EX-99.77E

Sub-Item 77E: Legal Proceedings.

On April 2, 2004, Lois Burke, a plaintiff identifying herself as a shareholder
 of the Goldman Sachs Internet Tollkeeper Fund, filed a purported class and
 derivative action lawsuit 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"), the Trustees and Officers of the Goldman
 Sachs Trust (the "Trust"), and John Doe Defendants. In addition, the Trust's
 Goldman Sachs Balanced Fund, Goldman Sachs Concentrated Growth Fund, Goldman
 Sachs Small Cap Value Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs
 Growth Opportunities Fund, Goldman Sachs Strategic Growth Fund, Goldman Sachs
 Capital Growth Fund, Goldman Sachs Research Select Fund, Goldman Sachs Large
 Cap Value Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Structured
 Small Cap Equity Fund (formerly, Goldman Sachs CORE Small Cap Equity Fund),
 Goldman Sachs Structured Large Cap Growth Fund (formerly, Goldman Sachs CORE
 Large Cap Growth Fund), Goldman Sachs Structured Large Cap Value Fund
 (formerly, Goldman Sachs CORE Large Cap Value Fund), Goldman Sachs Structured
 U.S. Equity Fund (formerly, Goldman Sachs CORE U.S. Equity Fund), Goldman Sachs
 Asia Equity Fund (formerly, Goldman Sachs Asia Growth Fund), Goldman Sachs
 Emerging Markets Equity Fund, Goldman Sachs International Small Cap Fund
 (formerly, Goldman Sachs International Growth Opportunities Fund), Goldman
 Sachs Japanese Equity Fund, Goldman Sachs European Equity Fund, Goldman Sachs
 International Equity Fund, Goldman Sachs Structured International Equity Fund
 (formerly, Goldman Sachs CORE International Equity Fund), Goldman Sachs
 Balanced Strategy Portfolio, Goldman Sachs Growth and Income Strategy
 Portfolio, Goldman Sachs Growth Strategy Portfolio, Goldman Sachs Equity Growth
 Strategy Portfolio (formerly, Goldman Sachs Aggressive Growth Strategy
 Portfolio), Goldman Sachs High Yield Fund, Goldman Sachs High Yield Municipal
 Fund, Goldman Sachs Global Income Fund, Goldman Sachs Core Fi
xed Income Fund, Goldman Sachs Municipal Income Fund, Goldman Sachs Government
Income Fund, Goldman Sachs Short Duration Tax-Free Fund, Goldman Sachs Short
Duration Government Fund, Goldman Sachs Ultra-Short Duration Government Fund,
Goldman Sachs Enhanced Income Fund, Goldman Sachs Internet Tollkeeper Fund,
Goldman Sachs Structured Tax-Managed Equity Fund (formerly, Goldman Sachs CORE
Tax-Managed Equity Fund), Goldman Sachs Real Estate Securities Fund, Goldman
Sachs ILA Prime Obligations Portfolio, Goldman Sachs ILA Tax-Exempt Diversified
Portfolio (collectively, the "Trust Funds") were named as nominal defendants.

On April 19 and May 6, 2004, two additional class and derivative action lawsuits
containing substantially similar allegations and requests for redress were filed
by plaintiffs Marianne Gooris, Henry C. Gross, Joseph P. Porkorny and Diana D.
Porkorny and Maurice and Arlene Rosenthal in the United States District Court
for the Southern District of New York against defendants GSC, GSAM, the Trustees
and Officers of the Trust and John Doe Defendants. The Trust Funds were also
named as nominal defendants.

On June 29, 2004, the three complaints were consolidated into one action, In re
Goldman Sachs Mutual Funds Fee Litigation. On November 17, 2004, the plaintiffs
filed a consolidated amended complaint against GSG, GSAM, Goldman Sachs Asset
Management International ("GSAMI"), Goldman, Sachs & Co., the Trust, Goldman
Sachs Variable Insurance Trust ("GSVIT"), the Trustees and Officers of the Trust
and GSVIT and John Doe Defendants (collectively, the Defendants") in the United
States District Court for the Southern District of New York. The Trust Funds and
the corresponding investment portfolios of GSVIT were also named as nominal
defendants in the amended complaint (collectively, the "Goldman Sachs Funds").
Plaintiffs filed a second amended consolidated complaint on April 15, 2005.

The second amended consolidated complaint, which is brought on behalf of all
persons or entities who held shares in the Goldman Sachs Funds between April 2,
1999 and January 9, 2004, inclusive (the "Class Period"), asserts claims
involving (i) violations of the Investment Company Act of 1940 (the "Investment
Company Act") and the Investment Advisers Act of 1940, (ii) common law breaches
of fiduciary duty and (iii) unjust enrichment. The complaint alleges, among
other things, that during the Class Period, the 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 Investment Company Act which were
necessary to prevent such registration statements and reports from being
materially false and misleading. In addition, the complaint alleges that the
Goldman Sachs Funds paid excessive and improper investment advisory fees to GSAM
and GSAMI. The c omplaint further alleges that GSAM and GSAMI used Rule 12b-1
fees for improper purposes and made improper use of soft dollars. The complaint
further alleges that the Trust's Officers and Trustees breached their fiduciary
duties by, among other things, permitting the payments to be made in connection
with the foregoing. The plaintiffs in the cases are seeking compensatory
damages; rescission of GSAM's and GSAMI's investment advisory agreement and
return of fees paid; an accounting of all Goldman Sachs Funds-related fees,
commissions and soft dollar payments; restitution of all unlawfully or
discriminatorily obtained fees and charges; and reasonable costs and expenses,
including counsel fees and expert fees. On January 13, 2006, the U.S. District
Court for the Southern District of New York dismissed all claims against the
Defendants. On February 22, 2006, the plaintiffs appealed this decision. By
agreement, plaintiffs subsequently withdrew their appeal without prejudice, but
have reserved the right to reac tivate their appeal pending decision by the
circuit court of appeals in similar litigation.

Based on currently available information, GSAM and GSAMI believe that the
likelihood that the pending purported class and derivate action lawsuit will
have a material adverse financial impact on the Goldman Sachs Funds is remote,
and the pending action is not likely to materially affect their ability to
provide investment management services to its clients, including the Goldman
Sachs Funds.

EX-99.77I

Sub-Item 77I:  Terms of new or amended securities.

The Prospectuses and Statement of Additional Information relating to Goldman
Sachs Trust's Core Plus Fixed Income Fund as filed with the Securities and
Exchange Commission on October 16, 2006 pursuant to Rule 497 under the
Securities Act of 1933 (Accession Nos. 0000950123-06-012623) is incorporated
herein by reference.

The Prospectus and Statement of Additional Information relating to Goldman Sachs
Trust's Class C Shares of the Emerging Markets Debt Fund as filed with the
Securities and Exchange Commission on October 5, 2006 pursuant to Rule 497 under
the Securities Act of 1933 (Accession Nos. 0000950123-06-012327) is incorporated
herein by reference.

The Prospectuses filed on June 20, 2006 (Accession Nos. 0000950123-06-007878)
and Statement of Additional Information filed June 23, 2006 (Accession Nos.
0000950123-06-008052) with the Securities and Exchange Commission relating to
the Goldman Sachs Trust's Structured US Equity Flex and Structured International
Equity Flex Funds pursuant to Rule 497 under the Securities Act of 1933 are
incorporated herein by reference.

EX-99.77M

Sub-Item 77M:  Mergers

The following funds of Goldman Sachs Trust ("GST") acquired the assets and
liabilities of the seven portfolios offered by the First Funds ("FF") as follows
(the "Reorganization"):

GST Funds
Corresponding FF Portfolio

Structured U.S. Equity Fund
Structured Small Cap Equity Fund
Core Fixed Income Fund
Tennessee Municipal Fund
Financial Square Money Market Fund
Financial Square Government Fund
Financial Square Tax-Free Money Market Fund
Core Equity Portfolio
Capital Appreciation Portfolio
Intermediate Bond Portfolio
Tennessee Tax-Free Portfolio
Cash Reserve Portfolio
U.S. Government Money Market Portfolio
Municipal Money Market Portfolio

With regard to the circumstances and the details of the Reorganization, GST
incorporates herein by reference the definitive Combined Proxy
Statement/Prospectus dated April 12, 2006 and Statement of Additional
Information dated April 12, 2006, each as filed electronically with the
Securities and Exchange Commission ("SEC") on April 11, 2006, (Accession No.
0000950123-06-004525) (the "Proxy Soliciting Materials").

The following information is provided in response to questions not addressed in
the Proxy Soliciting Materials:

(a) The Reorganization with respect to the FF Core Equity Portfolio, Capital
Appreciation Portfolio, Intermediate Bond Portfolio, Tennessee Tax-Free
Portfolio, Cash Reserve Portfolio, U.S. Government Money Market Portfolio and
the Municipal Money Market Portfolio closed on June 5, 2006.

(b) An Agreement and Plan of Reorganization was approved by each foregoing FF
Portfolio at a Special Meeting of Shareholders of FF held on June 2, 2006. FF's
Board of Trustees approved the Agreement and Plan of Reorganization and fund
transactions at a meeting held on December 12, 2005 and approved amendments to
the agreement on April 7, 2006. GST's Board of Trustees approved the Agreement
and Plan of Reorganization and fund transactions at a meeting held on December
14, 2005 and approved amendments to the agreement on April 7, 2006.

(c) It is GST's understanding that FF will file with the SEC an Application
pursuant to Section 8(f) of the Investment Company Act of 1940 and Rule 8f-1
thereunder, for an Order declaring that it has ceased to be an investment
company. Upon receipt of the Order, it is expected that FF will terminate its
existence under state law.

EX-99.77O

Sub-Item 77O: Transactions effected pursuant to Rule 10f-3.

Two transactions pursuant to Rule 10f-3 effected during the period with respect
to the Municipal Income Fund (Alliance Airport Authority, Inc., 5-1-06; Puerto
Rico Infrastructure Financing Authority, 9-19-06) must be reported.

Two transactions pursuant to Rule 10f-3 effected during the period with respect
to the High Yield Municipal Fund (Alliance Airport Authority, Inc., 5-1-06;
Puerto Rico Infrastructure Financing Authority, 9-19-06) must be reported.

A transaction pursuant to Rule 10f-3 effected during the period with respect to
the High Yield Fund (Intelsat Bermuda Ltd, 6-19-06) must be reported.

A transaction pursuant to Rule 10f-3 effected during the period with respect to
the Tennessee Municipal Income Fund (Puerto Rico Infrastructure Financing
Authority, 9-19-06) must be reported.

A transaction pursuant to Rule 10f-3 effected during the period with respect to
the New York Intermediate AMT-Free Municipal Fund (Dormitory Authority of the
State of New York, 9-14-06) must be reported.

All transactions pursuant to Rule 10f-3 effected during the period (May 1, 2006
through October 31, 2006) with respect to the fixed income and structured equity
flex funds must be reported. Our reports only report through the quarter ending
September 30, 2006. We have not been provided with any compliance reports for
the Structured U.S. Equity Flex and Structured International Equity Flex Funds
so we cannot provide any information regarding 10f-3 transactions. You should
review transaction reports to see if transactions should be reported.

EX-99.77Q1

Sub-Item 77Q1(a): Copies of any material amendments to the registrant's charter
 or by-laws

Amendment No. 37 dated August 10, 2006 to the Agreement and
Declaration of Trust dated January 28, 1997 is hereby incorporated by reference
to Exhibit 99.A.38 of Post Effective Amendment No. 143 to the registrant's
registration statement to Form N-1A filed with the Securities and Exchange
Commission on December 21, 2006 (Accession No. 0000950123-06-015465).

EX-99.77B

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
Goldman Sachs Trust

In planning and performing our audits of the financial statements of Goldman
Sachs Short Duration Tax-Free Fund, Goldman Sachs California Intermediate
AMT-Free Municipal Fund, Goldman Sachs New York Intermediate AMT-Free Municipal
Fund, and Goldman Sachs Tennessee Municipal Fund (four of the funds comprising
the Goldman Sachs Trust, collectively hereafter referred to as the "Funds") as
of and for the year ended October 31, 2006, in accordance with the standards of
the Public Company Accounting Oversight Board (United States), we considered
their internal control over financial reporting, including control activities
for safeguarding securities, as a basis for designing our auditing procedures
for the purpose of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Funds' internal control over
financial reporting. Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A company's internal control
over financial reporting is a process designed 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. Such internal control includes policies and procedures
that provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a company's assets that could
have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize, record, process
or report external financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial statements that is
more than inconsequential will not be prevented or detected. A material weakness
is a significant deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected.

Our consideration of the Funds' internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
significant deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States). However, we noted
no deficiencies in the Funds' internal control over financial reporting and its
operation, including controls for safeguarding securities, that we consider to
be a material weakness as defined above as of October 31, 2006.

This report is intended solely for the information and use of management and
 the Board of Trustees of the Funds, and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than these
specified parties.
ERNST & YOUNG LLP

New York, New York
January 16, 2007