N-CSRS

The Growth and Income Strategy Portfolio is expected to invest a relatively significant percentage of its equity allocation in the Goldman Sachs Structured Large Cap Growth, Structured Large Cap Value and Structured International Equity Funds and will invest a relatively significant percentage of its assets in the Core Fixed Income and Global Income Funds. The Portfolio is subject to the risk factors of those funds. Some of those risk factors include credit and interest rate risk, the price fluctuations of U.S. government securities in response to changes in interest rates; the credit risk and volatility of high-yield bonds; and the volatility of non-US stocks and bonds and US stocks.

The Growth Strategy Portfolio is expected to invest a relatively significant percentage of its equity allocation in the Goldman Sachs Structured Large Cap Growth, Structured Large Cap Value and Structured International Equity Funds, and is subject to the risk factors of those funds. Some of those risk factors include the volatility of US and non-US equity investments; the credit risk and volatility of high yield bonds; and the political, economic and currency risks of non-US securities.

The Equity Growth Strategy Portfolio is expected to invest a relatively significant percentage of its assets in the Goldman Sachs Structured Large Cap Growth, Structured Large Cap Value and Structured International Equity Funds, and is subject to the risk factors of those funds. Some of those risk factors include the volatility of US and non-US equity investments; and the political, economic and currency risks of non-US securities, which are particularly significant regarding equities of issuers located in emerging markets.

Effective December 30, 2005, the CORE International Equity, CORE Small Cap Equity, CORE Large Cap Growth, CORE Large Cap Value and CORE U.S. Equity Funds were renamed, respectively, the Structured International Equity, Structured Small Cap Equity, Structured Large Cap Growth, Structured Large Cap Value and Structured U.S. Equity Funds. Effective April 28, 2006, the name of the Goldman Sachs Aggressive Growth Strategy Portfolio was changed to the Goldman Sachs Equity Growth Strategy Portfolio.

At June 30, 2006, the Joint Repurchase Agreement Account II was fully collateralized by Federal Home Loan Bank, 0.00% to 11.00%, due 07/07/2006 to 04/20/2016; Federal Home Loan Mortgage Association, 3.00% to 8.50%, due 02/01/2007 to 07/01/2036; Federal National Mortgage Association, 0.00% to 10.50%, due 02/01/2007 to 07/01/2036; and U.S. Treasury Bonds, 5.00% to 7.14%, due 11/13/2008 to 10/20/2018. The aggregate market value of the collateral, including accrued interest, was $12,492,409,737.

Goldman Sachs Trust (the “Trust”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, (the “Act”) as an open-end, management investment company. The Trust includes Goldman Sachs Balanced Strategy Portfolio (“Balanced Strategy”), Goldman Sachs Growth and Income Strategy Portfolio (“Growth and Income Strategy”), Goldman Sachs Growth Strategy Portfolio (“Growth Strategy”) and Goldman Sachs Equity Growth Strategy Portfolio (“Equity Growth Strategy”), collectively, the “Portfolios” or, individually, a “Portfolio”. Each Portfolio is a diversified portfolio offering five classes of shares — Class A, Class B, Class C, Institutional and Service Shares. Class A shares of the Portfolios are sold with a front-end sales charge of up to 5.50%. Class B shares of the Portfolios are sold with a contingent deferred sales charge that declines from 5.00% to zero, depending upon the period of time the shares are held. Class C shares of the Portfolios are sold with a contingent deferred sales charge of 1% during the first 12 months. Such sales loads are paid directly to Goldman, Sachs & Co. (“Goldman Sachs”) as distributor of the Portfolios. Institutional and Service Class shares of the Portfolios are not subject to a sales charge.

A. Investment Valuation — Each Portfolio invests in a combination of underlying mutual funds (the “Underlying Funds”) for which Goldman Sachs Asset Management, L.P. (“GSAM”) and Goldman Sachs Asset Management International (“GSAMI”), affiliates of Goldman Sachs, act as investment advisers. Investments in the Underlying Funds are valued at the net asset value per share of each Underlying Fund on the day of valuation. Because each Portfolio invests primarily in other mutual funds, which fluctuate in value, the Portfolios’ shares will correspondingly fluctuate in value. Short-term debt obligations maturing in sixty days or less are valued at amortized cost, which approximates market value. The Underlying Funds may invest in foreign securities that are valued daily at fair value determined by an independent service (if available) under valuation procedures approved by the Trustees consistent with applicable regulatory guidance.

B. Securities Transactions and Investment Income — Purchases and sales of the Underlying Funds are reflected as of the trade date. Realized gains and losses on sales of the Underlying Funds are calculated on the identified-cost basis. Dividend income and capital gains distributions from the Underlying Funds are recorded on the ex-dividend date. 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 respective Portfolio based upon the relative proportion of net assets of each class.

C. Expenses — Expenses incurred by the Trust that do not specifically relate to an individual Portfolio of the Trust are allocated to the Portfolios based on a straight-line and/or “pro-rata” basis depending upon the nature of the expense. Expenses included in the accompanying financial statements reflect the expenses of each Portfolio and do not include any expenses associated with the Underlying Funds. Because the Underlying Funds have varied expense and fee levels and the Portfolios may own different proportions of Underlying Funds at different times, the amount of fees and expenses incurred indirectly by each Portfolio will vary.

The characterization of distributions to shareholders for financial reporting purposes is determined in accordance with Federal income tax rules, which may differ from generally accepted accounting principles. Therefore, the source of a Portfolio’s distributions may be shown in the accompanying financial statements as either from net investment income or net realized gains, or as a tax return of capital.

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

Pursuant to exemptive relief granted by the Securities and Exchange Commission (the “SEC”) and terms and conditions contained therein, the Portfolios, 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.

Additionally, GSAM has voluntarily agreed to limit certain “Other Expenses” of the Portfolios (excluding Management fees, Distribution and Service fees, Transfer Agent fees, taxes, interest, brokerage fees, litigation, Service Share fees, indemnification costs, shareholder meeting and other extraordinary expenses exclusive of any expense offset arrangements) to the extent that such expenses exceed, on an annual basis, 0.004% of the average daily net assets of each Portfolio. Such expense reimbursements, if any, are computed daily and paid monthly. In addition, the Portfolios are not obligated to reimburse GSAM for prior fiscal year expense reimbursements, if any.

The Trust, on behalf of each Portfolio, 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 each Portfolio’s 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 each Portfolio’s average daily net assets attributable to Class B and Class C Shares.

The Trust, on behalf of each Portfolio, has adopted a Service Plan and Shareholder Administration Plan for 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 annual basis, 0.25% and 0.25%, respectively, of the average daily net assets of the Service Shares.

The Portfolios participate in a $400,000,000 committed, unsecured revolving line of credit facility together with other registered investment companies having management or investment advisory agreements with GSAM. Under the most restrictive arrangement, the Portfolios must own securities having a market value in excess of 300% of each Portfolio’s 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 Portfolios based on the amount of the commitment that has not been utilized. During the six months ended June 30, 2006, the Portfolios did not have any borrowings under this facility.

Underlying Fund’s Concentration — The Portfolios do not invest in the Underlying Funds for the purpose of exercising management or control, however, investments by the Portfolios within their principal investment strategies may represent a significant portion of each Underlying Fund’s net assets. As of June 30, 2006, the Portfolios were the owners of record of 5% or more of the total outstanding voting shares of the Underlying Funds, as follows:

Legal Proceedings — Purported class and derivative action lawsuits were filed in April and May 2004 in the United States District Court for the Southern District of New York against the Goldman Sachs Group, Inc. (“GSG”), GSAM and certain related parties, including certain Goldman Sachs Funds including these Portfolios, 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, GSAMI, Goldman Sachs and certain related parties including certain Goldman Sachs Funds and the Trustees and Officers of the Trust. These Portfolios along with certain other investment portfolios of the Trust, were named as nominal defendants in the amended complaint. Plaintiffs filed a second amended consolidated complaint on April 15, 2005. The second amended consolidated complaint alleges violations of the Act and the Investment Advisers Act of 1940. The complaint also asserts claims involving common law breach of fiduciary duty and unjust enrichment. The 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 complaint further alleges that the Goldman Sachs Funds paid excessive and improper advisory fees to Goldman Sachs. The complaint also alleges that GSAM and GSAMI used 12b-1 fees for improper purposes and made improper use of soft dollars. The complaint further alleges that the Trust’s Officers and Trustees breached their fiduciary duties in connection with the

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

New Accounting Pronouncements — On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Portfolios’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

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

To assist the Trustees in their deliberations at the Annual Contract Meeting, and in addition the reviews of the Portfolios’ investment performance, expenses and other matters at regularly scheduled Board meetings, the Trustees have a Contract Review Committee (the “Committee”) whose members include all of the Independent Trustees. The Committee held meetings on December 15, 2005, February 8, 2006 and May 10, 2006. At these Committee meetings, the Independent Trustees considered matters relating to the approval of the Management Agreement including: (a) the Portfolios’ investment performance; (b) the Portfolios’ management fee arrangements; (c) the Investment Adviser’s undertaking to reimburse certain expenses of the Portfolios that exceed specified levels; (d) the Investment Adviser’s potential economies of scale and the breakpoints implemented in 2005 for the fees payable by the underlying funds in which the Portfolios invest (the “Underlying Funds”); (e) the relative expense levels of the Portfolios; (f) the Investment Adviser’s profitability with respect to the Trust and the Portfolios; (g) the quality of the non-advisory services provided to the Portfolios; (h) the statutory and regulatory requirements applicable to the approval and continuation of mutual fund investment management agreements; (i) an evaluation of the Trustees’ contract review process provided by an outside third party; and (j) information on the processes followed by the third party mutual fund data provider engaged as part of the Trustees’ contract review (the “Outside Data Provider”) in producing investment performance, fee and expense comparisons for the Portfolios.

At the Annual Contract Meeting, the Trustees reviewed the matters that were considered at the Committee meetings and also considered additional matters including: (a) a summary of fee concessions by the Investment Adviser and its affiliates with respect to the Goldman Sachs mutual funds since 2003; (b) the quality of the Investment Adviser’s services; (c) the structure, staff and capabilities of the Investment Adviser and its portfolio management teams; (d) the groups within the Investment Adviser that support the portfolio management teams, including the legal and compliance departments, the valuation oversight group, the risk and performance analytics 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 Portfolios and the Underlying Funds for transfer agency, securities lending, distribution and other services; (h) the terms of the Management Agreement; (i) the administrative services provided under the Management Agreement, including the nature and extent of the Investment Adviser’s oversight of the Portfolios’ other service providers including the custodian and fund accounting agent; and (j) the Investment Adviser’s policies addressing various types of potential conflicts of interest. At the Annual Contract Meeting, the Trustees also considered at further length the Portfolios’ investment performance, fees and expenses, including the Portfolios’ expense trends over time and the breakpoints in the contractual fee rates payable by the Underlying Funds that were approved in 2005.

responsibilities under applicable law. Also, in conjunction with these meetings, the Trustees attended other sessions at which the Trustees reviewed the commission rates paid by the Underlying Funds on brokerage transactions, the Investment Adviser’s receipt of research services in connection with those transactions, and the payment of Rule 12b-1 distribution and service fees by the Portfolios. Information was also provided relating to the portfolio turnover rates of the Underlying Funds, revenue sharing by the Investment Adviser, portfolio manager compensation, the alignment of the interests of the Portfolios and the portfolio managers, the number and types of account managed by the portfolio managers, and other matters. During the course of their deliberations, the Independent Trustees met in executive sessions without employees of the Investment Adviser present.

The presentations made at the Contract Review Committee meetings and at the Annual Contract Meeting encompassed the Portfolios and other mutual fund portfolios for which the Board of Trustees has responsibility. While the Management Agreement for all of the Portfolios was approved at the same Annual Contract Meeting, the Trustees considered the Management Agreement as it applied to each Portfolio separately.

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 Portfolios. 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 Portfolios in comparison to other mutual funds and benchmark performance indices; (b) general investment outlooks in the markets in which the Portfolios and the Underlying Funds invest; (c) compliance reports; and (d) expenses borne by the Portfolios. In addition, the Trustees were provided with disclosure materials regarding the Goldman Sachs mutual funds and their expenses that are provided to investors who invest in the funds, as well as information on the Goldman Sachs mutual funds’ competitive universe and discussed of the broad range of other investment choices that are available to those investors.

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 Portfolios and the Underlying Funds by the Investment Adviser and its affiliates. These services include services as transfer agent, securities lending agent and distributor. In addition, affiliates of the Investment Adviser receive compensation in connection with the execution of portfolio securities transactions by the Underlying Funds and sales loads on the sale of certain classes of shares offered by the Portfolios. The Trustees concluded that the Investment Adviser was both able to commit substantial financial and other resources to the operations of the Portfolios and had, in fact, continued to commit those resources in multiple areas including portfolio management, trading, technology, human resources, tax, treasury, legal, compliance, vendor oversight and risk management. The Trustees also believed that the Investment Adviser had made significant commitments to address regulatory compliance requirements applicable to the Portfolios and the Investment Adviser, including education and training initiatives.

The Trustees also considered the investment performance of the Portfolios and the Investment Adviser. In this regard, the Trustees compared the investment performance of the Portfolios to the performance of other SEC-registered funds and to rankings and ratings issued by the Outside Data Provider. The Trustees also reviewed the Portfolios’ investment performance relative to their respective performance benchmarks. This information on the Portfolios’ investment performance was provided for one, three and five year periods. In addition, the Trustees considered the investment performance trends of the Portfolios over time, and reviewed the investment performance of the Portfolios in light of their respective investment

objectives and policies, as well as in light of periodic analyses of their respective quality and risk profiles. In addition, the Trustees considered whether the Portfolios had operated within their investment policies, and their record of compliance with their investment limitations. The Trustees believed that the Portfolios were continuing to provide competitive, and in some cases very competitive, performance for long-term investors.

The Board of Trustees also considered the contractual fee rates payable by the Portfolios under the Management Agreement. In this regard, the Trustees considered information on the services rendered by the Investment Adviser to the Portfolios, which included both advisory and administrative services that were directed to the needs and operations of the Portfolios as registered mutual funds. They also considered information that indicated that these mutual fund services differed in various significant respects from the services provided to the Investment Adviser’s institutional accounts, which generally paid lower fees. In addition, the fees paid by the Portfolios and the Portfolios’ total operating expense ratios (before and after voluntary expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment management firms. Most of the comparisons of the Portfolios’ fee rates and total operating expense ratios were prepared by the Outside Data Provider.

More particularly, the Trustees reviewed analyses prepared by Outside Data Provider of the expense rankings of the Portfolios. The analyses provided a comparison of the Portfolios’ management fees rates to relevant peer groups and category universes; an expense analysis which compared each Portfolio’s expenses to a peer group and a category universe; and a five-year history comparing each Portfolio’s expenses to a category average. The analyses also compared the Portfolios’ transfer agency fees, custody and accounting fees and other expenses to peer groups and medians. The Trustees believed that the comparisons provided by the Outside Data Provider were useful in evaluating the reasonableness of the management fees paid by the Portfolios. In addition, the Trustees noted the Investment Adviser’s voluntary undertaking to limit the Portfolios’ total expense ratios (excluding certain expenses) to specified levels.

In considering the management fee payable by the Portfolios and the new fee breakpoints for the Underlying Funds, the Trustees had reviewed information regarding the Investment Adviser’s potential economies of scale, and whether the Portfolios and their shareholders were participating in the benefits of these economies. In this regard, the Trustees considered the amount of assets in the Portfolios; 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 the fee rates charged by the Investment Adviser with the fee rates charged by other, unaffiliated investment managers to other mutual funds. Upon reviewing these matters again at the Annual Contract Meeting in 2006, the Trustees continued to believe that the fee breakpoints for the Underlying Funds were a way to ensure that benefits of scalability would be passed along to shareholders, including shareholders of the Portfolios, at the specified asset levels.

The Trustees also considered the other benefits derived by the Investment Adviser and its affiliates from the Portfolios and the Underlying 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 Underlying Funds. In this regard, the Trustees noted that the Investment

Adviser had adopted a policy to cease obtaining third party non-broker research based on the Underlying Funds’ brokerage transactions. In addition, the Trustees reviewed the Investment Adviser’s pre-tax revenues and pre-tax margins with respect to the Trust and the Portfolios. In this regard the Trustees reviewed, among other things, profitability analyses and summaries, revenue and expense schedules, and expense allocation methodologies, as well as a report of independent accountants regarding the results of certain agreed-upon procedures to verify expense allocation calculations that were designed to assist the Trustees in their evaluation of the Investment Adviser’s schedules of revenues and expenses. The Trustees considered the Investment Adviser’s revenues and margins both in absolute terms and in comparison to the information on the reported margins earned by other asset management firms.

After deliberation and consideration of the information provided, including the factors described above, the Trustees concluded that the management fees paid by the Portfolios were reasonable in light of the services provided by the Investment Adviser, its costs and the Portfolios’ current and reasonably foreseeable asset levels, and that the Management Agreement should be approved and continued.

As a shareholder of Class A, Class B, Class C, Institutional or Service Shares of the Portfolios 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 Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

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 for 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 Portfolio’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the 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.

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 $582.1 billion in assets under management as of June 30, 2006 — our investment professionals bring firsthand knowledge of local markets to every investment decision, making us one of the few truly global asset managers.

The reports concerning the Portfolios included in this shareholder report may contain certain forward-looking statements about the factors that may affect the performance of the Portfolios in the future. These statements are based on Portfolio management’s predictions and expectations concerning certain future events and their expected impact on the Portfolios, such as performance of the economy as a whole and of specific industry sectors, changes in the levels of interest rates, the impact of developing world events, and other factors that may influence the future performance of the Portfolios. Management believes these forward-looking statements to be reasonable, although they are inherently uncertain and difficult to predict. Actual events may cause adjustments in portfolio management strategies from those currently expected to be employed.

A description of the policies and procedures that the Portfolios use to determine how to vote proxies relating to portfolio securities and information regarding how a Portfolio 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.

The Portfolios file their complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. Beginning the fiscal quarter ended September 30, 2004 and every first and third fiscal quarter thereafter, the Portfolios’ Form N-Q will become available on the SEC’s website at http://www.sec.gov within 60 days after the Portfolios’ first and third fiscal quarters. When available, the Portfolios’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 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).

Portfolios on the efficient frontier are optimal in both the sense that they offer maximal expected return for some given level of risk and minimal risk for some given level of expected return. The efficient frontier is the line created from the risk-reward graph, comprised of optimal portfolios. The optimal portfolios plotted along the curve have the highest expected return possible for the given amount of risk.

	(a)		The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934, as amended.

	(b)		There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.

	(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.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

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

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

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

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

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

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

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

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

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

EX-99.906CERT 3 y23410exv99w906cert.htm EX-99.906CERT: CERTIFICATIONS EX-99.906CERT

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

The Registrant’s periodic report on Form N-CSR for the period ended June 30, 2006 (the “Form N-CSR”) fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and

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

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

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M'$#`$[9``B0DP!-`2$!2$4++`Z!``2Z0@`A$T`$E$`$!':@`"E3@!QD(*`@X M2`$*L(6B`\SHK42XPCW!\`2X6MNLWMN!C89P!"R3XYOJT,(ZNL"%+,0B2U+0 MD2F(0`DC-`$,:E@"EJY``BL]8HIDH`+7A#:$BWIA"0=J@A'`J09U;`>3,`/*!@>"_A[`05H."6(QR5(>^$#*@L@Z@]N\`LF;&X+5X!"O%8`0Z0`6D@29!L`,=H`!^\`!])@->P>E``GX"B[T&<;($,@!TF".`'* M<`R7X@`M<#F+4?]718`^24`#2.`#(^`$&S0M"1`#(``2$#`#_&<"CV`K5W0_ MN5(%4@`>2M`%,2`!`"%W&5`"P7!,'3$0/0`=1+`>4'`#R&0N^O`P.T`"6,`$ M0X!L,&!1"#`".@1B"5,4!&,OFF0`,>AB.=`!P4`4!6,P'^`+/P`%*P`"'F!* M!_``!Y,P'Y$2/6`!2=%%S=(MK&)K-O(_*<`"39`$CH,`(%V`'4"(' M;Z`#5\W!&[3/#,RA/)Q3'_C`V`5'#8' MA6B1(8S!05W`>U90!#L@`S*``@N0`T<0`PN`%BJP`TQ``S.@`H;4`0C`(U<0 MAN=0!1B4`$VP`Z6G!%K0!`A`#RZ@`C\0!3B@`"*``EYP`WOX8P7@!&4`!"42 M8S'R5C3"`SQP`SZ`!&7P)-P&1`D@)S[`-P=P`S30F=&`'>%C!/461-&0'MC! 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Peter V. Bonanno, Esq.		Copies to:
Goldman, Sachs & Co.		Kenneth L. Greenberg, 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)


n	GOLDMAN SACHS BALANCED STRATEGY PORTFOLIO

n	GOLDMAN SACHS GROWTH AND INCOME STRATEGY PORTFOLIO

n	GOLDMAN SACHS GROWTH STRATEGY PORTFOLIO

n	GOLDMAN SACHS EQUITY GROWTH STRATEGY PORTFOLIO


	Goldman Sachs Asset Allocation Investment Process



	Quantitative Strategies Team
	Each asset allocation portfolio represents a diversified global portfolio on the efficient frontier. The portfolios differ in their long-term objective, and therefore, their asset allocation mix. The long-term strategic asset allocation is the primary source of risk and the corresponding primary determinant of total return. It therefore represents an anchor, or neutral starting point, from which tactical asset allocation decisions are made.



	Quantitative Strategies Team
	For each portfolio, the strategic asset allocation is combined with a measured amount of tactical risk. Changing market conditions create opportunities to capitalize on investing in different countries and asset classes relative to others over time. Within each strategy, we shift assets away from the strategic allocation (over and underweighting certain asset classes and countries) to seek to benefit from changing conditions in global capital markets on a quarterly basis.

	Using proprietary portfolio construction models to maintain each Portfolio’s original risk/return profile over time, the team makes eight active decisions based on its current outlook on global equity, fixed income and currency markets.


	n Asset class selection		Are U.S. stocks, U.S. bonds or cash more attractive?
	n Regional equity selection		Are U.S. or non-U.S. equities more attractive?
	n Regional bond selection		Are U.S. or non-U.S. bonds more attractive?
	n U.S. equity style selection		Are U.S. value or U.S. growth equities more attractive?
	n U.S. equity size selection		Are U.S. large-cap or U.S. small-cap equities more attractive?
	n Equity country selection		Which international countries are most attractive?
	n High yield selection		Are high yield or core fixed income securities more attractive?
	n Emerging/developed equity selection		Are emerging or developed equities more attractive?


	Within equity markets in general, we continued to overweight value stocks relative to growth stocks. However, we have gradually decreased this overweight as our preference for value stocks has moderated. Our positive view on value versus growth stocks was driven by investor sentiment as well as corporate earnings news. We have held this view on value stocks for about three years, and they generally outperformed their growth counterparts during that period. However, we are now beginning to find less value in value stocks.

	Our preference for large-cap stocks relative to small-cap stocks grew even stronger throughout the first half of the year. We began 2006 with only a slight underweight in small-cap stocks relative to large-cap stocks, but by April we had sold our entire small-cap exposure. In comparing the two, we find large-cap stocks to be more attractive on just about every measure we consider. Our macroeconomic signals were particularly strong for large-cap stocks during the period, emphasizing that economic conditions appeared less accommodating to the capital needs of smaller firms.

n	Fixed Income — Our view on domestic versus international fixed income continued to be relatively weak during the first half of 2006, and while only slightly, we tilted our exposure toward international bonds. The competitive nominal yields offered in the US looked much less attractive after considering our inflation forecasts. We also saw additional signals that made domestic bonds relatively less attractive during the first half of the year as we monitored global fund flows and saw the potential for downward price pressure in domestic fixed income markets.

	Our view on high yield versus investment grade fixed income was roughly neutral over the first six months of the year.


ITEM 1.		REPORTS TO STOCKHOLDERS.

		The Semi-Annual Report to Stockholders is filed herewith.


ASSET ALLOCATION PORTFOLIOS	Semiannual Report June 30, 2006


		Strategies designed to provide a complete investment program in a single investment and capitalize on the benefits of asset allocation.


n	Goldman Sachs’ Quantitative Strategies Team determines the strategic and quarterly tactical asset allocations. The team is comprised of over 50 professionals with significant academic and practitioner experience and currently manages more than $101.5 billion in assets as of March 31, 2006 for institutional, high net worth and individual investors.

n	Goldman Sachs’ Portfolio Management Teams offer expert management of the mutual funds that are contained within each Asset Allocation Strategy. These same teams manage portfolios for institutional and high net worth investors.




	Mutual Fund Portfolio Management Teams
	Each portfolio is comprised of 6-12 underlying Goldman Sachs Funds managed by broad, deep portfolio management teams. In addition to global tactical asset allocation, we seek to generate excess returns through security selection within each underlying mutual fund. Whether in the equity or fixed income arenas, these portfolio management teams share a commitment to firsthand fundamental research and seek performance driven by successful security selection.


n	Asset Class Selection — Our asset class timing decision — which tactically positions our exposure to stocks, bonds, and cash — was one of our most significant tactical views for the first half of 2006. Typically, we shift exposure between stocks and bonds, depending on which asset class appears more attractive for the quarter. For the first two quarters of 2006, however, we were bearish on bonds and also slightly bearish on stocks, leading us to make moderate allocations to money market investments. Our view on stocks and bonds relative to cash was primarily driven by the current interest rate environment, especially considering the relatively attractive yields of short-term instruments.

n	Equities — As 2006 began, we returned to an overweight in international equity relative to domestic equity. As we have mentioned in the past, this decision is based not only on the relative strength of equity markets, but also on the expected return contribution of the foreign currency exposure that accompanies international equity investment. Comparing equity markets in recent years, our quantitative models have suggested international equity markets to be much more attractive than domestic equity markets. However, our views indicated strong potential for US dollar appreciation relative to foreign currencies during the last half of 2005. This caused us to slightly underweight international equity relative to domestic equity last year. Heading into 2006, our dollar view moderated, leading us to return to our overweight in international stocks during the first two quarters of the year.

	While the views presented above reflect how we positioned US equities relative to international equities when evaluated in the aggregate, we were also able to implement our country-level views within the Goldman Sachs Structured International Equity Fund. Among international developed equity markets, we continued to view Europe as our favorite region globally. Within Europe, we found the markets of many smaller countries, such as Austria, Norway, and Belgium, to exhibit strong macroeconomic fundamentals and offer particularly attractive sources of value. In Asia, we felt that Japan offered the most attractive equity market. Furthermore, our view on UK equity improved, but we remained moderately bearish given unattractive economic conditions and the market’s weak momentum.


	The performance of your Portfolio is driven primarily by three factors: 1) strategic asset allocation policy, 2) underlying fund performance, and 3) asset allocation decisions.


	The final component of Portfolio performance is derived from the Global Tactical Asset Allocation (GTAA) strategy. Our tactical asset allocation decisions generated positive returns across all Portfolios during the six-month period ended June 30, 2006, adding approximately 40 basis points of excess return in the Equity Growth Strategy Portfolio, 70 basis points in the Growth Strategy Portfolio, 70 basis points in the Growth and Income Strategy Portfolio, and 70 basis points in the Balanced Strategy Portfolio.

	Among our asset class positioning decisions, our asset class timing decision to underweight bonds relative to cash was one of our largest contributors. The decision to significantly underweight large-cap equity relative to small-cap equity during the second quarter of 2006 was also a major contributor to GTAA performance. Our equity country selection model, as implemented in the Structured International Equity Fund, underperformed during the first half of 2006.

n	Goldman Sachs Balanced Strategy Portfolio — During the six-month period ended June 30, 2006, the Portfolio’s Class A, B, C, Institutional and Service Shares generated cumulative total returns of 4.04%, 3.65%, 3.59%, 4.23% and 3.98%, respectively.

n	Goldman Sachs Growth and Income Strategy Portfolio — During the six-month period ended June 30, 2006, the Portfolio’s Class A, B, C, Institutional and Service Shares generated cumulative total returns of 4.37%, 3.98%, 4.04%, 4.55% and 4.32%, respectively.

n	Goldman Sachs Growth Strategy Portfolio — During the six-month period ended June 30, 2006, the Portfolio’s Class A, B, C, Institutional and Service Shares generated cumulative total returns of 5.54%, 5.15%, 5.18%, 5.76% and 5.48%, respectively.

n	Goldman Sachs Equity Growth Strategy Portfolio — During the six-month period ended June 30, 2006, the Portfolio’s Class A, B, C, Institutional and Service Shares generated cumulative total returns of 6.73%, 6.33%, 6.27%, 6.89% and 6.69%, respectively.

	We hope this summary has been helpful to you in your understanding of how we manage your Portfolio. We thank you for the confidence you have placed in us and we look forward to your continued support.


	Goldman Sachs Quantitative Strategies Group

	July 26, 2006


January 1, 2006–June 30, 2006	Portfolio Total Return (based on NAV)¹

Class A		4.04	%
Class B		3.65
Class C		3.59
Institutional		4.23
Service		3.98


¹	The net asset value (NAV) represents the net assets of the class of the Portfolio (ex-dividend) divided by the total number of shares of the class outstanding. The Portfolio’s performance assumes the reinvestment of dividends and other distributions. The Portfolio’s performance does not reflect the deduction of any applicable sales charges.



NOT FDIC-INSURED	May Lose Value	No Bank Guarantee


	STRATEGIC ALLOCATIONS RETURN


	UNDERLYING FUND EXCESS RETURN


	ASSET ALLOCATION DECISIONS RETURN


For the period ended June 30, 2006	One Year			Five Years			Since Inception (1/2/98)

Class A		3.15	%		4.77	%		4.53	%
Class B		3.27			4.78			4.45
Class C		7.29			5.15			4.46
Institutional		9.60			6.39			5.65
Service		9.16			5.85			5.13


	Total return figures in the above charts represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above charts. Please visit www.goldmansachsfunds.com 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 Portfolio distributions or the redemption of Portfolio shares.
	The Goldman Sachs Balanced Strategy Portfolio invests primarily in other Goldman Sachs Funds and is subject to the risk factors of those Funds. Some of the risks include the price fluctuations of government securities in response to interest rates, the volatility of investments in the stock market, and the currency and political risks of non-U.S. securities.


³	As of 4/1/06. Actual Fund weighting in the Asset Allocation Portfolios may differ from the figures shown above due to rounding, differences in returns of the Underlying Funds, or both. The above figures are not indicative of future allocations.


⁴	The percentage shown for each underlying fund reflects the value of that fund as a percentage of net assets. Short-term investments include money market funds and repurchase agreements, if any. Figures in the above graph may not sum to 100% due to the exclusion of other assets and/or liabilities.


	Total return figures in the above charts represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above charts. Please visit www.goldmansachsfunds.com 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 Portfolio distributions or the redemption of Portfolio shares.
	The Goldman Sachs Growth and Income Strategy Portfolio invests primarily in other Goldman Sachs Funds and is subject to the risk factors of those Funds. Some of the risks include the price fluctuations of fixed income securities in response to interest rates, the credit risk and volatility of high yield bonds, and the volatility of non-U.S. stocks and bonds and U.S. stocks.


	Total return figures in the above charts represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above charts. Please visit www.goldmansachsfunds.com 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 Portfolio distributions or the redemption of Portfolio shares.
	The Goldman Sachs Growth Strategy Portfolio invests primarily in other Goldman Sachs Funds and is subject to the risk factors of those Funds. Some of the risks include the volatility of U.S. and non-U.S. equity investments, the political and currency risks of non-U.S. securities, and the credit risks and volatility of high yield bonds.


	Total return figures in the above charts represent past performance and do not indicate future results, which will vary. The investment return and principal value of an investment will fluctuate and, therefore, 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 total return figures in the above charts. Please visit www.goldmansachsfunds.com 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 Portfolio distributions or the redemption of Portfolio shares.
	The Goldman Sachs Equity Growth Strategy Portfolio invests primarily in other Goldman Sachs Funds and is subject to the risk factors of those Funds. Some of the risks include the volatility of U.S. and non-U.S. equity investments and the political and currency risks of non-U.S. securities, which are particularly significant regarding equities of issuers located in emerging countries.


Shares		Description	Value
Mutual Funds (Institutional Shares) – 99.3%

Equity – 34.8%
	4,152,265	Goldman Sachs Structured International Equity Fund – 18.1%	$	58,173,233
	2,086,181	Goldman Sachs Structured Large Cap Value Fund – 8.8%		28,226,026
	1,400,811	Goldman Sachs Structured Large Cap Growth Fund – 5.9%		18,882,939
	323,234	Goldman Sachs Real Estate Securities Fund – 2.0%		6,584,274

				111,866,472

Fixed-Income – 57.7%
	15,454,323	Goldman Sachs Short Duration Government Fund – 46.0%		147,897,869
	2,298,843	Goldman Sachs Global Income Fund – 9.0%		28,873,472
	1,098,030	Goldman Sachs High Yield Fund – 2.7%		8,630,518

				185,401,859

Money Market – 6.8%
	22,046,849	Financial Square Prime Obligations Fund – 6.8%		22,046,849

TOTAL MUTUAL FUNDS (INSTITUTIONAL SHARES)
(Cost $310,766,007)			$	319,315,180


Principal		Interest			Maturity
Amount		Rate			Date		Value
Repurchase Agreement^(a) – 0.1%

Joint Repurchase Agreement Account II
$	300,000		5.28	%		07/03/2006	$	300,000
Maturity Value: $300,132
(Cost $300,000)

TOTAL INVESTMENTS – 99.4%
(Cost $311,066,007)							$	319,615,180

OTHER ASSETS IN EXCESS OF LIABILITIES – 0.6%								1,949,523

NET ASSETS – 100.0%							$	321,564,703


	The percentage shown for each investment and investment category reflects the value of the respective investment or category as a percentage of net assets.


(a)	Joint repurchase agreement was entered into on June 30, 2006. Additional information appears on page 17.


	For information on the underlying mutual funds, please call our toll free Shareholder Services Line at 1-800-526-7384 or visit us on the web at www.goldmansachsfunds.com/funds.


Portfolio	Principal Amount

Balanced Strategy	$	300,000

Growth and Income Strategy		2,800,000


		Balanced Strategy			Growth and Income			Growth Strategy		Equity Growth
		Portfolio			Strategy Portfolio			Portfolio		Strategy Portfolio

Assets:

Investments in securities, at value (identified cost $311,066,007, $1,252,354,161, $1,019,860,918 and $291,297,542, respectively)		$	319,615,180		$	1,310,310,491		$	1,111,925,069	$	344,728,623

Cash			51,505			88,910			—		5,107
Receivables:
	Investment securities sold		22,927,000			93,865,000			69,616,570		10,652,000
	Portfolio shares sold		2,988,270			29,768,992			11,617,131		3,857,703
	Dividends and interest		853,440			2,703,561			1,826,915		383,295
	Reimbursement from adviser		23,080			30,171			26,212		21,916
	Other assets		3,102			9,655			5,574		11,812

Total assets			346,461,577			1,436,776,780			1,195,017,471		359,660,456

Liabilities:

Due to Custodian			—			—			8,490,915		—
Payables:
	Investment securities purchased		24,110,370			99,256,217			63,545,394		11,038,632
	Portfolio shares repurchased		557,370			2,536,218			1,517,829		1,493,704
	Amounts owed to affiliates		182,374			768,696			735,648		236,755
Accrued expenses			46,760			69,368			49,774		38,202

Total liabilities			24,896,874			102,630,499			74,339,560		12,807,293

Net Assets:

Paid-in capital			300,496,240			1,237,015,581			1,015,920,600		296,942,131
Accumulated undistributed/(distributions in excess of) net investment income (loss)			(20,264	)		(319,106	)		2,993,328		(425,109	)
Accumulated net realized gain (loss) on investment transactions			12,539,554			39,493,476			9,699,832		(3,094,940	)
Net unrealized gain on investments			8,549,173			57,956,330			92,064,151		53,431,081

NET ASSETS		$	321,564,703		$	1,334,146,281		$	1,120,677,911	$	346,853,163

Net Assets:
	Class A	$	152,645,511		$	810,308,128		$	593,033,596	$	193,429,947
	Class B		31,636,506			101,879,245			106,505,919		31,704,302
	Class C		62,430,390			243,802,674			319,369,887		106,213,942
	Institutional		72,869,392			174,427,348			97,808,895		14,915,509
	Service		1,982,904			3,728,886			3,959,614		589,463

Shares Outstanding:
	Class A		13,640,808			64,353,399			43,221,984		13,116,414
	Class B		2,827,855			8,102,592			7,781,043		2,222,351
	Class C		5,577,180			19,433,102			23,460,838		7,456,272
	Institutional		6,511,713			13,817,447			7,104,393		1,000,820
	Service		176,951			296,699			289,796		40,186

Total shares outstanding, $0.001 par value (unlimited number of shares authorized)			28,734,507			106,003,239			81,858,054		23,836,043

Net asset value, offering and redemption price per share:^(a)
	Class A		$11.19			$12.59		$	13.72	$	14.75
	Class B		11.19			12.57			13.69		14.27
	Class C		11.19			12.55			13.61		14.24
	Institutional		11.19			12.62			13.77		14.90
	Service		11.21			12.57			13.66		14.67


(a)	Class specific Distribution and Service and Transfer Agent fees were as follows:


	Distribution and Service Fees						Transfer Agent Fees

Portfolio	Class A		Class B		Class C		Class A		Class B		Class C		Institutional		Service

Balanced Strategy	$	159,553	$	160,072	$	251,831	$	121,261	$	30,414	$	47,848	$	18,699	$	385
Growth & Income Strategy		804,738		509,163		979,999		611,601		96,741		186,200		33,795		699
Growth Strategy		546,853		510,290		1,214,930		415,608		96,955		230,837		17,070		760
Equity Growth Strategy		189,545		166,807		425,505		144,054		31,693		80,846		3,166		101


		Balanced Strategy Portfolio

		For the
		Six Months Ended			For the
		June 30, 2006			Year Ended
		(Unaudited)			December 31, 2005

From operations:

Net investment income (loss)		$	2,908,961		$	5,920,602
Net realized gain from investment transactions, including capital gain distributions from Underlying Funds			8,058,476			14,121,639
Net change in unrealized gain (loss) on investments			657,659			(3,795,412	)

Net increase in net assets resulting from operations			11,625,096			16,246,829

Distributions to shareholders:

From net investment income
	Class A Shares		(1,729,763	)		(1,747,857	)
	Class B Shares		(272,917	)		(391,414	)
	Class C Shares		(499,796	)		(478,412	)
	Institutional Shares		(1,173,029	)		(2,650,472	)
	Service Shares		(23,293	)		(44,906	)
From net realized gain
	Class A Shares		—			(2,579,111	)
	Class B Shares		—			(777,666	)
	Class C Shares		—			(1,023,108	)
	Institutional Shares		—			(3,468,425	)
	Service Shares		—			(46,826	)

Total distributions to shareholders			(3,698,798	)		(13,208,197	)

From share transactions:

Net proceeds from sales of shares			110,640,176			280,213,837
Reinvestment of dividends and distributions			3,363,952			12,347,326
Cost of shares repurchased			(103,211,474	)		(149,933,868	)

Net increase in net assets resulting from share transactions			10,792,654			142,627,295

TOTAL INCREASE			18,718,952			145,665,927

Net assets:

Beginning of period			302,845,751			157,179,824

End of period		$	321,564,703		$	302,845,751

Accumulated undistributed/(distributions in excess of) net investment income (loss)		$	(20,264	)	$	769,573


Growth and Income Strategy Portfolio						Growth Strategy Portfolio						Equity Growth Strategy Portfolio

For the						For the						For the
Six Months Ended			For the			Six Months Ended			For the			Six Months Ended			For the
June 30, 2006			Year Ended			June 30, 2006			Year Ended			June 30, 2006			Year Ended
(Unaudited)			December 31, 2005			(Unaudited)			December 31, 2005			(Unaudited)			December 31, 2005



$	6,658,614		$	14,591,375		$	2,109,603		$	5,535,736		$	(436,924	)	$	244,596

	34,239,836			31,617,544			13,968,384			25,152,172			3,301,751			10,602,120
	(2,205,660	)		12,777,719			17,936,524			21,316,294			11,439,735			10,765,519


	38,692,790			58,986,638			34,014,511			52,004,202			14,304,562			21,612,235




	(6,840,463	)		(7,012,543	)		—			(3,064,376	)		—			(185,892	)
	(597,218	)		(1,119,476	)		—			(275,044	)		—			—
	(1,328,417	)		(1,640,257	)		—			(868,208	)		—			—
	(1,888,468	)		(2,772,411	)		—			(968,614	)		—			(68,001	)
	(32,493	)		(58,025	)		—			(28,196	)		—			(316	)
	—			(2,127,194	)		—			—			—			—
	—			(425,686	)		—			—			—			—
	—			(667,323	)		—			—			—			—
	—			(801,335	)		—			—			—			—
	—			(14,486	)		—			—			—			—

	(10,687,059	)		(16,638,736	)		—			(5,204,438	)		—			(254,209	)



	564,897,999			642,420,565			541,635,152			359,107,254			150,691,969			96,033,843
	9,749,933			15,387,855			—			4,782,031			—			245,432
	(186,822,913	)		(172,125,522	)		(95,581,718	)		(87,230,599	)		(41,483,890	)		(41,834,031	)

	387,825,019			485,682,898			446,053,434			276,658,686			109,208,079			54,445,244

	415,830,750			528,030,800			480,067,945			323,458,450			123,512,641			75,803,270



	918,315,531			390,284,731			640,609,966			317,151,516			223,340,522			147,537,252

$	1,334,146,281		$	918,315,531		$	1,120,677,911		$	640,609,966		$	346,853,163		$	223,340,522


$	(319,106	)	$	3,709,339		$	2,993,328		$	883,725		$	(425,109	)	$	11,815


	Income		Capital Gains
	Distributions		Distributions

Portfolio	Declared & Paid		Declared & Paid

Balanced Strategy and Growth and Income Strategy		Quarterly		Annually

Growth Strategy and Equity Growth Strategy		Annually		Annually


	Other Expense
Portfolio	Reimbursement

Balanced Strategy	$	114

Growth and Income Strategy		190

Growth Strategy		151

Equity Growth Strategy		118