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 811-5349

Goldman Sachs Trust

(Exact name of registrant as specified in charter)

71 South Wacker Drive, Suite 500, Chicago, Illinois 60606-6303

(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: August 31

Date of reporting period: August 31, 2005

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

Goldman Sachs VALUE EQUITY FUNDS Annual Report August 31, 2005 Long-term capital appreciation potential through portfolios of quality businesses that are believed to be undervalued. GOLDMAN ASACHS ASSET MANAGEMENT

Goldman Sachs Value Equity Funds GOLDMAN SACHS LARGE CAP VALUE FUND GOLDMAN SACHS GROWTH AND INCOME FUND GOLDMAN SACHS MID CAP VALUE FUND GOLDMAN SACHS SMALL CAP VALUE FUND The Large Cap Value 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. The 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. The 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. The Small Cap Value Fund invests primarily in 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.

NOT FDIC-INSURED May Lose Value No Bank Guarantee

GOLDMAN SACHS VALUE EQUITY FUNDS What Differentiates Goldman Sachs’ Value Equity Investment Process? Goldman Sachs’ Value Equity Team believes that all successful investing should thoughtfully weigh two important attributes of a stock: price and prospects. Through independent fundamental research, the Team seeks to identify and invest in quality businesses that are selling at compelling valuations. EMPHASIZE FIRSTHAND FUNDAMENTAL RESEARCH ¦ GOLDMAN SACHS’ VALUE EQUITY INVESTMENT PROCESS ¦ At the heart of our value investment philosophy is a belief in the rigorous analysis of business fundamentals. Our approach includes: Meetings with management teams and on-site company visits Industry-specific, proprietary financial and valuation models Assessment of management quality Analysis of each company’s competitive position and industry dynamics Interviews with competitors, suppliers and customers ¦ EMPHASIZE FIRSTHAND FUNDAMENTAL RESEARCH ¦ ²PRICE: BUY BUSINESSES THAT REPRESENT COMPELLING VALUE We seek to invest in companies: When market uncertainty exists When their economic value is not recognized by the market PROSPECTS: BUY COMPANIES WITH QUALITY ¦ BUY BUSINESSES THAT REPRESENT COMPELLING VALUE ¦ We buy companies with quality characteristics. For us,this means companies that have: Sustainable operating earnings or cashflow,or competitive advantage Excellent stewardship of capital Capability to earn above their cost of capital Strong or improving balance sheets and cash flow BUY COMPANIES WITH QUALITY CHARACTERISTICS Value portfolios that offer: Capital appreciation potential as each company’s true value is recognized in the marketplace Investment style consistency

PORTFOLIO RESULTS Large Cap Value Fund Dear Shareholder: This report provides an overview on the performance of the Goldman Sachs Large Cap Value Fund during the one-year reporting period that ended August 31, 2005. Performance Review Over the one-year period that ended August 31,2005, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns, without sales charges, of 15.16%, 14.35%, 14.28%, 15.61% and 15.08%, respectively. These returns compare to the 16.86% cumulative total return of the Fund’s benchmark, the Russell 1000 Value Index (with dividends reinvested), over the same time period. The returns in the past year represent a marked change from previous years. In 2003, overwhelming investor optimism sparked by the economic recovery fueled robust gains in the market. During the second half of 2004 and the beginning of 2005, investors more critically assessed the abilities of companies to turn opportunity into profit. While the Fund generated positive results during the fiscal year, it lagged the strong gains of its benchmark. Fund holdings in the Insurance, Industrials and Financials sectors detracted from results, while holdings in Energy, Health Care and Technology performed well. From a stock-specific perspective, weakness in several of the Fund’s largest holdings, such as Tyco International Ltd. and J.P. Morgan Chase & Co., hurt performance. After posting strong gains in 2004, Tyco lowered its outlook for 2005 due to rising commodity prices and a challenging operating environment. In Financials, shares of J. P. Morgan declined after the firm reported weak operating results attributed to a difficult quarter in its capital markets division. In Energy, the Fund’s holdings continued to outperform their peers as commodity prices drove historical returns even higher in the sector. We remain invested in what we believe to be disciplined and attractively valued companies in the sector. In Health Care, we successfully avoided the weakness experienced throughout the sector during the reporting period. We look for companies, such as Amgen, Inc., with sustainable cash flow and robust business models that have limited exposure to disruptive threats. Portfolio Composition We have constructed a portfolio that we believe is fully diversified across different industries, with stocks we think should outperform their peers over a full market cycle. Throughout the reporting period, we continued to focus on quality value stocks that we believe are attractively valued and that have the potential to perform well in a variety of market environments. Specifically, we seek companies led by good management teams that generate strong free cash flows and return on invested capital.

PORTFOLIO RESULTS Sector Allocation (Percentage of Portfolio) as of August 31,2005 18.8% 25% 20% 15% 10% 2.8% 5% 0% 23.6% Basic Materials consumer cyclicals consumer staples energy financials health care industrials insurance reits services short-term investments technology transportation utilities The percentage shown for each investment sector reflects the value of investments in that sector as a percentage of market value. Short-term investments include repurchase agreements and securities lending collateral. Portfolio Highlights The following selection of stocks represents a sample of positive contributors to performance over the last twelve months. EOG Resources Inc. and The Williams Companies, Inc.— EOG Resources and Williams Companies were Energy holdings that enhanced results during the fiscal year. We have had a positive view toward Energy stocks in the past six months, particularly those with strong reserve positions, low finding and development cost structures, and good capital allocation disciplines. Activision Inc. — In Technology, video game publisher Activision posted strong returns on expected profits from next- generation software for the Xbox 360, due for release later this fall or in early 2006. The company continues to be our favorite investment in the sector and has been a long-term top performer for the Fund.

PORTFOLIO RESULTS Amgen, Inc. — Within the Health Care sector, Amgen contributed to performance as the company benefited from reporting better-than-expected earnings in the second quarter of 2005. The drug manufacturer has benefited from improved margins and fast-tracked Food and Drug Administration (FDA) approval of a cancer drug. We thank you for your investment and look forward to your continued confidence. Goldman Sachs Large Cap Value Investment Team New York, September 22, 2005

FUND BASICS Large Cap Value Fund as of August 31, 2005 Assets Under Management PERFORMANCE REVIEW September 1, 2004-August 31,2005 Class A Class B Class C Institutional Service $904.7 Million Number of Holdings NASDAQ SYMBOLS Class A Shares Fund Total Return            Russell 1000 (based on NAV)¹ Value Index² —— — 15.16% 16.86% 14.35 16.86 14.28 16.86 15.61 16.86 15.08 16.86 ¹The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges. ²The unmanaged Russell 1000 Value Index is a market capitalization weighted index of the 1,000 largest U.S. companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction of fees, expenses or taxes. It is not possible to invest directly in an unmanaged index. STANDARDIZED TOTAL RETURNS³ One Year For the period ended 6/30/05 Five Years Since Inception Inception Date Class B Shares

Class A Class B Class C Institutional Service

4.88% 5.74% 4.58% 12/15/99 5.11 5.82 4.70 12/15/99 9.07 6.14 4.84 12/15/99 11.34 7.37 6.04 12/15/99 10.87 6.95 5.62 12/15/99 Class C Shares Institutional Shares ³The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge for Class B Shares (5% maximum declining to 0% after six years) and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns. The returns represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our Web site at: www.gs.com/funds to obtain the most recent month-end returns. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Service Shares TOP 10 HOLDINGS AS OF 8/31/05⁴

Holding      % of Net Assets Line of Business —— —— — Exxon Mobil Corp. 5.8% Energy Resources Citigroup, Inc. 4.7 Large Banks Bank of America Corp. 4.1 Large Banks J.P. Morgan Chase & Co. 3.1 Large Banks Microsoft Corp. 2.7 Computer Software Time Warner, Inc. 2.6 Media EOG Resources, Inc. 2.5 Energy Resources SBC Communications, Inc. 2.4 Telephone Golden West Financial Corp. 2.3 Thrifts Pfizer, Inc. 2.3 Drugs —— -— — ⁴The top 10 holdings may not be representative of the Fund’s future investments.

PORTFOLIO RESULTS Growth and Income Fund Dear Shareholder, This report provides an overview on the performance of the Goldman Sachs Growth and Income Fund during the one-year reporting period that ended August 31, 2005. Performance Review Over the one-year period that ended August 31,2005, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns, without sales charges, of 13.37%, 12.50%, 12.49%, 13.83% and 13.24%, respectively. These returns compare to the 16.86% cumulative total return of the Fund’s benchmark, the Russell 1000 Value Index (with dividends reinvested) and the 12.56% return of its previous benchmark, the S&P 500 Index (with dividends reinvested), over the same time period. 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. It is not possible to invest directly in an unmanaged index. The returns in the past year represent a marked change from previous years. In 2003, overwhelming investor optimism sparked by the economic recovery fueled robust gains in the market. During the second half of 2004 and the beginning of 2005, investors more critically assessed the abilities of companies to turn opportunity into profit. The Fund posted strong returns but lagged its benchmark over the reporting period. The Fund’s relative underperformance was primarily driven by stock-specific events rather than broad market trends or factors. In Financials, shares of J.P. Morgan Chase & Co. declined after the firm reported weak operating results attributed to a difficult quarter in its capital markets divison. In the Insurance sector, RenaissanceRe Holdings Ltd. struggled with a combination of hurricane losses and a difficult operating environment. We remain positive on both stocks and continue to hold them in the portfolio. In contrast, the Fund’s Energy stocks continued to outperform their peers as commodity prices drove historical returns even higher in the sector. We remain invested in what we believe to be disciplined and attractively valued companies in the sector.

PORTFOLIO RESULTS Portfolio Composition We have constructed a portfolio that we believe is fully diversified across different industries, with stocks we think should outperform their peers over a full market cycle. Throughout the reporting period, we continued to focus on quality value stocks that we believe are attractively valued and that have the potential to perform well in a variety of market environments. Specifically, we seek companies led by good management teams that generate strong free cash flows and return on invested capital. We also favor companies that are financially strong enough to support a dividend policy. Sector Allocation (Percentage of Portfolio) as of August 31,2005 24.1% 25% 20% 15% 10% 7.2% basic materials consumer cyclicals consumer staples energy financials health care industrials insurance reits services short-term investments technology transportation utilities The percentage shown for each investment sector reflects the value of investments in that sector as a percentage of market value. Short-term investments include repurchase agreements and securities lending collateral.

PORTFOLIO RESULTS Portfolio Highlights The following selection of stocks represents a sample of contributors to performance over the last six months. Burlington Resources Inc.— Burlington Resources was an Energy holding that contributed positively to results over the period. We have had a positive view toward Energy stocks, particularly those with strong reserve positions, low finding-and-development cost structures, and good capital allocation disciplines. We trimmed the Fund’s position in Burlington as it approached our valuation target in August 2005. Activision Inc. — In Technology, video game publisher Activision posted strong returns on expected profits from next-generation software for the Xbox 360, due for release later this fall or in early 2006. The company continues to be our favorite investment in the sector and has been a long-term top performer for the Fund. May Department Stores Co. — In the Consumer Cyclicals sector, May Department Stores enhanced results. We sold the position as its shares appreciated after the company announced a merger with Federated Department Stores. We continue to invest in May by holding shares of its new parent company, Federated Department Stores. We thank you for your investment and look forward to your continued confidence. Goldman Sachs Value Investment Team New York, September 22, 2005

FUND BASICS Growth and Income Fund as of August 31, 2005 Assets Under Management PERFORMANCE REVIEW $1.1 Billion September 1,2004-August 31,2005 Fund Total Return (based on NAV)¹ Russell 1000 Value Index² S&P 500 Index² Class A Class B Class C Institutional Service Number of Holdings NASDAQ SYMBOLS Class A Shares 13.37% 16.86% 12.56% 12.50 16.86 12.56 12.49 16.86 12.56 13.83 16.86 12.56 13.24 16.86 12.56 ¹The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges. 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. It is not possible to invest directly in an unmanaged index. STANDARDIZED TOTAL RETURNS³ Class B Shares Class C Shares Institutional Shares Service Shares For the period ended 6/30/05 OneYear Five Years Ten Years            Since Inception            Inception Date —— —— —— —— —— — Class A 5.52% 0.85% 6.35% 7.84% 2/5/93 Class B 5.75 0.84 n/a 4.90 5/1/96 Class C 9.78 1.23 n/a 0.45 8/15/97 Institutional 12.10 2.40 n/a 5.94 6/3/96 Service 11.54 1.90 6.87⁴ 8.27⁴ 2/5/93 —— —— —— —— —— — ³The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge for Class B Shares (5% maximum declining to 0% after six years) and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns. ⁴Performance data for Service Shares prior to March 6, 1996 (commencement of operations) is that of Class A Shares (excluding the impact of front-end sales charges applicable to Class A Shares since Service Shares are not subject to any sales charges). Performance of Class A Shares of the Growth and Income Fund reflects the expenses applicable to the Fund’s Class A Shares. The fees applicable to Services Shares are different from those applicable to Class A Shares which impact performance ratings and rankings for a class of shares. The returns represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our Web site at: www.gs.com/funds to obtain the most recent month-end returns. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

GOLDMAN SACHS GROWTH AND INCOME FUND TOP 10 HOLDINGS AS OF 8/31/05⁵ Holding % of Net Assets Line of Business Exxon Mobil Corp. Bank of America Corp. Citigroup, Inc. Chevron Corp. J.P. Morgan Chase & Co. Pfizer, Inc. SBC Communications, Inc. Burlington Resources, Inc. Conoco Phillips Microsoft Corp. 5.7% Energy Resources 4.4 Large Banks 4.4 Large Banks 3.2 Energy Resources 3.0 Large Banks 3.0 Drugs 3.0 Telephone 2.3 Energy Resources 2.1 Energy Resources 2.0 Computer Software

⁵The top 10 holdings may not be representative of the Fund’s future investments.

PORTFOLIO RESULTS Mid Cap Value Fund Dear Shareholder, This report provides an overview on the performance of the Goldman Sachs Mid Cap Value Fund during the one-year reporting period that ended August 31, 2005. Performance Review Over the one-year period that ended August 31,2005, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns, without sales charges, of 28.68%, 27.76%, 27.73%, 29.20% and 28.55%, respectively. These returns compare to the 28.06% cumulative total return of the Fund’s benchmark, the Russell MidCap Value Index (with dividends reinvested), over the same time period. The returns in the past year represent a marked change from previous years. In 2003, overwhelming investor optimism sparked by the economic recovery fueled robust gains in the market. During the second half of 2004 and the beginning of 2005, investors more critically assessed the abilities of companies to turn opportunity into profit. The Fund generated strong returns over the reporting period. In particular, holdings in the Energy, Technology and Basic Materials sectors performed well. In Energy, the Fund’s positions continue to outperform their peers as commodity prices drove historical returns even higher in the sector. We remain invested in what we believe to be disciplined and attractively valued companies in the sector. Despite the positive returns in the Fund, holdings in the Services and Insurance sectors lagged as Ditech Communications and RenaissanceRe Holdings were weak performers. Ditech, a telecom equipment supplier, reported earnings that fell short of high revenue expectations. In Insurance, RenaissanceRe struggled with a combination of hurricane losses and a difficult operating environment. Portfolio Composition We have constructed a portfolio that we believe is fully diversified across different industries, with stocks we think should outperform their peers over a full market cycle. Throughout the reporting period, we continued to focus on quality value stocks that we believe are attractively valued and that have the potential to perform well in a variety of market environments. Specifically, we seek companies led by good management teams that generate strong free cash flows and return on invested capital.

PORTFOLIO RESULTS Sector Allocation (Percentage of Portfolio) as of August 31,2005 15% 12.0% 12% 3% 0% 12 basic materials consumer cyclicals consumer staples energy financials health care industrials insurance reits services short-term investments technology transportation utilities The percentage shown for each investment sector reflects the value of investments in that sector as a percentage of market value. Short-term investments include repurchase agreements and securities lending collateral. Portfolio Highlights The following selection of stocks represents a sample of positive contributors to performance over the last six months. EOG Resources, Inc. and The Williams Companies, Inc.— EOG Resources and Williams Companies were Energy holdings that enhanced results during the fiscal year. We have had a positive view toward Energy stocks in the past six months, particularly those with strong reserve positions, low finding and development cost structures, and good capital allocation disciplines.

PORTFOLIO RESULTS Activision, Inc. — In Technology, video game publisher Activision posted strong returns on expected profits from next-generation software for the Xbox 360, due for release later this fall or in early 2006. The company continues to be our favorite investment in the sector and has been a long-term top performer for the Fund. Ivax Corp — In Health Care, Ivax announced that it would be acquired by rival generic drug maker Teva Pharmaceuticals. We have sold the holding in response to this positive news. We thank you for your investment and look forward to your continued confidence. Goldman Sachs Mid Cap Value Investment Team New York, September 22, 2005 13

FUND BASICS Mid Cap Value Fund as of August 31, 2005 Assets Under Management PERFORMANCE REVIEW September 1,2004-August 31,2005 Class A Class B Class C Institutional Service $4.6 Billion Number of Holdings NASDAQ SYMBOLS Class A Shares Fund Total Return            Russell Midcap (based on NAV)¹ Value Index² —— — 28.68% 28.06% 27.76 28.06 27.73 28.06 29.20 28.06 28.55 28.06 ¹The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges. ²The Russell Midcap Value Index is an unmanaged index of common stock prices that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index. STANDARDIZED TOTAL RETURNS³ OneYear For the period ended 6/30/05 Five Years Since Inception Inception Date Class B Shares Class A Class B Class C Institutional Service 13.95% 16.59% 10.11% 8/15/97 14.37 16.79 10.11 8/15/97 18.63 17.03 10.11 8/15/97 21.08 18.38 14.87 8/1/95 20.49 17.84 11.10 7/18/97 Class C Shares Institutional Shares ³The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge for Class B Shares (5% maximum declining to 0% after six years) and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns. The returns represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our Web site at: www.gs.com/funds to obtain the most recent month-end returns. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Service Shares TOP 10 HOLDINGS AS OF 8/3 1 /05⁴ Holding      % of Net Assets            Line of Business —— —— — EOG Resources, Inc. 2.8% Energy Resources Federated Department Stores, Inc. 2.2 Retail Apparel PPL Corp. 2.2 Electrical Utilities PG&E Corp. 2.1 Electrical Utilities AGL Resources, Inc. 2.0 Gas Utilities Entergy Corp. 2.0 Electrical Utilities Lennar Corp. 1.9 Construction M&T Bank Corp. 1.9 Regional Banks Noble Energy, Inc. 1.9 Energy Resources Dow Jones & Co., Inc. 1.8 Publishing —— -— — 14 ⁴The top 10 holdings may not be representative of the Fund’s future investments.

PORTFOLIO RESULTS Small Cap Value Fund Dear Shareholder, This report provides an overview on the performance of the Goldman Sachs Small Cap Value Fund during the one-year reporting period that ended August 31, 2005. Performance Review Over the one-year period that ended August 31,2005, the Fund’s Class A, B, C, Institutional and Service Shares generated cumulative total returns, without sales charges, of 16.73%, 15.88%, 15.86%, 17.23% and 16.64%, respectively. These returns compare to the 22.61% cumulative total return of the Fund’s benchmark, the Russell 2000 Value Index (with dividends reinvested), over the same time period. The returns in the past year represent a marked change from previous years. In 2003, overwhelming investor optimism sparked by the economic recovery fueled robust gains in the market. During the second half of 2004 and the beginning of 2005, investors more critically assessed the abilities of companies to turn opportunity into profit. While the Fund produced another year of double-digit returns, it lagged the strong gains of its benchmark. The Fund’s relative performance was primarily driven by stock-specific events rather than broad market trends or factors. In particular, several large holdings such as Wabash National Corp., Ditech Communications Corp., and GrafTech International Ltd. all experienced difficult operating environments. Shares of Wabash declined after a large order cancellation and production delays compressed margins in the second quarter of 2005. Ditech declined after it reported earnings that fell short of high revenue expectations. GrafTech’s shares fell as price hikes caused a decline in customer orders. We have pared the Fund’s holdings in Ditech and remain invested in Wabash and GrafTech as we believe both continue to have favorable risk/reward trade-offs. During the period, Fund performance was aided by successful positioning in Energy, as well as strong gains in its holdings in Commercial Metals Co. and OMI Corp. The Fund’s Energy stocks continued to outperform their peers, as commodity prices drove historical returns even higher in the sector. We remain invested in what we believe to be disciplined and attractively valued companies in this sector. Commercial Metals, which manufactures, markets and distributes recycled products, continued to generate strong results with increased revenue as demand remained strong. Portfolio Composition We have constructed a portfolio that we believe is fully diversified across different

industries, with stocks we think should outperform their peers over a full market cycle. Throughout the reporting period, we continued to focus on quality value stocks that we believe are attractively valued and that have the potential to perform well in a variety of market environments. Specifically, we seek companies led by good management teams that generate strong free cash flows and return on invested capital. 15

PORTFOLIO RESULTS Sector Allocation (Percentage of Portfolio) as of August 31,2005

20% 17.1% 15% 13.4% 10% 3.5% basic materials consumer cyclicals consumer staples energy financials health care industrials insurance reits services short-term investments technology transportation utilities 16 The percentage shown for each investment sector reflects the value of investments in that sector as a percentage of market value. Short-term investments include repurchase agreements and securities lending collateral. Portfolio Highlights The following selection of stocks represents a sample of positive contributors to performance over the last twelve months. l Tessera Technologies, Inc.— Shares of Tessera, a developer of semiconductor packaging technology, rose on the back of an improved market outlook and a positive legal settlement in a patent infringement case.

PORTFOLIO RESULTS Range Resources Corp. and Whiting Petroleum Corp. — In the Energy sector, we favor companies with low finding-and-development costs, as well as long-term reserves. Over the reporting period, Range Resources and Whiting Petroleum emerged as the top performers in the sector. Range Resources announced a substantial increase in its reserves while operating at competitively low costs. Whiting Petroleum reported progress on generating additional reserves as well. OMI Corp. — OMI Corp., an oil tanker company, was another top contributor to performance over the fiscal year. At the end of 2004, it announced record revenues, benefiting from increased world oil demand that has created continued strong freight rates. We thank you for your investment and look forward to your continued confidence. Goldman Sachs Small Cap Value Investment Team New York, September 22, 2005 17

FUND BASICS Small Cap Value Fund as of August 31, 2005 Assets Under Management PERFORMANCE REVIEW $2.0 Billion September 1,2004-August 31,2005 Fund Total Return (based on NAV)¹ Russell 2000 Value Index² Number of Holdings NASDAQ SYMBOLS 16.73% 15.88 15.86 17.23 16.64 22.61% 22.61 22.61 22.61 22.61 Class A Class B Class C Institutional Service ¹The net asset value (NAV) represents the net assets of the class of the Fund (ex-dividend) divided by the total number of shares of the class outstanding. The Fund’s performance reflects the reinvestment of dividends and other distributions. The Fund’s performance does not reflect the deduction of any applicable sales charges. ²The Russell 2000 Value Index is an unmanaged index of common stock prices that measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index. Class A Shares Class B Shares Class C Shares Institutional Shares Service Shares STANDARDIZED TOTAL RETURNS³ For the period ended 6/30/05 OneYear Five Years Ten Years            Since Inception            Inception Date —— —— —— —— —— — Class A 5.17% 15.55% 12.18% 11.92% 10/22/92 Class B 5.14 15.74 n/a 10.65 5/1/96 Class C 9.39 15.93 n/a 9.34 8/15/97 Institutional 11.70 17.33 n/a 10.61 8/15/97 Service 11.13 16.75 12.72⁴ 12.34⁴ 10/22/92 —— —— —— —— —— — ³The Standardized Total Returns are average annual total returns as of the most recent calendar quarter-end. They assume reinvestment of all distributions at NAV. These returns reflect a maximum initial sales charge of 5.5% for Class A Shares, the assumed contingent deferred sales charge for Class B Shares (5% maximum declining to 0% after six years) and the assumed contingent deferred sales charge for Class C Shares (1% if redeemed within 12 months of purchase). Because Institutional and Service Shares do not involve a sales charge, such a charge is not applied to their Standardized Total Returns. ⁴Performance data for Service Shares prior to August 15, 1997 (commencement of operations) is that of the Class A Shares (excluding the impact of the front-end sales charge applicable to Class A Shares since Service Shares are not subject to any sales charges). Performance of Class A Shares of the Small Cap Value Fund reflects the expenses applicable to the Fund’s Class A Shares. The fees applicable to Service Shares are different from those applicable to Class A Shares which impact performance ratings and rankings for a class of shares. The returns represent past performance. Past performance does not guarantee future results. The Fund’s investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted above. Please visit our Web site at: www.gs.com/funds to obtain the most recent month-end returns. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. TOP 10 HOLDINGS AS OF 8/31/05⁵ Holding % of Net Assets Line of Business 18 Wabash National Corp. 1.9% Parts & Equ ipment Range Resources Corp. 1.6 Energy Resources iShares Russell 2000 Value Index Fund 1.5 Specialty Financials Accredited Home Lenders Holding Co. 1.4 Specialty Financials Whiting Petroleum Corp. 1.4 Energy Resources West Corp. 1.3 Telephone Hughes Supply, Inc. 1.2 Construction PFF Bancorp, Inc. 1.2 Regional Banks Caraustar Industries, Inc. 1.1 Paper & Packaging Citizens Banking Corp. 1.1 Regional Banks —— -— — ⁵The top 10 holdings may not be representative of the Fund’s future investments.

GOLDMAN SACHS LARGE CAP VALUE FUND 

Performance Summary

August 31, 2005

The following graph shows the value, as of August 31, 2005, of a $10,000 investment made on December 15, 1999 (commencement of operations) in Class A Shares (including a maximum sales charge of 5.5%) of the Goldman Sachs Large Cap Value Fund. For comparative purposes, the performance of the Fund’s benchmark, the Russell 1000 Value Index (with dividends reinvested), is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class B, Class C, Institutional and Service Shares may vary from Class A Shares due to differences in fees and loads. In addition to the investment adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect portfolio performance. These factors include, but are not limited to, portfolio operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a portfolio.

Large Cap Value Fund’s Lifetime Performance

Performance of a $10,000 Investment, Distributions Reinvested December 15, 1999 to August 31, 2005.

Average Annual Total Return through August 31, 2005	Since Inception		Five Years		One Year
Class A (commenced December 15, 1999)
Excluding sales charges		6.03%		6.10%		15.16%
Including sales charges		4.99%		4.92%		8.80%
Class B (commenced December 15, 1999)
Excluding contingent deferred sales charges		5.21%		5.30%		14.35%
Including contingent deferred sales charges		5.07%		4.96%		9.31%
Class C (commenced December 15, 1999)
Excluding contingent deferred sales charges		5.21%		5.31%		14.28%
Including contingent deferred sales charges		5.21%		5.31%		13.27%
Institutional Class (commenced December 15, 1999)		6.41%		6.52%		15.61%
Service Class (commenced December 15, 1999)		5.98%		6.08%		15.08%

19

 GOLDMAN SACHS LARGE CAP VALUE FUND

Statement of Investments

August 31, 2005

Shares		Description	Value
Common Stocks – 96.6%
Biotechnology – 2.1%
	142,254	Amgen, Inc.*	$	11,366,094
	242,405	MedImmune, Inc.*		7,255,182
				18,621,276
Brokers – 2.8%
	134,277	Lehman Brothers Holdings, Inc.(a)		14,187,708
	214,188	Morgan Stanley		10,895,743
				25,083,451
Chemical – 2.0%
	144,233	Rohm & Haas Co.		6,261,155
	269,885	The Dow Chemical Co.		11,659,032
				17,920,187
Computer Hardware – 1.4%
	79,416	CDW Corp.		4,691,897
	280,280	Hewlett-Packard Co.		7,780,573
				12,472,470
Computer Software – 5.1%
	489,214	Activision, Inc.*		10,933,933
	52,769	International Business Machines Corp.		4,254,237
	901,192	Microsoft Corp.		24,692,661
	518,059	Oracle Corp.*		6,719,225
				46,600,056
Consumer Durables – 1.0%
	291,612	Masco Corp.		8,946,656
Defense/ Aerospace – 2.3%
	143,424	General Dynamics Corp.		16,434,956
	66,155	The Boeing Co.		4,433,708
				20,868,664
Diversified Energy – 2.1%
	830,675	The Williams Companies, Inc.		18,640,347
Drugs – 3.3%
	190,902	Abbott Laboratories		8,615,407
	827,130	Pfizer, Inc.		21,067,001
				29,682,408
Electrical Utilities – 6.0%
	58,900	Dominion Resources, Inc.		4,504,672
	258,572	Entergy Corp.		19,369,629
	129,128	Exelon Corp.		6,958,708
	114,170	FirstEnergy Corp.		5,826,095
	554,342	PPL Corp.		17,716,770
				54,375,874
Energy Resources – 13.6%
	264,143	Burlington Resources, Inc.		19,491,112
	256,108	ConocoPhillips		16,887,762
	356,987	EOG Resources, Inc.		22,786,480
	877,096	Exxon Mobil Corp.		52,538,051
	133,788	Noble Energy, Inc.		11,792,074
				123,495,479
Financial Technology – 1.5%
	322,685	First Data Corp.		13,407,562
Food & Beverage – 0.6%
	191,088	Kraft Foods, Inc.		5,923,728
Home Products – 2.1%
	224,592	Newell Rubbermaid, Inc.		5,262,190
	249,308	The Procter & Gamble Co.		13,831,608
				19,093,798
Hotel & Leisure – 0.7%
	87,943	Harrah’s Entertainment, Inc.		6,117,315
Large Banks – 11.9%
	851,763	Bank of America Corp.		36,651,362
	978,924	Citigroup, Inc.		42,847,503
	835,613	J.P. Morgan Chase & Co.(a)		28,318,925
				107,817,790
Media – 5.8%
	100,288	Lamar Advertising Co.*		4,033,584
	636,773	News Corp.		10,322,090
	576,594	The Walt Disney Co.		14,524,403
	1,319,349	Time Warner, Inc.		23,642,734
				52,522,811
Medical Products – 1.2%
	265,250	Baxter International, Inc.		10,697,533
Motor Vehicle – 1.1%
	229,729	Autoliv, Inc.		10,222,941
Oil Services – 3.4%
	299,374	Baker Hughes, Inc.		17,588,223
	208,955	BJ Services Co.		13,180,881
				30,769,104
Paper & Packaging – 0.9%
	377,168	Packaging Corp. of America		7,905,441
Parts & Equipment – 4.1%
	238,022	American Standard Companies, Inc.		10,853,803
	482,848	Tyco International Ltd.		13,437,660
	253,132	United Technologies Corp.		12,656,600
				36,948,063
Property Insurance – 4.4%
	100,757	American International Group, Inc.		5,964,814
	71,944	Everest Re Group Ltd.		6,661,295
	110,378	PartnerRe Ltd.		6,699,945
	216,604	RenaissanceRe Holdings Ltd. Series B		9,814,327
	113,052	Willis Group Holdings Ltd.		3,956,820
	90,786	XL Capital Ltd.		6,309,627
				39,406,828

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

20

GOLDMAN SACHS LARGE CAP VALUE FUND 

Shares		Description	Value
Common Stocks – (continued)
Regional Banks – 2.5%
	395,434	KeyCorp	$	13,096,774
	165,854	PNC Financial Services Group		9,325,971
				22,422,745
REITs – 2.0%
	191,197	Apartment Investment & Management Co.		7,628,760
	120,212	iStar Financial, Inc.		4,985,192
	131,518	Liberty Property Trust		5,707,881
				18,321,833
Retail Apparel – 1.8%
	384,455	The Gap, Inc.		7,308,489
	223,793	The Home Depot, Inc.		9,023,334
				16,331,823
Specialty Financials – 1.6%
	297,016	Countrywide Financial Corp.		10,036,171
	68,184	Freddie Mac		4,116,950
				14,153,121
Telephone – 3.6%
	899,784	SBC Communications, Inc.		21,666,799
	426,849	Sprint Nextel Corp.		11,068,194
				32,734,993
Thrifts – 2.3%
	342,674	Golden West Financial Corp.		20,899,687
Tobacco – 1.4%
	174,812	Altria Group, Inc.		12,359,208
Transports – 0.5%
	373,095	Southwest Airlines Co.		4,969,625
Trust/ Processors – 1.5%
	452,200	The Bank of New York Co., Inc.		13,823,754
TOTAL COMMON STOCKS
(Cost $800,392,767)			$	873,556,571

Principal		Interest			Maturity
Amount		Rate			Date		Value
Repurchase Agreement(b) – 2.6%
Joint Repurchase Agreement Account II
$	23,600,000		3.60	%		09/01/2005	$	23,600,000
Maturity Value: $23,602,361
(Cost $23,600,000)
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $823,992,767)							$	897,156,571

Shares		Description	Value
Securities Lending Collateral – 2.6%
	23,725,000	Boston Global Investment Trust – Enhanced Portfolio	$	23,725,000
(Cost $23,725,000)
TOTAL INVESTMENTS – 101.8%
(Cost $847,717,767)			$	920,881,571

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 August 31, 2005. Additional information appears on page 33.

Investment Abbreviation:
REIT	—	Real Estate Investment Trust

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

21

 GOLDMAN SACHS GROWTH AND INCOME FUND

Performance Summary

August 31, 2005

The following graph shows the value, as of August 31, 2005, of a $10,000 investment made on February 5, 1993 (commencement of operations) in Class A Shares (including a maximum sales charge of 5.5%) of the Goldman Sachs Growth and Income Fund. For comparative purposes, the performance of the Fund’s new benchmark, the Russell 1000 Value Index (with dividends reinvested), as well as the Fund’s former benchmark, the Standard and Poor’s 500 Index (with dividends reinvested), are shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class B, Class C, Institutional and Service Shares will vary from Class A Shares due to differences in fees and loads. In addition to the investment adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect portfolio performance. These factors include, but are not limited to, portfolio operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a portfolio.

Growth and Income Fund’s Lifetime Performance

Performance of a $10,000 Investment, Distributions Reinvested February 5, 1993 to August 31, 2005.

Average Annual Total Return through August 31, 2005	Since Inception		Ten Years		Five Years		One Year
Class A (commenced February 5, 1993)
Excluding sales charges		8.37%		6.64%		1.56%		13.37%
Including sales charges		7.89%		6.04%		0.42%		7.14%
Class B (commenced May 1, 1996)
Excluding contingent deferred sales charges		4.99%		n/a		0.80%		12.50%
Including contingent deferred sales charges		4.99%		n/a		0.40%		7.46%
Class C (commenced August 15, 1997)
Excluding contingent deferred sales charges		0.65%		n/a		0.80%		12.49%
Including contingent deferred sales charges		0.65%		n/a		0.80%		11.49%
Institutional Class (commenced June 3, 1996)		6.04%		n/a		1.96%		13.83%
Service Class (commenced March 6, 1996)		5.68%		n/a		1.46%		13.24%

22

GOLDMAN SACHS GROWTH AND INCOME FUND 

Statement of Investments

August 31, 2005

Shares		Description	Value
Common Stocks – 96.8%
Brokers – 2.0%
	80,700	Lehman Brothers Holdings, Inc.	$	8,526,762
	243,300	Morgan Stanley		12,376,671
				20,903,433
Chemical – 2.3%
	251,934	Rohm & Haas Co.		10,936,455
	316,269	The Dow Chemical Co.		13,662,821
				24,599,276
Computer Hardware – 0.5%
	98,413	CDW Corp.		5,814,240
Computer Software – 4.1%
	580,297	Activision, Inc.*		12,969,638
	23,200	International Business Machines Corp.		1,870,384
	779,065	Microsoft Corp.		21,346,381
	510,970	Oracle Corp.*		6,627,281
				42,813,684
Consumer Durables – 1.0%
	336,916	Masco Corp.		10,336,583
Defense/Aerospace – 1.7%
	153,042	General Dynamics Corp.		17,537,083
Diversified Energy – 0.5%
	74,100	Equitable Resources, Inc.		5,587,140
Drugs – 4.5%
	225,857	Abbott Laboratories		10,192,926
	208,200	Bristol-Myers Squibb Co.		5,094,654
	1,249,680	Pfizer, Inc.		31,829,350
				47,116,930
Electrical Utilities – 7.3%
	198,548	Dominion Resources, Inc.(a)		15,184,951
	273,008	Entergy Corp.		20,451,029
	308,251	Exelon Corp.		16,611,647
	133,296	FirstEnergy Corp.		6,802,095
	574,094	PPL Corp.		18,348,044
				77,397,766
Energy Resources – 13.3%
	326,012	Burlington Resources, Inc.		24,056,426
	547,707	Chevron Corp.		33,629,210
	331,932	ConocoPhillips		21,887,596
	1,009,286	Exxon Mobil Corp.		60,456,231
				140,029,463
Environmental & Other Services – 1.0%
	381,193	Waste Management, Inc.		10,456,124
Financial Technology – 0.9%
	226,099	First Data Corp.		9,394,413
Food & Beverage – 1.8%
	278,274	Kraft Foods, Inc.		8,626,494
	157,162	Unilever NV		10,875,610
				19,502,104
Home Products – 2.2%
	271,235	Newell Rubbermaid, Inc.		6,355,036
	77,219	The Clorox Co.		4,445,498
	221,865	The Procter & Gamble Co.		12,309,070
				23,109,604
Large Banks – 12.8%
	1,086,357	Bank of America Corp.		46,745,942
	1,051,401	Citigroup, Inc.		46,019,822
	928,099	J.P. Morgan Chase & Co.		31,453,275
	348,400	U.S. Bancorp		10,180,248
				134,399,287
Media – 3.1%
	333,651	News Corp.		5,408,483
	543,555	The Walt Disney Co.		13,692,150
	733,513	Time Warner, Inc.		13,144,553
				32,245,186
Medical Products – 1.3%
	348,041	Baxter International, Inc.		14,036,493
Motor Vehicle – 0.7%
	175,266	Autoliv, Inc.		7,799,337
Oil Refining – 2.0%
	131,300	Energy Transfer Partners L.P.		4,856,787
	205,900	Enterprise Products Partners L.P.(a)		4,999,252
	319,000	Magellan Midstream Partners L.P.(a)		10,527,000
	29,600	Williams Partners L.P.*		769,008
				21,152,047
Oil Services – 1.2%
	108,300	Baker Hughes, Inc.		6,362,625
	92,685	BJ Services Co.		5,846,570
				12,209,195
Paper & Packaging – 1.0%
	528,974	Packaging Corp. of America		11,087,295
Parts & Equipment – 3.8%
	159,653	American Standard Companies, Inc.		7,280,177
	521,304	Tyco International Ltd.		14,507,890
	366,002	United Technologies Corp.		18,300,100
				40,088,167
Property Insurance – 5.0%
	214,196	PartnerRe Ltd.		13,001,697
	263,592	RenaissanceRe Holdings Ltd. Series B		11,943,354
	229,790	The Allstate Corp.		12,916,496
	222,453	Willis Group Holdings Ltd.		7,785,855
	105,719	XL Capital Ltd.(a)		7,347,470
				52,994,872

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

23

 GOLDMAN SACHS GROWTH AND INCOME FUND

Statement of Investments (continued)

August 31, 2005

Shares		Description	Value
Common Stocks – (continued)
Regional Banks – 3.6%
	499,068	KeyCorp	$	16,529,132
	375,843	PNC Financial Services Group		21,133,652
				37,662,784
REITs – 4.7%
	238,117	Apartment Investment & Management Co.		9,500,868
	221,450	Developers Diversified Realty Corp.		10,627,385
	480,272	iStar Financial, Inc.		19,916,880
	245,630	Plum Creek Timber Co., Inc.		9,026,903
				49,072,036
Retail Apparel – 2.3%
	64,108	Federated Department Stores, Inc.		4,422,166
	222,727	J. C. Penney Co., Inc.		10,831,214
	446,955	The Gap, Inc.		8,496,615
				23,749,995
Specialty Financials – 3.3%
	257,903	Alliance Capital Management Holding L.P.		11,404,471
	139,694	American Capital Strategies Ltd.(a)		5,270,654
	282,034	Countrywide Financial Corp.		9,529,929
	78,700	Freddie Mac		4,751,906
	104,731	Washington Mutual, Inc.		4,354,715
				35,311,675
Telephone – 4.9%
	1,295,700	SBC Communications, Inc.		31,200,456
	406,892	Sprint Nextel Corp.		10,550,710
	297,820	Verizon Communications, Inc.		9,741,692
				51,492,858
Thrifts – 1.2%
	205,591	Golden West Financial Corp.		12,538,995
Tobacco – 1.4%
	207,517	Altria Group, Inc.		14,671,452
Transports – 0.5%
	73,200	United Parcel Service, Inc. Class B		5,189,148
Trust/ Processors – 0.9%
	301,048	The Bank of New York Co., Inc.		9,203,037
TOTAL COMMON STOCKS
(Cost $907,994,111)			$	1,019,501,702

Principal		Interest			Maturity
Amount		Rate			Date		Value
Repurchase Agreement(b) – 2.8%
Joint Repurchase Agreement Account II
$	29,400,000		3.60	%		09/01/2005	$	29,400,000
Maturity Value: $29,402,941
(Cost $29,400,000)
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $937,394,111)							$	1,048,901,702

Shares		Description	Value
Securities Lending Collateral – 2.7%
	28,848,175	Boston Global Investment Trust – Enhanced Portfolio	$	28,848,175
(Cost $28,848,175)
TOTAL INVESTMENTS – 102.3%
(Cost $966,242,286)			$	1,077,749,877

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 August 31, 2005. Additional information appears on page 33.

Investment Abbreviation:
REIT	—	Real Estate Investment Trust

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

24

GOLDMAN SACHS MID CAP VALUE FUND 

Performance Summary

August 31, 2005

The following graph shows the value, as of August 31, 2005, of a $10,000 investment made on August 1, 1995 (commencement of operations) in Institutional Shares (at NAV) of the Goldman Sachs Mid Cap Value Fund. For comparative purposes, the performance of the Fund’s benchmark, the Russell Midcap Value Index (with dividends reinvested), is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class A, Class B, Class C and Service Shares will vary from the Institutional Shares due to differences in fees and loads. In addition to the investment adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect portfolio performance. These factors include, but are not limited to, portfolio operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a portfolio.

Mid Cap Value Fund’s Lifetime Performance

Performance of a $10,000 Investment, Distributions Reinvested August 1, 1995 to August 31, 2005.

Average Annual Total Return through August 31, 2005	Since Inception		Ten Years		Five Years		One Year
Class A (commenced August 15, 1997)
Excluding sales charges		11.24%		n/a		16.51%		28.68%
Including sales charges		10.46%		n/a		15.20%		21.62%
Class B (commenced August 15, 1997)
Excluding contingent deferred sales charges		10.44%		n/a		15.64%		27.76%
Including contingent deferred sales charges		10.44%		n/a		15.38%		22.39%
Class C (commenced August 15, 1997)
Excluding contingent deferred sales charges		10.44%		n/a		15.64%		27.73%
Including contingent deferred sales charges		10.44%		n/a		15.64%		26.66%
Institutional Class (commenced August 1, 1995)		15.08%		15.06%		16.97%		29.20%
Service Class (commenced July 18, 1997)		11.42%		n/a		16.43%		28.55%

25

 GOLDMAN SACHS MID CAP VALUE FUND

Statement of Investments

August 31, 2005

Shares		Description	Value
Common Stocks – 97.3%
Biotechnology – 1.6%
	2,486,146	MedImmune, Inc.*	$	74,410,350
Brokers – 1.4%
	653,050	The Bear Stearns Companies, Inc.		65,631,525
Chemical – 3.1%
	1,673,081	Agrium, Inc.		35,971,242
	466,938	Carlisle Cos., Inc.		28,866,107
	1,330,749	Chemtura Corp.		22,835,653
	1,244,578	Rohm & Haas Co.		54,027,131
				141,700,133
Computer Hardware – 4.9%
	476,347	Amphenol Corp.		20,201,876
	1,079,069	Avocent Corp.*		35,954,579
	657,340	CDW Corp.		38,835,647
	1,447,085	Ingram Micro, Inc.*		25,338,459
	1,391,920	Tech Data Corp.*		50,958,191
	708,350	Xerox Corp.*		9,498,974
	1,265,048	Zebra Technologies Corp.*		47,262,193
				228,049,919
Computer Software – 1.3%
	2,627,519	Activision, Inc.*		58,725,050
Construction – 1.9%
	1,428,735	Lennar Corp.(a)		88,724,444
Consumer Durables – 2.3%
	837,359	Mohawk Industries, Inc.*		71,493,711
	813,628	The Stanley Works		37,223,481
				108,717,192
Defense/ Aerospace – 2.6%
	760,875	Alliant Techsystems, Inc.*		58,534,114
	1,276,204	Rockwell Collins, Inc.		61,423,698
				119,957,812
Diversified Energy – 2.7%
	3,745,007	The Williams Companies, Inc.		84,037,957
	884,465	Western Gas Resources, Inc.		42,454,320
				126,492,277
Drugs – 1.3%
	1,194,917	Charles River Laboratories International, Inc.*		60,725,682
Electrical Utilities – 10.4%
	657,849	CMS Energy Corp.*		10,591,369
	1,798,196	Edison International		80,972,766
	1,246,591	Entergy Corp.		93,382,132
	593,970	FirstEnergy Corp.		30,310,289
	2,622,355	PG&E Corp.		98,390,760
	655,842	PNM Resources, Inc.		19,399,806
	3,143,394	PPL Corp.		100,462,872
	177,810	Public Service Enterprise Group, Inc.		11,477,636
	971,891	Wisconsin Energy Corp.		38,068,970
				483,056,600
Energy Resources – 6.1%
	2,052,690	EOG Resources, Inc.	$	131,023,203
	1,012,002	Noble Energy, Inc.		89,197,856
	1,850,669	Range Resources Corp.		64,458,801
				284,679,860
Environmental & Other Services – 1.2%
	1,565,531	Republic Services, Inc.		56,719,188
Food & Beverage – 2.5%
	2,085,329	Archer-Daniels-Midland Co.		46,940,756
	1,706,272	Smithfield Foods, Inc.*		47,519,675
	802,573	The Pepsi Bottling Group, Inc.		23,659,852
				118,120,283
Gas Utilities – 2.2%
	2,436,606	AGL Resources, Inc.		91,007,234
	300,501	Energen Corp.		11,515,198
				102,522,432
Health Insurance – 1.6%
	1,573,742	Health Net, Inc.*		72,565,244
Home Products – 2.5%
	2,503,579	Newell Rubbermaid, Inc.		58,658,856
	974,034	The Clorox Co.		56,075,137
				114,733,993
Hotel & Leisure – 1.8%
	627,869	Callaway Golf Co.		9,361,527
	427,942	Harrah’s Entertainment, Inc.		29,767,646
	2,011,073	Hilton Hotels Corp.		46,596,561
				85,725,734
Information Services – 0.8%
	4,267,956	BearingPoint, Inc.*		34,911,880
Life Insurance – 1.3%
	1,114,188	Torchmark Corp.		58,762,275
Media – 1.0%
	1,148,790	Lamar Advertising Co.*		46,204,334
Medical Providers – 1.7%
	1,395,686	Apria Healthcare Group, Inc.*		47,774,332
	2,817,433	WebMD Corp.*(a)		30,879,065
				78,653,397
Mining – 0.5%
	432,839	Allegheny Technologies, Inc.		11,955,013
	192,370	Carpenter Technology Corp.		10,715,009
				22,670,022
Motor Vehicle – 1.2%
	585,774	Autoliv, Inc.		26,066,943
	828,133	Lear Corp.		31,220,614
				57,287,557
Oil Refining – 0.6%
	761,704	Frontier Oil Corp.		27,916,452

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

26

GOLDMAN SACHS MID CAP VALUE FUND 

Shares		Description	Value
Common Stocks – (continued)
Oil Services – 1.7%
	1,262,327	BJ Services Co.	$	79,627,587
Paper & Packaging – 0.7%
	1,549,708	Packaging Corp. of America		32,481,880
Parts & Equipment – 2.8%
	1,610,166	American Standard Companies, Inc.		73,423,570
	854,343	Cooper Industries Ltd.		56,762,549
				130,186,119
Property Insurance – 6.6%
	1,123,752	AMBAC Financial Group, Inc.		77,066,912
	685,321	Everest Re Group Ltd.		63,453,871
	688,682	PartnerRe Ltd.		41,802,998
	1,129,653	RenaissanceRe Holdings Ltd. Series B		51,184,578
	916,994	The PMI Group, Inc.		37,101,577
	959,182	Willis Group Holdings Ltd.(a)		33,571,370
				304,181,306
Publishing – 1.8%
	2,101,158	Dow Jones & Co., Inc.(a)		85,832,304
Regional Banks – 6.3%
	446,703	Commerce Bancshares, Inc.		23,889,676
	1,758,599	FirstMerit Corp.(a)		49,170,428
	1,451,553	KeyCorp		48,075,435
	834,285	M&T Bank Corp.		88,951,467
	1,180,073	Zions Bancorp.		82,439,900
				292,526,906
REITs – 6.6%
	1,216,464	Apartment Investment & Management Co.		48,536,913
	1,062,315	Developers Diversified Realty Corp.		50,980,497
	625,309	Equity Residential		23,617,921
	294,648	Healthcare Realty Trust, Inc.		11,402,878
	1,908,522	iStar Financial, Inc.		79,146,407
	1,745,883	Plum Creek Timber Co., Inc.		64,161,200
	768,386	Prentiss Properties Trust		29,536,758
				307,382,574
Retail Apparel – 5.4%
	1,502,202	Federated Department Stores, Inc.		103,621,894
	1,615,185	J. C. Penney Co., Inc.		78,546,446
	1,291,137	Ross Stores, Inc.		32,123,489
	1,147,414	The Talbots, Inc.		35,225,610
				249,517,439
Semiconductors – 1.0%
	882,178	Freescale Semiconductor, Inc.*(a)		21,066,411
	798,289	Tessera Technologies, Inc.*		26,487,229
				47,553,640
Specialty Financials – 2.1%
	576,459	American Capital Strategies Ltd.		21,749,798
	1,691,544	CIT Group, Inc.		76,593,112
				98,342,910
Tobacco – 0.9%
	510,630	Reynolds American, Inc.(a)		42,862,282
Transports – 1.8%
	427,869	Landstar System, Inc.		15,540,202
	651,714	Norfolk Southern Corp.		23,207,536
	949,468	Teekay Shipping Corp.(a)		43,817,948
				82,565,686
Trust/ Processors – 1.1%
	977,225	Northern Trust Corp.		48,704,894
TOTAL COMMON STOCKS
(Cost $3,965,524,035)			$	4,519,429,162

Principal		Interest			Maturity
Amount		Rate			Date
							Value
Repurchase Agreement(b) – 4.0%
Joint Repurchase Agreement Account II
$	186,400,000		3.60	%		09/01/2005	$	186,400,000
Maturity Value: $186,418,645
(Cost $186,400,000)
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $4,151,924,035)							$	4,705,829,162

Shares		Description	Value
Securities Lending Collateral – 3.8%
	174,080,550	Boston Global Investment Trust – Enhanced Portfolio	$	174,080,550
(Cost $174,080,550)
TOTAL INVESTMENTS – 105.1%
(Cost $4,326,004,585)			$	4,879,909,712

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 August 31, 2005. Additional information appears on page 33.

Investment Abbreviations:
REIT	—	Real Estate Investment Trust

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

27

 GOLDMAN SACHS SMALL CAP VALUE FUND

Performance Summary

August 31, 2005

The following graph shows the value, as of August 31, 2005, of a $10,000 investment made on October 22, 1992 (commencement of operations) in Class A Shares (including a maximum sales charge of 5.5%) in the Goldman Sachs Small Cap Value Fund. For comparative purposes, the performance of the Fund’s benchmark, the Russell 2000 Value Index (with dividends reinvested), is shown. This performance data represents past performance and should not be considered indicative of future performance, which will fluctuate with changes in market conditions. These performance fluctuations will cause an investor’s shares, when redeemed, to be worth more or less than their original cost. Performance reflects expense limitations in effect. In their absence, performance would be reduced. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of Class B, Class C, Institutional and Service Shares will vary from Class A Shares due to differences in fees and loads. In addition to the investment adviser’s decisions regarding issuer/industry/country investment selection and allocation, other factors may affect portfolio performance. These factors include, but are not limited to, portfolio operating fees and expenses, portfolio turnover, and subscription and redemption cash flows affecting a portfolio.

Small Cap Value Fund’s Lifetime Performance

Performance of a $10,000 Investment, Distributions Reinvested October 22, 1992 to August 31, 2005.

Average Annual Total Return through August 31, 2005	Since Inception		Ten Years		Five Years		One Year
Class A (commenced October 22, 1992)
Excluding sales charges		12.51%		12.12%		15.09%		16.73%
Including sales charges		12.02%		11.49%		13.79%		10.33%
Class B (commenced May 1, 1996)
Excluding contingent deferred sales charges		10.80%		n/a		14.22%		15.88%
Including contingent deferred sales charges		10.80%		n/a		13.97%		10.54%
Class C (commenced August 15, 1997)
Excluding contingent deferred sales charges		9.53%		n/a		14.18%		15.86%
Including contingent deferred sales charges		9.53%		n/a		14.18%		14.79%
Institutional Class (commenced August 15, 1997)		10.81%		n/a		15.55%		17.23%
Service Class (commenced August 15, 1997)		10.27%		n/a		14.97%		16.64%

28

GOLDMAN SACHS SMALL CAP VALUE FUND 

Statement of Investments

August 31, 2005

Shares		Description	Value
Common Stocks – 97.3%
Biotechnology – 0.6%
	549,643	Medarex, Inc.*(a)	$	5,523,912
	97,835	United Therapeutics Corp.*		6,868,996
				12,392,908
Brokers – 0.1%
	162,415	optionsXpress Holdings, Inc.(a)		2,785,417
Chemical – 2.6%
	596,165	Agrium, Inc.		12,817,547
	445,205	Albemarle Corp.		16,165,394
	7,979	American Vanguard Corp.(a)		159,580
	213,627	Minerals Technologies, Inc.		13,020,566
	228,104	NuCo2, Inc.*(a)		5,711,724
	292,645	Penford Corp.		4,243,352
				52,118,163
Computer Hardware – 3.3%
	648,629	Ditech Communications Corp.*		4,773,910
	601,276	Hutchinson Technology, Inc.*(a)		15,873,686
	47,870	Imation Corp.		2,015,806
	1,009,127	Insight Enterprises, Inc.*		19,001,861
	1,138,711	McDATA Corp.*		6,126,265
	627,002	Mobility Electronics, Inc.*(a)		6,865,672
	121,175	Palm, Inc.*(a)		4,141,762
	163,206	ScanSource, Inc.*		7,288,780
	26,829	SYNNEX Corp.*		445,093
				66,532,835
Computer Software – 1.9%
	4,139,313	Atari, Inc.*		5,256,927
	1,213,929	Citadel Security Software, Inc.*(a)		1,056,118
	524,605	Epicor Software Corp.*		6,998,231
	80,014	Hyperion Solutions Corp.*		3,470,207
	501,672	Take-Two Interactive Software, Inc.*(a)		11,939,794
	253,964	The Ultimate Software Group, Inc.*		4,634,843
	1,077,085	Viisage Technology, Inc.*(a)		4,653,007
				38,009,127
Construction – 3.7%
	128,031	Beazer Homes USA, Inc.(a)		7,994,256
	187,851	Champion Enterprises, Inc.*		2,504,054
	738,996	Comfort Systems USA, Inc.*		6,081,937
	229,531	ElkCorp		8,171,303
	761,014	Hughes Supply, Inc.		24,086,093
	377,174	Infrasource Services, Inc.*		5,657,610
	360,835	Lennox International, Inc.		8,800,766
	98,914	Texas Industries, Inc.		5,916,046
	38,280	Trex Co., Inc.*(a)		922,931
	90,643	WCI Communities, Inc.*(a)		2,734,699
				72,869,695
Consumer Durables – 0.4%
	365,871	Select Comfort Corp.*		7,072,287
Defense/ Aerospace – 0.8%
	360,258	Ducommun, Inc.*	$	7,475,353
	286,409	EDO Corp.		8,045,229
				15,520,582
Drugs – 0.6%
	351,958	PAREXEL International Corp.*		6,820,946
	229,133	Salix Pharmaceuticals Ltd.*		4,669,731
				11,490,677
Electrical Utilities – 2.5%
	225,238	Avista Corp.		4,378,627
	79,706	Central Vermont Public Service Corp.		1,522,385
	347,407	Cleco Corp.		7,990,361
	982,642	El Paso Electric Co.*		20,596,176
	53,794	MGE Energy, Inc.		2,000,599
	251,797	Sierra Pacific Resources*(a)		3,671,200
	12,739	Unisource Energy Corp.		424,081
	403,501	Westar Energy, Inc.		9,692,094
				50,275,523
Energy Resources – 3.5%
	483,412	Parallel Petroleum Corp.*		6,250,517
	79,171	Petroleum Development Corp.*		3,008,498
	893,346	Range Resources Corp.		31,115,241
	45,882	Southern Union Co.*		1,129,621
	632,946	Whiting Petroleum Corp.*		27,419,221
				68,923,098
Environmental & Other Services – 1.7%
	256,721	ITT Educational Services, Inc.*		13,051,696
	160,707	Medical Staffing Network Holdings, Inc.*(a)		928,886
	132,733	School Specialty, Inc.*		6,359,238
	149,438	TRC Companies, Inc.*		2,241,570
	311,922	Waste Connections, Inc.*		11,023,324
				33,604,714
Food & Beverage – 1.0%
	212,790	American Italian Pasta Co.(a)		2,347,074
	253,985	Corn Products International, Inc.		5,719,742
	59,218	Hain Celestial Group, Inc.*		1,117,444
	583,277	Sensient Technologies Corp.(a)		10,948,109
				20,132,369
Gas Utilities – 1.4%
	437,986	Northwest Natural Gas Co.		16,109,125
	210,035	South Jersey Industries, Inc.		6,187,631
	221,448	Southwest Gas Corp.		6,072,104
				28,368,860
Home Products – 2.4%
	73,732	Chattem, Inc.*		2,856,378
	847,581	Elizabeth Arden, Inc.*		18,833,250
	297,761	Helen of Troy Ltd.*(a)		6,777,040
	805,790	Oneida Ltd.*(a)		1,611,580

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

29

 GOLDMAN SACHS SMALL CAP VALUE FUND

Statement of Investments (continued)

August 31, 2005

Shares		Description	Value
Common Stocks – (continued)
Home Products – (continued)
	1,135,668	Playtex Products, Inc.*	$	12,287,928
	478,373	Prestige Brands Holdings, Inc.*		6,156,660
				48,522,836
Hotel & Leisure – 1.3%
	446,183	Aztar Corp.*		14,902,512
	923,867	K2, Inc.*		11,502,144
				26,404,656
Information Services – 2.3%
	654,403	BearingPoint, Inc.*		5,353,017
	3,942	Kanbay International, Inc.*		87,867
	2,924,783	Lionbridge Technologies, Inc.*(b)		19,654,542
	27,877	MAXIMUS, Inc.		1,049,848
	476,008	MTC Technologies, Inc.*		16,260,433
	135,128	Resources Connection, Inc.*		3,918,712
				46,324,419
Internet – 0.4%
	1,773,481	Autobytel, Inc.*(a)		8,867,405
Large Banks – 0.5%
	610,891	The Bancorp, Inc.*		10,183,553
Life Insurance – 0.5%
	121,251	StanCorp Financial Group, Inc.		9,803,143
Media – 0.6%
	367,780	ADVO, Inc.		12,041,117
Medical Products – 1.6%
	339,574	Abaxis, Inc.*		3,894,914
	485,441	Conceptus, Inc.*(a)		5,087,422
	443,986	NDCHealth Corp.		8,351,377
	751,313	PSS World Medical, Inc.*		10,886,525
	822,518	ThermoGenesis Corp.*(a)		4,449,822
				32,670,060
Medical Providers – 0.6%
	62,739	Psychiatric Solutions, Inc.*		2,998,924
	1,502,824	Radiologix, Inc.*(b)		6,086,437
	93,758	United Surgical Partners International, Inc.*		3,591,850
				12,677,211
Mining – 2.6%
	563,036	Commercial Metals Co.		16,851,667
	903,440	Earle M. Jorgensen Co.*		9,233,157
	537,904	Mueller Industries, Inc.		14,098,464
	452,827	Oregon Steel Mills, Inc.*		10,179,551
	83,567	Schnitzer Steel Industries, Inc.		2,390,016
				52,752,855
Motor Vehicle – 2.2%
	415,559	American Axle & Manufacturing Holdings, Inc.(a)		10,787,911
	577,553	Commercial Vehicle Group, Inc.*		11,972,674
	390,310	LoJack Corp.*		8,231,638
	743,245	Tenneco Automotive, Inc.*		13,475,032
				44,467,255
Oil Refining – 0.3%
	165,259	Frontier Oil Corp.		6,056,742
Oil Services – 1.1%
	101,653	Hydril Co.*		6,963,230
	248,269	Oil States International, Inc.*		8,605,004
	83,609	Superior Well Services, Inc.*		1,839,398
	220,846	Willbros Group, Inc.*(a)		3,816,219
				21,223,851
Paper & Packaging – 1.8%
	1,915,718	Caraustar Industries, Inc.*(b)		22,241,486
	236,143	Universal Forest Products, Inc.		12,853,264
				35,094,750
Parts & Equipment – 6.3%
	285,493	Actuant Corp.*		12,104,903
	115,026	Applied Industrial Technologies, Inc.		4,130,584
	245,306	Baldor Electric Co.		6,051,699
	329,211	CyberOptics Corp.*		4,529,943
	194,852	Franklin Electric Co., Inc.		8,232,497
	3,205,899	GrafTech International Ltd.*		19,043,040
	834,811	Lydall, Inc.*(b)		7,321,293
	380,472	Modtech Holdings, Inc.*(a)		3,447,076
	58,147	MTS Systems Corp.		2,396,819
	72,928	Tennant Co.		2,766,888
	191,640	Terex Corp.*		9,348,199
	232,079	W-H Energy Services, Inc.*		7,530,964
	1,841,846	Wabash National Corp.(a)(b)		38,347,234
				125,251,139
Property Insurance – 3.8%
	222,450	Aspen Insurance Holdings Ltd.		6,039,518
	193,931	Donegal Group, Inc.		4,413,870
	280,279	National Atlantic Holdings Corp.*		3,080,266
	147,633	NYMAGIC, Inc.		3,580,100
	324,511	ProAssurance Corp.*(a)		14,294,710
	626,239	ProCentury Corp.		6,262,390
	376,453	PXRE Group Ltd.		8,767,590
	447,857	Republic Companies Group, Inc.*(a)		6,113,248
	344,069	RLI Corp.		15,861,581
	182,705	The Navigators Group, Inc.*		6,771,047
				75,184,320
Publishing – 0.7%
	489,133	Journal Register Co.*		9,171,244
	216,523	LECG Corp.*		4,986,525
				14,157,769

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

30

GOLDMAN SACHS SMALL CAP VALUE FUND 

Shares		Description	Value
Common Stocks – (continued)
Regional Banks – 10.9%
	242,859	Alabama National BanCorporation	$	15,953,408
	157,177	Alliance Bankshares Corp.*		2,569,844
	228,430	Berkshire Hills Bancorp, Inc.		7,366,868
	624,592	Brookline Bancorp, Inc.		9,643,700
	633,991	Cardinal Financial Corp.*		6,333,570
	333,170	Central Pacific Financial Corp.		11,521,019
	724,871	Citizens Banking Corp.		21,956,343
	1,459,619	First Niagara Financial Group, Inc.		20,682,801
	123,888	First Oak Brook Bancshares, Inc.		3,763,717
	289,523	IBERIABANK Corp.		14,620,886
	87,329	Interchange Financial Services Corp.		1,534,371
	177,028	Investors Financial Services Corp.(a)		6,217,223
	433,828	Main Street Banks, Inc.(a)		11,622,252
	356,948	Midwest Banc Holdings, Inc.		8,538,196
	413,833	Millennium Bankshares Corp.*		3,190,652
	831,960	PFF Bancorp, Inc.		24,734,171
	248,033	Placer Sierra Bancshares		6,629,922
	141,402	Prosperity Bancshares, Inc.		4,131,766
	361,052	Signature Bank*		10,827,949
	170,746	Southcoast Financial Corp.*(b)		3,893,018
	168,096	Sterling Bancorp.		3,725,007
	80,819	Sun Bancorp, Inc.*		1,737,609
	167,468	Texas United Bancshares, Inc.		3,299,120
	12,180	UMB Financial Corp.		802,053
	380,638	United Community Banks, Inc.		10,429,481
	37,368	West Coast Bancorp		967,458
				216,692,404
REITs – 10.4%
	341,200	Acadia Realty Trust		6,039,240
	271,831	Agree Realty Corp.		8,046,198
	87,915	American Campus Communities, Inc.		2,070,398
	413,819	BioMed Reality Trust, Inc.		10,233,744
	487,027	Brandywine Realty Trust		15,536,161
	493,291	Capital Automotive REIT(a)		17,694,348
	680,425	Commercial Net Lease Realty		13,588,087
	92,445	Corporate Office Properties Trust		3,220,784
	379,417	Correctional Properties Trust		11,101,741
	151,288	Digital Realty Trust, Inc.		2,877,498
	176,410	Entertainment Properties Trust		8,037,240
	226,592	Hersha Hospitality Trust		2,293,111
	163,397	KKR Financial Corp.		3,821,856
	309,339	LaSalle Hotel Properties		10,446,378
	433,885	Lexington Corporate Properties Trust		9,979,355
	1,248,281	MFA Mortgage Investments, Inc.		8,413,414
	605,906	Omega Healthcare Investors, Inc.		8,046,432
	333,648	Parkway Properties, Inc.		16,128,544
	145,182	Post Properties, Inc.		5,386,252
	365,587	Prentiss Properties Trust		14,053,164
	557,104	RAIT Investment Trust		16,651,839
	201,583	Spirit Finance Corp.		2,148,875
	177,032	Town & Country Trust(a)		4,956,896
	317,588	U-Store-It Trust		6,529,609
				207,301,164
Restaurants – 1.5%
	791,510	Buca, Inc.*(a)		4,353,305
	253,160	California Pizza Kitchen, Inc.*		7,491,005
	349,149	CEC Entertainment, Inc.*		11,972,319
	508,980	Fox & Hound Restaurant Group*(b)		6,000,874
				29,817,503
Retail Apparel – 4.9%
	845,680	Aaron Rents, Inc.		18,731,812
	537,270	Big Lots, Inc.*		6,345,159
	576,794	Brookstone, Inc.*		11,385,914
	414,084	Fossil, Inc.*		9,105,707
	253,558	K-Swiss, Inc.		7,769,017
	233,138	Kellwood Co.		5,707,218
	454,357	Sharper Image Corp.*(a)		6,106,558
	206,483	The Dress Barn, Inc.*		4,955,592
	948,334	The Gymboree Corp.*		14,575,894
	156,961	Tuesday Morning Corp.		4,542,451
	324,555	Zale Corp.*		9,055,084
				98,280,406
Semiconductors – 2.7%
	745,832	Aeroflex, Inc.*		6,928,779
	119,794	Fairchild Semiconductor International, Inc.*		2,018,529
	1,761,568	Integrated Device Technology, Inc.*		18,848,778
	39,289	Power Integrations, Inc.*		869,073
	1,084,938	Skyworks Solutions, Inc.*		8,180,432
	497,174	Tessera Technologies, Inc.*		16,496,233
				53,341,824
Specialty Financials – 5.2%
	709,697	Accredited Home Lenders Holding Co.*(a)		28,430,462
	245,058	Affiliated Managers Group, Inc.*(a)		17,793,661
	162,645	CapitalSource, Inc.*		3,220,371
	363,482	Financial Federal Corp.(a)		14,193,972
	459,537	iShares Russell 2000 Value Index Fund(a)		30,595,973
	1,138,275	Knight Capital Group, Inc.*		9,584,276
				103,818,715
Telecom Equipment – 0.7%
	307,499	Anixter International, Inc.*		11,740,312
	54,349	Black Box Corp.		2,335,376
				14,075,688
Telephone – 2.1%
	481,529	Alaska Communications Systems Group, Inc.(a)		5,214,959
	581,377	Cincinnati Bell, Inc.*		2,517,362

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

31

 GOLDMAN SACHS SMALL CAP VALUE FUND

Statement of Investments (continued)

August 31, 2005

Shares		Description	Value
Common Stocks – (continued)
Telephone – (continued)
	215,221	Iowa Telecommunications Services, Inc.	$	4,005,263
	336,235	Valor Communications Group, Inc.		4,683,754
	669,873	West Corp.*		25,950,880
				42,372,218
Thrifts – 2.0%
	505,705	BankUnited Financial Corp.		11,934,638
	505,264	Fidelity Bankshares, Inc.		15,213,499
	298,659	Irwin Financial Corp.		6,271,839
	739,557	NetBank, Inc.		6,404,564
				39,824,540
Transports – 1.9%
	1,377,351	AirTran Holdings, Inc.*(a)		14,228,036
	132,896	Forward Air Corp.		4,688,571
	298,120	Frontier Airlines, Inc.*		3,234,602
	289,272	Heartland Express, Inc.		5,762,298
	179,246	OMI Corp.		3,428,976
	462,558	SCS Transportation, Inc.*		7,424,056
				38,766,539
Trust/ Processors – 0.6%
	585,881	Apollo Investment Corp.		11,266,492
Wireless – 1.3%
	346,483	Alamosa Holdings, Inc.*		5,994,156
	223,027	Leap Wireless International, Inc.*		7,618,602
	686,002	Powerwave Technologies, Inc.*(a)		7,189,301
	582,682	UbiquiTel, Inc.*		5,051,853
				25,853,912
TOTAL COMMON STOCKS
(Cost $1,631,951,811)			$	1,943,190,741

Principal		Interest		Maturity
Amount		Rate		Date		Value
Repurchase Agreement(c) – 3.0%
Joint Repurchase Agreement Account II
$	59,800,000		3.60%		09/01/2005	$	59,800,000
Maturity Value: $59,805,982
(Cost $59,800,000)
TOTAL INVESTMENTS BEFORE SECURITIES LENDING COLLATERAL
(Cost $1,691,751,811)						$	2,002,990,741

Shares		Description	Value
Securities Lending Collateral – 12.1%
	240,892,940	Boston Global Investment Trust – Enhanced Portfolio	$	240,892,940
(Cost $240,892,940)
TOTAL INVESTMENTS – 112.4%
(Cost $1,932,644,751)			$	2,243,883,681

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)	Represents an affiliated issuer.
(c)	Joint repurchase agreement was entered into on August 31, 2005. Additional information appears on page 33.

Investment Abbreviation:
REIT	—	Real Estate Investment Trust

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

32

GOLDMAN SACHS VALUE EQUITY FUNDS 

ADDITIONAL INVESTMENT INFORMATION

JOINT REPURCHASE AGREEMENT ACCOUNT II — At August 31, 2005, the Funds had undivided interests in the Joint Repurchase Agreement Account II, as follows:

Fund	Principal Amount
Large Cap Value	$	23,600,000
Growth and Income		29,400,000
Mid Cap Value		186,400,000
Small Cap Value		59,800,000

	Principal		Interest			Maturity	Maturity
Repurchase Agreements	Amount		Rate			Date	Value
Banc of America Securities LLC	$	1,750,000,000		3.60	%	09/01/2005	$	1,750,175,000
Barclays Capital PLC		800,000,000		3.60		09/01/2005		800,080,000
Bear Stearns & Co.		600,000,000		3.61		09/01/2005		600,060,166
Deutsche Bank Securities, Inc.		2,000,000,000		3.60		09/01/2005		2,000,200,000
Greenwich Capital Markets		500,000,000		3.60		09/01/2005		500,050,000
J.P. Morgan Securities, Inc.		125,000,000		3.61		09/01/2005		125,012,535
UBS Warburg LLC		350,000,000		3.60		09/01/2005		350,035,000
Wachovia Capital Markets		500,000,000		3.60		09/01/2005		500,050,000
TOTAL	$	6,625,000,000					$	6,625,662,701

At August 31, 2005, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 3.75% to 5.25%, due 08/15/2006 to 09/16/2013; Federal Home Loan Mortgage Association, 0.00% to 9.50%, due 06/12/2006 to 09/01/2035 and Federal National Mortgage Association, 2.35% to 10.00%, due 04/05/2007 to 09/01/2035. The aggregate market value of the collateral, including accrued interest, was $6,769,757,519.

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

33

 GOLDMAN SACHS VALUE EQUITY FUNDS

Statements of Assets and Liabilities

August 31, 2005

		Large Cap
		Value Fund
Assets:
Investment in securities of unaffiliated issuers, at value (identified cost $823,992,767, $937,394,111, $4,151,924,035 and $1,596,089,378 respectively)		$	897,156,571
Investment in securities of affiliated issuers, at value (identified cost $0, $0, $0 and $95,662,433, respectively)			—
Securities lending collateral, at value (which approximates cost)			23,725,000
Cash			73,332
Receivables:
	Investment securities sold		10,992,767
	Fund shares sold		3,020,676
	Dividends and interest		1,783,554
	Reimbursement from investment adviser		15,731
	Securities lending income		2,501
Other assets			3,931
Total assets			936,774,063
Liabilities:
Payables:
	Payable upon return of securities loaned		23,725,000
	Investment securities purchased		5,531,600
	Fund shares repurchased		1,922,021
	Amounts owed to affiliates		834,201
Accrued expenses and other liabilities			108,911
Total liabilities			32,121,733
Net Assets:
Paid-in capital			767,810,077
Accumulated undistributed net investment income			4,191,858
Accumulated net realized gain (loss) on investment transactions			59,486,591
Net unrealized gain on investments			73,163,804
NET ASSETS		$	904,652,330
Net Assets:
	Class A		$518,375,904
	Class B		25,040,016
	Class C		37,502,784
	Institutional		321,210,747
	Service		2,522,879
Shares Outstanding:
	Class A		38,696,208
	Class B		1,913,307
	Class C		2,871,548
	Institutional		23,755,242
	Service		188,695
Total shares outstanding, $0.001 par value (unlimited number of shares authorized)			67,425,000
Net asset value, offering and redemption price per share:(a)
	Class A		$13.40
	Class B		13.09
	Class C		13.06
	Institutional		13.52
	Service		13.37

(a)   Maximum public offering price per share (NAV per share multiplied by 1.0582) for Class A Shares of the Large Cap Value, Growth and Income, Mid Cap Value and Small Cap Value Funds is $14.18, $27.04, $39.03 and $45.58, respectively. At redemption, Class B and Class C Shares may be subject to a contingent deferred sales charge assessed on the amount equal to the lesser of the current NAV or the original purchase price of the shares.

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

34

GOLDMAN SACHS VALUE EQUITY FUNDS 

Growth and			Mid Cap		Small Cap
Income Fund			Value Fund		Value Fund
$	1,048,901,702		$	4,705,829,162	$	1,899,445,857
	—			—		103,544,884
	28,848,175			174,080,550		240,892,940
	10,685			38,745		157,237
	9,525,657			9,366,852		7,915,805
	3,129,827			17,407,626		5,682,201
	2,857,704			7,597,165		747,497
	816,144			—		684,365
	3,476			34,653		75,866
	5,316			14,298		11,707
	1,094,098,686			4,914,369,051		2,259,158,359
	28,848,175			174,080,550		240,892,940
	8,931,557			86,690,332		15,941,614
	1,706,575			6,848,375		4,226,329
	1,075,777			4,384,273		2,372,510
	130,304			251,771		182,235
	40,692,388			272,255,301		263,615,628
	965,567,492			3,792,683,076		1,562,043,731
	2,354,915			10,262,025		4,460,764
	(26,023,700	)		285,263,522		117,799,306
	111,507,591			553,905,127		311,238,930
$	1,053,406,298		$	4,642,113,750	$	1,995,542,731
$	924,478,717		$	2,714,609,656	$	1,071,446,987
	92,469,301			234,404,935		107,342,159
	16,149,289			360,806,119		129,767,317
	19,226,021			1,253,068,871		655,180,353
	1,082,970			79,224,169		31,805,915
	36,189,644			73,610,832		24,876,808
	3,719,996			6,518,073		2,684,720
	651,579			10,088,254		3,248,325
	743,598			33,715,168		14,810,276
	42,405			2,160,737		746,995
	41,347,222			126,093,064		46,367,124
	$25.55			$36.88		$43.07
	24.86			35.96		39.98
	24.78			35.76		39.95
	25.86			37.17		44.24
	25.54			36.67		42.58

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

35

 GOLDMAN SACHS VALUE EQUITY FUNDS

Statements of Operations

For the Year Ended August 31, 2005

	Large Cap
	Value Fund
Investment income:
Dividends — unaffiliated issuers(a)	$	15,580,204
Dividends — affiliated issuers		—
Interest (including securities lending income of $20,360, $30,696, $220,427, and $853,499, respectively)		621,356
Total income		16,201,560
Expenses:
Management fees		5,303,521
Distribution and Service fees(b)		1,468,605
Transfer Agent fees(b)		952,788
Custody and accounting fees		163,250
Registration fees		106,360
Printing fees		110,434
Service Share fees		5,495
Professional fees		59,267
Trustee fees		20,103
Other		40,603
Total expenses		8,230,426
Less — expense reductions		(56,299	)
Net expenses		8,174,127
NET INVESTMENT INCOME		8,027,433
Realized and unrealized gain (loss) on investment transactions:
Net realized gain from investment transactions — unaffiliated issuers (including commissions recaptured of $93,922, $102,738, $387,643 and $0, respectively)		73,063,247
Net realized loss from investment transactions — affiliated issuers		—
Payment by affiliates to reimburse certain security claims		—
Net change in unrealized gain on investments		14,674,803
Net realized and unrealized gain on investment transactions		87,738,050
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	95,765,483

(a)	Foreign taxes withheld on dividends were $18,150, $38,315, and $23,026 for Growth and Income, Mid Cap Value and Small Cap Value Funds, respectively.
(b)	Class-specific Distribution and Service and Transfer Agent fees were as follows:

	Distribution and Service Fees						Transfer Agent Fees
Fund	Class A		Class B		Class C		Class A		Class B		Class C		Institutional		Service
Large Cap Value	$	999,206	$	216,778	$	252,621	$	759,396	$	41,188	$	47,998	$	103,766	$	440
Growth and Income		1,987,617		976,163		147,084		1,510,589		185,471		27,946		4,668		477
Mid Cap Value		4,351,797		1,964,249		2,141,418		3,307,366		373,207		406,869		342,477		14,353
Small Cap Value		2,591,593		1,147,869		1,338,256		1,969,610		218,095		254,269		212,285		10,260

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

36

GOLDMAN SACHS VALUE EQUITY FUNDS 

Growth and			Mid Cap			Small Cap
Income Fund			Value Fund			Value Fund
$	25,389,861		$	46,025,520		$	26,779,780
	—			—			137,173
	676,019			3,887,069			2,628,749
	26,065,880			49,912,589			29,545,702
	6,436,508			22,825,207			18,413,239
	3,110,864			8,457,464			5,077,718
	1,729,151			4,444,272			2,664,519
	182,560			369,579			328,476
	140,546			260,691			96,121
	110,434			110,434			110,434
	5,960			179,411			128,252
	59,267			62,749			63,237
	20,103			20,103			20,103
	119,144			292,757			158,010
	11,914,537			37,022,667			27,060,109
	(202,343	)		(312,054	)		(27,975	)
	11,712,194			36,710,613			27,032,134
	14,353,686			13,201,976			2,513,568
	68,982,866			322,362,179			168,805,243
	—			—			(2,185,019	)
	893,155			304,300			339,459
	22,063,316			381,185,485			102,375,774
	91,939,337			703,851,964			269,335,457
$	106,293,023		$	717,053,940		$	271,849,025

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

37

 GOLDMAN SACHS VALUE EQUITY FUNDS

Statements of Changes in Net Assets

		Large Cap Value Fund
		For the			For the
		Year Ended			Year Ended
		August 31, 2005			August 31, 2004
From operations:
Net investment income (loss)		$	8,027,433		$	3,027,189
Net realized gain from investment transactions			73,063,247			45,421,141
Payment by affiliates to reimburse certain security claims			—			—
Payments by affiliates for voluntary reimbursements			—			13,020
Net change in unrealized gain on investments			14,674,803			23,422,115
Net increase in net assets resulting from operations			95,765,483			71,883,465
Distributions to shareholders:
From net investment income
	Class A Shares		(2,431,764	)		(2,016,292	)
	Class B Shares		(22,089	)		(37,231	)
	Class C Shares		(36,990	)		(48,796	)
	Institutional Shares		(2,582,487	)		(1,252,950	)
	Service Shares		(3,541	)		(1,033	)
From net realized gain
	Class A Shares		(2,271,434	)		—
	Class B Shares		(139,478	)		—
	Class C Shares		(128,351	)		—
	Institutional Shares		(1,622,741	)		—
	Service Shares		(2,720	)		—
Total distributions to shareholders			(9,241,595	)		(3,356,302	)
From share transactions:
Proceeds from sales of shares			427,796,464			191,594,437
Proceeds received in connection with merger			61,425,577			—
Reinvestment of dividends and distributions			7,008,749			2,577,221
Cost of shares repurchased			(160,017,555	)		(126,442,231	)
Net increase in net assets resulting from share transactions			336,213,235			67,729,427
TOTAL INCREASE			422,737,123			136,256,590
Net assets:
Beginning of year			481,915,207			345,658,617
End of year		$	904,652,330		$	481,915,207
Accumulated undistributed net investment income		$	4,191,858		$	1,649,177

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

38

GOLDMAN SACHS VALUE EQUITY FUNDS 

Growth and Income Fund						Mid Cap Value Fund						Small Cap Value Fund
For the			For the			For the			For the			For the			For the
Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
August 31, 2005			August 31, 2004			August 31, 2005			August 31, 2004			August 31, 2005			August 31, 2004
$	14,353,686		$	5,879,474		$	13,201,976		$	5,156,409		$	2,513,568		$	(6,190,942	)
	68,982,866			63,595,460			322,362,179			177,948,544			166,620,224			112,889,863
	893,155			—			304,300			—			339,459			—
	—			474,128			—			165,987			—			83,352
	22,063,316			42,333,649			381,185,485			57,878,342			102,375,774			73,514,258
	106,293,023			112,282,711			717,053,940			241,149,282			271,849,025			180,296,531
	(10,994,452	)		(5,726,857	)		(3,671,900	)		(3,742,658	)		—			—
	(701,859	)		(350,666	)		—			—			—			—
	(104,364	)		(45,415	)		—			(55,373	)		—			—
	(196,828	)		(58,565	)		(3,753,499	)		(3,194,090	)		—			—
	(15,658	)		(13,286	)		(54,438	)		(29,424	)		—			—
	—			—			(86,851,401	)		—			(63,698,172	)		(12,926,805	)
	—			—			(12,288,164	)		—			(7,907,495	)		(1,995,155	)
	—			—			(9,399,556	)		—			(9,053,298	)		(1,803,535	)
	—			—			(45,371,052	)		—			(28,746,568	)		(3,145,918	)
	—			—			(1,393,641	)		—			(1,417,611	)		(77,865	)
	(12,013,161	)		(6,194,789	)		(162,783,651	)		(7,021,545	)		(110,823,144	)		(19,949,278	)
	307,900,081			223,929,833			2,799,132,512			787,139,098			715,613,326			864,679,578
	8,340,631			—			—			—			32,729,837			—
	11,735,043			6,056,646			145,409,774			5,938,865			97,777,593			17,178,881
	(117,368,089	)		(86,227,106	)		(567,881,856	)		(318,955,110	)		(525,719,617	)		(412,660,880	)
	210,607,666			143,759,373			2,376,660,430			474,122,853			320,401,139			469,197,579
	304,887,528			249,847,295			2,930,930,719			708,250,590			481,427,020			629,544,832
	748,518,770			498,671,475			1,711,183,031			1,002,932,441			1,514,115,711			884,570,879
$	1,053,406,298		$	748,518,770		$	4,642,113,750		$	1,711,183,031		$	1,995,542,731		$	1,514,115,711
$	2,354,915		$	14,492		$	10,262,025		$	5,287,915		$	4,460,764		$	750,779

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

39

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements

August 31, 2005

1. ORGANIZATION

Goldman Sachs Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940 (the “Act”), as amended, as an open-end management investment company. The Trust includes the Goldman Sachs Large Cap Value Fund, Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund and Goldman Sachs Small Cap Value Fund (collectively the “Funds” or individually a “Fund”). Each Fund is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Funds. 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 the 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 Funds, where applicable. Interest income is recorded on the basis of interest accrued, premium amortized and discount accreted.

     Net investment income (other than class specific expenses) and unrealized and realized gains or losses are allocated daily to each class of shares of the Funds based upon the relative proportion of net assets of each class.

C. Federal Taxes — It is the Funds’ 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 distributions, if any, are declared and paid quarterly for the Growth and Income Fund and annually for the Large Cap Value, Mid Cap Value and Small Cap Value Funds. Capital gains distributions, if any, are declared and paid annually for all Funds.

40

GOLDMAN SACHS VALUE EQUITY FUNDS 

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 each Fund’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gains or from paid-in capital.

     In addition, distributions paid by the Funds’ investments in real estate investment trusts (“REITs”) often include a “return of capital” which is recorded by the Funds 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 Funds on a straight-line or pro-rata basis depending upon the nature of the expense.

     Class A, Class B and Class C shareholders of the Funds bear all expenses and fees relating to their respective Distribution and Service Plans. Service Shares bear all expenses and fees relating to its Service and Shareholder Administration Plans. Each class of shares of the Funds separately bears its respective class-specific Transfer Agency fees.

E. 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 Funds, 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 Funds may be delayed or limited and there may be a decline in the value of the collateral during the period while the Funds seek to assert their rights. The underlying securities for all repurchase agreements are held in safekeeping at the Funds’ 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, transfer uninvested cash into joint accounts, the daily aggregate balance of which is invested in one or more repurchase agreements.

F. Segregation Transactions — As set forth in the prospectus, the Funds 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 Funds are required to segregate liquid assets, on the books of their custodian, with a daily mark-to-market value equal to or greater than the market value of the corresponding transactions.

G. Commission Recapture — The Funds 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 are made directly to the Funds as cash payments and are included in the net realized gain (loss) on investments in the Statements of Operations.

41

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

3. AGREEMENTS

GSAM, an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”), serves as the investment adviser pursuant to an Investment Management Agreement (the “Agreement”) with the Trust on behalf of the Funds. Under the Agreement, GSAM manages the Funds, 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 Funds’ business affairs, including providing facilities, GSAM is entitled to a fee, (“Management Fee”) computed daily and payable monthly, equal to an annual percentage rate of each 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 Funds which will be effective on a contractual basis in 2006. Effective July 1, 2005, GSAM implemented the fee reduction commitment on a voluntary basis which results in the following annual Management Fee rates:

	Management Fee			Average Daily
Fund	Annual Rate			Net Assets
Large Cap Value		0.75	%	First $1 Billion
		0.68		Next $1 Billion
		0.65		Over $2 Billion
Growth and Income		0.70		First $1 Billion
		0.63		Next $1 Billion
		0.60		Over $2 Billion
Mid Cap Value		0.75		First $2 Billion
		0.68		Over $2 Billion
Small Cap Value		1.00		First $2 Billion
		0.90		Over $2 Billion

     Prior to July 1, 2005, the Funds’ Management Fees as an annual percentage rate of average daily net assets were as follows:

	Management
Fund	Fee
Large Cap Value		0.75	%
Growth and Income		0.70
Mid Cap Value		0.75
Small Cap Value		1.00

42

GOLDMAN SACHS VALUE EQUITY FUNDS 

3. AGREEMENTS (continued)

     GSAM has voluntarily agreed to limit certain “Other Expenses” of the Funds (excluding Management Fees, Distribution and Service fees, Transfer Agency fees, Service Share fees, taxes, interest, brokerage fees and litigation, indemnification, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent such expenses exceed, on an annual basis, a percentage rate of the average daily net assets of each Fund. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Funds are not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.

     For the year ended August 31, 2005, the Other Expense limitations for the Large Cap Value, Growth and Income, Mid Cap Value, and the Small Cap Value Funds as an annual percentage rate of average daily net assets were 0.064%, 0.054%, 0.104% 0.064%, respectively.

     The Trust, on behalf of each Fund, has adopted Distribution and Service Plans (the “Plans”). Under the Plans, Goldman Sachs and/or Authorized Dealers are entitled to a monthly fee for distribution services equal to, on an annual basis, 0.25%, 0.75% and 0.75% of the Funds’ average daily net assets attributable to Class A, Class B and Class C Shares, respectively. Additionally, Goldman Sachs and/or Authorized Dealers are entitled to receive, under the Plans a separate fee for personal and account maintenance services equal to, on an annual basis, 0.25% of the Funds’ average daily net assets attributable to Class B and Class C Shares.

     Goldman Sachs serves as the Distributor of shares of the Funds pursuant to a Distribution Agreement. Goldman Sachs may receive a portion of the Class A sales load and Class B and Class C contingent deferred sales charges. During the year ended August 31, 2005, Goldman Sachs advised the Funds that it retained approximately the following amounts:

			Contingent Deferred Sales Charge
	Sales Load
Fund	Class A		Class B		Class C
Large Cap Value	$	231,700	$	1,000	$	300
Growth and Income		1,344,000		400		200
Mid Cap Value		1,704,400		1,700		900
Small Cap Value		53,600		300		100

     Goldman Sachs also serves as the Transfer Agent of the Funds for a fee. The fees charged for such transfer agency services are calculated daily and payable monthly at an annual rate as follows: 0.19% of the average daily net assets for Class A, Class B and Class C Shares and 0.04% of the average daily net assets for Institutional and Service Shares.

     The Trust, on behalf of each Fund, has adopted a Service Plan and Shareholder Administration Plan for the Service Shares. These Plans allow for Service Shares to compensate service organizations for providing varying levels of personal and account administration and shareholder administration services to their customers who are beneficial owners of such shares. The Service Plan and Shareholder Administration Plan provide for compensation to the service organizations in an amount equal to, on an annualized basis, 0.25% and 0.25%, respectively, of the average daily net asset value of the Service Shares.

43

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

3. AGREEMENTS (continued)

     For the year ended August 31, 2005, GSAM has voluntarily agreed to reimburse certain expenses. In addition, the Funds have entered into certain offset arrangements with the custodian resulting in a reduction in the Funds’ expenses. Goldman Sachs, as Transfer Agent, voluntarily made a payment to the Funds relating to certain earnings credits that reduced transfer agent fees. These expense reductions were as follows (in thousands):

	Management		Other Expense		Transfer		Custody Fee		Total Expense
Fund	Fee Waiver		Reimbursement		Agent Credit		Reduction		Reduction
Large Cap Value	$	—	$	47	$	3	$	6	$	56
Growth and Income		—		135		64		3		202
Mid Cap Value		292		—		6		14		312
Small Cap Value		—		—		13		15		28

     At August 31, 2005, the amounts owed to affiliates were as follows (in thousands):

	Management		Distribution and		Transfer
Fund	Fees		Service Fees		Agent Fees		Total
Large Cap Value	$	569	$	161	$	104	$	834
Growth and Income		621		288		167		1,076
Mid Cap Value		2,750		1,065		569		4,384
Small Cap Value		1,704		433		236		2,373

4. PORTFOLIO SECURITIES TRANSACTIONS

The cost of purchases and proceeds from sales and maturities of long-term securities for the year ended August 31, 2005, were as follows:

Fund	Purchases		Sales and Maturities
Large Cap Value	$	800,136,728	$	476,612,268
Growth and Income		602,910,132		401,650,681
Mid Cap Value		3,883,047,251		1,683,585,644
Small Cap Value		1,043,141,830		846,977,157

44

GOLDMAN SACHS VALUE EQUITY FUNDS 

4. PORTFOLIO SECURITIES TRANSACTIONS (continued)

     For the year ended August 31, 2005, Goldman Sachs earned approximately $47,600, $26,600, $286,500 and $19,000 of brokerage commissions portfolio transactions executed on behalf of the Large Cap Value, Growth and Income, Mid Cap Value and Small Cap Value Funds, respectively.

     During the year ended August 31, 2005, GSAM had voluntarily agreed to reimburse the Goldman Sachs Growth and Income, Mid Cap Value and Small Cap Value Funds approximately $893,200, $304,300 and $339,500, respectively, for certain class action settlements in which the Funds were eligible to participate.

     An investment by the Trust of at least 5% of the voting securities of an issuer makes that issuer an affiliated person (as defined in the 1940 Act) of the Trust and an affiliate (as defined in Rule 6-02(a) of Regulation S-X) of the Trust. The following table provides information about the investments by the Goldman Sachs Small Cap Value Fund in shares of issuers of which the Trust is an affiliate for the year ended August 31, 2005, including income earned from these affiliated issuers.

	Number of
	Shares Held						Number of
	Beginning		Gross		Gross		Shares Held
	of Year		Additions		Reductions		End of Year		Value at End
Name of Affiliated Issuer	(in 000’s)		(in 000’s)		(in 000’s)		(in 000’s)		of Year		Income
Caraustar Industries, Inc.		1,825		275		184		1,916	$	22,241,486	$	—
Fox & Hound Restaurant Group		484		25		—		509		6,000,874		—
Lionbridge Technologies, Inc.		2,565		962		602		2,925		19,654,542		—
Lydall, Inc.		838		39		42		835		7,321,293		—
Radiologix, Inc.		1,591		75		163		1,503		6,086,437		—
Southcoast Financial Corp.		148		23		—		171		3,893,018		—
Wabash National Corp.		1,051		791		—		1,842		38,347,234		137,173

5. SECURITIES LENDING

Pursuant to exemptive relief granted by the SEC and the terms and conditions contained therein, the Funds may lend their 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 Funds’ security 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. The market value of the loaned securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. As with other extensions of credit, the Funds bear the risk of delay on recovery or loss of rights in the collateral should the borrower of the securities fail financially.

45

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

5. SECURITIES LENDING (continued)

     Both the Funds and BGA receive compensation relating to the lending of the Funds’ securities. The amounts earned by the Funds for the year ended August 31, 2005, are reported parenthetically on the Statements of Operations. The Funds invest 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 Funds bear the risk of incurring a loss from the investment of cash collateral due to either credit or market factors.

     The table below details the following items as of or for the year ended August 31, 2005:

									Amount Payable
					Earnings of BGA		Earnings Received		to Goldman Sachs
	Market Value		Cash Collateral		Relating to Securities		From Lending to		Upon Return
	of Securities		Received for Loans		Loaned for the		Goldman Sachs		of Securities
	on Loan as of		Outstanding as of		Year Ended		for the Year Ended		Loaned as of
Fund	August 31, 2005		August 31, 2005		August 31, 2005		August 31, 2005		August 31, 2005
Large Cap Value	$	23,374,500	$	23,725,000	$	3,593	$	—	$	—
Growth and Income		28,291,698		28,848,175		5,416		326		—
Mid Cap Value		174,762,468		174,080,550		38,896		6,490		12,674,525
Small Cap Value		237,601,152		240,892,940		150,609		193,454		16,527,975

6. LINE OF CREDIT FACILITY

The Funds participate in a $350,000,000 committed, unsecured revolving line of credit facility. Under the most restrictive arrangement, the Funds 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. The committed facility also requires a fee to be paid by the Funds based on the amount of the commitment that has not been utilized. During the year ended August 31, 2005, the Funds did not have any borrowings under this facility.

46

GOLDMAN SACHS VALUE EQUITY FUNDS 

7. ADDITIONAL TAX INFORMATION

The tax character of distributions paid during the fiscal year ended August 31, 2004 was as follows:

			Large Cap		Growth and		Mid Cap		Small Cap
			Value Fund		Income Fund		Value Fund		Value Fund
Distributions paid from:
	Ordinary income		$	3,356,302	$	6,194,789	$	7,021,545	$	—
	Net long-term capital gains			—		—		—		19,949,278
		Total taxable distributions	$	3,356,302	$	6,194,789	$	7,021,545	$	19,949,278

     The tax character of distributions paid during the fiscal year ended August 31, 2005 was as follows:

			Large Cap		Growth and		Mid Cap		Small Cap
			Value Fund		Income Fund		Value Fund		Value Fund
Distributions paid from:
	Ordinary income		$	5,076,871	$	12,013,161	$	28,619,505	$	10,083,033
	Net long-term capital gains			4,164,724		—		134,164,146		100,740,111
		Total taxable distributions	$	9,241,595	$	12,013,161	$	162,783,651	$	110,823,144

     As of August 31, 2005, the components of accumulated earnings (losses) on a tax basis were as follows:

		Large Cap		Growth and			Mid Cap		Small Cap
		Value Fund		Income Fund			Value Fund		Value Fund
Undistributed ordinary income — net		$	20,225,483	$	1,341,509		$	85,331,049	$	14,128,020
Undistributed long-term capital gains			45,191,853		—			211,457,049		108,412,445
	Total undistributed earnings		65,417,336		1,341,509			296,788,098		122,540,465
Capital loss carryforward:*
	Expiring 2010		—		(2,087,904	)		—		—
	Expiring 2011		—		(22,494,322	)		—		—
	Total capital loss carryforward		—		(24,582,226	)		—		—
Unrealized gains — net			71,424,917		111,079,523			552,642,576		310,958,535
Total accumulated earnings — net		$	136,842,253	$	87,838,806		$	849,430,674	$	433,499,000

*  Expiration occurs on August 31 of the year indicated. Utilization of these losses may be limited under the Internal Revenue Code.

47

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

7. ADDITIONAL TAX INFORMATION (continued)

     At August 31, 2005, the Funds’ aggregate security unrealized gains and losses based on cost for U.S. federal income tax purposes were as follows:

			Large Cap			Growth and			Mid Cap			Small Cap
			Value Fund			Income Fund			Value Fund			Value Fund
Tax Cost:			$	849,456,654		$	966,670,354		$	4,327,267,136		$	1,932,925,146
	Gross unrealized gain			86,254,654			126,261,559			577,853,656			378,654,084
	Gross unrealized loss			(14,829,737	)		(15,182,036	)		(25,211,080	)		(67,695,549	)
		Net unrealized security gain (loss)	$	71,424,917		$	111,079,523		$	552,642,576		$	310,958,535

     The difference between book-basis and tax-basis unrealized gains (losses) is attributable to wash sales and differences related to the tax treatment of partnership investments and return of capital distributions from underlying fund investments.

8. CERTAIN RECLASSIFICATIONS

In order to present certain components of the Funds’ capital accounts on a tax basis, certain reclassifications have been recorded to the Funds’ accounts. These reclassifications have no impact on the net asset value of the Funds. Reclassifications result primarily from the difference in the tax treatment of partnership investments, redemptions utilized as distributions and the capital loss carryforward assumed in the reorganization described in footnote 9.

			Accumulated
			Net Realized			Accumulated
			Gain (Loss) on			Undistributed
			Investment			Net Investment
Fund	Paid-in Capital		Transactions			Income
Large Cap Value Fund	$	4,251,316	$	(3,843,435	)	$	(407,881	)
Growth and Income Fund		3,388,279		(3,388,177	)		(102	)
Mid Cap Value Fund		24,567,802		(23,819,773	)		(748,029	)
Small Cap Value Fund		21,551,163		(22,747,580	)		1,196,417

48

GOLDMAN SACHS VALUE EQUITY FUNDS 

9. OTHER MATTERS

As of August 31, 2005, Goldman, Sachs & Co. Employees Profit Sharing Master Trust was the beneficial owner of approximately 6% and 7% of the outstanding shares of the Large Cap Value and Mid Cap Value Funds, respectively.

Mergers and Reorganizations — At a meeting held on August 5, 2004, the Board of Trustees of the Trust approved an Agreement and Plan of Reorganization (“the Agreement”) providing for the tax-free acquisition of the Golden Oak Value and the Golden Oak Small Cap Value Funds into the Goldman Sachs Large Cap Value and Goldman Sachs Small Cap Value Funds, respectively. The acquisition was completed on September 28, 2004.

     Pursuant to the Agreement, the assets and liabilities of the Golden Oak Value and the Golden Oak Small Cap Value Funds (“Acquired Funds”) Institutional Class and Class A were transferred into the Goldman Sachs Large Cap Value and Goldman Sachs Small Cap Value Funds (“Survivor Funds”) Institutional Class and Class A, respectively, in a tax-free exchange as follows:

	Exchanged				Acquired
	Shares		Value of		Fund’s Shares
	of Survivor		Exchanged		Outstanding on
Survivor/Acquired Fund	Issued		Shares		September 28, 2004
Goldman Sachs Large Cap Value Class A/ Golden Oak Value Class A		504,066	$	6,003,614		705,289
Goldman Sachs Large Cap Value Institutional Class/ Golden Oak Value Institutional Class		4,610,585		55,421,963		6,479,508
Goldman Sachs Small Cap Value Class A/ Golden Oak Small Cap Value Class A		168,713		6,856,556		715,037
Goldman Sachs Small Cap Value Institutional Class/ Golden Oak Small Cap Value Institutional Class		623,019		25,873,281		2,675,696

     The following chart shows the Survivor Funds’ and Acquired Funds’ aggregate net assets (immediately before and after the completion of the acquisition) and the acquired funds’ unrealized appreciation.

	Survivor Fund’s		Acquired Fund’s				Survivor Fund’s
	Aggregate Net		Aggregate Net		Acquired Fund’s		Aggregate Net
	Assets Before		Assets Before		Unrealized		Assets Immediately
Survivor/Acquired Fund	Acquisition		Acquisition		Appreciation		After Acquisition
Goldman Sachs Large Cap Value/ Golden Oak Value	$	496,303,016	$	61,425,577	$	4,222,034	$	557,728,593
Goldman Sachs Small Cap Value/ Golden Oak Small Cap Value		1,588,484,785		32,729,837		7,232,645		1,621,214,622

49

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

9. OTHER MATTERS (continued)

     At a meeting held on November 4, 2004, the Board of Trustees of the Trust approved an Agreement and Plan of Reorganization (“the Agreement”) providing for the tax-free acquisition of the Expedition Equity Income Fund into the Goldman Sachs Growth and Income Fund. The acquisition was completed on February 28, 2005.

     Pursuant to the Agreement, the assets and liabilities of the Expedition Equity Income (“Acquired Fund”) Institutional Class, Class A and Class B were transferred into the Goldman Sachs Growth and Income Fund (“Survivor”) Institutional Class, Class A and Class B, respectively, in a tax-free exchange as follows:

	Exchanged				Acquired
	Shares		Value of		Fund’s Shares
	of Survivor		Exchanged		Outstanding on
Survivor/Acquired Fund	Issued		Shares		February 25, 2005
Goldman Sachs Growth and Income Class A/ Expedition Equity Income Class A		11,042	$	282,016		36,029
Goldman Sachs Growth and Income Class B/ Expedition Equity Income Class B		26,027		647,035		83,634
Goldman Sachs Growth and Income Institutional Class/ Expedition Equity Income Institutional Class		286,716		7,411,580		945,467

     The following chart shows the Survivor Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized appreciation and capital loss carryforwards. Utilization of the Acquired Fund’s capital loss carryforward may be limited under the Internal Revenue Code..

	Survivor Fund’s		Acquired Fund’s							Survivor Fund’s
	Aggregate Net		Aggregate Net		Acquired Fund’s		Acquired Fund’s			Aggregate Net
	Assets Before		Assets Before		Unrealized		Capital Loss			Assets Immediately
Survivor/Acquired Fund	Acquisition		Acquisition		Appreciation		Carryforward			After Acquisition
Goldman Sachs Growth and Income/ Expedition Equity Income	$	945,115,028	$	8,340,631	$	1,424,882	$	(7,347,465	)	$	953,455,659

50

GOLDMAN SACHS VALUE EQUITY FUNDS 

9. OTHER MATTERS (continued)

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 Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds and the Trustees and Officers of the 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. 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 GSAM and GSAMI used 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 in connection with the foregoing.

     Based on currently available information, GSAM and GSAMI believe that the likelihood that the pending purported class action and derivative action lawsuits will have a material adverse financial impact on the Funds 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.

51

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

10. SUMMARY OF SHARE TRANSACTIONS

Share activity is as follows:

	Large Cap Value Fund
	For the Year Ended						For the Year Ended
	August 31, 2005						August 31, 2004
	Shares			Dollars			Shares			Dollars
Class A Shares
Shares sold		20,232,385		$	258,943,402			10,146,239		$	113,881,281
Shares issued in connection with merger		504,066			6,003,614			—			—
Shares converted from Class B(a)		24,029			310,034			1,216			14,354
Reinvestments of dividends and distributions		323,625			4,106,793			169,785			1,791,232
Shares repurchased		(7,121,291	)		(91,120,228	)		(8,352,241	)		(92,516,551	)
		13,962,814			178,243,615			1,964,999			23,170,316
Class B Shares
Shares sold		729,370			9,108,324			360,951			3,949,254
Shares issued in connection with merger		—			—			—			—
Shares converted to Class A(a)		(24,532	)		(310,034	)		(1,243	)		(14,354	)
Reinvestments of dividends and distributions		10,871			135,563			2,865			29,712
Shares repurchased		(281,344	)		(3,524,308	)		(305,361	)		(3,330,121	)
		434,365			5,409,545			57,212			634,491
Class C Shares
Shares sold		1,755,932			22,034,146			404,931			4,451,573
Reinvestments of dividends and distributions		11,252			139,970			3,817			39,540
Shares repurchased		(162,101	)		(2,025,786	)		(219,474	)		(2,400,432	)
		1,605,083			20,148,330			189,274			2,090,681
Institutional Shares
Shares sold		10,509,730			135,151,581			6,022,356			69,122,695
Shares issued in connection with merger		4,610,585			55,421,963			—			—
Reinvestments of dividends and distributions		205,576			2,625,219			67,473			715,892
Shares repurchased		(4,875,272	)		(63,050,030	)		(2,525,982	)		(28,127,449	)
		10,450,619			130,148,733			3,563,847			41,711,138
Service Shares
Shares sold		200,071			2,559,011			17,086			189,634
Reinvestments of dividends and distributions		95			1,204			80			845
Shares repurchased		(22,813	)		(297,203	)		(5,976	)		(67,678	)
		177,353			2,263,012			11,190			122,801
NET INCREASE		26,630,234		$	336,213,235			5,786,522		$	67,729,427

(a)  Class B Shares automatically convert into Class A Shares at the end of the calendar quarter that is eight years after the initial purchase date of either the Fund or another Goldman Sachs Fund.

52

GOLDMAN SACHS VALUE EQUITY FUNDS 

Growth and Income Fund
For the Year Ended						For the Year Ended
August 31, 2005						August 31, 2004
Shares			Dollars			Shares			Dollars
	11,218,549		$	277,092,419			9,654,335		$	206,049,816
	11,042			282,016			—			—
	302,000			7,525,820			19,197			436,167
	444,288			10,858,777			265,335			5,630,972
	(3,637,580	)		(89,762,636	)		(2,975,464	)		(64,191,272	)
	8,338,299			205,996,396			6,963,403			147,925,683
	709,246			17,038,996			648,116			13,537,871
	26,027			647,035			—			—
	(310,397	)		(7,525,820	)		(19,727	)		(436,167	)
	27,307			647,810			15,518			316,043
	(924,545	)		(22,263,938	)		(820,253	)		(17,319,601	)
	(472,362	)		(11,455,917	)		(176,346	)		(3,901,854	)
	232,581			5,594,367			158,382			3,318,002
	4,074			96,674			2,033			41,453
	(132,553	)		(3,194,373	)		(130,389	)		(2,727,881	)
	104,102			2,496,668			30,026			631,574
	321,372			8,052,481			36,911			828,661
	286,716			7,411,580			—			—
	4,775			118,497			2,654			56,695
	(70,523	)		(1,755,275	)		(24,269	)		(537,095	)
	542,340			13,827,283			15,296			348,261
	4,972			121,818			9,112			195,483
	545			13,285			558			11,483
	(15,764	)		(391,867	)		(71,212	)		(1,451,257	)
	(10,247	)		(256,764	)		(61,542	)		(1,244,291	)
	8,502,132		$	210,607,666			6,770,837		$	143,759,373

53

 GOLDMAN SACHS VALUE EQUITY FUNDS

Notes to Financial Statements (continued)

August 31, 2005

10. SUMMARY OF SHARE TRANSACTIONS (continued)

Share activity is as follows:

	Mid Cap Value Fund
	For the Year Ended						For the Year Ended
	August 31, 2005						August 31, 2004
	Shares			Dollars			Shares			Dollars
Class A Shares
Shares sold		52,847,603		$	1,793,159,144			16,993,838		$	498,048,993
Shares issued in connection with merger		—			—			—			—
Shares converted from Class B(a)		53,927			1,820,499			4,372			136,800
Reinvestments of dividends and distributions		2,623,925			84,779,024			128,325			3,538,016
Shares repurchased		(11,604,909	)		(396,640,773	)		(7,328,014	)		(211,616,054	)
		43,920,546			1,483,117,894			9,798,521			290,107,755
Class B Shares
Shares sold		2,091,588			68,393,484			1,140,836			32,736,850
Shares converted to Class A(a)		(55,102	)		(1,820,499	)		(4,452	)		(136,800	)
Reinvestments of dividends and distributions		344,970			10,928,664			—			—
Shares repurchased		(776,811	)		(25,863,761	)		(659,914	)		(18,796,100	)
		1,604,645			51,637,888			476,470			13,803,950
Class C Shares
Shares sold		7,459,399			244,851,759			1,504,928			43,324,476
Reinvestments of dividends and distributions		254,402			8,016,205			1,697			45,935
Shares repurchased		(817,201	)		(27,404,360	)		(484,477	)		(13,728,903	)
		6,896,600			225,463,604			1,022,148			29,641,508
Institutional Shares
Shares sold		18,323,540			627,237,233			6,717,663			200,181,301
Shares issued in connection with merger		—			—			—			—
Reinvestments of dividends and distributions		1,246,311			40,467,725			84,146			2,327,483
Shares repurchased		(3,188,852	)		(109,798,492	)		(2,447,385	)		(71,934,853	)
		16,380,999			557,906,466			4,354,424			130,573,931
Service Shares
Shares sold		1,906,377			65,490,892			433,072			12,847,478
Reinvestments of dividends and distributions		37,890			1,218,156			1,000			27,431
Shares repurchased		(239,765	)		(8,174,470	)		(96,952	)		(2,879,200	)
		1,704,502			58,534,578			337,120			9,995,709
NET INCREASE		70,507,292		$	2,376,660,430			15,988,683		$	474,122,853

(a)  Class B Shares automatically convert into Class A Shares at the end of the calendar quarter that is eight years after the initial purchase date of either the Fund or another Goldman Sachs Fund.

54

GOLDMAN SACHS VALUE EQUITY FUNDS 

Small Cap Value Fund
For the Year Ended						For the Year Ended
August 31, 2005						August 31, 2004
Shares			Dollars			Shares			Dollars
	7,878,912		$	326,096,886			13,558,759		$	514,567,379
	168,713			6,856,556			—			—
	63,190			2,583,337			3,099			122,869
	1,425,983			58,836,071			324,253			11,822,409
	(8,108,006	)		(334,596,469	)		(7,994,512	)		(304,095,524	)
	1,428,792			59,776,381			5,891,599			222,417,133
	74,259			2,905,391			684,755			24,249,757
	(67,862	)		(2,583,337	)		(3,295	)		(122,869	)
	185,044			7,126,040			51,935			1,788,126
	(603,785	)		(23,156,746	)		(560,153	)		(19,955,591	)
	(412,344	)		(15,708,652	)		173,242			5,959,423
	301,803			11,673,874			1,572,631			56,170,817
	200,068			7,698,671			43,793			1,506,471
	(716,344	)		(27,464,729	)		(534,836	)		(19,170,635	)
	(214,473	)		(8,092,184	)		1,081,588			38,506,653
	8,456,068			358,127,438			6,489,222			251,113,432
	623,019			25,873,281			—			—
	539,413			22,795,589			53,550			1,988,840
	(3,112,224	)		(132,894,806	)		(1,673,238	)		(65,093,380	)
	6,506,276			273,901,502			4,869,534			188,008,892
	408,644			16,809,737			483,169			18,578,193
	32,367			1,321,222			2,021			73,035
	(186,261	)		(7,606,867	)		(115,380	)		(4,345,750	)
	254,750			10,524,092			369,810			14,305,478
	7,563,001		$	320,401,139			12,385,773		$	469,197,579

55

 GOLDMAN SACHS LARGE CAP VALUE FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

			Income (loss) from									Distributions
			investment operations									to shareholders
	Net asset
	value,		Net			Net realized			Total from			From net			From net
	beginning		investment			and unrealized			investment			investment			realized			Total
Year - Share Class	of year		income (loss)(a)			gain (loss)			operations			income			gains			distributions
FOR THE YEARS ENDED AUGUST 31,
2005 - A	$	11.80	$	0.13	(d)	$	1.65		$	1.78		$	(0.09	)	$	(0.09	)	$	(0.18	)
2005 - B		11.54		0.04	(d)		1.61			1.65			(0.01	)		(0.09	)		(0.10	)
2005 - C		11.53		0.03	(d)		1.61			1.64			(0.02	)		(0.09	)		(0.11	)
2005 - Institutional		11.90		0.19	(d)		1.66			1.85			(0.14	)		(0.09	)		(0.23	)
2005 - Service		11.80		0.12	(d)		1.65			1.77			(0.11	)		(0.09	)		(0.20	)
2004 - A		9.86		0.08			1.95			2.03			(0.09	)		—			(0.09	)
2004 - B		9.66		—	(c)		1.91			1.91			(0.03	)		—			(0.03	)
2004 - C		9.67		—	(c)		1.90			1.90			(0.04	)		—			(0.04	)
2004 - Institutional		9.95		0.12			1.96			2.08			(0.13	)		—			(0.13	)
2004 - Service		9.91		0.06			1.96			2.02			(0.13	)		—			(0.13	)
2003 - A		9.24		0.08			0.63			0.71			(0.09	)		—			(0.09	)
2003 - B		9.11		0.01			0.61			0.62			(0.07	)		—			(0.07	)
2003 - C		9.11		0.01			0.62			0.63			(0.07	)		—			(0.07	)
2003 - Institutional		9.29		0.12			0.64			0.76			(0.10	)		—			(0.10	)
2003 - Service		9.29		0.08			0.63			0.71			(0.09	)		—			(0.09	)
2002 - A		10.21		0.08			(1.01	)		(0.93	)		(0.04	)		—			(0.04	)
2002 - B		10.10		—	(c)		(0.99	)		(0.99	)		—			—			—
2002 - C		10.10		—	(c)		(0.99	)		(0.99	)		—			—			—
2002 - Institutional		10.24		0.12			(1.01	)		(0.89	)		(0.06	)		—			(0.06	)
2002 - Service		10.23		0.08			(1.00	)		(0.92	)		(0.02	)		—			(0.02	)
2001 - A		10.39		0.08			(0.20	)		(0.12	)		(0.06	)		—			(0.06	)
2001 - B		10.33		(0.01	)		(0.19	)		(0.20	)		(0.03	)		—			(0.03	)
2001 - C		10.32		(0.01	)		(0.19	)		(0.20	)		(0.02	)		—			(0.02	)
2001 - Institutional		10.40		0.12			(0.20	)		(0.08	)		(0.08	)		—			(0.08	)
2001 - Service		10.38		0.08			(0.20	)		(0.12	)		(0.03	)		—			(0.03	)

(a)	Calculated based on the average shares outstanding methodology.
(b)	Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)	Less than $0.005 per share.
(d)	Reflects income recognized from a special dividend which amounted to $0.03 per share and 0.21% of average net assets.

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

56

GOLDMAN SACHS LARGE CAP VALUE FUND 

													Ratios assuming no
													expense reductions
										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			income (loss)			total expenses			income (loss)			Portfolio
value, end		Total			year		to average			to average			to average			to average			turnover
of year		return(b)			(in 000s)		net assets			net assets			net assets			net assets			rate
$	13.40		15.16	%	$	518,376		1.25	%		1.03	%(d)		1.26	%		1.02	%(d)		70	%
	13.09		14.35			25,040		2.00			0.29	(d)		2.01			0.28	(d)		70
	13.06		14.28			37,503		2.00			0.25	(d)		2.01			0.24	(d)		70
	13.52		15.61			321,210		0.85			1.45	(d)		0.86			1.44	(d)		70
	13.37		15.08			2,523		1.35			0.87	(d)		1.36			0.86	(d)		70
	11.80		20.71			291,795		1.25			0.68			1.28			0.65			72
	11.54		19.76			17,069		2.00			(0.07	)		2.03			(0.10	)		72
	11.53		19.74			14,601		2.00			(0.07	)		2.03			(0.10	)		72
	11.90		21.07			158,316		0.85			1.07			0.88			1.04			72
	11.80		20.51			134		1.35			0.48			1.38			0.45			72
	9.86		7.77			224,605		1.26			0.91			1.30			0.87			78
	9.66		6.92			13,740		2.01			0.16			2.05			0.12			78
	9.67		7.03			10,417		2.01			0.15			2.05			0.11			78
	9.95		8.27			96,895		0.86			1.31			0.90			1.27			78
	9.91		7.74			2		1.36			0.82			1.40			0.78			78
	9.24		(9.12	)		232,501		1.26			0.80			1.32			0.74			91
	9.11		(9.80	)		11,772		2.01			0.04			2.07			(0.02	)		91
	9.11		(9.80	)		4,420		2.01			0.05			2.07			(0.01	)		91
	9.29		(8.73	)		78,146		0.86			1.19			0.92			1.13			91
	9.29		(9.03	)		1		1.36			0.84			1.42			0.78			91
	10.21		(1.21	)		123,013		1.25			0.73			1.83			0.15			69
	10.10		(1.98	)		8,830		2.00			(0.06	)		2.58			(0.64	)		69
	10.10		(1.96	)		3,636		2.00			(0.05	)		2.58			(0.63	)		69
	10.24		(0.81	)		50,740		0.85			1.09			1.43			0.51			69
	10.23		(1.17	)		2		1.35			0.80			1.93			0.22			69

57

 GOLDMAN SACHS GROWTH AND INCOME FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

			Income (loss) from									Distributions
			investment operations									to shareholders
	Net asset
	value,		Net			Net realized			Total from			From net
	beginning		investment			and unrealized			investment			investment
Year - Share Class	of year		income (loss)(a)			gain (loss)			operations			income
FOR THE YEARS ENDED AUGUST 31,
2005 - A	$	22.88	$	0.41	(c)	$	2.61	(e)	$	3.02		$	(0.35	)
2005 - B		22.27		0.22	(c)		2.54	(e)		2.76			(0.17	)
2005 - C		22.21		0.22	(c)		2.53	(e)		2.75			(0.18	)
2005 - Institutional		23.15		0.52	(c)		2.63	(e)		3.15			(0.44	)
2005 - Service		22.87		0.38	(c)		2.61	(e)		2.99			(0.32	)
2004 - A		19.22		0.22			3.67			3.89			(0.23	)
2004 - B		18.72		0.05			3.58			3.63			(0.08	)
2004 - C		18.67		0.05			3.57			3.62			(0.08	)
2004 - Institutional		19.44		0.31			3.72			4.03			(0.32	)
2004 - Service		19.19		0.19			3.68			3.87			(0.19	)
2003 - A		18.01		0.25			1.21			1.46			(0.25	)
2003 - B		17.55		0.12			1.17			1.29			(0.12	)
2003 - C		17.51		0.12			1.16			1.28			(0.12	)
2003 - Institutional		18.22		0.33			1.21			1.54			(0.32	)
2003 - Service		17.98		0.23			1.21			1.44			(0.23	)
2002 - A		19.66		0.18			(1.69	)		(1.51	)		(0.14	)
2002 - B		19.23		0.04			(1.65	)		(1.61	)		(0.07	)
2002 - C		19.19		0.04			(1.65	)		(1.61	)		(0.07	)
2002 - Institutional		19.84		0.22			(1.66	)		(1.44	)		(0.18	)
2002 - Service		19.63		0.16			(1.68	)		(1.52	)		(0.13	)
2001 - A		24.78		0.01			(5.13	)		(5.12	)		—
2001 - B		24.42		(0.15	)		(5.04	)		(5.19	)		—
2001 - C		24.37		(0.15	)		(5.03	)		(5.18	)		—
2001 - Institutional		24.91		0.11			(5.18	)		(5.07	)		—
2001 - Service		24.77		(0.01	)		(5.13	)		(5.14	)		—

(a)	Calculated based on the average shares outstanding methodology.
(b)	Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)	Reflects income recognized from a special dividend which amounted to $0.05 per share and 0.20% of average net assets.
(d)	Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 13.33%, 12.45%, 12.45%, 13.78% and 13.20% for Class A, Class B, Class C, Institutional and Service Shares, respectively.
(e)	Reflects an increase of $0.02 due to payments by affiliates during the period to reimburse certain security claims.

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

58

GOLDMAN SACHS GROWTH AND INCOME FUND 

													Ratios assuming no
													expense reductions
										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			income (loss)			total expenses			income (loss)			Portfolio
value, end		Total			year		to average			to average			to average			to average			turnover
of year		return(b)			(in 000s)		net assets			net assets			net assets			net assets			rate
$	25.55		13.37	%(d)	$	924,479		1.19	%		1.65	%(c)		1.21	%		1.63	%(c)		45	%
	24.86		12.50	(d)		92,469		1.94			0.91	(c)		1.96			0.89	(c)		45
	24.78		12.49	(d)		16,149		1.94			0.89	(c)		1.96			0.87	(c)		45
	25.86		13.83	(d)		19,226		0.79			1.94	(c)		0.81			1.92	(c)		45
	25.54		13.24	(d)		1,083		1.29			1.57	(c)		1.31			1.55	(c)		45
	22.88		20.27			637,130		1.19			1.02			1.21			1.00			54
	22.27		19.38			93,367		1.94			0.27			1.96			0.25			54
	22.21		19.40			12,159		1.94			0.27			1.96			0.25			54
	23.15		20.75			4,659		0.79			1.43			0.81			1.41			54
	22.87		20.14			1,204		1.29			0.94			1.31			0.92			54
	19.22		8.25			401,439		1.20			1.42			1.24			1.38			55
	18.72		7.43			81,765		1.95			0.68			1.99			0.64			55
	18.67		7.39			9,661		1.95			0.68			1.99			0.64			55
	19.44		8.63			3,615		0.80			1.83			0.84			1.79			55
	19.19		8.14			2,191		1.30			1.33			1.34			1.29			55
	18.01		(7.74	)		291,151		1.20			0.95			1.22			0.93			89
	17.55		(8.42	)		76,772		1.95			0.19			1.97			0.17			89
	17.51		(8.42	)		9,336		1.95			0.21			1.97			0.19			89
	18.22		(7.36	)		4,539		0.80			1.12			0.82			1.10			89
	17.98		(7.80	)		3,819		1.30			0.83			1.32			0.81			89
	19.66		(20.66	)		355,205		1.19			0.07			1.21			0.05			40
	19.23		(21.25	)		98,747		1.94			(0.68	)		1.96			(0.70	)		40
	19.19		(21.22	)		10,360		1.94			(0.68	)		1.96			(0.70	)		40
	19.84		(20.32	)		28,201		0.79			0.49			0.81			0.47			40
	19.63		(20.75	)		5,581		1.29			(0.03	)		1.31			(0.05	)		40

59

 GOLDMAN SACHS MID CAP VALUE FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

			Income (loss) from							Distributions
			investment operations							to shareholders
	Net asset
	value,		Net			Net realized		Total from		From net			From net
	beginning		investment			and unrealized		investment		investment			realized			Total
Year - Share Class	of year		income (loss)(a)			gain		operations		income			gains			distributions
FOR THE YEARS ENDED AUGUST 31,
2005 - A	$	30.82	$	0.15		$	8.36	$	8.51	$	(0.10	)	$	(2.35	)	$	(2.45	)
2005 - B		30.23		(0.11	)		8.19		8.08		—			(2.35	)		(2.35	)
2005 - C		30.08		(0.11	)		8.14		8.03		—			(2.35	)		(2.35	)
2005 - Institutional		31.01		0.29			8.41		8.70		(0.19	)		(2.35	)		(2.54	)
2005 - Service		30.68		0.12			8.31		8.43		(0.09	)		(2.35	)		(2.44	)
2004 - A		25.37		0.11			5.51		5.62		(0.17	)		—			(0.17	)
2004 - B		24.92		(0.11	)		5.42		5.31		—			—			—
2004 - C		24.81		(0.11	)		5.40		5.29		(0.02	)		—			(0.02	)
2004 - Institutional		25.49		0.23			5.53		5.76		(0.24	)		—			(0.24	)
2004 - Service		25.26		0.09			5.51		5.60		(0.18	)		—			(0.18	)
2003 - A		24.17		0.19			1.65		1.84		(0.14	)		(0.50	)		(0.64	)
2003 - B		23.80		0.02			1.62		1.64		(0.02	)		(0.50	)		(0.52	)
2003 - C		23.73		0.02			1.60		1.62		(0.04	)		(0.50	)		(0.54	)
2003 - Institutional		24.24		0.29			1.66		1.95		(0.20	)		(0.50	)		(0.70	)
2003 - Service		24.12		0.17			1.65		1.82		(0.18	)		(0.50	)		(0.68	)
2002 - A		24.34		0.18			0.45		0.63		(0.18	)		(0.62	)		(0.80	)
2002 - B		24.01		(0.01	)		0.45		0.44		(0.03	)		(0.62	)		(0.65	)
2002 - C		23.98		(0.01	)		0.45		0.44		(0.07	)		(0.62	)		(0.69	)
2002 - Institutional		24.35		0.27			0.45		0.72		(0.21	)		(0.62	)		(0.83	)
2002 - Service		24.14		0.16			0.44		0.60		—			(0.62	)		(0.62	)
2001 - A		19.88		0.24			4.37		4.61		(0.15	)		—			(0.15	)
2001 - B		19.69		0.06			4.33		4.39		(0.07	)		—			(0.07	)
2001 - C		19.67		0.06			4.33		4.39		(0.08	)		—			(0.08	)
2001 - Institutional		19.86		0.33			4.36		4.69		(0.20	)		—			(0.20	)
2001 - Service		19.73		0.21			4.34		4.55		(0.14	)		—			(0.14	)

(a)

Calculated based on the average shares outstanding methodology.

(b)

Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

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

60

GOLDMAN SACHS MID CAP VALUE FUND 

													Ratios assuming no
													expense reductions
										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			income (loss)			total expenses			income (loss)			Portfolio
value, end		Total			year		to average			to average			to average			to average			turnover
of year		return(b)			(in 000s)		net assets			net assets			net assets			net assets			rate
$	36.88		28.68	%	$	2,714,610		1.22	%		0.43	%		1.23	%		0.42	%		58	%
	35.96		27.76			234,405		1.97			(0.34	)		1.98			(0.35	)		58
	35.76		27.73			360,806		1.97			(0.31	)		1.98			(0.32	)		58
	37.17		29.20			1,253,069		0.82			0.82			0.83			0.81			58
	36.67		28.55			79,224		1.32			0.35			1.33			0.34			58
	30.82		22.24			915,091		1.24			0.37			1.24			0.37			71
	30.23		21.31			148,555		1.99			(0.38	)		1.99			(0.38	)		71
	30.08		21.35			96,007		1.99			(0.37	)		1.99			(0.37	)		71
	31.01		22.71			537,533		0.84			0.78			0.84			0.78			71
	30.68		22.27			13,997		1.34			0.30			1.34			0.30			71
	25.37		7.88			504,693		1.25			0.83			1.25			0.83			80
	24.92		7.09			110,569		2.00			0.09			2.00			0.09			80
	24.81		7.07			53,835		2.00			0.09			2.00			0.09			80
	25.49		8.34			330,827		0.85			1.24			0.85			1.24			80
	25.26		7.83			3,008		1.35			0.72			1.35			0.72			80
	24.17		2.67			342,976		1.27			0.72			1.27			0.72			92
	23.80		1.90			89,434		2.02			(0.04	)		2.02			(0.04	)		92
	23.73		1.87			39,498		2.02			(0.03	)		2.02			(0.03	)		92
	24.24		3.05			318,916		0.87			1.11			0.87			1.11			92
	24.12		2.55			921		1.37			0.63			1.37			0.63			92
	24.34		23.29			96,568		1.29			1.05			1.32			1.02			101
	24.01		22.33			42,813		2.04			0.28			2.07			0.25			101
	23.98		22.37			16,094		2.04			0.28			2.07			0.25			101
	24.35		23.75			247,212		0.89			1.43			0.92			1.40			101
	24.14		23.17			256		1.39			0.94			1.42			0.91			101

61

 GOLDMAN SACHS SMALL CAP VALUE FUND

Financial Highlights

Selected Data for a Share Outstanding Throughout Each Year

			Income (loss) from									Distributions
			investment operations									to shareholders
	Net asset
	value,		Net			Net realized			Total from			From net			From net
	beginning		investment			and unrealized			investment			investment			realized			Total
Year - Share Class	of year		income (loss)(a)			gain (loss)			operations			income			gains			distributions
FOR THE YEARS ENDED AUGUST 31,
2005 - A	$	39.25	$	0.06		$	6.39	(e)	$	6.45		$	—		$	(2.63	)	$	(2.63	)
2005 - B		36.86		(0.23	)		5.98	(e)		5.75			—			(2.63	)		(2.63	)
2005 - C		36.84		(0.23	)		5.97	(e)		5.74			—			(2.63	)		(2.63	)
2005 - Institutional		40.09		0.20			6.58	(e)		6.78			—			(2.63	)		(2.63	)
2005 - Service		38.86		—	(c)		6.35	(e)		6.35			—			(2.63	)		(2.63	)
2004 - A		33.77		(0.16	)		6.29			6.13			—			(0.65	)		(0.65	)
2004 - B		31.99		(0.43	)		5.95			5.52			—			(0.65	)		(0.65	)
2004 - C		31.96		(0.43	)		5.96			5.53			—			(0.65	)		(0.65	)
2004 - Institutional		34.35		(0.01	)		6.40			6.39			—			(0.65	)		(0.65	)
2004 - Service		33.48		(0.21	)		6.24			6.03			—			(0.65	)		(0.65	)
2003 - A		27.79		—	(c)		6.03			6.03			(0.02	)		(0.03	)		(0.05	)
2003 - B		26.50		(0.19	)		5.71			5.52			—			(0.03	)		(0.03	)
2003 - C		26.48		(0.20	)		5.71			5.51			—			(0.03	)		(0.03	)
2003 - Institutional		28.25		0.12			6.13			6.25			(0.12	)		(0.03	)		(0.15	)
2003 - Service		27.56		(0.02	)		5.97			5.95			—			(0.03	)		(0.03	)
2002 - A		28.55		0.09			(0.76	)		(0.67	)		(0.09	)		—			(0.09	)
2002 - B		27.35		(0.12	)		(0.73	)		(0.85	)		—			—			—
2002 - C		27.38		(0.13	)		(0.77	)		(0.90	)		—			—			—
2002 - Institutional		28.98		0.21			(0.76	)		(0.55	)		(0.18	)		—			(0.18	)
2002 - Service		28.43		0.05			(0.74	)		(0.69	)		(0.18	)		—			(0.18	)
2001 - A		23.21		0.15			5.19			5.34			—			—			—
2001 - B		22.40		(0.04	)		4.99			4.95			—			—			—
2001 - C		22.42		(0.04	)		5.00			4.96			—			—			—
2001 - Institutional		23.47		0.25			5.26			5.51			—			—			—
2001 - Service		23.13		0.13			5.17			5.30			—			—			—

(a)	Calculated based on the average shares outstanding methodology.
(b)	Assumes investment at the net asset value at the beginning of the year, reinvestment of all dividends and distributions, a complete redemption of the investment at the net asset value at the end of the year and no sales or redemption charges. Total return would be reduced if a sales or redemption charge were taken into account. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)	Amount is less than $0.005 per share.
(d)	Performance has not been restated to reflect the impact of security claims recorded during the period. If restated, the performance would have been 16.71%, 15.85%, 15.83%, 17.20% and 16.61% for Class A, Class B, Class C, Institutional and Service Shares, respectively.
(e)	Reflects an increase of $0.01 due to payments by affiliates during the period to reimburse certain security claims.

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

62

GOLDMAN SACHS SMALL CAP VALUE FUND 

													Ratios assuming no
													expense reductions
										Ratio of						Ratio of
					Net assets,		Ratio of			net investment			Ratio of			net investment
Net asset					end of		net expenses			income (loss)			total expenses			income (loss)			Portfolio
value, end		Total			year		to average			to average			to average			to average			turnover
of year		return(b)			(in 000s)		net assets			net assets			net assets			net assets			rate
$	43.07		16.73	%(d)	$	1,071,447		1.48	%		0.14	%		1.48	%		0.14	%		48	%
	39.98		15.88	(d)		107,342		2.23			(0.59	)		2.23			(0.59	)		48
	39.95		15.86	(d)		129,767		2.23			(0.60	)		2.23			(0.60	)		48
	44.24		17.23	(d)		655,181		1.08			0.48			1.08			0.48			48
	42.58		16.64	(d)		31,806		1.58			—			1.58			—			48
	39.25		18.30			920,309		1.49			(0.43	)		1.49			(0.43	)		57
	36.86		17.40			114,169		2.24			(1.17	)		2.24			(1.17	)		57
	36.84		17.45			127,560		2.24			(1.18	)		2.24			(1.18	)		57
	40.09		18.76			332,947		1.09			(0.04	)		1.09			(0.04	)		57
	38.86		18.16			19,131		1.59			(0.55	)		1.59			(0.55	)		57
	33.77		21.75			592,863		1.51			0.01			1.52			0.00			58
	31.99		20.84			93,528		2.26			(0.71	)		2.27			(0.72	)		58
	31.96		20.82			76,112		2.26			(0.74	)		2.27			(0.75	)		58
	34.35		22.22			117,968		1.11			0.43			1.12			0.42			58
	33.48		21.60			4,100		1.61			(0.09	)		1.62			(0.10	)		58
	27.79		(2.34	)		372,900		1.51			0.32			1.53			0.30			75
	26.50		(3.11	)		76,494		2.26			(0.43	)		2.28			(0.45	)		75
	26.48		(3.29	)		46,416		2.26			(0.46	)		2.28			(0.48	)		75
	28.25		(1.91	)		90,177		1.11			0.71			1.13			0.69			75
	27.56		(2.43	)		3,326		1.61			0.17			1.63			0.15			75
	28.55		23.01			244,860		1.50			0.59			1.60			0.49			93
	27.35		22.10			48,939		2.25			(0.16	)		2.35			(0.26	)		93
	27.38		22.07			18,140		2.25			(0.16	)		2.35			(0.26	)		93
	28.98		23.48			46,211		1.10			0.97			1.20			0.87			93
	28.43		22.91			1,006		1.60			0.47			1.70			0.37			93

63

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of

Goldman Sachs Trust—Value Equity Funds:

In our opinion, the accompanying statements of assets and liabilities, including the statements of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Goldman Sachs Large Cap Value Fund, Growth and Income Fund, Mid Cap Value Fund and Small Cap Value Fund, (collectively “Value Equity Funds”), portfolios of the Goldman Sachs Trust, at August 31, 2005, and the results of each of their operations, the changes in each of their net assets and the financial highlights for the years indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of Value Equity Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments owned at August 31, 2005, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 28, 2005

64

         GOLDMAN SACHS VALUE EQUITY FUNDS

Fund Expenses (Unaudited) — Six Month Period Ended August 31, 2005

          As a shareholder of Class A, Class B, Class C, Institutional or Service Shares of the Funds you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments (with respect to Class A Shares), contingent deferred sales charges (loads) on redemptions (with respect to Class B and Class C Shares), and redemption fees (with respect to Class A, Class B, Class C, Institutional and Service Shares, if any); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees (with respect to Class A, Class B and Class C Shares); and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in Class A, Class B, Class C, Institutional and Service Shares of 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 March 1, 2005 through August 31, 2005.

          Actual Expenses — The first line under each share class in 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 during this period.

          Hypothetical Example for Comparison Purposes — The second line under each share class in the table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ 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 Funds 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 and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, 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. In addition, if these transactional costs were included, your costs would have been higher.

	Large Cap Value Fund							Growth and Income Fund							Mid Cap Value Fund							Small Cap Value Fund
						Expenses							Expenses							Expenses							Expenses
	Beginning		Ending			Paid for the		Beginning		Ending			Paid for the		Beginning		Ending			Paid for the		Beginning		Ending			Paid for the
	Account Value		Account Value			6 months ended		Account Value		Account Value			6 months ended		Account Value		Account Value			6 months ended		Account Value		Account Value			6 months ended
Share Class	3/1/05		8/31/05			8/31/05*		3/1/05		8/31/05			8/31/05*		3/1/05		8/31/05			8/31/05*		3/1/05		8/31/05			8/31/05*
Class A
Actual	$	1,000.00	$	1,031.60		$	6.43	$	1,000.00	$	1,012.50		$	6.05	$	1,000.00	$	1,086.00		$	6.37	$	1,000.00	$	1,027.70		$	7.57
Hypothetical 5% return		1,000.00		1,018.87	+		6.39		1,000.00		1,019.19	+		6.07		1,000.00		1,019.10	+		6.17		1,000.00		1,017.74	+		7.53
Class B
Actual		1,000.00		1,027.50			10.25		1,000.00		1,008.70			9.83		1,000.00		1,081.80			10.29		1,000.00		1,023.80			11.38
Hypothetical 5% return		1,000.00		1,015.10	+		10.18		1,000.00		1,015.42	+		9.86		1,000.00		1,015.32	+		9.96		1,000.00		1,013.96	+		11.32
Class C
Actual		1,000.00		1,027.50			10.26		1,000.00		1,008.80			9.83		1,000.00		1,082.00			10.30		1,000.00		1,023.80			11.38
Hypothetical 5% return		1,000.00		1,015.10	+		10.18		1,000.00		1,015.42	+		9.86		1,000.00		1,015.32	+		9.96		1,000.00		1,013.96	+		11.32
Institutional
Actual		1,000.00		1,032.80			4.38		1,000.00		1,014.70			4.03		1,000.00		1,088.10			4.27		1,000.00		1,029.80			5.54
Hypothetical 5% return		1,000.00		1,020.89	+		4.36		1,000.00		1,021.21	+		4.04		1,000.00		1,021.11	+		4.13		1,000.00		1,019.75	+		5.51
Service
Actual		1,000.00		1,030.80			6.95		1,000.00		1,011.90			6.55		1,000.00		1,085.30			6.91		1,000.00		1,027.30			8.09
Hypothetical 5% return		1,000.00		1,018.36	+		6.91		1,000.00		1,018.70	+		6.57		1,000.00		1,018.58	+		6.69		1,000.00		1,017.22	+		8.05

*  Expenses for each share class are calculated using the funds’ annualized expense ratio for each class, which represents the ongoing expenses as a percentage of net assets for the six months ended August 31, 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 calendar year. The expense ratios for the period were as follows:

Fund	Class A			Class B			Class C			Institutional			Service
Large Cap Value		1.25	%		2.00	%		2.00	%		0.85	%		1.35	%
Growth and Income		1.19			1.94			1.94			0.79			1.29
Mid Cap Value		1.22			1.97			1.97			0.82			1.32
Small Cap Value		1.48			2.23			2.23			1.08			1.58

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

65

 GOLDMAN SACHS VALUE EQUITY FUNDS

Statement Regarding Basis for Approval of Management Agreement (Unaudited)

     The Trustees oversee the management of Goldman Sachs Trust (the “Trust”), and review the investment performance and expenses of the investment funds covered by this Report (the “Funds”) at regularly scheduled meetings held during the Funds’ 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 Funds.

     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 Funds’ 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 Funds’ management fee arrangements; (b) the Investment Adviser’s voluntary undertaking to reimburse certain expenses of the Funds that exceed specified levels; (c) the Investment Adviser’s potential economies of scale and a proposal to implement breakpoints for the fees payable by the Funds under the Management Agreement; (d) the relative expense levels of the Funds; (e) the Investment Adviser’s profitability with respect to the Trust and the Funds; (f) the quality of the services provided to the Funds; (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 Funds’ 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 Funds for transfer agency, securities lending, distribution 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 Funds’ 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 Funds, the Funds’ expense trends over time, and the proposed breakpoints in the contractual fee rates 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 additional sessions at which the Trustees reviewed the commission rates paid by the Funds 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 Funds. 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 Funds in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Funds invest; (c) compliance reports; and (d) expenses borne by the Funds.

     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 Funds by the Investment Adviser and its affiliates. These services include services as the Funds’ transfer agent, securities lending agent and distributor. In addition, affiliates of the Investment Adviser receive compensation in connection with the execution of Funds’ portfolio securities

66

GOLDMAN SACHS VALUE EQUITY FUNDS 

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

transactions and sales loads on the sale of certain classes of shares offered by the Funds. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Funds 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 Funds and the Investment Adviser, including education and training initiatives.

     The Trustees also considered the investment performance of the Funds and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Funds to the performance of other SEC-registered funds and to rankings and ratings issued by a third-party consultant. The Trustees also reviewed the Funds’ investment performance relative to their respective performance benchmarks. This information on the Funds’ investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Funds over time, and reviewed the investment performance of the Funds in light of their respective investment objectives and policies, as well as in light of periodic analyses of their respective risk profiles. The Trustees believed that since the restructuring of the portfolio management team in 1999, the Funds had been providing very competitive performance for long-term investors.

     The Board of Trustees also considered the contractual fee rates payable by the Funds under the Management Agreement. In this regard, information on the services rendered by the Investment Adviser to the Funds, the fees paid by the Funds and the Funds’ 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 Funds’ fee rates 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 Funds.

     More particularly, the Trustees reviewed analyses prepared by a third-party consultant of the expense rankings of the Funds. The analyses provided a comparison of the Funds’ management fees to relevant peer groups and category universes; an expense analysis which compared each Fund’s expenses to a peer group and a category universe; and a five-year history comparing each Fund’s expenses to a category average. The analyses also compared the Funds’ transfer agency fees, custody and accounting fees and other expenses to peer groups and medians. In addition, the Trustees noted the Investment Adviser’s voluntary undertaking to limit the Funds’ total expense ratios (excluding certain expenses) to specified levels.

     The Board of Trustees also considered the reduction in the contractual fee rates under the Management Agreement for each of the Funds that was proposed for approval at the Annual Contract Meeting. At the Annual Contract Meeting the Board approved the implementation of breakpoints in the Funds’ contractual management fee rates at the following annual percentages of the average daily net assets of the respective Funds:

	Management Fee			Average Daily
Fund	Annual Rate			Net Assets
Large Cap Value		0.75	%	First $1 Billion
		0.68		Next $1 Billion
		0.65		Over $2 Billion
Growth and Income		0.70		First $1 Billion
		0.63		Next $1 Billion
		0.60		Over $2 Billion
Mid Cap Value		0.75		First $2 Billion
		0.68		Over $2 Billion
Small Cap Value		1.00		First $2 Billion
		0.90		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 Funds and their shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Funds; 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

67

 GOLDMAN SACHS VALUE EQUITY FUNDS

Statement Regarding Basis for Approval of Management Agreement (Unaudited) (continued)

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 Funds as stated above, including the fees received by them for transfer agency, securities lending, distribution and brokerage services, and the brokerage and research services received by the Investment Adviser in connection with the placement of brokerage transactions for the Funds. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Funds. 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 Funds were reasonable in light of the services provided by the Investment Adviser, its costs and the Funds’ current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.

68

GOLDMAN SACHS VALUE EQUITY FUNDS 

Trustees and Officers (Unaudited)

Independent Trustees

				Number of
		Term of		Portfolios in
	Position(s)	Office and		Fund Complex	Other
Name,	Held with	Length of	Principal Occupation(s)	Overseen by	Directorships
Address and Age1	the Trust2	Time Served3	During Past 5 Years	Trustee4	Held by Trustee5
Ashok N. Bakhru Age: 63	Chairman & Trustee	Since 1991	President, ABN Associates (July 1994-March 1996 and November 1998-Present); Executive Vice President—Finance and Administration and Chief Financial Officer, Coty Inc. (manufacturer of fragrances and cosmetics) (April 1996-November 1998); Director of Arkwright Mutual Insurance Company (1984-1999); Trustee of International House of Philadelphia (program center and residential community for students and professional trainees from the United States and foreign countries) (1989-Present); Member of Cornell University Council (1992-2004); Trustee of the Walnut Street Theater (1992-2004); Trustee, Scholarship America (1998-Present); Trustee, Institute for Higher Education Policy (2003- Present); Director, Private Equity Investors—III and IV (November 1998-Present), and Equity-Limited Investors II (April 2002-Present); and Chairman, Lenders Service Inc. (provider of mortgage lending services) (2000-2003). Chairman of the Board and Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	None
John P. Coblentz, Jr. Age: 64	Trustee	Since 2003	Partner, Deloitte & Touche LLP (June 1975-May 2003). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	None
Patrick T. Harker Age: 46	Trustee	Since 2000	Dean and Reliance Professor of Operations and Information Management, The Wharton School, University of Pennsylvania (February 2000-Present); Interim and Deputy Dean, The Wharton School, University of Pennsylvania (July 1999-Present); and Professor and Chairman of Department of Operations and Information Management, The Wharton School, University of Pennsylvania (July 1997-August 2000). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	None
Mary P. McPherson Age: 70	Trustee	Since 1997	Vice President, The Andrew W. Mellon Foundation (provider of grants for conservation, environmental and educational purposes) (October 1997-Present); Director, Smith College (1998-Present); Director, Josiah Macy, Jr. Foundation (health educational programs) (1977-Present); Director, Philadelphia Contributionship (insurance) (1985-Present); Director Emeritus, Amherst College (1986-1998); Director, The Spencer Foundation (educational research) (1993-February 2003); member of PNC Advisory Board (banking) (1993-1998); Director, American School of Classical Studies in Athens (1997-Present); and Trustee, Emeriti Retirement Health Solutions (post-retirement medical insurance program for non-profit institutions) (Since 2005). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	None
Wilma J. Smelcer Age: 56	Trustee	Since 2001	Chairman, Bank of America, Illinois (banking) (1998-January 2001); and Governor, Board of Governors, Chicago Stock Exchange (national securities exchange) (April 2001-April 2004). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	Lawson Products Inc. (distributor of industrial products).

69

 GOLDMAN SACHS VALUE EQUITY FUNDS

Trustees and Officers (Unaudited) (continued)

Independent Trustees (continued)

				Number of
		Term of		Portfolios in
	Position(s)	Office and		Fund Complex	Other
Name,	Held with	Length of	Principal Occupation(s)	Overseen by	Directorships
Address and Age1	the Trust2	Time Served3	During Past 5 Years	Trustee4	Held by Trustee5
Richard P. Strubel Age: 66	Trustee	Since 1987	Vice Chairman and Director, Unext, Inc. (provider of educational services via the internet) (2003-Present); President, COO and Director, Unext, Inc. (1999-2003); Director, Cantilever Technologies, Inc. (a private software company) (1999-Present); Trustee, The University of Chicago (1987-Present); and Managing Director, Tandem Partners, Inc. (management services firm) (1990-1999). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	Gildan Activewear Inc. (an activewear clothing marketing and manufacturing company); Unext, Inc. (provider of educational services via the internet); Northern Mutual Fund Complex (53 Portfolios).

Interested Trustees

				Number of
		Term of		Portfolios in
	Position(s)	Office and		Fund Complex	Other
Name,	Held with	Length of	Principal Occupation(s)	Overseen by	Directorships
Address and Age1	the Trust2	Time Served3	During Past 5 Years	Trustee4	Held by Trustee5
*Alan A. Shuch Age: 55	Trustee	Since 1990	Advisory Director—GSAM (May 1999-Present); Consultant to GSAM (December 1994-May 1999); and Limited Partner, Goldman Sachs (December 1994-May 1999). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies).	65	None
*Kaysie P. Uniacke Age: 44	Trustee   &	Since 2001	Managing Director, GSAM (1997-Present).	65	None
	President	Since 2002	Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies). President—Goldman Sachs Mutual Fund Complex (2002- Present) (registered investment companies). Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).

*	These persons are considered to be “Interested Trustees” because they hold positions with Goldman Sachs and own securities issued by The Goldman Sachs Group, Inc. Each Interested Trustee holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
1	Each Trustee may be contacted by writing to the Trustee, c/o Goldman Sachs, One New York Plaza, 37th Floor, New York, New York, 10004, Attn: Howard B. Surloff.
2	The Trust is a successor to a Massachusetts business trust that was combined with the Trust on April 30, 1997.
3	Each Trustee holds office for an indefinite term until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Declaration of Trust; (c) the date the Trustee attains the age of 72 years (in accordance with the current resolutions of the Board of Trustees, which may be changed by the Trustees without shareholder vote); or (d) the termination of the Trust.
4	The Goldman Sachs Mutual Fund Complex consists of the Trust and Goldman Sachs Variable Insurance Trust. As of August 31, 2005, the Trust consisted of 59 portfolios, including the Funds described in this Annual Report, and Goldman Sachs Variable Insurance Trust consisted of 6 portfolios.
5	This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the Act.

Additional information about the Trustees is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States of America): 1-800-292-4726

70

GOLDMAN SACHS VALUE EQUITY FUNDS 

Trustees and Officers (Unaudited) (continued)

Officers of the Trust*

		Term of
		Office and
	Position(s) Held	Length of
	With the Trust	Time Served1	Principal Occupation(s) During Past 5 Years
Name, Age And Address
Kaysie P. Uniacke 32 Old Slip New York, NY 10005 Age: 44	President & Trustee	Since 2002 Since 2001	Managing Director, GSAM (1997-Present). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies). President—Goldman Sachs Mutual Fund Complex (registered investment companies). Assistant Secretary—Goldman Sachs Mutual Fund Complex (1997-2002) (registered investment companies).
James A. Fitzpatrick 71 South Wacker Drive Suite 500 Chicago, IL 60606 Age: 45	Vice President	Since 1997	Managing Director, Goldman Sachs (October 1999-Present); and Vice President of GSAM (April 1997-December 1999). Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies).
James A. McNamara 32 Old Slip New York, NY 10005 Age: 42	Vice President	Since 2001	Managing Director, Goldman Sachs (December 1998-Present); Director of Institutional Fund Sales, GSAM (April 1998-December 2000); and Senior Vice President and Manager, Dreyfus Institutional Service Corporation (January 1993-April 1998). Vice President—Goldman Sachs Mutual Fund Complex (registered investment companies). Trustee—Goldman Sachs Mutual Fund Complex (registered investment companies) (December 2002-May 2004)
John M. Perlowski 32 Old Slip New York, NY 10005 Age: 40	Treasurer	Since 1997	Managing Director, Goldman Sachs (November 2003-Present) and Vice President, Goldman Sachs (July 1995-November 2003). Treasurer—Goldman Sachs Mutual Fund Complex (registered investment companies).
Howard B. Surloff One New York Plaza 37th Floor New York, NY 10004 Age: 40	Secretary	Since 2001	Managing Director, Goldman Sachs (November 2002-Present); Associate General Counsel, Goldman Sachs and General Counsel to the U.S. Funds Group (December 1997-Present). Secretary—Goldman Sachs Mutual Fund Complex (registered investment companies) (2001-Present) and Assistant Secretary prior thereto.

1	Officers hold office at the pleasure of the Board of Trustees or until their successors are duly elected and qualified. Each officer holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor.
*	Represents a partial list of officers of the Trust. Additional information about all the officers is available in the Funds’ Statement of Additional Information which can be obtained from Goldman Sachs free of charge by calling this toll-free number (in the United States): 1-800-292-4726.

71

 GOLDMAN SACHS VALUE EQUITY FUNDS

Goldman Sachs Trust — Value Equity Funds Tax Information (unaudited)

       For the year ended August 31, 2005, 69.54%, 100%, 62.76% and 84.12% of the dividends paid from net investment company taxable income by the Large Cap Value Fund, Growth and Income Fund, Mid Cap Value Fund, and Small Cap Value Fund, respectively, qualify for the dividends received deduction available to corporations.

       Pursuant to Section 852 of the Internal Revenue Code, the Large Cap Value, Mid Cap Value, and Small Cap Value Funds designate $6,992,013, $146,439,482 and $111,479,209, respectively, as capital gain dividends paid during the year ended August 31, 2005. Of the amounts designated by the Large Cap Value, Mid Cap Value, and Small Cap Value Funds, $6,931,060, $146,017,462 and $110,882,160, respectively, are taxed at a maximum rate of 15% while the balance is taxed at a maximum rate of 25%.

       For the year ended August 31, 2005, the Large Cap Value, Growth and Income, Mid Cap Value, Small Cap Value Funds designate 100%, 100%, 95.17% and 100%, respectively, of the dividends paid from net investment company taxable income as qualifying for the reduced tax rate under the Jobs and Growth Tax Relief and Reconciliation Act of 2003.

72

FUNDS PROFILE Goldman Sachs Funds THE GOLDMAN SACHS ADVANTAGE Our goal is to deliver: Goldman Sachs is a premier financial services firm, known since 1869 for creating thoughtful and customized investment solutions in complex global markets. Today, The Investment Management Division of Goldman Sachs serves a diverse set of clients worldwide, including private institutions, public entities and individuals. With portfolio management teams located around the world — and $482.1 billion in assets under management as of June 30, 2005 — our investment professionals bring firsthand knowledge of local markets to every investment decision, making us one of the few truly global asset managers. GOLDMAN SACHS FUNDS In building a globally diversified portfolio,you can select from more than 50 Goldman Sachs Funds and gain access to investment opportunities across borders, investment styles,asset classes and security capitalizations. INTERNATIONAL EQUITY I Strong, Consistent Investment Results Global Resources and Global Research Team Approach Disciplined Processes Innovative, Value-Added Investment Products Thoughtful Solutions Risk Management Outstanding Client Service Dedicated Service Teams Excellence and Integrity International Equity Funds Asia Growth Fund Emerging Markets Equity Fund International Growth Opportunities Fund Japanese Equity Fund European Equity Fund International Equity Fund CORES^M International Equity Fund Domestic Equity Funds Small Cap Value Fund CORES^M Small Cap Equity Fund Small/Mid-Cap Growth Fund Mid Cap Value Fund Concentrated Growth Fund Growth Opportunities Fund Research Select Fund^SM Strategic Growth Fund Capital Growth Fund Large Cap Value Fund Growth and Income Fund CORES^M Large Cap Growth Fund CORES^M Large Cap Value Fund CORES^M U.S. Equity Fund Asset Allocation Funds Balanced Fund Asset Allocation Portfolios Specialty Funds Tollkeeper Fund^SM CORES^M Tax-Managed Equity Fund U.S. Equity Dividend and Premium Fund Real Estate Securities Fund Fixed Income Funds Emerging Markets Debt Fund High Yield Fund High Yield Municipal Fund Global Income Fund Investment Grade Credit Fund Core Fixed Income Fund U.S. Mortgages Fund Municipal Income Fund Government Income Fund Short Duration Tax-Free Fund Short Duration Government Fund Ultra-Short Duration Government Fund Enhanced Income Fund Money Market Funds^{1 1}An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds. The Goldman Sachs Research Select Fund^SM, Tollkeeper FundS^M and CORES^M are registered service marks of Goldman, Sachs & Co.

GOLDMAN SACHS ASSET MANAGEMENT, L.P. 32 OLD SLIP, 32ND FLOOR, NEW YORK, NEW YORK 1 0005 TRUSTEES Ashok N. Bakhru, Chairman John P. Coblentz, Jr. Patrick T.Harker Mary Patterson McPherson Alan A. Shuch Wilma J. Smelcer Richard P. Strubel Kaysie P. Uniacke OFFICERS Kaysie P. Uniacke, President James A. Fitzpatrick, Vice President James A. McNamara, Vice President John M. Perlowski, Treasurer Howard B. Surloff, Secretary GOLDMAN, SACHS & CO. Distributor and Transfer Agent GOLDMAN SACHS ASSET MANAGEMENT, L.P. Investment Adviser Visit our Web site at www.gs.com/funds to obtain the most recent month-end returns The reports concerning the Funds included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Funds in the future. These statements are based on Fund management’s predictions and expectations concerning certain future events and their expected impact on the Funds, such as performance of the economy as a whole and of specific 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 Funds use to determine how to vote proxies relating to portfolio securities and information regarding how a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (I) without charge, upon request by calling 1-800-526-7384 (for Retail Shareholders) or 1-800-621-2550 (for Institutional Shareholders); and (II) on the Securities and Exchange Commission Web site at http://www.sec.gov. of each fiscal year on Form N-Q. Beginning the fiscal quarter ended November 30,2004 and every first and third fiscal quarter thereafter, the the operation of the Public Reference Room may also be obtained by calling 1-800-SEC-0330. When available, Form N-Q may be obtained upon request and without charge by calling 1 -800-526-7384 (for Retail Shareholders) or 1 -800-621-2550 (for Institutional Shareholders). The Funds may invest in foreign securities, which may be more volatile and less liquid than investment in U.S. securities and will be subject to the securities without a substantial drop in price, if at all. The Large Cap Value, Mid Cap Value and Small Cap Value Funds may invest in fixed income securities. Investments in fixed income securities are subject to the risks associated with debt securities including credit and interest rate risk. The Large Cap Value Fund may participate in the Initial Public Offering (IPO) market, and a portion of the Fund’s returns consequently may be attributable to its investment in IPOs. The market value of IPO shares may fluctuate considerably due to factors such as the absence of a prior of the fund’s investment in IPOs on its total returns may not be as significant, which could reduce the fund’s performance. Holdings and allocations may not be representative of current or future investments. Holdings and allocations may not include the Fund’s entire investment portfolio, which may change at any time. Fund holdings should not be relied on in making investment decisions and should not be construed as research or investment advice regarding particular securities. This material is not authorized for distribution to prospective investors unless preceded or accompanied by a current Prospectus. 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 Funds. Copyright 2005 Goldman, Sachs & Co. All rights reserved. Date of first use: October 30,2005 / 05-1630 VALUEAR/287.9K/10-05

ITEM 2. CODE OF ETHICS.

(a)	As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Code of Ethics”). The Code of Ethics is attached hereto as Exhibit 11(a)(1).
(b)	During the period covered by this report, no amendments were made to the provisions of the Code of Ethics.
(c)	During the period covered by this report, the registrant did not grant any waivers, including an implicit waiver, from any provision of the Code of Ethics.

ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.
	The registrant’s board of trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. John P. Coblentz, Jr. is the “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Item 4 – Principal Accountant Fees and Services for the Goldman Sachs Trust: The accountant fees below reflect the aggregate fees billed to all of the Funds of the Goldman Sachs Trust and includes the Goldman Sachs Funds to which this certified shareholder report relates.

Table 1 – Items 4(a) – 4(d)

	2005		2004		Description of Services Rendered
Audit Fees:
•PricewaterhouseCoopers LLP	$	762,000	$	701,500	Financial statement audits
(“PwC”)
•Ernst & Young LLP (“E&Y”)	$	427,000	$	422,500	Financial statement audits
Audit-Related Fees:
•PwC	$	214,600	$	198,800	Other attest services
•E&Y	$	0	$	0
Tax Fees:
•PwC	$	176,800	$	175,900	Tax compliance services provided
					in connection with the
					preparation and review of the
					Registrant’s tax returns.
•E&Y	$	84,850	$	75,650	Tax compliance services provided
					in connection with the
					preparation and review of the
					Registrant’s tax returns.
All Other Fees:
•E&Y	$	0	$	0

Items 4(b)(c) & (d) Table 2. Non-Audit Services to the Goldman Sachs Trust’s service affiliates * that were pre-approved by the Goldman Sachs Trust’s Audit Committee pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

	2005		2004		Description of Services Rendered
Audit-Related Fees:
•PwC	$	683,000	$	683,000	Internal control review
					performed in accordance with
					Statement on Auditing Standards
					No. 70.
•E&Y	$	18,325	$	0	Audit related time borne by the funds’ adviser
Tax Fees:
•PwC	$	0	$	0
•E&Y	$	0	$	0
All Other Fees:
•PwC	$	0	$	16,000	Review of form N-14 for
					purposes of consent issuance.
•E&Y	$	10,000	$	8,000	Review of form N-14 for
					purposes of consent issuance.

* These include the adviser (excluding sub-advisers) and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant (hereinafter referred to as “service affiliates”).

Item 4(e)(1) – Audit Committee Pre-Approval Policies and Procedures

Pre-Approval of Audit and Non-Audit Services Provided to the Funds of the Goldman Sachs Trust. The Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) adopted by the Audit Committee of the Goldman Sachs Trust (“GST”) sets forth the procedures and the conditions pursuant to which services performed by an independent auditor for GST may be pre-approved. Services may be pre-approved specifically by the Audit Committee as a whole or, in certain circumstances, by the Audit Committee Chairman or the person designated as the Audit Committee Financial Expert. In addition, subject to specified cost limitations, certain services may be pre-approved under the provisions of the Policy. The Policy provides that the Audit Committee will consider whether the services provided by an independent auditor are consistent with the Securities and Exchange Commission’s rules on auditor independence. The Policy provides for periodic review and pre-approval by the Audit Committee of the services that may be provided by the independent auditor.

De Minimis Waiver. The pre-approval requirements of the Policy may be waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subject to pre-approval that was paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by GST at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee, pursuant to the pre-approval provisions of the Policy.

Pre-Approval of Non-Audit Services Provided to GST’s Investment Advisers. The Policy provides that, in addition to requiring pre-approval of audit and non-audit services provided to GST, the Audit Committee will pre-approve those non-audit services provided to GST’s investment advisers (and entities controlling, controlled by or under common control with the investment advisers that provide ongoing services to GST) where the engagement relates directly to the operations or financial reporting of GST.

Item 4(e)(2) – 0% of the audit-related fees, tax fees and other fees listed in Table 1 were approved by GST’s Audit Committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X. In addition, 0% of the non-audit services to the Goldman Sachs Trust’s service affiliates listed in Table 2 were approved by the Trust’s audit committee pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Item 4(f) – Not applicable.

Item 4(g) Aggregate Non-Audit Fees Disclosure

The aggregate non-audit fees billed to GST by PwC for the 12 months ended August 31, 2005 and August 31, 2004 were approximately $391,400 and $374,700, respectively. The aggregate non-audit fees billed to GST’s adviser and service affiliates by PwC for non-audit services for the twelve months ended November 26, 2004 and November 28, 2003 were approximately $3.9 million and $4.2 million, respectively.

The aggregate non-audit fees billed to GST by E&Y for the 12 months ended August 31, 2005 and August 31, 2004 were approximately $84,850 and $75,650, respectively. The aggregate non-audit fees billed to GST’s adviser and service affiliates by E&Y for non-audit services for the twelve months ended December 31, 2004 and December 31, 2003 were approximately $34.5 million and $30.9 million, respectively.

Item 4(h) – GST’s Audit Committee has considered whether the provision of non-audit services to GST’s investment adviser and service affiliates that did not require pre-approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the auditor’s independence.

ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS.
	Not applicable.

ITEM 6. 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. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

ITEM 9.  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 10. 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 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 11. EXHIBITS.

(a)(1) Goldman Sachs 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 for its Real Estate Securities Fund (Accession Number 0000950123-04-0002984).

(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 Trust

/s/ Kaysie Uniacke

By: Kaysie Uniacke

Chief Executive Officer of

Goldman Sachs Trust

Date: November 10, 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 Trust

Date: November 10, 2005

/s/ John M. Perlowski

By: John M. Perlowski

Chief Financial Officer of

Goldman Sachs Trust

Date: November 10, 2005