
                 
 
                  69,220,903  
   
    Environmental & Other Services – 1.1%
      353,457     Republic Services, Inc.     12,727,987  
   
    Food & Beverage – 2.3%
      473,014     Archer-Daniels-Midland Co.     10,113,039  
      420,088     Smithfield Foods, Inc.*     11,455,800  
      179,827     The Pepsi Bottling Group, Inc.     5,144,850  
                 
 
                  26,713,689  
   
    Gas Utilities – 2.5%
      675,432     AGL Resources, Inc.     26,105,447  
      74,792     Energen Corp.     2,621,459  
                 
 
                  28,726,906  
   
    Health Insurance – 1.9%
      568,258     Health Net, Inc.*     21,684,725  
   
    Home Products – 2.6%
      646,863     Newell Rubbermaid, Inc.     15,421,214  
      254,890     The Clorox Co.     14,202,471  
                 
 
                  29,623,685  
   
    Hotel & Leisure – 2.6%
      586,872     Callaway Golf Co.     9,055,435  
      149,293     Harrah’s Entertainment, Inc.     10,759,547  
      447,465     Hilton Hotels Corp.     10,672,040  
                 
 
                  30,487,022  
   
    Information Services – 0.8%
      1,307,881     BearingPoint, Inc.*(a)     9,586,768  
   
    Life Insurance – 1.2%
      257,036     Torchmark Corp.(a)     13,417,279  
   
    Media – 1.3%
      349,628     Lamar Advertising Co.*     14,953,590  
   
    Medical Providers – 0.6%
      698,321     WebMD Corp.*     7,171,757  
   
    Motor Vehicle – 1.3%
      197,335     Autoliv, Inc.     8,643,273  
      184,616     Lear Corp.     6,716,330  
                 
 
                  15,359,603  
   
    Oil Refining – 0.6%
      254,173     Frontier Oil Corp.     7,459,977  
   
 
The accompanying notes are an integral part of these financial statements.

4


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 
                     
Shares Description Value
   
Common Stocks – (continued)

    Oil Services – 1.0%
      220,927     BJ Services Co.   $ 11,594,249  
   
    Paper & Packaging – 1.0%
      527,880     Packaging Corp. of America     11,111,874  
   
    Parts & Equipment – 2.5%
      374,224     American Standard Companies, Inc.     15,687,470  
      203,283     Cooper Industries, Ltd.     12,989,784  
                 
 
                  28,677,254  
   
    Property Insurance – 7.2%
      246,059     AMBAC Financial Group, Inc.     17,165,076  
      196,131     Everest Re Group, Ltd.     18,240,183  
      233,564     PartnerRe Ltd.     15,046,193  
      299,909     RenaissanceRe Holdings Ltd.     14,767,519  
      207,493     The PMI Group, Inc.(a)     8,088,077  
      307,164     Willis Group Holdings Ltd.     10,050,406  
                 
 
                  83,357,454  
   
    Publishing – 1.4%
      442,038     Dow Jones & Co., Inc.     15,670,247  
   
    Regional Banks – 6.6%
      148,111     Commerce Bancshares, Inc.     7,466,275  
      558,133     FirstMerit Corp.     14,572,852  
      326,231     KeyCorp     10,814,558  
      208,311     M&T Bank Corp.     21,905,985  
      297,264     Zions Bancorp.     21,857,822  
                 
 
                  76,617,492  
   
    REITs – 7.6%
      410,898     Apartment Investment & Management Co.     16,813,946  
      317,867     Developers Diversified Realty Corp.     14,609,167  
      125,621     Equity Residential     4,625,365  
      27,720     Healthcare Realty Trust, Inc.     1,070,269  
      592,660     iStar Financial, Inc.(a)     24,648,730  
      440,349     Plum Creek Timber Co., Inc.     15,984,669  
      283,161     Prentiss Properties Trust     10,318,387  
                 
 
                  88,070,533  
   
    Retail Apparel – 5.3%
      336,840     Federated Department Stores, Inc.     24,683,635  
      374,544     J. C. Penney Co., Inc.     19,693,524  
      288,649     Ross Stores, Inc.     8,344,843  
      263,890     The Talbots, Inc.     8,568,508  
                 
 
                  61,290,510  
   
    Semiconductors – 1.0%
      210,500     Freescale Semiconductor, Inc.*     4,422,605  
      221,462     Tessera Technologies, Inc.*     7,399,045  
                 
 
                  11,821,650  
   
    Specialty Financials – 2.4%
      301,715     American Capital Strategies Ltd.(a)     10,894,929  
      391,126     CIT Group, Inc.     16,806,684  
                 
 
                  27,701,613  
   
    Tobacco – 0.8%
      115,207     Reynolds American, Inc.(a)     9,078,312  
   
    Transports – 1.5%
      106,833     Landstar System, Inc.*     3,217,810  
      214,894     Teekay Shipping Corp.(a)     9,433,846  
      101,652     Yellow Roadway Corp.*(a)     5,163,922  
                 
 
                  17,815,578  
   
    Trust/ Processors – 1.0%
      259,888     Northern Trust Corp.     11,848,294  
   
    TOTAL COMMON STOCKS
    (Cost $971,772,507)   $ 1,129,558,803  
   
                             
Principal Interest Maturity
Amount Rate Date Value
   
Repurchase Agreement(b) – 4.0%

    Joint Repurchase Agreement Account II
    $ 46,200,000       3.41 %   07/01/2005   $ 46,200,000  
          Maturity Value  $46,204,372
    (Cost $46,200,000)        
   
    TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
    (Cost $1,017,972,507)   $ 1,175,758,803  
   
                     
Shares Description Value
   
Securities Lending Collateral – 6.8%

      78,315,675     Boston Global Investment Trust – Enhanced Portfolio   $ 78,315,675  
    (Cost $78,315,675)        
   
    TOTAL INVESTMENTS – 108.4%
    (Cost $1,096,288,182)   $ 1,254,074,478  
   

  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.

 
 * Non-income producing security.
 
 (a) All or a portion of security is on loan.
 
 (b) Joint repurchase agreement was entered into on June 30, 2005.
             
   
    Investment Abbreviations:
    REIT     Real Estate Investment Trust
   
 
The accompanying notes are an integral part of these financial statements.

5


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II — At June 30, 2005, the Fund had an undivided interest in the following Joint Repurchase Agreement Account II which equaled $46,200,000 in principal amount.

                             
Principal Interest Maturity Maturity
Repurchase Agreements Amount Rate Date Value

Banc of America Securities LLC
  $ 1,500,000,000       3.40 %   07/01/2005   $ 1,500,141,667  

Barclays Capital PLC
    700,000,000       3.40     07/01/2005     700,066,111  

Deutsche Bank Securities, Inc.
    1,000,000,000       3.40     07/01/2005     1,000,094,444  

Deutsche Bank Securities, Inc.
    300,000,000       3.45     07/01/2005     300,028,750  

Greenwich Capital Markets
    400,000,000       3.43     07/01/2005     400,038,111  

J.P. Morgan Securities, Inc.
    400,000,000       3.41     07/01/2005     400,037,889  

Morgan Stanley & Co.
    1,000,500,000       3.40     07/01/2005     1,000,594,492  

UBS Securities LLC
    250,000,000       3.40     07/01/2005     250,023,611  

Wachovia Capital Markets
    250,000,000       3.40     07/01/2005     250,023,611  

Westdeutsche Landesbank AG
    500,000,000       3.43     07/01/2005     500,047,639  

TOTAL
  $ 6,300,500,000                 $ 6,301,096,325  

  At June 30, 2005, the Joint Repurchase Agreement Account II was fully collateralized by Federal Farm Credit Bank, 2.50% to 6.70%, due 09/13/2005 to 06/15/2007; Federal Home Loan Bank, 4.37% to 5.49% due 12/22/2008 to 08/15/2011; Federal Home Loan Mortgage Association, 0.00% to 8.00%, due 07/06/2005 to 07/01/2035; Federal National Mortgage Association, 0.00% to 9.50%, due 08/24/2005 to 07/01/2035 and Government National Mortgage Association, 5.50% to 6.50%, due 04/15/2032 to 06/15/2035.  
 
The accompanying notes are an integral part of these financial statements.

6


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)
               
 
    Assets:

   
Investment in securities, at value (identified cost $1,017,972,507)
  $ 1,175,758,803  
   
Securities lending collateral, at value
    78,315,675  
   
Cash
    44,318  
   
Receivables:
       
     
Investment securities sold
    15,253,809  
     
Fund shares sold
    2,691,866  
     
Dividends and interest
    1,660,613  
     
Securities lending income
    10,642  
   
Other assets
    22,327  
   
   
Total assets
    1,273,758,053  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    78,315,675  
     
Investment securities purchased
    37,081,934  
     
Amounts owed to affiliates
    778,581  
     
Fund shares repurchased
    132,363  
   
Accrued expenses
    132,147  
   
   
Total liabilities
    116,440,700  
   
    Net Assets:

   
Paid-in capital
    903,651,266  
   
Accumulated undistributed net investment income
    5,264,063  
   
Accumulated net realized gain on investment transactions
    90,615,728  
   
Net unrealized gain on investments
    157,786,296  
   
   
NET ASSETS
  $ 1,157,317,353  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    71,326,628  
   
Net asset value, offering and redemption price per share
  $ 16.23  
   
 
The accompanying notes are an integral part of these financial statements.

7


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Statement of Operations

For the Six Months Ended June 30, 2005 (Unaudited)
             
    Investment income:

   
Dividends(a)
  $ 9,021,238  
   
Interest (including securities lending income of $27,111)
    516,406  
   
   
Total income
    9,537,644  
   
    Expenses:

   
Management fees
    4,011,517  
   
Transfer Agent fees
    200,576  
   
Custody and accounting fees
    86,940  
   
Printing fees
    54,961  
   
Professional fees
    24,688  
   
Trustee fees
    7,140  
   
Other
    13,770  
   
   
Total expenses
    4,399,592  
   
   
Less — expense reductions
    (2,023 )
   
   
Net Expenses
    4,397,569  
   
   
NET INVESTMENT INCOME
    5,140,075  
   
    Realized and unrealized gain (loss) on investment transactions:

   
Net realized gain from investment transactions (including commissions recaptured of $64,265)
    74,149,307  
   
Net increase from payment by affiliates to reimburse certain security claims
    8,377  
   
Net change in unrealized loss on investments
    (13,933,301 )
   
   
Net realized and unrealized gain on investment transactions
    60,224,383  
   
   
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ 65,364,458  
   

(a)  Foreign taxes withheld on dividends were $5,052.

 
The accompanying notes are an integral part of these financial statements.

8


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Statements of Changes in Net Assets

                     
For the For the
Six Months Ended Year Ended
June 30, 2005 (Unaudited) December 31, 2004
    From operations:

   
Net investment income
  $ 5,140,075     $ 4,663,695  
   
Net realized gain from investment transactions
    74,149,307       96,038,101  
   
Net increase from payment by affiliates to reimburse certain security claims
    8,377        
   
Net increase from payment by affiliates to reimburse certain brokerage commissions
          4,488  
   
Net change in unrealized gain (loss) on investments
    (13,933,301 )     71,810,943  
   
   
Net increase in net assets resulting from operations
    65,364,458       172,517,227  
   
    Distributions to shareholders:

   
From net investment income
          (4,829,536 )
   
From net realized gain
          (77,536,102 )
   
   
Total distributions to shareholders
          (82,365,638 )
   
    From share transactions:

   
Proceeds from sales of shares
    219,001,325       221,280,141  
   
Reinvestment of dividends and distributions
          82,365,638  
   
Cost of shares repurchased
    (44,199,732 )     (54,569,105 )
   
   
Net increase in net assets resulting from share transactions
    174,801,593       249,076,674  
   
   
TOTAL INCREASE
    240,166,051       339,228,263  
   
    Net assets:

   
Beginning of period
    917,151,302       577,923,039  
   
   
End of period
  $ 1,157,317,353     $ 917,151,302  
   
   
Accumulated undistributed net investment income
  $ 5,264,063     $ 123,988  
   
    Summary of share transactions:

   
Shares sold
    14,155,825       15,134,517  
   
Shares issued on reinvestment of dividends and distributions
          5,458,182  
   
Shares repurchased
    (2,834,458 )     (3,828,587 )
   
   
NET INCREASE
    11,321,367       16,764,112  
   
 
The accompanying notes are an integral part of these financial statements.

9


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period
                                                                                                                                 
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net net value, at end net expenses income expenses income Portfolio
beginning investment unrealized investment investment realized Total end of Total of period to average to average to average to average turnover
Year of period income(a) gain (loss) operations income gain distributions period return(b) (in 000s) net assets net assets net assets net assets rate
 
    For the Six Months Ended June 30, (Unaudited)

    2005   $ 15.28     $ 0.08     $ 0.87     $ 0.95     $     $     $     $ 16.23       6.22 %   $ 1,157,317       0.88 % (c)     1.03 % (c)     0.88 %(c)     1.03 % (c)     30 %    
    For the Years ended December 31,

    2004     13.37       0.10       3.34       3.44       (0.09 )     (1.44 )     (1.53 )     15.28       25.88       917,151       0.88       0.67       0.88       0.67       72      
    2003     10.61       0.12       2.89       3.01       (0.11 )     (0.14 )     (0.25 )     13.37       28.39       577,923       0.91       1.02       0.91       1.02       64      
    2002     11.29       0.14       (0.67 )     (0.53 )     (0.12 )     (0.03 )     (0.15 )     10.61       (4.69 )     357,537       0.91       1.20       0.91       1.20       95      
    2001     10.67       0.14       1.14       1.28       (0.11 )     (0.55 )     (0.66 )     11.29       12.05       243,521       0.93       1.27       0.94       1.26       82      
    2000     8.42       0.15       2.45       2.60       (0.08 )     (0.27 )     (0.35 )     10.67       31.07       101,657       1.04       1.60       1.22       1.42       101      
   

(a)  Calculated based on the average shares outstanding methodology.
(b)  Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the period. Total returns for the periods less than one full year are not annualized.
(c)  Annualized.

The accompanying notes are an integral part of these financial statements.

 
10


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Notes to Financial Statements

June 30, 2005 (Unaudited)

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”) as an open-end management investment company. The Trust includes the Goldman Sachs Mid Cap Value Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in securities and investment companies traded on a U.S. securities exchange or the NASDAQ system are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/ dealer-supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or are deemed to be inaccurate by the investment adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from paid-in-capital.
     In addition, distributions paid by the Fund’s investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Fund as a reduction of the cost basis of the securities held. The Code requires a REIT to distribute at least 95% of its taxable income to investors. In many cases, however, because of “non-cash” expenses such as property depreciation, REIT’s cash flow will exceed its taxable income. The REIT may distribute this excess cash to offer a more competitive yield. This portion of the distribution is deemed a return of capital and is generally not taxable to shareholders.

D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or pro rata basis depending upon the nature of the expense.

E. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued

 
11


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

F. Repurchase Agreements — Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchase them at a mutually agreed upon date and price. During the term of a repurchase agreement, the value of the underlying securities held as collateral on behalf of the Fund, including accrued interest, is required to equal or exceed the value of the repurchase agreement, including accrued interest. If the seller defaults or becomes insolvent, realization of the collateral by the Fund may be delayed or limited and there may be a decline in the value of the collateral during the period while the Fund seeks to assert its rights. The underlying securities for all repurchase agreements are held in safekeeping at the Fund’s custodian or designated subcustodians under triparty repurchase agreements.

     Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and terms and conditions contained therein, the Fund, together with other registered investment companies having management agreements with Goldman Sachs Asset Management, L.P. (“GSAM”), or its affiliates, transfers uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

G. Commission Recapture — The Fund may direct portfolio trades, subject to obtaining best price and execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates, if any, are made directly to the Fund as cash payments and are included in the net realized gain (loss) on investments in the Statement of Operations.

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Fund. Under this Agreement, GSAM manages the Fund, subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAM is entitled to a fee (“Management Fee”) computed daily and payable monthly, at an annual rate equal to 0.80% of the average daily net assets of the Fund.
     At a meeting held on June 16, 2005, the Board of Trustees of the Trust approved a fee reduction commitment for the Fund which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAM will implement the fee reduction commitment on a voluntary basis and waive a portion of its Management Fee to achieve the following annual rates:
         
Average Daily Net Assets Annual Rate

First $2 Billion
    0.80%  

Over $2 Billion
    0.72%  

     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Fund (excluding Management Fees, Transfer Agency fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.25% of the average daily net assets of the Fund. GSAM may waive or modify the expense limitation for the Fund, at its discretion, at any time. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any. For the six months ended June 30, 2005, GSAM made no reimbursements to the Fund.

     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the six months ended June 30, 2005, custody fees were reduced by approximately $2,000.
 
12


 

 
GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 
 
3. AGREEMENTS (continued)
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the Distributor of the Fund’s shares at no cost to the Fund.
     At June 30, 2005, the amounts owed to affiliates were approximately $742,000 and $37,000 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2005, were $476,018,256 and $297,866,258, respectively. For the six months ended June 30, 2005, Goldman Sachs earned approximately $21,600 of brokerage commissions from portfolio transactions, executed on behalf of the Fund.
     During the six months ended June 30, 2005, GSAM has voluntarily reimbursed the Fund approximately $8,900 for certain class action settlements in which the Fund was eligible to participate.

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2005, is reported parenthetically on the Statement of Operations. For the six months ended June 30, 2005, BGA earned $4,784 in fees as securities lending agent. At June 30, 2005, the Fund loaned securities having a market value of $77,070,664 collateralized by cash in the amount of $78,315,675. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% of the total bank borrowings. This facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2005, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2004, the Fund had certain timing differences on a tax basis of $123,988 related to the recognition of certain REIT dividends for tax purposes.
 
13


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
7. ADDITIONAL TAX INFORMATION (continued)
     At June 30, 2005, the Fund’s aggregate security unrealized gains and losses based on a cost for U.S. federal income tax purposes was as follows:
         
Tax cost
  $ 1,096,878,376  

Gross unrealized gain
    168,297,640  
Gross unrealized loss
    (11,101,538 )

Net unrealized security gain
  $ 157,196,102  

     The difference between book-basis and tax basis unrealized gains (losses) is attributable primarily to wash sales.

8. LEGAL PROCEEDINGS

Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the Goldman Sachs Trust (the “GS Trust”). In June 2004 these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust and the GS Trust. Certain investment portfolios of the trust were named as nominal defendants in the amended complaint. The amended complaint alleges violations of the Act and the Investment Advisers Act of 1940. The consolidated and amended complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The consolidated and amended complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds; and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The consolidated and amended complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to Goldman Sachs. The consolidated and amended complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust and the GS Trust’s officers and trustees breached their fiduciary duties in connection with the foregoing. In addition, in March 2005 Jeanne and Don Masden filed a purported class action lawsuit in the United States District Court for the Southern District of New York against GSG, GSAM, Goldman Sachs, the Trustees of the Trust, the GS Trust, and certain related parties. The lawsuit amends a previously-filed complaint, and alleges breaches of fiduciary duties and duties of care owed under federal and state law resulting from a failure to ensure that equity securities held by the Goldman Sachs Funds participated in class action settlements for which they were eligible. Plaintiffs seek compensatory damages, disgorgement of the fees paid to the investment advisers and punitive damages. Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuits will have a material adverse financial impact on the Fund is remote, and the pending actions are not likely to materially affect its ability to provide investment management services to its clients, including the Goldman Sachs Funds.
 
14


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Variable Insurance Trust (the “Trust”), and review the investment performance and expenses of the investment fund covered by this Report (the “Fund”) at regularly scheduled meetings held during the Fund’s fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) for the Fund.

     The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 16, 2005 (the “Annual Contract Meeting”).
     To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition to the reviews of the Fund’s investment performance, expenses and other matters at other regularly scheduled meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on November 3, 2004, February 9, 2005 and May 11, 2005. At these Committee meetings, the Independent Trustees considered matters relating to the Management Agreement including: (a) the Fund’s management fee arrangements; (b) the Investment Adviser’s undertaking to reimburse certain expenses of the Fund that exceed a specified level; (c) the Investment Adviser’s potential economies of scale and a proposal to implement a breakpoint for the fees payable by the Fund under the Management Agreement; (d) the relative expense level of the Fund; (e) the Investment Adviser’s profitability with respect to the Trust and the Fund; (f) the quality of the services provided to the Fund; (g) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; and (h) industry practices relating to such approvals.
     At the Annual Contract Meeting the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) the Fund’s investment performance; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management team; (d) the groups within the Investment Adviser that support the portfolio management team, including the legal and compliance departments, the valuation oversight group, the business planning team and the technology group; (e) the Investment Adviser’s business continuity and disaster recovery planning; (f) the Investment Adviser’s financial resources and its ability to hire and retain talented personnel; (g) the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending and other services; (h) the fees charged by the Investment Adviser to other types of clients; (i) the terms of the Management Agreement; (j) the administrative services provided under the Management Agreement, including the oversight by the Investment Adviser of the Fund’s other service providers; and (k) the Investment Adviser’s brokerage policies, trade aggregation and allocation policies and employee trading practices. At the Annual Contract Meeting, the Trustees also considered at further length the fees and expenses paid by the Fund, the Fund’s expense trends over time, and the proposed breakpoint in the contractual fee rate under the Management Agreement.
     In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended separate sessions at which the Trustees reviewed the commission rates paid by the Fund on brokerage transactions, and the Investment Adviser’s receipt of research services in connection with those transactions. Information was also provided to the Trustees relating to revenue sharing by the Investment Adviser, portfolio manager compensation and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.
     In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Fund. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Fund in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Fund invests; (c) compliance reports; and (d) expenses borne by the Fund.
     In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other non-advisory services, that are provided to the Fund by the Investment Adviser and its affiliates. These services include services as the Fund’s transfer agent, securities lending agent and distributor. In addition,
 
15


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND
 
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

affiliates of the Investment Adviser receive compensation in connection with the execution of Fund’s portfolio securities transactions. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Fund and had, in fact, committed those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address new regulatory compliance requirements applicable to the Fund and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Fund and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Fund to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. This information on the Fund’s investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies, as well as in light of periodic analyses of its risk profile. The Trustees believed that the Fund was providing competitive performance for long-term investors.
     The Board of Trustees also considered the contractual fee rate payable by the Fund under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Fund, the fees paid by the Fund and the Fund’s total operating expense ratios (before and after expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Fund’s fee rate and total operating expense ratios were prepared by a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness of the management fees paid by the Fund.
     More particularly, the Trustees reviewed analyses prepared by a third party consultant of the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees to a relevant peer group and a category universe; an expense analysis which compared the Fund’s expenses to a peer group and a category universe; and a five-year history comparing the Fund’s expenses to the category average. The analyses also compared the Fund’s transfer agency fees, custody and accounting fees and other expenses to a peer group and median. In addition, the Trustees considered the Investment Adviser’s undertaking to limit the Fund’s total expense ratio (excluding certain expenses) to a specified level.
     The Board of Trustees also considered the reduction in the contractual fee rate under the Management Agreement for the Fund that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Review Meeting the Board approved the implementation of a breakpoint in the Fund’s contractual management fee rate at the following annual percentage of the average daily net assets of the Fund: 0.80% on the first $2 billion and 0.72% over $2 billion. The new breakpoint was implemented initially on a voluntary basis effective July 1, 2005, and will ultimately be implemented on a contractual basis within twelve months.
     In approving the new fee breakpoint, the Trustees reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Fund and its shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Fund; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. The Trustees agreed that the fee breakpoint was a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset level.
     The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Fund as stated above, including the fees received by them for transfer agency, securities lending, and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Fund. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Fund. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies.
     After deliberation, the Trustees concluded that the management fees paid by Fund were reasonable in light of the services provided by the Investment Adviser, its costs and the Fund’s current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.
 
16


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST MID CAP VALUE FUND 

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2005

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  
 
            The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2005 through June 30, 2005.  
 
            Actual Expenses — The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.  
 
            Hypothetical Example for Comparison Purposes — The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual annualized expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  
 
            Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending 6 months
Account Value Account Value ended
1/1/05 6/30/05 6/30/05*

Actual
  $ 1,000     $ 1,062.20     $ 4.48  
Hypothetical 5% return
    1,000       1,020.45 +     4.39  

  *   Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2005. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized expense ratio for the period was 0.88%.  
  +   Hypothetical expenses are based on the Fund’s actual annualized expense ratios and an assumed rate of return of 5% per year before expenses.  

 
17


 

     
TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request by calling 1-800-621-2550 and on the Securities and Exchange Commission Web site at http://www.sec.gov.
 
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-621-2550.
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of June 30, 2005 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices. In recent years, the U.S. stock market has experienced substantial price volatility.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: Mid Cap Value Fund.
 
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: August 19, 2005
 
VITMIDCAPSAR    


 

Goldman
Sachs Variable Insurance Trust
GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, NEW YORK, NEW YORK 10005
International Equity Fund
 
Semiannual Report
June 30, 2005
 


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Shareholder Letter

Dear Shareholders:

This report provides an overview on the performance of the Goldman Sachs Variable Insurance Trust – International Equity Fund during the six-month reporting period that ended June 30, 2005.

Market Overview

Although most international equity markets made modest gains in local currency terms, many declined in dollar terms over the reporting period. After a three-year decline, the U.S. dollar, which seemed to have bottomed out at the end of 2004, became resurgent again. The equity markets in the Pacific Rim have generated mixed returns thus far in 2005. After a fairly strong first quarter, the Japanese market declined as it was hurt by continued deflation, its dependence on oil imports, and political tensions with China, who is now Japan’s largest trading partner. Elsewhere, western European stock returns were hurt by the weakening Euro. The recent rejection of the European Union constitution by France and the Netherlands did little to boost short-term confidence in the currency.

During the reporting period, the Energy sector generated significant returns. However, rising oil prices, which reached $60 a barrel, is one of the greatest risks facing the international equity markets. In contrast, the Telecommunication Services sector has suffered on the back of concerns over competition in traditional fixed line networks and increasing competition in the mobile industry.

Investment Objective

The Fund seeks long-term capital appreciation.

Portfolio Composition

Top 10 Portfolio Holdings as of June 30, 2005*

                 
% of Net
Company Country Business Assets




Vodafone Group PLC
  United Kingdom   Telecommunication Services     4.4 %
Total Fina Elf SA Class B
  France   Energy     3.9  
Nestle SA
  Switzerland   Food, Beverage & Tobacco     3.6  
GlaxoSmithKline PLC
  United Kingdom   Pharmaceuticals & Biotechnology     3.5  
E.ON AG
  Germany   Utilities     3.2  
LVMH Moet Hennessy Louis Vuitton SA
  France   Consumer Durables & Apparel     2.9  
Novartis AG
  Switzerland   Pharmaceuticals & Biotechnology     2.7  
Svenska Cellulosa AB (SCA) Series B
  Sweden   Materials     2.7  
Esprit Holdings Ltd.
  Hong Kong   Retailing     2.6  
Banco Bilbao Vizcaya Argentaria SA
  Spain   Banks     2.6  

* Opinions expressed in this report represent our present opinions only. Reference to individual securities should not be construed as a commitment that such securities will be retained in the Fund. From time to time, the Fund may change the individual securities it holds, the number or types of securities held and the markets in which it invests. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. References to individual securities do not constitute a recommendation to the investor to buy, hold or sell such securities. In addition, references to past performance of the Fund do not indicate future returns, which are not guaranteed and will vary. Furthermore, the value of shares of the Fund may fall as well as rise.

 
1


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 
 

Performance Review

Over the six-month period that ended June 30, 2005, the Fund generated a cumulative total return of –2.63%. Over the same time period, the Fund’s benchmark, the Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East (“EAFE”) Index (unhedged with dividends reinvested), generated a cumulative total return of –0.85%.

During the reporting period, three sectors of the market produced strong returns: Energy, Healthcare, and Utilities. We entered the reporting period with a significant underweight in Energy and, although we closed that underweight quite meaningfully, it was not enough for the portfolio to keep up with the market. Similarly, the Fund was hurt by an underweight in Utilities, as they performed well due to falling bond yields and investors’ search for yield. The Fund also experienced poor performance in the Healthcare sector, as we did not participate in the rebound that occurred after a difficult period in 2004.

On the stock specific level, Royal Dutch Petroleum, based in the Netherlands and the majority shareholder in the Royal Dutch/ Shell Group (the world’s third largest integrated oil company), hurt performance as the Fund did not own this company. Its shares performed well as supply and demand factors drove commodity prices higher. Elsewhere, Credit Agricole, a French retail bank and life insurer, hurt performance. The company announced disappointing fourth quarter 2004 results at the start of this year. Following the company’s merger with Credit Lyonnais, its expenses in the corporate and investment banking division were higher than the market expected as a result of the acceleration of the merger process within this division. Bonuses paid to retain employees and fees spent on recruitment to replace employees that have left also increased costs. We remain confident in Credit Agricole’s management and maintain the Fund’s overweight position.

On the positive side, Hong Kong clothing manufacturer Esprit contributed to performance. The company released outstanding results in February for the first half of its financial year, driven by rising sales of apparel and accessories in Europe and Asia. However, the company gave back some of its gain in May as it felt the impact of the weak Euro. Esprit derives a substantial part of its revenues from Euroland. Another Fund holding that enhanced results was Deutsche Boerse, the provider of stock exchange services in Germany. During the reporting period, it withdrew its offer for the London Stock Exchange (LSE) and announced the return of cash to shareholders. Boerse investors had previously been worried that the company might overpay for its proposed acquisition.

We thank you for your investment and look forward to serving your investment needs in the future.

Goldman Sachs International Equity Portfolio Management Team

July 18, 2005

Shares of the Goldman Sachs Variable Insurance Trust (“VIT”) International Equity Fund are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Fund are not offered directly to the general public. The variable annuity contracts and variable life insurance policies are described in the separate prospectuses issued by participating insurance companies. You should refer to those prospectuses for information about surrender charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the variable annuity

 
2


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Shareholder Letter (continued)

contracts or variable life insurance policies. Such fees or charges, if any, may affect the return you may realize with respect to your investments. Ask your representative for more complete information. Please consider a fund’s objectives, risks and charges and expenses, and read the prospectus carefully before investing. The prospectus contains this and other information about the Fund.

The VIT International Equity Fund invests in equity investments in companies that are organized outside the United States or whose securities are principally traded outside the United States and is subject to market risk so that the value of the securities in which it invests may go up or down in response to the prospects of individual companies, particular industry sectors and/or general economic conditions. Foreign and emerging market securities may be more volatile than investments in U.S. securities and will be subject to the risks of currency fluctuations and sudden economic or political developments. At times, the Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all.

 
3


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Statement of Investments

June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – 100.3%

    Australia – 1.4%
      324,543     Alumina Ltd. (Materials)   $ 1,370,232  
   
    France – 18.6%
      37,865     Cap Gemini SA* (Software & Services)     1,198,080  
      91,003     Credit Agricole SA(a) (Banks)     2,299,201  
      37,063     LVMH Moet Hennessy Louis Vuitton SA (Consumer Durables & Apparel)     2,853,332  
      63,424     PagesJaunes SA(a) (Media)     1,481,457  
      41,605     PSA Peugeot Citroen* (Automobiles & Components)     2,453,514  
      28,929     Schneider Electric SA(a) (Capital Goods)     2,175,404  
      16,343     Total Fina Elf SA Class B(a) (Energy)     3,824,192  
      21,930     Vinci SA(a) (Capital Goods)     1,822,462  
                 
 
                  18,107,642  
   
    Germany – 6.3%
      34,565     E.ON AG* (Utilities)     3,068,440  
      61,998     Premiere AG* (Media)     2,145,768  
      15,439     Schering AG (Pharmaceuticals & Biotechnology)     948,590  
                 
 
                  6,162,798  
   
    Hong Kong – 7.4%
      270,320     Dah Sing Banking Group Ltd. (Banks)     501,409  
      137,313     Dah Sing Financial Group (Banks)     916,994  
      352,000     Esprit Holdings Ltd. (Retailing)     2,538,278  
      562,000     Techtronic Industries Co. Ltd. (Consumer Durables & Apparel)     1,412,836  
      274,000     Wing Hang Bank Ltd. (Banks)     1,776,417  
                 
 
                  7,145,934  
   
    Hungary – 1.1%
      15,400     OTP Bank Rt. GDR (Banks)     1,036,420  
   
    Italy – 2.0%
      429,158     Banca Intesa SpA* (Banks)     1,959,175  
   
    Japan – 11.3%
      55,300     Credit Saison Co. Ltd. (Diversified Financials)     1,830,362  
      125     Millea Holdings, Inc. (Insurance)     1,676,395  
      199,000     Mitsui Fudosan Co. Ltd. (Real Estate)     2,219,327  
      347     NTT Urban Development Corp. (Real Estate)     1,417,144  
      4,600     OBIC Co. Ltd. (Software & Services)     778,782  
      77,000     RICOH Co. Ltd. (Technology Hardware & Equipment)     1,198,788  
      49,700     Shin-Etsu Chemical Co. Ltd. (Materials)     1,880,458  
                 
 
                  11,001,256  
   
    Netherlands – 3.0%
      49,762     ING Groep NV* (Diversified Financials)     1,398,671  
      54,662     VNU NV* (Media)     1,521,493  
                 
 
                  2,920,164  
   
    Norway – 1.8%
      219,446     Telenor ASA (Telecommunication Services)     1,745,027  
   
    Russia – 3.0%
      43,600     LUKOIL ADR (Energy)     1,604,916  
      38,300     Mobile Telesystems ADR (Telecommunication Services)     1,288,795  
                 
 
                  2,893,711  
   
    South Korea – 4.3%
      24,734     Hyundai Motor Co. GDR(a)(b) (Automobiles & Components)     695,026  
      46,054     Hyundai Motor Co. Ltd. GDR(b) (Automobiles & Components)     1,303,328  
                     
      5,000     Samsung Electronics Co. Ltd. GDR(b) (Semiconductors & Semiconductor Equipment)     1,196,250  
      5,900     Samsung Electronics Co. Ltd. GDR(b) (Semiconductors & Semiconductor Equipment)     961,700  
                 
 
                  4,156,304  
   
    Spain – 2.6%
      164,415     Banco Bilbao Vizcaya Argentaria SA (Banks)     2,526,198  
   
    Sweden – 7.1%
      403,898     Skandia Forsakrings AB (Insurance)     2,216,987  
      81,268     Svenska Cellulosa AB (SCA) Series B (Materials)     2,600,792  
      655,445     Telefonaktiebolaget LM Ericsson (Technology Hardware & Equipment)     2,091,194  
                 
 
                  6,908,973  
   
    Switzerland – 8.1%
      44,054     Credit Suisse Group* (Diversified Financials)     1,726,812  
      13,835     Nestle SA (Food Beverage & Tobacco)     3,534,327  
      55,169     Novartis AG (Pharmaceuticals & Biotechnology)     2,619,239  
                 
 
                  7,880,378  
   
    Taiwan – 1.7%
      164,063     Hon Hai Precision Industry Co. Ltd. GDR (Technology Hardware & Equipment)     1,698,052  
   
 
The accompanying notes are an integral part of these financial statements.

4


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Statement of Investments (continued)
June 30, 2005 (Unaudited)
                     
Shares Description Value
   
Common Stocks – (continued)

    Taiwan – (continued)
    United Kingdom – 20.6%
      113,600     BP PLC (Energy)   $ 1,181,406  
      33,548     Carnival PLC (Consumer Services)     1,902,148  
      139,837     GlaxoSmithKline PLC (Pharmaceuticals & Biotechnology)     3,378,957  
      225,906     Prudential PLC (Insurance)     2,001,818  
      226,821     Rolls-Royce Group PLC* (Capital Goods)     1,163,687  
      41,960     Royal Bank of Scotland Group PLC (Banks)     1,263,369  
      140,580     Shire Pharmaceuticals Group PLC (Pharmaceuticals & Biotechnology)     1,535,050  
      1,776,789     Vodafone Group PLC (Telecommunication Services)     4,319,840  
      361,099     W.M. Supermarkets PLC (Food & Staples Retailing)     1,199,225  
      205,736     WPP Group PLC (Media)     2,107,330  
                 
 
                  20,052,830  
   
    TOTAL COMMON STOCKS
    (Cost $86,784,662)   $ 97,565,094  
   
                             
Principal Interest Maturity
Amount Rate Date Value
   
Short-Term Obligation – 2.4%

    State Street Bank & Trust Euro – Time Deposit
    $ 2,286,000       3.19 %   07/01/2005   $ 2,286,000  
    (Cost $2,286,000)        
   
    TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
    (Cost $89,070,662)   $ 99,851,094  
   
                     
Shares Description Value
   
Securities Lending Collateral – 5.9%

      5,760,283     Boston Global Investment Trust – Enhanced Portfolio   $ 5,760,283  
    (Cost $5,760,283)        
   
    TOTAL INVESTMENTS – 108.6%
    (Cost $94,830,945)   $ 105,611,377  
   
             
As a % of
Net Assets
   
Investments Industry Classifications(c)

    Automobiles & Components     4.6 %
    Banks     12.6  
    Capital Goods     5.3  
    Consumer Durables & Apparel     4.4  
    Consumer Services     2.0  
    Diversified Financials     5.1  
    Energy     6.8  
    Food & Staples Retailing     1.2  
    Food Beverage & Tobacco     3.6  
    Insurance     6.1  
    Materials     6.0  
    Media     7.5  
    Pharmaceuticals & Biotechnology     8.7  
    Real Estate     3.7  
    Retailing     2.6  
    Semiconductors & Semiconductor Equipment     2.2  
    Short Term Investments(d)     8.3  
    Software & Services     2.0  
    Technology Hardware & Equipment     5.1  
    Telecommunication Services     7.6  
    Utilities     3.2  
   
    TOTAL INVESTMENTS     108.6 %
   

  The percentage shown for each investment category reflects the value of investments in that category as a percentage of net assets.

 
 * Non-income producing security.
 
 (a) All or portion of security is on loan.
 
 (b) Securities are exempt from registration under Rule 144A of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the Investment Adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $4,156,304, which represents approximately 4.3% of net assets as of June 30, 2005.
 
 (c) Industry concentrations greater than one-tenth of one percent are disclosed.
 
 (d) Short-term investments include securities lending collateral.
             
   
    Investment Abbreviations:
    ADR     American Depositary Receipt
    GDR     Global Depositary Receipt
   
 
The accompanying notes are an integral part of these financial statements.

5


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

ADDITIONAL INVESTMENT INFORMATION

FORWARD FOREIGN CURRENCY CONTRACTS — At June 30, 2005, the Fund had outstanding forward foreign currency exchange contracts, both to purchase and sell foreign currencies as follows:

                                         
Unrealized
Open Forward Foreign Currency Expiration Value on Current
Purchase Contracts Date Settlement Date Value Gain Loss

Australian Dollar
    08/18/2005     $ 3,831,763     $ 3,752,331     $     $ 79,432  
      09/21/2005       1,283,015       1,284,613       1,598        
      09/21/2005       1,232,000       1,220,981             11,019  
British Pounds
    07/20/2005       4,996,909       4,881,752             115,157  
      09/21/2005       1,224,000       1,202,054             21,946  
Canadian Dollar
    09/21/2005       1,226,000       1,255,414       29,414        
Danish Krone
    09/22/2005       741,531       741,800       269        
Euro
    07/29/2005       1,832,842       1,834,632       1,790        
      09/21/2005       607,000       608,890       1,890        
      09/21/2005       1,225,000       1,214,431             10,569  
Japanese Yen
    07/27/2005       10,232,187       10,072,326             159,861  
      09/21/2005       615,000       599,280             15,720  
New Zealand Dollar
    08/10/2005       248,139       241,864             6,275  
Norwegian Krone
    09/21/2005       3,064,118       3,010,374             53,744  
Singapore Dollar
    08/22/2005       882,503       877,036             5,467  
Swedish Krona
    09/21/2005       1,133,832       1,057,693             76,139  
Swiss Franc
    09/21/2005       615,000       598,639             16,361  

TOTAL OPEN FORWARD FOREIGN CURRENCY PURCHASE CONTRACTS
          $ 34,990,839     $ 34,454,110     $ 34,961     $ 571,690  

                                         
Unrealized
Open Forward Foreign Currency Expiration Value on Current
Sale Contracts Date Settlement Date Value Gain Loss

Australian Dollar
    09/21/2005     $ 618,000     $ 608,168     $ 9,832     $  
      09/21/2005       615,000       626,624             11,624  
British Pounds
    07/20/2005       793,605       782,489       11,116        
      09/21/2005       1,235,825       1,219,324       16,501        
Canadian Dollar
    09/21/2005       2,533,365       2,607,672             74,307  
Euro
    07/29/2005       235,578       236,144             566  
      09/21/2005       3,111,343       3,020,752       90,591        
      09/21/2005       618,000       619,035             1,035  
Hong Kong Dollar
    09/15/2005       5,437,129       5,442,535             5,406  
Hungarian Forint
    09/14/2005       873,672       879,674             6,002  
Japanese Yen
    09/21/2005       1,398,534       1,362,358       36,176        
Norwegian Krone
    08/26/2005       989,375       971,143       18,232        
      09/21/2005       618,000       624,579             6,579  
Swedish Krona
    09/21/2005       1,839,000       1,759,938       79,062        
      09/26/2005       1,958,774       1,906,376       52,398          
Swiss Franc
    07/15/2005       1,321,553       1,241,981       79,572        
      09/21/2005       2,399,405       2,315,500       83,905        

TOTAL OPEN FORWARD FOREIGN CURRENCY SALE CONTRACTS
          $ 26,596,158     $ 26,224,292     $ 477,385     $ 105,519  

 
The accompanying notes are an integral part of these financial statements.

6


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Statement of Assets and Liabilities

June 30, 2005 (Unaudited)
               
 
    Assets:

   
Investment in securities, at value (identified cost $89,070,662)
  $ 99,851,094  
   
Securities lending collateral, at value
    5,760,283  
   
Cash
    364  
   
Foreign currencies, at value (identified cost $61,291)
    60,768  
   
Receivables:
       
     
Forward foreign currency exchange contracts, at value
    512,346  
     
Dividends and interest, at value
    248,370  
     
Securities lending income
    9,604  
     
Reimbursement from adviser
    7,644  
     
Fund shares sold
    7,504  
   
Other assets
    2,086  
   
   
Total assets
    106,460,063  
   
    Liabilities:

   
Payables:
       
     
Payable upon return of securities loaned
    5,760,283  
     
Investment securities purchased, at value
    2,604,307  
     
Forward foreign currency exchange contracts, at value
    677,209  
     
Amounts owed to affiliates
    83,760  
     
Fund shares repurchased
    60,878  
   
Accrued expenses
    40,986  
   
   
Total liabilities
    9,227,423  
   
    Net Assets:

   
Paid-in capital
    135,525,580  
   
Accumulated undistributed net investment income
    1,299,755  
   
Accumulated net realized loss on investment, futures and foreign currency related transactions
    (50,210,635 )
   
Net unrealized gain on investments and translation of assets and liabilities denominated in foreign currencies
    10,617,940  
   
   
NET ASSETS
  $ 97,232,640  
   
   
Total shares of beneficial interest outstanding, par value $0.001 (unlimited shares authorized)
    9,397,288  
   
Net asset value, offering and redemption price per share
  $ 10.35  
   
 
The accompanying notes are an integral part of these financial statements.

7


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Statement of Operations

For the Six Months Ended June 30, 2005 (Unaudited)
               
    Investment income:

   
Dividends(a)
  $ 1,396,278  
   
Interest (including securities lending income of $82,236)
    96,887  
   
   
Total income
    1,493,165  
   
    Expenses:

   
Management fees
    509,974  
   
Custody and accounting fees
    52,024  
   
Printing fees
    26,935  
   
Professional fees
    24,094  
   
Transfer Agent fees
    20,399  
   
Trustee fees
    7,140  
   
Other
    7,345  
   
   
Total expenses
    647,911  
   
   
Less — expense reductions
    (34,475 )
   
   
Net Expenses
    613,436  
   
   
NET INVESTMENT INCOME
    879,729  
   
    Realized and unrealized gain (loss) on investment, futures and foreign currency related transactions:

   
Net realized gain (loss) from:
       
     
Investment transactions
    6,251,528  
     
Futures transactions
    (1,726 )
     
Foreign currency related transactions
    (675,087 )
   
Net change in unrealized loss on:
       
     
Investments
    (8,955,431 )
     
Translation of assets and liabilities denominated in foreign currencies
    (97,648 )
   
   
Net realized and unrealized loss on investment, futures and foreign currency related transactions
    (3,478,364 )
   
   
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
  $ (2,598,635 )
   

(a)  Foreign taxes withheld on dividends were $196,926.

 
The accompanying notes are an integral part of these financial statements.

8


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Statements of Changes in Net Assets

                     
For the For the
Six Months Ended Year Ended
June 30, 2005 (Unaudited) December 31, 2004
    From operations:

   
Net investment income
  $ 879,729     $ 763,630  
   
Net realized gain on investment, futures and foreign currency related transactions
    5,574,715       6,084,785  
   
Net change in unrealized gain (loss) on investments and translation of assets and liabilities denominated in foreign currencies
    (9,053,079 )     5,896,272  
   
   
Net increase (decrease) in net assets resulting from operations
    (2,598,635 )     12,744,687  
   
    Distributions to shareholders:

   
From net investment income
          (1,154,644 )
   
    From share transactions:

   
Proceeds from sales of shares
    3,261,035       5,062,404  
   
Reinvestment of dividends and distributions
          1,154,644  
   
Cost of shares repurchased
    (12,053,792 )     (15,975,317 )
   
   
Net decrease in net assets resulting from share transactions
    (8,792,757 )     (9,758,269 )
   
   
TOTAL INCREASE (DECREASE)
    (11,391,392 )     1,831,774  
   
    Net assets:

   
Beginning of period
  $ 108,624,032     $ 106,792,258  
   
   
End of period
  $ 97,232,640     $ 108,624,032  
   
   
Accumulated undistributed net investment income
  $ 1,299,755     $ 420,026  
   
    Summary of share transactions:

   
Shares sold
    307,373       520,639  
   
Shares issued on reinvestment of dividends and distributions
          111,462  
   
Shares repurchased
    (1,134,239 )     (1,676,423 )
   
   
NET DECREASE
    (826,866 )     (1,044,322 )
   
 
The accompanying notes are an integral part of these financial statements.

9


 

GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Period
                                                                                                                                         
Income (loss) from Ratios assuming no
investment operations Distributions to shareholders expense reductions



Net Ratio of Ratio of Ratio of
Net asset realized From From Net asset Net assets Ratio of net investment total net investment
value, Net and Total from From net tax net value, at end net expenses income expenses income (loss) Portfolio
beginning investment unrealized investment investment return of realized Total end of Total of period to average to average to average to average turnover
Year of period income(a) gain (loss) operations income capital gain distributions period return(b) (in 000s) net assets net assets net assets net assets rate
 
    For the Six Months Ended June 30, (Unaudited)

    2005   $ 10.62     $ 0.09     $ (0.36 )   $ (0.27 )   $     $     $     $     $ 10.35       (2.63 )%   $ 97,233       1.20 % (c)     1.73 % (c)     1.27 % (c)     1.66 % (c)     26 %    
    For the Years ended December 31,

    2004     9.48       0.07       1.18       1.25       (0.11 )                 (0.11 )     10.62       13.48       108,624       1.20       0.75       1.35       0.60       63      
    2003     7.25       0.04       2.53       2.57       (0.34 )                 (0.34 )     9.48       35.49       106,792       1.37       0.49       2.60       (0.74 )     49      
    2002     8.99       0.03       (1.68 )     (1.65 )     (0.09 )                 (0.09 )     7.25       (18.34 )     13,214       1.46       0.32       2.96       (1.18 )     86      
    2001     11.78       0.05       (2.68 )     (2.63 )     (0.09 )     (0.04 )     (0.03 )     (0.16 )     8.99       (22.26 )     17,773       1.35       0.47       2.05       (0.23 )     76      
    2000     14.47       0.05       (1.99 )     (1.94 )                 (0.75 )     (0.75 )     11.78       (13.19 )     29,261       1.34       0.37       1.99       (0.28 )     70      
   

(a)  Calculated based on the average shares outstanding methodology.
(b)  Assumes investment at the net asset value at the beginning of the period, reinvestment of all distributions and a complete redemption of the investment at the net asset value at the end of the period. Total returns for periods less than one full year are not annualized.
(c)  Annualized.

The accompanying notes are an integral part of these financial statements.

 
10


 

 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND

Notes to Financial Statements

June 30, 2005 (Unaudited)

1. ORGANIZATION

Goldman Sachs Variable Insurance Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Act”) as an open-end management investment company. The Trust includes the Goldman Sachs International Equity Fund (the “Fund”). The Fund is a diversified portfolio under the Act.
     Shares of the Trust may be purchased and held by separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Shares of the Trust are not offered directly to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts. Actual results could differ from those estimates.

A. Investment Valuation — Investments in securities traded on a foreign securities exchange are valued daily at fair value determined by an independent service (if available) under valuation procedures approved by the Board of Trustees consistent with applicable regulatory guidance. The independent service takes into account multiple factors including, but not limited to, movements in the U.S. securities markets, certain depositary receipts, futures contracts and foreign currency exchange rates.

     Investments in securities and investment companies traded on a U.S. securities exchange or the NASDAQ system or for investments in securities traded on a foreign securities exchange for which an independent service is not available are valued daily at their last sale price or official closing price on the principal exchange or system on which they are traded. If no sale occurs, securities are valued at the last bid price. Debt securities are valued at prices supplied by independent pricing services, broker/ dealer supplied valuations or matrix pricing systems. Unlisted equity securities for which market quotations are available are valued at the last sale price on valuation date, or if no sale occurs, at the last bid price. Investments in investment companies (other than those that are exchange traded) are valued at the net asset value per share on valuation date. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. Securities for which quotations are not readily available or deemed to be inaccurate by the Investment Adviser are valued at fair value using methods approved by the Trust’s Board of Trustees.
     Investing in foreign markets may involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, delayed settlements, and their prices may be more volatile than those of comparable securities in the United States.

B. Security Transactions and Investment Income — Security transactions are reflected as of the trade date. Realized gains and losses on sales of portfolio securities are calculated using the identified-cost basis. Dividend income is recorded on the ex-dividend date, net of foreign withholding taxes, if any, which are reduced by any amounts reclaimable by the Fund, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted. In addition, it is the Fund’s policy to accrue for estimated capital gains taxes on foreign securities held by the Fund which are subject to such taxes.

C. Federal Taxes — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute each year substantially all of its investment company taxable income and capital gains to its shareholders. Accordingly, no federal tax provisions are required. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions, if any, are declared and paid annually.

 
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GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

     The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules. Therefore, the source of the Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gain, or from paid-in-capital.

D. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund on a straight-line or pro rata basis depending upon the nature of the expense.

E. Foreign Currency Translations — The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in foreign currencies are translated into U.S. dollars on the following basis: (i) investment valuations, foreign currency and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates; and (ii) purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions.

     Net realized and unrealized gain (loss) on foreign currency transactions will represent: (i) foreign exchange gains and losses from the sale and holdings of foreign currencies; (ii) currency gains and losses between trade date and settlement date on investment securities transactions and forward exchange contracts; and (iii) gains and losses from the difference between amounts of dividends, interest and foreign withholding taxes recorded and the amounts actually received. The effect of changes in foreign currency exchange rates on securities and derivative instruments are not segregated in the Statement of Operations from the effects of changes in market prices of those securities and derivative instruments, but are included with the net realized and unrealized gain or loss on securities and derivative instruments. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities as a result of changes in foreign exchange rates are included as increases and decreases in unrealized appreciation/depreciation on foreign currency related transactions.

F. Segregation Transactions — As set forth in the prospectus, the Fund may enter into certain derivative transactions to seek to increase total return. Forward foreign currency exchange contracts, futures contracts, written options, when-issued securities and forward commitments represent examples of such transactions. As a result of entering into these transactions, the Fund is required to segregate liquid assets on the accounting records equal to or greater than the market value of the corresponding transactions.

G. Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross-hedge against either specific transactions or portfolio positions. The Fund may also purchase and sell forward contracts to seek to increase total return. All commitments are “marked-to-market” daily at the applicable translation rates and any resulting unrealized gains or losses are recorded in the Fund’s financial statements. The Fund records realized gains or losses at the time a forward contract is offset by entry into a closing transaction or extinguished by delivery of the currency. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

     The contractual amounts of forward foreign currency exchange contracts do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. At June 30, 2005, the Fund had segregated sufficient cash and/or securities to cover any commitments under these contracts.

H. Futures Contracts — The Fund may enter into futures transactions to hedge against changes in interest rates, securities prices, currency exchange rates or to seek to increase total return. Futures contracts are valued at the last settlement price at the end of each day on the board of trade or exchange upon which they are traded. Upon entering into a futures contract, the Fund is required to deposit with a broker, or the Fund’s custodian bank on behalf of the broker an amount of cash or securities equal to the minimum “initial margin” requirement of the associated futures exchange. Subsequent payments for futures contracts (“variation margin”) are paid or received by the Fund, dependent on the daily fluctuations in the value of

 
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 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

the contracts, and are recorded for financial reporting purposes as unrealized gains or losses. When contracts are closed, the Fund realizes a gain or loss which is reported in the Statement of Operations.
     The use of futures contracts involve, to varying degrees, elements of market and counterparty risk which may exceed the amounts recognized in the Statement of Assets and Liabilities. Changes in the value of the futures contract may not directly correlate with changes in the value of the underlying securities. This risk may decrease the effectiveness of the Fund’s strategies and potentially result in a loss.

3. AGREEMENTS

Pursuant to the Investment Management Agreement (the “Agreement”), Goldman Sachs Asset Management International (“GSAMI”), an affiliate of the Investment Management Division of Goldman, Sachs & Co. (“Goldman Sachs”), serves as the investment adviser to the Fund. Under this Agreement, GSAMI manages the Fund subject to the general supervision of the Trust’s Board of Trustees.
     As compensation for the services rendered pursuant to the Agreement, the assumption of the expenses related thereto and administering the Fund’s business affairs, including providing facilities, GSAMI is entitled to a fee (“Management Fee”) computed daily and payable monthly, equal to an annual percentage rate of 1.00% of the Fund’s average daily net assets.
     At a meeting held on June 16, 2005, the Board of Trustees of the Trust approved a fee reduction commitment for the Fund which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAMI will implement the fee reduction commitment on a voluntary basis and waive a portion of its Management Fee to achieve the following annual rates:
         
Average Daily Net Assets Annual Rate

First $1 Billion
    1.00 %

Next $1 Billion
    0.90 %

Over $2 Billion
    0.86 %

     GSAMI has contractually agreed to limit certain “Other Expenses” of the Fund (excluding Management fees, Transfer Agency fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.16% of the average daily net assets of the Fund. GSAMI has agreed to maintain this expense limitation reduction through June 30, 2005 and on a voluntary basis thereafter. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Fund is not obligated to reimburse GSAMI for prior fiscal year expense reimbursements, if any. For the six months ended June 30, 2005, GSAMI reimbursed approximately $34,400 to the Fund.
     In addition, the Fund has entered into certain offset arrangements with the custodian resulting in a reduction in the Fund’s expenses. For the six months ended June 30, 2005, custody fees were reduced by approximately $100.
     Goldman Sachs also serves as the transfer agent of the Fund for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate of 0.04% of the average daily net assets of the Fund. Goldman Sachs serves as the distributor of the Fund’s shares at no cost to the Fund.
     At June 30, 2005, the amounts owed to affiliates were approximately $80,600 and $3,200 for Management and Transfer Agent fees, respectively.

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the six months ended June 30, 2005, were $26,859,371 and $34,085,074, respectively. For the six months ended June 30, 2005, Goldman Sachs earned approximately $1,800 of brokerage commissions from portfolio transactions executed on behalf of the Fund.
 
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GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the Securities and Exchange Commission (“SEC”) and the terms and conditions contained therein, the Fund may lend its securities through a securities lending agent, Boston Global Advisers (“BGA”) — a wholly owned subsidiary of Goldman Sachs, to certain qualified borrowers including Goldman Sachs. In accordance with the Fund’s securities lending procedures, the loans are collateralized at all times with cash and/or securities with a market value at least equal to the securities on loan. As with other extensions of credit, the Fund bears the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.
     Both the Fund and BGA receive compensation relating to the lending of the Fund’s securities. The amount earned by the Fund for the six months ended June 30, 2005, is reported parenthetically on the Statement of Operations. A portion of this amount, $1,424, represents compensation earned by the Fund from lending its securities to Goldman Sachs. For the six months ended June 30, 2005, BGA earned $14,511 in fees as securities lending agent. At June 30, 2005, the Fund loaned securities having a market value of $5,545,742 collateralized by cash in the amount of $5,760,283. The Fund invests the cash collateral received in connection with securities lending transactions in the Enhanced Portfolio of Boston Global Investment Trust, a Delaware statutory trust. The Enhanced Portfolio is exempt from registration under Section 3(c)(7) of the Act and is managed by GSAM, for which GSAM receives an investment advisory fee of up to 0.10% of the average daily net assets of the Enhanced Portfolio. The Enhanced Portfolio invests in high quality money market instruments. The Fund bears the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

6. LINE OF CREDIT FACILITY

The Fund participates in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Fund must own securities having a market value in excess of 300% of the total bank borrowings. This facility is to be used solely for temporary or emergency purposes. The interest rate on borrowings is based on the federal funds rate. This committed facility also requires a fee to be paid by the Fund based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2005, the Fund did not have any borrowings under this facility.

7. ADDITIONAL TAX INFORMATION

As of the Fund’s most recent fiscal year end, December 31, 2004, the Fund’s capital loss carryforwards and certain timing differences on a tax basis were as follows. Expiration of capital loss carryforward occurs on December 31 of the year indicated.
           
Capital loss carryforward:*
       
 
Expiring 2008
  $ (17,055,611 )
 
Expiring 2009
    (27,159,909 )
 
Expiring 2010
    (8,409,296 )
 
Expiring 2011
    (609,034 )

Total capital loss carryforward
  $ (53,233,850 )

Timing differences (post October losses)
  $ (914,343 )

Utilization of these losses may be limited under the Code.

 
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 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
Notes to Financial Statements (continued)
June 30, 2005 (Unaudited)
 
7. ADDITIONAL TAX INFORMATION (continued)

At June 30, 2005 the Fund’s aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes was as follows:

         
Tax cost
  $ 96,468,102  

Gross unrealized gain
    12,569,364  
Gross unrealized loss
    (3,426,089 )

Net unrealized security gain
  $ 9,143,275  

     The difference between book-basis and tax-basis unrealized gains (losses) is attributable primarily to wash sales and certain forward currency contracts.

8. LEGAL PROCEEDINGS

Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), Goldman Sachs Asset Management L.P. (“GSAM”) and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the Goldman Sachs Trust (the “GS Trust”). In June 2004 these lawsuits were consolidated into one action and in November 2004 a consolidated and amended complaint was filed against GSG, GSAM, GSAMI, Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust and the GS Trust. Certain investment portfolios of the trust were named as nominal defendants in the amended complaint. The amended compliant alleges violations of the Act and the Investment Advisers Act of 1940. The consolidated and amended complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The consolidated and amended complaint alleges, among other things, that between April 2, 1999 and January 9, 2004 (the “Class Period”), GSAM and other defendants made improper and excessive brokerage commission and other payments to brokers that sold shares of the Goldman Sachs Funds; and omitted statements of fact in registration statements and reports filed pursuant to the Act which were necessary to prevent such registration statements and reports from being materially false and misleading. The consolidated and amended complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to Goldman Sachs. The consolidated and amended complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust and the GS Trust’s officers and trustees breached their fiduciary duties in connection with the foregoing. In addition, in March 2005 Jeanne and Don Masden filed a purported class action lawsuit in the United States District Court for the Southern District of New York against GSG, GSAM, Goldman Sachs, the Trustees of the Trust, the GS Trust, and certain related parties. The lawsuit amends a previously-filed complaint, and alleges breaches of fiduciary duties and duties of care owed under federal and state law resulting from a failure to ensure that equity securities held by the Goldman Sachs Funds participated in class action settlements for which they were eligible. Plaintiffs seek compensatory damages, disgorgement of the fees paid to the investment advisers and punitive damages. Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class and derivative action lawsuits will have a material adverse financial impact on the Fund is remote, and the pending actions are not likely to materially affect its ability to provide investment management services to its clients, including the Goldman Sachs Funds.
 
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GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Variable Insurance Trust (the “Trust”), and review the investment performance and expenses of the investment fund covered by this Report (the “Fund”) at regularly scheduled meetings held during the Fund’s fiscal year. In addition, the Trustees determine annually whether to approve and continue the Trust’s investment management agreement (the “Management Agreement”) with Goldman Sachs Asset Management International (the “Investment Adviser”) for the Fund.

     The Management Agreement was most recently approved by the Trustees, including all of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party thereto (the “Independent Trustees”), on June 16, 2005 (the “Annual Contract Meeting”).
     To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition to the reviews of the Fund’s investment performance, expenses and other matters at other regularly scheduled meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on November 3, 2004, February 9, 2005 and May 11, 2005. At these Committee meetings, the Independent Trustees considered matters relating to the Management Agreement including: (a) the Fund’s management fee arrangements; (b) the Investment Adviser’s undertaking to reimburse certain expenses of the Fund that exceed a specified level; (c) the Investment Adviser’s potential economies of scale and a proposal to implement breakpoints for the fees payable by the Fund under the Management Agreement; (d) the relative expense level of the Fund; (e) the Investment Adviser’s profitability with respect to the Trust and the Fund; (f) the quality of the services provided to the Fund; (g) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; and (h) industry practices relating to such approvals.
     At the Annual Contract Meeting the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) the Fund’s investment performance; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management team; (d) the groups within the Investment Adviser that support the portfolio management team, including the legal and compliance departments, the valuation oversight group, the business planning team and the technology group; (e) the Investment Adviser’s business continuity and disaster recovery planning; (f) the Investment Adviser’s financial resources and its ability to hire and retain talented personnel; (g) the fees received by the Investment Adviser’s affiliates from the Fund for transfer agency, securities lending and other services; (h) the fees charged by the Investment Adviser to other types of clients; (i) the terms of the Management Agreement; (j) the administrative services provided under the Management Agreement, including the oversight by the Investment Adviser of the Fund’s other service providers; and (k) the Investment Adviser’s brokerage policies, trade aggregation and allocation policies and employee trading practices. At the Annual Contract Meeting, the Trustees also considered at further length the fees and expenses paid by the Fund, the Fund’s expense trends over time, and the proposed breakpoints in the contractual fee rate under the Management Agreement.
     In connection with the Committee meetings and the Annual Contract Meeting, the Trustees received written materials and oral presentations on the topics covered, and were advised by their independent legal counsel regarding their responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended separate sessions at which the Trustees reviewed the commission rates paid by the Fund on brokerage transactions, and the Investment Adviser’s receipt of research services in connection with those transactions. Information was also provided to the Trustees relating to revenue sharing by the Investment Adviser, portfolio manager compensation and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.
     In evaluating the Management Agreement at the Annual Contract Meeting, the Trustees relied upon their knowledge, resulting from their meetings and other interactions throughout the year, of the Investment Adviser, its services and the Fund. At those meetings the Trustees received materials relating to the Investment Adviser’s investment management and other services under the Management Agreement, including: (a) information on the investment performance of the Fund in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Fund invests; (c) compliance reports; and (d) expenses borne by the Fund.
     In connection with their approval of the Management Agreement, the Trustees gave weight to various factors, but did not identify any particular factor as controlling their decision. As part of their review, the Trustees considered the nature, extent and quality of the services provided by the Investment Adviser. In this regard, the Trustees considered both the investment advisory services, and the other non-advisory services, that are provided to the Fund by the Investment Adviser and its affiliates. These services include services as the Fund’s transfer agent, securities lending agent and distributor. In addition, affiliates of the Investment Adviser receive compensation in connection with the execution of Fund’s portfolio securities
 
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 GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND
 
 
Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

transactions. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Fund and had, in fact, committed those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address new regulatory compliance requirements applicable to the Fund and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Fund and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Fund to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Fund’s investment performance relative to its performance benchmark. This information on the Fund’s investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Fund over time, and reviewed the investment performance of the Fund in light of its investment objective and policies, as well as in light of periodic analyses of its risk profile. The Trustees believed that the Fund was providing competitive performance for long-term investors. In this connection the Trustees noted the steps that had been taken to restructure the portfolio management team for the Fund, including the hiring of a new chief investment officer and the implementation of structural changes in the portfolio management process.
     The Board of Trustees also considered the contractual fee rate payable by the Fund under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Fund, the fees paid by the Fund and the Fund’s total operating expense ratios (before and after expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Fund’s fee rate and total operating expense ratios were prepared by a third-party consultant. These comparisons assisted the Trustees in evaluating the reasonableness of the management fees paid by the Fund.
     More particularly, the Trustees reviewed analyses prepared by a third party consultant of the expense rankings of the Fund. The analyses provided a comparison of the Fund’s management fees to a relevant peer group and a category universe; an expense analysis which compared the Fund’s expenses to a peer group and a category universe; and a five-year history comparing the Fund’s expenses to the category average. The analyses also compared the Fund’s transfer agency fees, custody and accounting fees and other expenses to a peer group and median. In addition, the Trustees considered the Investment Adviser’s undertaking to limit the Fund’s total expense ratio (excluding certain expenses) to a specified level. This was a contractual undertaking that expired on June 30, 2005. The Trustees considered the Investment Adviser’s undertaking to continue this expense reimbursement after that date on a voluntary basis until further notice to the Trustees.
     The Board of Trustees also considered the reduction in the contractual fee rate under the Management Agreement for the Fund that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Review Meeting the Board approved the implementation of breakpoints in the Fund’s contractual management fee rate at the following annual percentages of the average daily net assets of the Fund: 1.00% on the first $1 billion, 0.90% over $1 billion up to $2 billion and 0.86% over $2 billion. The new breakpoints were implemented initially on a voluntary basis effective July 1, 2005, and will ultimately be implemented on a contractual basis within twelve months.
     In approving these new fee breakpoints, the Trustees reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Fund and its shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Fund; the information provided by the Investment Adviser relating to the costs of the services provided by the Investment Adviser and its affiliates and the profits realized by them; and information comparing fee rates charged by the Investment Adviser with fee rates charged by other, unaffiliated investment managers to other mutual funds. The Trustees agreed that the fee breakpoints were a way to ensure that benefits of scalability would be passed along to shareholders at the specified asset levels.
     The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Fund as stated above, including the fees received by them for transfer agency, securities lending, and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Fund. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Fund. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules and expense allocation methodologies.
     After deliberation, the Trustees concluded that the management fees paid by Fund were reasonable in light of the services provided by the Investment Adviser, its costs and the Fund’s current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.
 
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GOLDMAN SACHS VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY FUND 

Fund Expenses (Unaudited) — Six Month Period Ended June 30, 2005

            As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.  
 
            The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2005 through June 30, 2005.  
 
            Actual Expenses — The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid” to estimate the expenses you paid on your account for this period.  
 
            Hypothetical Example for Comparison Purposes — The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual annualized expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.  
 
            Please note that the expenses shown in the table are meant to highlight your ongoing costs only. As a shareholder of the Fund, you do not incur any transaction costs, such as sales charges (loads), redemption fees, or exchange fees, but shareholders of other funds may incur such costs. The second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds whose shareholders may incur transaction costs.  

                         

Expenses Paid
for the
Beginning Ending 6 months
Account Value Account Value ended
1/1/05 6/30/05 6/30/05*

Actual
  $ 1,000.00     $ 973.70     $ 5.89  
Hypothetical 5% return
    1,000.00       1,018.83 +     6.02  

  *   Expenses are calculated using the Fund’s annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the six months ended June 30, 2005. Expenses are calculated by multiplying the annualized expense ratio by the average account value for such period; then multiplying the result by the number of days in the most recent fiscal half year; and then dividing that result by the number of days in the fiscal year. The annualized expense ratio for the period was 1.20%.  
 
  +   Hypothetical expenses are based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses.  

 
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TRUSTEES
  OFFICERS
Ashok N. Bakhru, Chairman
  Kaysie P. Uniacke, President
John P. Coblentz, Jr.
  James A. Fitzpatrick, Vice President
Patrick T. Harker
  James A. McNamara, Vice President
Mary Patterson McPherson
  John M. Perlowski, Treasurer
Alan A. Shuch
  Howard B. Surloff, Secretary
Wilma J. Smelcer
   
Richard P. Strubel
   
Kaysie P. Uniacke
   
 
GOLDMAN, SACHS & CO.
Distributor and Transfer Agent
   
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
Investment Adviser
 
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
133 Peterborough Court
London, England EC4A 2BB
 
Visit our internet address: www.gs.com/funds to obtain the most recent month-end returns.
 
The reports concerning the Fund included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Fund in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Fund, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Fund. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.
 
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge, upon request by calling 1-800-621-2550 and on the Securities and Exchange Commission Web site at http://www.sec.gov.
 
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“the Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Form N-Q may be obtained upon request and without charge by calling 1-800-621-2550.
 
This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus for the Fund. Please consider the Fund’s objectives, risks and charges and expenses, and read the Prospectus carefully before investing.
 
Holdings are as of June 30, 2005 and are subject to change in the future. Fund holdings of stocks or bonds should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities.
 
The Fund is subject to the risk of rising and falling stock prices.
 
Emerging markets securities are volatile. They are subject to substantial currency fluctuations and sudden economic and political developments. At times, the Goldman Sachs Variable Insurance Trust International Equity Fund may be unable to sell certain of its portfolio securities without a substantial drop in price, if at all.
 
Concentration of the Fund’s assets in one or a few countries (or a particular geographic area) and currencies will subject the fund to greater risks than if the fund’s assets were not geographically concentrated.
 
    Toll Free (in U.S.): 800-292-4726
 
This report is prepared for the general information of contract owners and is not an offer of shares of the Goldman
Sachs Variable Insurance Trust: International Equity Fund.
 
© Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: August 19, 2005
 
VITINTLSAR    


 

     
ITEM 2.   CODE OF ETHICS. — Not applicable to the Semi-Annual Report for the period ended June 30, 2005
     
ITEM 3.   AUDIT COMMITTEE FINANCIAL EXPERT. — Not applicable to the Semi-Annual Report for the period ended June 30, 2005
     
ITEM 4.   PRINCIPAL ACCOUNTANT FEES AND SERVICES. — Not applicable to the Semi-Annual Report for the period ended June 30, 2005
     
ITEM 5.   AUDIT COMMITTEE OF LISTED REGISTRANTS.
     
    Not applicable.
     
ITEM 6.   SCHEDULE OF INVESTMENTS.
     
    Schedule of Investments is included as part of the Report to Shareholders filed under Item 1.
     
ITEM 7.   DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
     
    Not applicable.
     
ITEM 8.   PORTFOLIO MANAGERS OF CLOSED END MANAGEMENT INVESTMENT COMPANIES.
     
    Not applicable.
     
ITEM 9.   PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
     
    Not applicable.
     
ITEM 10.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
     
     
ITEM 11.   CONTROLS AND PROCEDURES.
     

  (a)   The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended.
     
  (b)   There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.
     

     
ITEM 12.   EXHIBITS.

  (a)(1)   Goldman Sachs Variable Insurance Trust’s Code of Ethics for Principal Executive and Senior Financial Officers is incorporated by reference to Exhibit 11(a)(1) of the registrant’s Form N-CSR filed on March 8, 2004 (Accession Number 0000950123-04-0002976).
 
  (a)(2)   Exhibit 99.CERT Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
     
  (b)   Exhibit 99.906CERT Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.


 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
Goldman Sachs Variable Insurance Trust
   
 
   
 
   
/s/ Kaysie Uniacke
   

   
By: Kaysie Uniacke
   
Chief Executive Officer of
   
Goldman Sachs Variable Insurance Trust
   
 
   
Date: August 19, 2005
   
 
   
 
   
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
   
 
   
/s/ Kaysie Uniacke
   
By: Kaysie Uniacke
   
Chief Executive Officer of
   
Goldman Sachs Variable Insurance Trust
   
 
   
Date: August 19, 2005
   
 
   
 
   
/s/ John M. Perlowski
   
By: John M. Perlowski
   
Chief Financial Officer of
   
Goldman Sachs Variable Insurance Trust
   
 
   
Date: August 19, 2005
   

EX-99.CERT 2 e10666exv99wcert.htm EX-99.CERT: CERTIFICATION EX-99.CERT
 

CERTIFICATIONS
(Section 302)

     I, Kaysie Uniacke, certify that:

     1. I have reviewed this report on Form N-CSR of Goldman Sachs Variable Insurance Trust;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

     a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

     d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

     a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

     b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 19, 2005

     
    /s/ Kaysie Uniacke
   
    Kaysie Uniacke
President/Principal Executive Officer

 


 

CERTIFICATIONS
(Section 302)

     I, John M. Perlowski, certify that:

     1. I have reviewed this report on Form N-CSR of Goldman Sachs Variable Insurance Trust;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

     a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

     d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

     a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

     b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 19, 2005

     
    /s/ John M. Perlowski
   
    John M. Perlowski
Treasurer/Principal Financial Officer

  EX-99.906CERT 3 e10666exv99w906cert.htm EX-99.906CERT: CERTIFICATIONS EX-99.906CERT

 

EX-99.906CERT

Certification Under Section 906
of the Sarbanes-Oxley Act of 2002

Kaysie P. Uniacke, President/Principal Executive Officer, and John M. Perlowski, Treasurer/Principal Financial Officer of Goldman Sachs Variable Insurance Trust (the “Registrant”), each certify to the best of his or her knowledge that:

1.   The Registrant’s periodic report on Form N-CSR for the period ended June 30, 2005 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

         
President/Principal Executive Officer   Treasurer/Principal Financial Officer    
         
Goldman Sachs Trust   Goldman Sachs Trust    
         
/s/ Kaysie P. Uniacke   /s/ John M. Perlowski    

 
   
Kaysie P. Uniacke   John M. Perlowski    
         
Date:  August 19, 2005   Date:  August 19, 2005    

This certification is being furnished to the Securities and Exchange Commission pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.

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